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         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, April 19, 2006, Vol. 10, No. 92

                             Headlines

AFFINION GROUP: Moody's Junks Rating on Proposed $350 Mil. Notes
AFFINION GROUP: S&P Rates Proposed $350 Mil. Sr. Sub. Notes at B-
AFFINITY TECHNOLOGY: Losses & Deficit Trigger Going Concern Doubt
ALLIED HOLDINGS: Volvo Parts North America Demands Trial by Jury
ALLIED HOLDINGS: Committee Opposes Terms of Canadian Insurance

ALLIED WASTE: Completes $1.7 Billion Senior Term Loan Refinancing
AMERICAN TIRE: Moody's Holds Ratings and Shifts Trend to Negative
ANCHOR GLASS: Bankruptcy Court Confirms Reorganization Plan
ATA AIRLINES: Court OKs Stipulation with BOA, Fleet & Transamerica
ATA AIRLINES: Court Okays Stipulation Settling ICX Corp.'s Claims

AZTAR CORP: Board Authorizes Merger Talks with Columbia Sussex
BADAYORI INC: Case Summary & 6 Largest Unsecured Creditors
BALLY TOTAL: Gets Lenders' Consent to File Annual Report in July
BEAR STEARNS: Fitch Affirms Six Loan Class Ratings at Low-Bs
CALPINE CORP: To Record $5.5 Billion Non-Cash Impairment Charges

CALPINE CORP: Wants to Implement Employee Incentive Program
CALPINE CORP: Wants to Finalize May, Davido & Fishman Pacts
CCM MERGER: Slow Revenue Growth Prompts Moody's Ratings Review
CEBRIDGE III: Moody's Assigns Low-B Debt & Corp. Family Ratings
CEBRIDGE III: S&P Puts B+ Rating on Proposed $2.2 Billion Facility

CERADYNE INC: Expects $134 Million First Quarter Sales
CLAREMONT TECH: Madsen & Associates Raises Going Concern Doubt
COLLINS & AIKMAN: D&F Corp. Wants to Foreclose on Lien
COLLINS & AIKMAN: Fabric Insists on $230,744 Tax Payment
COMVERSE TECH: Restating Financial Results After Audit

COMVERSE TECH: Inks Deal to Acquire Netcentrex for $164 Million
CONSTELLATION BRANDS: Canadian Regulators Okay Vincor Merger
CYGNUS BUSINESS: Moody's Holds B3 Debt and Corp. Family Ratings
DANA CORP: Paying $52.1 Million to Essential Suppliers
DANA CORP: Court Approves Modified De Minimis Asset Sale Protocol

DANA CORP: Has Until July 3 to File Schedules and Statements
DAWN CDO: Moody's Slashes $28.7 Mil. Class B Notes' Rating to Ba2
DIGITAL COMMUNITY: Case Summary & 17 Largest Unsecured Creditors
DOBSON COMMUNICATIONS: Posts $130.7 Million Net Loss in 2005
DOBSON COMMUNICATIONS: Purchases Additional Markets In Alaska

DPL INC: Moody's Places Ba1 Debt Rating on Watch For Upgrade
EASYLINK SERVICES: Completes $5.4 Million Common Stock Financing
ECHOSTAR COMMS: Unit Receives $34 Mil. Equity Funding for Project
EDDIE BAUER: Amends Interest Rate of $300MM Senior Term Loan Deal
EDISON BENTHAL: Case Summary & 19 Largest Unsecured Creditors

FALCONBRIDGE LTD: TSX Defers Review of Shareholder Rights Plan
FEDERAL-MOGUL: U.S. Trustee Settling Kenesis Retention Dispute
FFCA 1999-2: Moody's Reviewing Ratings on Three Note Classes
FUNCTIONAL RESTORATION: Taps SulmeyerKupetz as Bankruptcy Counsel
FUNCTIONAL RESTORATION: Has Until April 21 to File Schedules

GRANDE COMMUNICATIONS: S&P Places CCC+ Rating on Positive Watch
HCA INC: Reports Preliminary Results for Quarter Ended March 31
INTERFACE INC: Moody's Holds Junked Rating on $135 Million Notes
KELLWOOD COMPANY: Completes $400 Million Credit Facility Deal
KRISPY KREME: Expects to Report Net Loss in Fiscal 2006

KURT KAISER: Case Summary & 16 Largest Unsecured Creditors
LEVEL 3: Fitch Holds CCC Issuer Default Rating With Stable Outlook
LEVITZ HOME: Irvine Company Wants to Collect Unpaid Rent
LEVITZ HOME: Wants to Reject Furniture.com Services Contract
LOS OSOS COMMUNITY: S&P Cuts Improvement Bonds' Rating to CCC

MERISTAR HOSPITALITY: Gets Requisite Consents for Debt Securities
MILLENNIUM CHEMICALS: To Delist and Deregister Debt Securities
MOBILE MINI: Moody's Raises Corporate Family Rating to Ba3
MURRAY INC: Plan Trustee Has Until July 6 to Remove Actions
MUSICLAND HOLDING: Objects to Deluxe's Prepetition Lien Payment

NESTOR INC: Net Losses Spur Auditors to Raise Going Concern Doubt
NEWPARK RESOURCES: S&P Puts BB- Corp. Credit Rating on Neg. Watch
NORTHEAST GENERATION: Moody's Cuts Debt Rating to Ba3 from Ba1
NOVELIS INC: Lenders Extend Financial Filing Deadline to May 15
NTELOS INC: Moody's Reinstates Corporate Family Rating to B2

NVF COMPANY: Court Fixes June 6 as General Claims Bar Date
O'SULLIVAN INDUSTRIES: Hires Lazard Freres as Financial Advisor
ORIUS CORP: Hilco & Rabin to Re-Sell Assets in Public Auctions
PELLIN EMERGENCY: Case Summary & 24 Largest Unsecured Creditors
PENN NATIONAL: Earns $120 Million in 2005 Fiscal Year

PILLOWTEX CORP: Taps Harwell Howard as Tennessee Local Counsel
PILLOWTEX CORP: Taps Strauss & Troy as Ohio & Alabama Co-Counsel
POGO PRODUCING: Agrees to Buy Latigo Petroleum for $750 Million
POGO PRODUCING: $750 Mil. Latigo Deal Cues Moody's Ratings Review
POGO PRODUCING: Latigo Merger Cues S&P to Put BB Rating on Watch

PUREBEAUTY INC: Files for Chapter 11 Protection in California
PUREBEAUTY INC: Case Summary & 20 Largest Unsecured Creditors
RESTAURANT CO: Moody's Cuts $40 Mil. Credit Rating to B2 from B1
RIM SEMICONDUCTOR: Incurs $1.3 Million Net Loss in First Quarter
ROCHELLE TESORIERO: Case Summary & 5 Largest Unsecured Creditors

RUSSELL CORP: Inks Merger Agreement with Berkshire Hathaway
SAINT VINCENTS: Taps Novare as Preference and Claims Administrator
SAINT VINCENTS: Extends United Healthcare MOA to April 30, 2008
SAINT VINCENTS: Proposes Modified Labor Agreement With Nurses
SANTO NARDI: Case Summary & 11 Largest Unsecured Creditors

SCOTT BOWMAN: Case Summary & 5 Largest Unsecured Creditors
SIDETUR FINANCE: Fitch Rates Proposed $100 Million Notes at B+
SOLSTICE ABS: Credit Quality Decline Cues Moody's Ratings Review
SUPERIOR ESSEX: Increases $175 Mil. Credit Facility to $225 Mil.
TRUJILLO CONSTRUCTION: Case Summary & 18 Largest Unsec. Creditors

UNITED SURGICAL: Surgis Merger Prompts S&P to Affirm BB- Rating
US AIRWAYS: Exchanges Common Stock for Unit's 7.5% Senior Notes
W. R. MASK: Case Summary & 11 Largest Unsecured Creditors
WILLIAMS COS: Retires $488 Million Secured Floating-Rate Term Loan
WINN-DIXIE: Trade Panel Examines Substantive Consolidation Issues

WINN-DIXIE: To Sell 35 Additional Stores at May 9 Auction
WINN-DIXIE: Bids for Pompano Property Must be Received by May 15
XM SATELLITE: Plans to Cut Interest Expense Through Refinancing
XM SATELLITE: Moody's Junks Rating on $600 Mil. Fixed Rate Notes
XYBERNAUT: Agrees to Set Up Escrow Account for Unsec. Creditors

* Cohen & Grigsby Engages Michael Winterhalter as Director
* Kelley Drye & Warren and Collier Shannon Scott Merges
* Sean Kulka Joins Arnall Golden Gregory LLP as Counsel

* Upcoming Meetings, Conferences and Seminars

                             *********

AFFINION GROUP: Moody's Junks Rating on Proposed $350 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Affinion
Group, Inc.'s proposed $350 million senior subordinated notes due
2015, and affirmed the company's B2 corporate family rating.

Moody's also upgraded the company's speculative grade liquidity
rating to SGL-1 from SGL-2.  Moody's has affirmed all other
ratings.

Affinion will use the proceeds from the senior subordinated notes
to repay $350 million of the $384 million senior subordinated
bridge facility.  

Affinion used the senior subordinated bridge facility to fund part
of the cash component of its total consideration when it acquired
all the equity interest in Affinion Group LLC from Cendant
Corporation for approximately $1.8 billion.

The B2 corporate family rating affirmation reflects high leverage
levels, customer churn, moderate revenue concentration and legal
and regulatory risks.  

The ratings also consider the company's leading market position,
long-term relationships with leading affinity partners, recurring
revenue base, and slightly better operating performance relative
to when we first rated the company in September 2005.

The ratings are subject to Moody's review of final documentation.

Upgrades:

   Issuer: Affinion Group, Inc.

   * Speculative Grade Liquidity Rating, Upgraded to SGL-1
     from SGL-2

Assignments:

   Issuer: Affinion Group, Inc.

   * Senior Subordinated Regular Bond/Debenture, Assigned Caa1

The ratings outlook is stable.

The stable ratings outlook anticipates relatively flat revenues
and modestly improving profitability in the intermediate term as
the company continues to implement its strategy of increasing
average revenue per member and focusing on more profitable member
acquisition channels.

Moody's could upgrade the ratings if the Affinion's execution of
its business strategy results in strong profitability growth such
that sustainable debt-to-EBITDA declines to less than 5 times and
free cash flow to debt increases to over 8%.  

Moody's could downgrade the ratings if Affinion loses significant
affinity partner relationships or experiences greater than
expected churn rates such that debt-to-EBITDA levels increase to
over 7x and free cash flow-to-debt declines below 5%.  

A significant legal judgment against Affinion, such that it
impairs the company's liquidity, could trigger a rating downgrade.

Moody's has upgraded Affinion's speculative grade liquidity rating
to SGL-1 from SGL-2 reflecting a higher than expected cash balance
subsequent to the closing of the acquisition in October 2005,
significant expected availability under the $100 million revolving
credit facility and ample cushion anticipated under bank
covenants.

Headquartered in Norwalk, Connecticut, Affinion is a leading
direct marketer of value-added membership, insurance and package
enhancement programs and services to consumers.  Net revenue on an
unadjusted basis for 2005 was $1.3 billion.


AFFINION GROUP: S&P Rates Proposed $350 Mil. Sr. Sub. Notes at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Affinion Group Inc.'s proposed $350 million senior subordinated
notes due 2015.  

Proceeds from the proposed offering will be used to retire the
company's existing bridge loan.  At the same time, Standard &
Poor's affirmed its ratings on Affinion, including the 'B+'
corporate credit rating.
     
The outlook is stable.  Pro forma for the proposed debt offering,
total debt outstanding at of Dec. 31, 2005, was about $1.6
billion, including about $125 million in preferred stock.
     
"The ratings on Affinion reflect some affinity partner
concentration concerns, competitive pressures in the membership
marketing business, and high financial risk," Standard & Poor's
credit analyst Andy Liu said.  

"These factors are only partially offset by the company's leading
market share in membership marketing, recurring revenue streams
from renewals, and positive discretionary cash flow."
     
Affinion designs and offers membership, insurance, and credit card
enhancement services to consumers.  The company's core products
include:

   * credit monitoring and identify theft resolution service,
     PrivacyGuard;

   * accidental death and dismemberment insurance;

   * credit card registration services Hotline and Payment Card
     Protection; and

   * discount travel agency Travelers Advantage.


AFFINITY TECHNOLOGY: Losses & Deficit Trigger Going Concern Doubt
-----------------------------------------------------------------
Scott McElveen, L.L.P., expressed substantial doubt about Affinity
Technology Group, Inc.'s ability to continue as a going concern
after it audited the Company's financial statements for the year
ended Dec. 31, 2005.  The auditing firm pointed to the company's
recurring operating losses, accumulated deficit, and certain
convertible notes in default.

                            Financials

Affinity Technology Group, Inc., filed its financial results on
Form 10-K for the fiscal year ended Dec. 31, 2005, with the
Securities and Exchange Commission on March 31, 2006.

For the full year ended Dec. 31, 2005, the company reported a
$566,387 net loss on $20,261 of net revenues compared to a
$217,127 net loss on $287,298 of net revenues in 2004.

As of Dec. 31, 2005, the company's balance sheet showed total
assets of $152,311 and total debts of $2,200,682.  At Dec. 31,
2005, the company had an accumulated deficit of $69.2 million
compared to an accumulated deficit of $68.7 million for the same
period in 2004.

A full-text copy of Affinity Technology's Annual Report is
available for free at http://researcharchives.com/t/s?807

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

At Dec. 31 2005, Affinity Technology's equity deficit widened to
$2,048,371, from a $1,513,523 equity deficit at Dec. 31, 2004.


ALLIED HOLDINGS: Volvo Parts North America Demands Trial by Jury
----------------------------------------------------------------
Volvo Parts North America, Inc., dba Contact Center Solutions,
asks the U.S. Bankruptcy Court for the Northern District of
Georgia to dismiss an adversary proceeding initiated by Allied
Holdings, Inc., and its debtor-affiliates.   Volvo also demanded a
trial by jury.

As reported in the Troubled Company Reporter on March 15, 2006,
Allied Automotive Group asked the Bankruptcy Court to compel Volvo  
to turn over certain funds and prepetition deposits.  

The Debtors claimed that Volvo's continued possession of the funds
is an exercise of control over property of the Debtors' estate.

Allied Automotive Group and Volvo are parties to a Service
Agreement dated Jan. 12, 2004.  Under the agreement, Volvo agreed
to provide managed breakdown assistance for AAG drivers in need of
mechanical service in exchange for payment.

On the Petition Date, Volvo began requiring AAG to post a deposit
in advance of each service it provided.  AAG posted $48,735 in
prepetition Deposits with Volvo.  

Between the Petition Date and Oct. 20, 2005, AAG posted more than
1,800 additional Deposits, aggregating $1,015,104, with Volvo.  
During that postpetition period, Volvo provided $476,651 in
services.

AAG said that it has paid in full all postpetition services Volvo
provided and is entitled to a return of the remaining unearned
Deposits totaling $538,743.

Representing Volvo, C. David Butler, Esq., at Shapiro Fussell
Wedge Smotherman Martin & Price, LLP, in Atlanta, Georgia, asserts
that:

    * the Debtors fail to state any claim on which relief can be
      granted against Volvo;

    * the Debtors' claims are barred by the doctrine of
      recoupment;

    * the Debtors' claims are barred because they are not
      insolvent;

    * the Debtors' claims are barred by the doctrine of accord and
      satisfaction on payment; and

    * the Debtors' claims are barred by the doctrines of estoppel
      or waiver;

Volvo was a creditor of Allied Automotive Group, Inc., prior to
the Petition Date.

Volvo admits that it entered into a Service Agreement effective
Jan. 12, 2004, with AAG, and that, prepetition, it agreed to a
modification of the Service Agreement that required the Debtors
to post a deposit in advance of the services Volvo will provide.

According to Mr. Butler, Volvo did refuse to pay funds to the
Debtors.

Volvo denies that the Remaining Funds are property of the
Debtors' bankruptcy estates, and that the Debtors have a legal or
equitable interest in the Remaining Funds.  Volvo contends that
the Debtors cannot use the Remaining Funds under Section 363 of
the Bankruptcy Code.

Volvo admits that it did not seek relief from the automatic stay
in Allied's case to obtain or maintain possession of the
Remaining Funds and Prepetition Deposit.

Volvo refutes that its continued possession and application of
the Remaining Funds and Prepetition Deposit constitutes setoff in
violation of the automatic stay of Section 362(a)(7) of the
Bankruptcy Code.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide   
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 19;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Committee Opposes Terms of Canadian Insurance  
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Allied Holdings
and its debtor-affiliates asks the U.S. Bankruptcy Court for the
Northern District of Georgia to deny the Debtors' request to
assume their Canadian Insurance Programs.  

The Committee also wants the Court to modify, limit or eliminate
provisions in the Insurance Program that violate the Bankruptcy
Code.

As reported in the Troubled Company Reporter on March 23, 2006,
the Debtors are parties to insurance brokerage agreements with
Marsh Canada Limited.  Marsh coordinates the Debtors Canadian
Insurance Programs with the various Insurance Carriers.

Alisa H. Aczel, Esq., at Troutman Sanders LLP, informed the Court
that the Canadian Insurance Programs are renewable.  Pursuant to
the terms of a Casualty Insurance Program Proposal dated Dec. 20,
2005, the Debtors and National Union Fire Insurance Co. of
Pittsburgh, Pennsylvania have agreed to renew the Canadian
Insurance Programs.

Ms. Aczel asserted that continued maintenance of the Canadian
Insurance Programs is critical to the Debtors' ongoing operations
and reorganization, because failure to assume the Canadian
Insurance Programs would prohibit the Debtors from maintaining
insurance with National Union for 2006.

The Official Committee of Unsecured Creditors asserts that:

    -- the Court should retain oversight of renewals of the
       Insurance Program;

    -- the automatic stay should not be deemed lifted to permit
       the exercise of the Insurers' contractual remedies under
       the Insurance Program in the event of the Debtors' default;

    -- the administrative priority of the Insurers' claims should
       be subject to a carve-out similar to the carve-out
       contained in the Debtors' DIP Credit Agreement; and

    -- the Insurers should be subject to the administrative claims
       bar date.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide   
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 19;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED WASTE: Completes $1.7 Billion Senior Term Loan Refinancing
-----------------------------------------------------------------
Allied Waste Industries, Inc. (NYSE: AW) completed the refinancing
of the term loan portions of its senior secured credit facility.  
The Company's $1.275 billion Term Loan and $495 million
Institutional Letter of Credit Facilities were re-priced at LIBOR
plus 175 basis points; a reduction of 25 basis points.

Additionally, pricing will step down to LIBOR plus 150 basis
points when the Company's leverage ratio is equal to or less than
4.25x.

"The interest rate reduction on over $1.7 billion of term loan
facilities will generate annual interest savings of more than
$4 million," said Pete Hathaway, Executive Vice President and
CFO of Allied Waste.  

"We continue to opportunistically manage our capital structure and
we appreciate the support we've received from the financial
institutions."

Based in Scottsdale, Arizona, Allied Waste Industries, Inc. --
http://www.investor.alliedwaste.com/-- provides collection,  
recycling and disposal services to residential, commercial and
industrial customers in the United States.  As of Dec. 31, 2005,
the Company operated a network of 310 collection companies, 166
transfer stations, 169 active landfills and 57 recycling
facilities in 37 states and Puerto Rico.

                          *     *     *

As reported in the Troubled Company Reporter  on Feb. 14, 2006,
Moody's Investors Service affirmed the long-term debt ratings of
Allied Waste North America, Inc., along with its wholly owned
subsidiary, Browning-Ferris Industries, Inc., and its parent
company Allied Waste Industries, Inc., and raised the outlook to
stable from negative.  At the same time Moody's affirmed the
Corporate Family Rating of B2.


AMERICAN TIRE: Moody's Holds Ratings and Shifts Trend to Negative
-----------------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family and
Caa2 Senior Unsecured ratings of American Tire Distributors, Inc.
but changed the rating outlook to negative.  At the same time,
Moody's lowered the company's Speculative Grade Liquidity rating
to SGL-3 from SGL-2.

The SGL-3 ratings represents adequate liquidity over the next
twelve months and considers the potential for increased working
capital investment to continue to constrict free cash flow, and
reduced availability under the company's committed revolving
credit.  

Borrowings under the company's $300 million revolving credit
facility have increased to support higher working capital
investment, leaving reduced amounts of committed external funding
capacity.

Going forward, rising wholesale tire prices and related working
capital investment could lead to increased levels of indebtedness,
and cause the company to become more reliant upon its revolving
credit facility.  

However, higher wholesale tire prices also provide the company
with gross profit opportunity on its existing inventory.  The
negative outlook reflects the company's higher leverage at year-
end 2005 beyond previous expectations and risks that continued
growth in working capital investments could result in lower debt
protection measures.

Ratings affirmed:

   * Corporate Family, B3
   * Senior Unsecured, Caa2

Ratings lowered:

   * Speculative Grade Liquidity to SGL-3 from SGL-2

The rising cost of petroleum derivatives, a key raw material in
tire production, and, therefore, a driver of manufacturer's
pricing of finished tires, have caused the level of net working
capital investment to increase.  

At Dec. 31, 2005, the company's net investment in working capital
had increased to $196 million from $136 million the year before.  
Higher fuel costs have also impacted the company's delivery costs.  
The combination of these factors has constricted free cash flow
generation.

In part, the inventory build resulted from the company positioning
its supplies against potential shortages of raw materials
announced by tire manufacturers in the wake of storm activity as
well as anticipation of higher prices to come.

Management reported that it chose to increase its investment in
inventory by approximately $25 million in the second half of the
year.  

The company historically has been able to manage its business with
minimal cash balances and does not face any material debt
maturities until 2010 when the commitment under its revolving
credit is scheduled to expire.  

At Dec 31, 2005, the company had $5.5 million of cash and current
maturities of long-term debt of $4.7 million.

For the nine months ending Dec. 31, 2005, ATD had negative free
cash flow of $9 million, and its debt/EBITDA stood at
approximately 7 times.  

Using Moody's standard definitions, EBIT/Interest coverage during
this period was approximately 1.2x.  The negative outlook
recognizes that, absent a return to free cash flow generation,
ATD's leverage and coverage ratios could deteriorate.

External liquidity is provided by the unused portion of a five-
year $300 million revolving credit facility.  Approximately
$189 million was borrowed under this facility at the end of
December.

Use of the revolver is subject to a borrowing base restriction.
Remaining availability under the borrowing base at December 31 was
approximately $67 million.  This should provide a comfortable
cushion during the next twelve months.  

However, external liquidity could be negatively impacted should
the company use the revolving credit to finance additional
acquisitions.

American Tire's access to the revolver is not subject to
compliance with financial covenants until availability would fall
below $25 million.  

Upon falling below that figure, a defined fixed charge coverage
ratio of 1:1 would apply.  Alternate liquidity is limited due to
the extent of the bank liens over assets and the existence of
asset sale provisions.

American Tire Distributors, headquartered in Huntersville, North
Carolina, is a leading nationwide distributor of tires, wheels and
automotive accessories with a network of 73 distribution centers.  
The company had revenues of approximately $1.5 billion in 2005 and
1,900 employees.


ANCHOR GLASS: Bankruptcy Court Confirms Reorganization Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida in
Tampa confirmed the proposed Plan of Reorganization of Anchor
Glass Container Corporation.  Anchor expects to emerge from
Chapter 11 in early May 2006.

"We are glad to be making a quick exit from our bankruptcy
proceedings," said Mark Burgess, Anchor's Chief Executive Officer.
"We reached a consensual plan with our Noteholders and the
Official Committee of Unsecured Creditors and now can return our
focus to remaining a strong competitor with a high quality product
in the glass container market.  

"We have successfully restructured our business model and
operations, significantly deleveraged our balance sheet, and have
financing commitments in place in order to ensure continued strong
liquidity.  We greatly appreciate the continued support of our
customers, vendors, and employees."

Under the terms of Anchor's Plan of Reorganization, which was
overwhelmingly supported by Anchor's creditors who voted on the
Plan, Anchor's Senior Secured Noteholders will own the majority of
the company's equity and Anchor will exit chapter 11 as a
privately held company.  

Exit financing commitments in the amount of $145 million for a
term loan and $70 million for a revolving credit facility have
been received from Credit Suisse.  

Unsecured creditors will receive a cash distribution of
approximately $8.6 million.  Based upon current estimates,
unsecured claims approximate $120 million.

Current equity holders will receive no distribution and their
shares will be cancelled.

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.


ATA AIRLINES: Court OKs Stipulation with BOA, Fleet & Transamerica
------------------------------------------------------------------
As reported in the Troubled Company Reporter on April 3, 2006,
certain of ATA Airlines, Inc., and its debtor-affiliates leased
seven aircraft pursuant to a leveraged lease transaction.  Bank of
America Commercial Finance Division, Fleet National Bank and
TransAmerica Commercial Finance Division Corp. I participated in
the 2000 EETC transaction as owner participants for the aircraft
bearing U.S. Registration Numbers:

    Owner Participant     Aircraft Registration Numbers
    -----------------     -----------------------------
    BOA                   N523AT and N524AT
    Fleet                 N527AT
    TransAmerica          N528AT

BOA, Fleet and TransAmerica entered into tax indemnity agreements
for each aircraft with certain of the Reorganizing Debtors.

Following arm's-length negotiations between the Reorganized
Debtors and BOA, Fleet and TransAmerica, the parties agree that
each claimant will be allowed a single general unsecured claim for
$1,000,000 per aircraft for the tax indemnity agreement
corresponding with each of the 2000 EETC aircraft for which it is
an owner participant.

Specifically, the parties stipulate and agree that:

    (a) Claim No. 1166 will be allowed for $1,000,000 as BOA's
        only claim under the TIA for N523AT;

    (b) Claim No. 1167 will be allowed for $1,000,000 as BOA's
        only claim under the TIA for N524AT;

    (c) Claim No. 1174 will be allowed for $1,000,000 as Fleet's
        only claim under the TIA for N527AT;

    (d) Claim No. 1157 will be allowed for $1,000,000 as
        TransAmerica's only claim under the TIA for N528AT;

    (e) Claim Nos. 1166, 1167, 1174 and 1157 as allowed will each
        be entitled to treatment as a Class 7 (unsecured creditor
        convenience class) Allowed Claim under the Reorganized
        Debtors' plan of reorganization, as amended;

    (f) Claim Nos. 1158, 1159, 1160, 1161, 1162, 1168, 1169, 1170,
        1171, 1175, 1176, 1177, 1178 and 1179 will be withdrawn in
        its entirety; and

    (g) The Reorganized Debtors will withdraw their objections
        with respect to the BOA Claims, the Fleet Claims and the
        TransAmerica Claims.

The Court approved the Debtors' stipulation with Bank of America,
Fleet and TransAmerica.

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


ATA AIRLINES: Court Okays Stipulation Settling ICX Corp.'s Claims
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on March 7, 2006, ATA
Airlines, Inc., and its debtor-affiliates leased seven aircraft
pursuant to a leveraged lease transaction -- the 2000 EETC
Transaction.  ICX Corporation participated in the 2000 EETC
transaction as an owner participant for the aircraft bearing Tail
Nos. N515AT and N525AT.

After the Debtors' bankruptcy filing, ICX filed Claim Nos. 950,
960, 964 and 966 relating to the Leases and the TIA.

After arm's-length negotiations between the Reorganizing Debtors
and ICX, the parties agree that:

    (a) Claim No. 950 will be an Allowed Unsecured Convenience
        Class Claim for $1,000,000, in full and complete
        satisfaction of ICX's claims under the TIA for N515AT;

    (b) Claim No. 964 will be an Allowed Unsecured Convenience
        Class Claim for $1,000,000, in full and complete
        satisfaction of ICX's claim under the TIA for N525AT;

    (c) Distributions under the Plan on account of Claim No. 950
        and Claim No. 964 as allowed will be delivered to:

           Citizens Financial Group
           Attn: Patrick C. Joyce, Senior Vice President
           53 State Street, MBS970
           Boston, MA 02109

    (d) Claim Nos. 960 and 966 will be disallowed and expunged in
        their entirety and Claim Nos. 950 and 964 will be
        disallowed to the extent they seek recovery under the
        Leases;

    (e) Nothing will be deemed to waive, impair or otherwise
        affect ICX's rights to pursue a non-Debtor third party for
        any contractual or common law remedies it may have under
        the Leases or related agreements; and

    (f) The Reorganizing Debtors will withdraw their Objections
        with respect to ICX and the ICX Claims.

The Court approved the Debtors' stipulation with ICX Corporation.

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


AZTAR CORP: Board Authorizes Merger Talks with Columbia Sussex
--------------------------------------------------------------
Aztar Corporation's (NYSE: AZR) Board of Directors determined that
an unsolicited proposal received from Wimar Tahoe Corporation, dba
Columbia Entertainment, the gaming affiliate of Columbia Sussex
Corporation is reasonably likely to result in a superior proposal,
as defined in Aztar's merger agreement, dated March 13, 2006, with
Pinnacle Entertainment, Inc.

Based on the determination that the proposal by Columbia
Entertainment is reasonably likely to result in a superior
proposal compared to the agreement with Pinnacle, Aztar's Board
authorized Aztar to enter into discussions with Columbia
Entertainment.

On April 13, 2006, Columbia Entertainment made an unsolicited
proposal to acquire Aztar in a merger transaction in which the
holders of Aztar common stock would receive $47 per share in cash
and the holders of Aztar's Series B preferred stock would receive
a commensurate payment dictated by the terms of the securities.
Columbia Entertainment's proposal is non-binding and is
conditioned upon, among other things, confirmatory due diligence.

Aztar also announced that on April 14, 2006, it received a
definitive offer from Ameristar Casinos, Inc. to acquire Aztar in
a merger transaction in which the holders of Aztar common stock
would receive $43 per share in cash and the holders of Aztar's
Series B preferred stock would receive $454.79 per share in cash.
The definitive offer included a signed merger agreement and a
signed financing commitment letter.

Aztar is also party to a merger agreement with Pinnacle, under
which each share of Aztar common stock would be exchanged for $38
in cash and each share of Aztar Series B preferred stock would be
exchanged for $401.90 in cash.  

The transaction with Pinnacle is subject to approval by Aztar's
shareholders and the satisfaction of customary closing conditions,
including the receipt of necessary regulatory and governmental
approvals.

Aztar's Board will evaluate all aspects of the proposal from
Columbia Entertainment -- including any financing commitment
letter yet to be provided to Aztar, the definitive offer from
Ameristar and the previously announced proposal from Colony
Capital Acquisitions, LLC.

                     About Aztar Corporation

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

                          *     *     *

As reported in the Troubled Company Reporter on March 15, 2006,
Standard & Poor's Ratings Services reported that its BB rating on
Aztar Corp. remains on CreditWatch with negative implications,
where they were placed on Feb. 16, 2006.


BADAYORI INC: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Badayori, Inc.
        2131 Pleasant Hill Road, Suite B3
        Duluth, Georgia 30097
        Tel: (770) 813-9090
        Fax: (770) 813-9777

Bankruptcy Case No.: 06-64110

Type of Business: The Debtor operates several restaurants and
                  offers a variety of traditional and contemporary
                  Japanese cuisine.  See http://www.badayori.com

Chapter 11 Petition Date: April 10, 2006

Court: Northern District of Georgia (Atlanta)

Judge: Mary Grace Diehl

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

Total Assets:   $106,000

Total Debts:  $1,525,367

Debtor's 6 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Omni National Bank               Equipment           $1,438,099
Six Concourse Parkway, #2300
Atlanta, GA 30328

Millennium Partners              Lease Arrearage        $54,553
Investment Group, LLC
6670 Interstate 85 Court
Norcross, GA 30093

Hartman Simons Spielman & Wood   Attorney Fees          $25,000
6400 Powers Ferry Road
Northwest #400
Atlanta, GA 30339

Sound Depot, Inc.                Account Payable         $4,000

Protection Security Systems      Account Payable         $3,715

J. Patrick McCrary               Business Dispute       Unknown


BALLY TOTAL: Gets Lenders' Consent to File Annual Report in July
----------------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE: BFT) has until
July 10, 2006, to file its Annual Report with the United States
Securities and Exchange Commission.  

Holders of a majority of the Company's outstanding:

   * 10-1/2% Senior Notes due 2011; and
   * 9-7/8% Senior Subordinated Notes due 2007

waived until July, the financial reporting covenant defaults under
the indentures governing the notes resulting.

The waiver also extends the reporting deadlines for the Company's
10-Q reports for the first quarter of 2006 until July 10, 2006,
and for the second quarter of 2006 until Sept. 11, 2006.  

Lenders under the Company's $275 million senior secured credit
facility also agreed to extend financial reporting deadlines for
the same periods.  The Company continues to work diligently to
complete the audit of its 2005 financial statements, and expects
to file its 2005 10-K report and 2006 quarterly reports within the
waiver periods.

The Company received consents from holders of approximately 99% of
its outstanding Senior Notes and 94% of its outstanding Senior
Subordinated Notes by the 5:00 p.m., April 7th consent deadline.

Consenting holders will receive a one-time consent fee of $10.00
in cash or 4.4444 unregistered shares of Bally common stock for
each $1,000 principal amount of notes at the consenting party's
option and subject to compliance with applicable securities laws.

Bally expects to sell unregistered common stock to Wattles Capital
Management, LLC, and another large shareholder to finance the
payment of cash consent fees and related expenses.  

The Company currently has approximately 38.5 million common shares
outstanding and expects to issue approximately 2.76 million shares
in connection with the lender and noteholder consent process.

Bally retained MacKenzie Partners, Inc., to serve as the
information agent and tabulation agent for the consent
solicitation.  Questions concerning the consent solicitation
should be directed to:

               MacKenzie Partners, Inc.
               Attention: Jeanne Carr
               Madison Square Station
               P.O. Box 865
               New York, NY 10160-1051

The information agent and tabulation agent may be reached by
telephone at (212) 929-5500 (call collect) or (800) 322-2885
(toll-free).

                         About Bally Total

Bally Total Fitness -- http://www.ballyfitness.com/-- is the   
largest and only U.S. commercial operator of fitness centers,
with approximately four million members and 440 facilities
located in 29 states, Mexico, Canada, Korea, China and the
Caribbean under the Bally Total Fitness(R), Crunch Fitness(SM),
Gorilla Sports(SM), Pinnacle Fitness(R), Bally Sports Clubs(R)
and Sports Clubs of Canada(R) brands.  With an estimated 150
million annual visits to its clubs, Bally offers a unique
platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.

                            *    *    *

As reported in the Troubled Company Reporter on March 17, 2006,
Standard & Poor's Ratings Services held its ratings on Bally Total
Fitness Holding Corp., including the 'CCC' corporate credit
rating, on CreditWatch with developing implications, where they
were placed on Dec. 2, 2005.

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

Bally's ratings were originally placed on CreditWatch on
Aug. 8, 2005, following the commencement of a 10-day period after
which an event of default would have occurred under the Company's
$275 million secured credit agreement's cross-default provision
and the debt would have become immediately due and payable.
Subsequently, Bally entered into a consent with lenders to extend
the 10-day period until Aug. 31, 2005.  Prior to Aug. 31, the
company received consents from its bondholders extending its
waiver of default to Nov. 30, 2005.


BEAR STEARNS: Fitch Affirms Six Loan Class Ratings at Low-Bs
------------------------------------------------------------
Fitch Ratings removed six classes of Bear Stearns Commercial
Mortgage Securities, Inc., series 2001-Top 2 Trust Fund from
Rating Watch Negative and affirmed the current ratings:

   -- $16.4 million class G at 'BB+'
   -- $6.3 million class H at 'BB'
   -- $7.5 million class J at 'BB-'
   -- $3.8 million class K at 'B+'
   -- $5 million class L at 'B'
   -- $2.5 million class M at 'B-'

In addition, Fitch upgrades these classes:

   -- $26.4 million class B to 'AAA' from 'AA'
   -- $30.2 million class C to 'AA+' from 'A'
   -- $10.1 million class D to 'AA' from 'A-'
   -- $23.9 million class E to 'A' from 'BBB'
   -- $8.8 million class F to 'BBB' from 'BBB-'

Fitch also affirms these classes:

   -- $142.6 million class A-1 at 'AAA'
   -- $529.7 million class A-2 at 'AAA'
   -- interest only class X-1 at 'AAA'
   -- interest only class X-2 at 'AAA'

Class N is not rated by Fitch.

Classes G through M have been removed from Rating Watch Negative
due to the resolution of the 1601 McCarthy loan.  Pursuant to the
settlement terms, the trust will incur a 100% loss on the loan,
which is expected to deplete the balance of the non-rated class N.
Litigation expenses, which had caused interest shortfalls to the
below investment grade classes, will no longer be passed through
the trust.  Fitch expects these classes to begin recovering
interest immediately.  

All litigation between the trust and the borrower of 1601 McCarthy
has been settled and the trust is no longer exposed to a $33
million punitive damage claim.

The rating upgrades reflect:

   * defeasance;

   * increased subordination levels due to payoffs and scheduled
     amortization; and

   * subordination levels of deals issued today having similar
     characteristics.

As of the March 2006 distribution date, the pool's aggregate
balance has been reduced 17.75% to $820.7 million from $1 billion
at issuance.

Two loans (3.62%) are currently with the special servicer.  The
largest specially serviced loan (3.08) is a retail property in
Provo, Utah.  The loan transferred to the special servicer due to
monetary default when several key tenants vacated the property.

The special servicer has executed a modification of the loan with
the borrower and is now working with the borrower to stabilize
occupancy at the property.

Fitch reviewed the performance of Mansfield Village Apartments
(2.06%), the transactions only remaining credit assessed loan.
Based on its stable performance since issuance, the loan retains
an investment grade credit assessment.  Most recent occupancy and
debt service coverage ratio are 83.74% and 1.64 times as of year
to date September 2005 according to the master servicer.


CALPINE CORP: To Record $5.5 Billion Non-Cash Impairment Charges
----------------------------------------------------------------
Calpine Corporation (OTC Pink Sheets: CPNLQ) expects to record
approximately $5.5 billion in non-cash impairment charges for the
twelve months ending Dec. 31, 2005.  

Further, the company expects to record additional non-cash
valuation allowances of approximately $1.6 billion against
deferred tax assets, which will be reflected in the tax provision
for 2005.  

The company concluded that these charges were necessary due to
multiple factors, including constraints arising as a result of the
company's bankruptcy filing on Dec. 20, 2005.  

The charges reflect the company's prior assessment, reported in
December 2005, that material impairment charges for the period
ending Dec. 31, 2005 were likely.  These non-cash charges will not
impact Calpine's liquidity position.

Calpine noted that it continues to take action to stabilize and
improve its business.  In February, Calpine was taking action to
strengthen its operations, reduce operating costs and focus on its
core business -- power generation.  

Earlier this month, Calpine reported additional steps to reduce
costs and address assets that are no longer considered part of its
core operations.

"Calpine can no longer conduct business as usual," Robert P. May,
Calpine's Chief Executive Officer, stated.  "We're taking the
tough but necessary actions to rebuild our company while focusing
on the core power assets and markets where we can best compete.  

"We believe the new Calpine will be leaner and more focused -- and
ultimately a more competitive and profitable power company.  Near-
term, our goal is to achieve positive cash flow in 2007.  

"And we're taking the right steps to get there -- optimizing our
power portfolio, reducing operating and interest costs, and
streamlining our organization.  

"I am confident that Calpine has the strong operating assets,
dedicated workforce and committed leadership to emerge from
Chapter 11 a powerful competitor positioned for growth."

A full-text copy of the Company's Form 8-K providing information
on these impairment charges is available at no charge at:

               http://ResearchArchives.com/t/s?7f9

                       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 CORP: Wants to Implement Employee Incentive Program
-----------------------------------------------------------
Calpine Corp. and its debtor-affiliates seek permission from the
U.S. Bankruptcy Court for the Southern District of New York to
implement an incentive program that provides market-based
compensation opportunities for select members of the Debtors'
workforce.

The purpose of the Calpine Incentive Program is to return the
overall compensation opportunity for certain of Calpine's key
employees to market-competitive levels to ensure the continued
effective job performance necessary for Debtors' ongoing business
operations and successful reorganization -- and to do so in a way
that not only preserves but enhances the value of Debtors'
estate.

"The proposed Calpine Incentive Program accomplishes these dual
goals and will yield positive results for Calpine, its employees,
and the estates," Richard M. Cieri, Esq., at Kirkland & Ellis
LLP, in New York, tells the Hon. Burton R. Lifland.

Since the Petition Date, the Debtors have reduced their
prepetition workforce by more than 10% with further announced
reductions to be implemented in phases that will ultimately
reduce the workforce from a prepetition headcount of 3,208 to
2,025 by the completion of the restructuring process.

The Calpine Incentive Program has four components:

     a. the Emergence Incentive Plan,
     b. the Management Incentive Plan,
     c. the Supplemental Bonus Plan, and
     d. the Discretionary Bonus Plan

Mr. Cieri says the core components of the Program -- the
Emergence Incentive and Management Incentive Plans -- demand the
achievement of specific reorganization objectives -- aimed at
headcount reduction, cost-cutting, cash-flow improvement, and
transaction goals -- or demonstrable increases in the adjusted
enterprise value of Calpine before payments will be made.

The Debtors believe that by linking increased compensation
opportunity to enhanced value for the estate, the Program
successfully and fairly aligns the interests of the company, its
employees, and its creditors.

Watson Wyatt Worldwide, a global human resources consulting firm,
assisted the Debtors in the development of the Emergence
Incentive Plan and the Management Incentive Plan.

                     Emergence Incentive Plan

The Emergence Incentive Plan provides cash awards -- payable only
at emergence -- to selected senior employees in the positions
most capable of influencing the success of the Debtors' ongoing
business and reorganization efforts.  

It does not include the CEO or CFO/CRO who have separate emergence
incentive opportunities based on similar performance metrics.

The Emergence Incentive Plan consists of an incentive pool
created according to adjusted enterprise value.  AEV is defined
as Total Enterprise Value, as set forth in a confirmed Plan of
Reorganization for Calpine, less the book value of all project
debt -- including notes payable, capital leases, project loans,
and project-level preferred interests.  

AEV targets will be adjusted for any asset sales that are
completed during the pendency of the Chapter 11 Cases.

The Emergence Incentive Plan begins with a $5.45 million incentive
pool earned for the successful consummation of a plan of
reorganization and a threshold AEV of at least $5 billion -- a
substantial achievement given the Debtors' current financial
condition.  Thus, no incentive pool is created unless an AEV of
$5 billion is attained

At the same time, exceptional performance by the Debtors'
management team is compensated with commensurate increases to the
incentive pool.  As AEV increases beyond $5 billion, so does the
size of the incentive pool -- there is an increase of $285,000
for each $100 million incremental increase to AEV.

To arrive at the proposed incentive pool amounts, the Debtors, in
consultation with the Official Committee of Unsecured Creditors,
assumed a target AEV of $8 billion and calculated a target total
incentive opportunity for participants from which the incremental
pool values were determined for both increasing and decreasing
potential AEV.  

The total incentive pool of $14 million at an AEV of $8 billion
was determined by examining the base salaries for the selected
executive vice president  and senior vice president participants,
and calculating an incentive pool equivalent to 80% of SVP
salaries and 150% of EVP salaries for a two-year period.

The EIP is reasonable and within market practice with respect
to the potential cost of the program as a function of revenues
or total assets, Mr. Cieri assures the Court.  Watson Wyatt
analyzed available data regarding both retention and incentive
plans approved in other bankruptcy and restructuring cases
involving companies with revenues in excess of $4.5 billion.

                    Management Incentive Plan

The Debtors will implement a Management Incentive Plan for
approximately 600 employees who occupy positions critical to the
operation of Calpine's ongoing business as well as the Debtors'
specific reorganization goals.  At its core, the MIP will be
similar to the traditional bonus programs utilized by the Debtors
prepetition.

However, instead of the multiple Bonus Programs, select employees
will participate in a single bonus plan, although the performance
measures and bonus allocation will vary relative to the
individual employee's role within Calpine and contribution to the
reorganization.

In contrast to the prepetition Bonus Programs -- which looked at
calendar year goals and performance -- the Short Term Incentive
Program will measure performance in separate six-month
performance periods.  The change is designed to minimize
difficultly in forecasting goals and defining performance
measures.

Each eligible employee's bonus opportunity for a performance
period will equal one-half of his or her prepetition annual bonus
opportunity.

In general, expressed as a percentage of salary, the MIP target
awards for employees at various levels are:

               Position                      Rate
               --------                      ----
               Executive vice president      100%
               Senior vice president          40%
               Vice president                 30%
               Director                       25%
               Certain managers               20%

The first performance period will run from Jan. 1, 2006, to
June 30, 2006.  During this period, performance will be measured
relative to four goals:

   (a) delivery of a Business Plan to the Board of Directors by
       June 1, 2006;

   (b) achievement of a target-adjusted cash flow that is
       calculated as an improvement to the DIP budget;

   (c) achievement of specific headcount reductions and cost-
       cutting goals; and

   (d) the achievement of a working capital target.

The second performance period would run from July 1, 2006, to
Dec. 31, 2006.  The performance measures for this period will be
set forth in the Business Plan required to be delivered to the
Board of Directors prior to the end of the first performance
period.

The six-month performance periods will continue while the Debtors
remain in chapter 11.  Payments under the MIP will be made if
performance objectives are achieved.

The Debtors estimate that, if performance targets are met, the
proposed Management Incentive Plan will cost approximately
$23.5 million for 2006.  The Debtors also estimate an equivalent
expense for 2007.

                     Supplemental Bonus Plan

The Supplemental Bonus Plan has been designed to address the
immediate potential for the loss of key human capital in
functions that are critical to Debtors' ongoing business and
which are highly mobile in the market.

Under the SBP, persons identified by Debtors as performing a
critical function and being at significant risk of being hired
away from the company will be provided with a supplemental cash
award.

Only Employees at the level of vice president and below are
eligible for participation in the SBP.  None of the persons
selected for participation in the SBP will be "insiders" of the
Debtors.

Payment of the SBP award will be made in two equal installments
-- the first installment upon Court approval of the plan and the
second at year-end.  Employees selected for participation must be
employed on the date of payment to receive the award.

Any recipient of a SBP award who voluntarily terminates his or
her employment before the second installment at year-end forfeits
the right to the second installment payment and must refund a pro
rata portion of the first installment payment.  The aggregate
cost of the Supplemental Bonus Plan is $6 million.

                     Discretionary Bonus Plan

Under the Discretionary Bonus Plan, a $500,000 pool will be
created annually from which individual bonus payments of no more
than $25,000 per employee, per year, may be awarded at the sole
discretion of the Debtors' chief executive officer.  Only
employees at the level of director and below will be eligible for
discretionary bonus payments.

The purpose of the plan is to allow the Debtors flexibility to
reward employees when necessary to deal with isolated issues that
inevitably arise during the restructuring period and which are
not accounted for in the more formal and structured incentive
programs.  Both the size of the requested fund and the limitation
on individual employee awards evidence a measured approach by the
Debtors to the creation of this flexible ad hoc bonus plan.

                       About Calpine Corp.

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


CALPINE CORP: Wants to Finalize May, Davido & Fishman Pacts
-----------------------------------------------------------
Calpine Corp. and its debtor-affiliates seek permission from the
U.S. Bankruptcy Court for the Southern District of New York to
finalize employment agreements with three of the most
indispensable members of their management team:

   -- Chief Executive Officer and Director Robert P. May;

   -- Executive Vice President, Chief Financial Officer and Chief
      Restructuring Officer Scott J. Davido; and

   -- Executive Vice President-Power Operations Robert E. Fishman.

Specifically, the Debtors seek the Court's authority to assume
the CEO Agreement, and enter into an employment agreement with
Messrs. Davido and Fishman.

Messrs. May and Davido are recent additions to the Debtors'
leadership.

Mr. May served as a member of the Board of Directors and as the
interim President and Chief Executive Officer of Charter
Communications, Inc., the nation's third largest cable operator
and a full-range provider of advanced internet, video, and data
services.

Mr. Davido joins Calpine from NRG Energy, Inc., the nation's
second largest independent power producer.

According to Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in
New York, the Debtors' hiring of Messrs. May and Davido was the
result of extensive and deliberate negotiations, which culminated
in the Calpine Corporation's Board of Directors' approval of the
CEO and CFO/CRO Agreements, based on both executives'
qualifications, expertise, and plans to restructure the Debtors'
businesses.

"[E]ach brings ample and vital experience in successfully
restructuring large financially distressed corporations -- both
within Chapter 11 proceedings and otherwise," Mr. Cieri says.

Approving the CEO and CFO/CRO Agreements will aid significantly
in maximizing the value of the Debtors' estates, Mr. Cieri
maintains.

The terms of the CEO and CFO/CRO contracts are tied to the
Debtors' success in emerging from the Chapter 11 proceedings as a
healthy energy industry competitor.  

More specifically, Messrs. May's and Davido's compensation is
determined in large part by the value they create for the Debtors,
as measured by the achievement of certain enterprise value
targets.

Dr. Fishman's service as EVP-Power Operations is the result of a
promotion following years of exemplary performance in previous
Calpine leadership capacities.  

As EVP-Power Operations, Dr. Fishman will have overall
responsibility for Calpine's vast network of power plants.  

He will be responsible for managing Calpine's 27,000 megawatt
portfolio of natural gas-fired and geothermal facilities;
including engineering, capital project management, midstream gas
pipeline, and fuel diversification activities, as well as
Calpine's safety, health, and environmental programs.

                           CEO Agreement

Mr. May will serve an initial term of two years, which term is
automatically renewable for successive 12-month terms.  He will
receive a base salary is $1.5 million per annum, subject to
annual review by the Board, and may be increased.

The CEO is eligible for an annual cash performance bonus so long
as he remains employed by the company on the last day of the
applicable fiscal year.  The target bonus will be established by
the Board, but the minimum target bonus will be 100% of the base
salary, and may range from 0 to 200% of base salary.

The CEO will receive minimum bonuses of $2.25 million and $1.5
million for the 2006 and 2007 fiscal years, and a one-time sign-
on bonus of $2 million.

The CEO will also receive a Base Emergence Incentive Payment of
$4.5 million, payable on effectiveness of a confirmed plan of
reorganization.  

He will also get an Additional Emergence Incentive Payment based
on the achievement of a certain Adjusted Enterprise Value, which
is total enterprise value less project debt.

If Calpine emerges from Chapter 11 with an AEV of more than
$5 billion, in addition to the Base Emergence Incentive Payment,
Mr. May will receive an additional $239,000 for each $100 million
increase in AEV over $4.5 billion.  

Mr. May will also get an additional $4 million potential
emergence incentive payable solely at the discretion of the
Official Committee of Unsecured Creditors.

The CEO can also participate in the general employee benefits
programs available to other senior executives.   He will receive
severance benefits if he resigns for good reason or the company
terminates his employment without cause.

The severance benefits include an amount equal to the sum of the
CEO's base salary and target bonus at the time of the termination
of his employment, paid over a year.

To the fullest extent permitted by applicable law, Calpine will
provide indemnification for the CEO under its Articles of
Incorporation and Bylaws.  

The CEO will be covered by the company's standard indemnification
agreement and by any director's and officer's liability insurance
policy maintained by the company.

                        CFO/CRO Agreement

Mr. Davido will serve an initial two-year term, which term is
automatically renewable for successive 12-month terms.  He will
be entitled to a base salary of $700,000 per annum.

Mr. Davido will be eligible for an annual cash performance bonus
so long as he remains employed by Calpine on the last day of the
applicable fiscal year.  

The target bonus will be established by the CEO and the Board, but
the minimum target bonus will be 100% of base salary, and may
range from 0 to 150% of his base salary.

Mr. Davido will receive minimum bonuses of $700,000 for the
fiscal years ending December 31, 2006, and December 31, 2007.  He
will also get a one-time sign-on bonus of $500,000.

Mr. Davido will also receive a Base Emergence Incentive Payment
of $1.5 million, payable on effectiveness of a confirmed plan of
reorganization.  

He will get an Additional Emergence Incentive Payment based on the
achievement of an Adjusted Enterprise Value.  If Calpine emerges
from Chapter 11 with an AEV of more than $5 billion, Mr. Davido
will receive an additional $80,000 for each $100 million increase
in AEV over $4.5 billion.  

He will get an additional $1.3 million potential emergence
incentive payable solely at the discretion of the Committee.

Mr. Davido will receive severance benefits if Calpine terminates
his employment without cause or if he resigns for good reason.  
The severance benefit will be an amount equal to two times the
sum of Mr. Davido's Base Salary at the time of the termination.  
He is also entitled to continue to receive group health benefits
for a period of one year following the date of termination.

Calpine will also provide indemnification to Mr. Davido.

                          EVP Agreement

The initial term of the EVP Agreement is one year, and will be
automatically renewable at the end of the initial term for
successive 12-month terms.

Mr. Fishman's base salary is $500,000 per annum.  He will be
eligible for an annual cash performance bonus so long as he
remains employed by the company on the last day of the applicable
fiscal year and achieves objectives established by the CEO and
the Board.  

The target level for the EVP's bonus will be established by the
CEO and the Board, provided that the minimum target level will be
90% of the base salary.

Mr. Fishman will also be eligible to participate in the Emergence
Incentive Plan upon the company's emergence from bankruptcy, as
approved during the bankruptcy proceedings and as determined by
the CEO.   He will also be eligible to participate in the general
employee benefits programs available to other senior
executives.

Mr. Fishman will receive severance benefits if Calpine terminates
his employment without cause or if he terminates his employment
for good reason.  

The severance benefit will be an amount equal to
one times his annual base salary as of the date his employment
terminates, to be paid ratably on the same payment schedule in
effect at termination.  

He is also entitled to continue to receive group health benefits
for a period of one year following the date of termination.

Calpine will provide full indemnification to Mr. Fishman.

                        About Calpine Corp.

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


CCM MERGER: Slow Revenue Growth Prompts Moody's Ratings Review
--------------------------------------------------------------
Moody's Investors Service placed the ratings on CCM Merger Inc.,
on review for possible downgrade in light of slow growth of gaming
revenues in the Detroit market, and the company's operating
performance in 2005 that was materially below Moody's expectations
due to unexpectedly competitive market conditions.

Additionally, weak financial performance relative to expectations
is occurring at a time when the company's risk profile is elevated
due to construction of its permanent gaming facility in Detroit.  
However, Moody's notes that CCM's cash balance at year-end 2005 is
sufficient to support the company's capital spending program.

The review for possible downgrade will consider the overall
outlook for revenue growth in the Detroit market, and the degree
to which the recently aggressive promotional environment will
impact the company's leverage and coverage measures in 2006 in
comparison to prior Moody's expectations.  

Moody's anticipates concluding this review after the receipt of
first quarter results, further discussions with management
concerning plans to manage through challenging market conditions,
but in any event, within the next 60 days.

Moody's previous rating action on CCM occurred on Jul. 6, 2005
when initial ratings were assigned to the company.  The ratings
included:

   -- a B1 corporate family rating;

   -- a B1 rating on the $100 million senior secured revolving
      credit facility due 2010;

   -- a B1 rating on the $650 million senior secured term loan B
      due 2012; and

   -- a B3 rating on the $300 million senior unsecured notes due
      2013.

CCM Merger, Inc., owns and operates MotorCity Casino in Detroit,
Michigan.  For the eighth month period ended Dec. 31, 2005, the
company generated approximately $319.9 million in adjusted gross
revenues.


CEBRIDGE III: Moody's Assigns Low-B Debt & Corp. Family Ratings
---------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
Cebridge III, LLC and a B1 rating to it proposed senior secured
first lien credit facility.  

The proposed facility consists of a $2 billion senior secured
first lien term loan and a $200 million senior secured first lien
revolving credit facility.  

Cebridge intends to use proceeds, combined with over $600 million
of cash equity contributions, to fund the acquisition of cable
systems from Cox Communications, Inc.  

The assigned ratings assume that in the third quarter of 2006,
Cebridge will issue debt junior to the proposed first lien debt to
fund the acquisition of additional cable systems from Charter
Communications, Inc.

Moody's based its analysis on Cebridge pro forma for the
combination of the existing cable assets of Cebridge Connections,
Inc., and the cable systems acquired from Cox and Charter; Moody's
would reevaluate all ratings if the Charter transaction does not
occur.

The ratings reflect high financial risk and execution challenges
related to the integration of acquired systems and the rollout of
telephony, as well as Cebridge's below average operating
performance and delay in offering advanced services relative to
most of its incumbent cable peers.  

Notwithstanding this delay, the combined entity's improved asset
efficiency and scale and potential for cash flow growth support
the ratings.  Moody's also considers the sizeable personal equity
contribution from management a credit strength.

This is the first time Moody's has rated Cebridge.  The outlook is
stable; ratings assigned are:

   * Assigned B2 Corporate Family Rating,

   * Assigned B1 Rating to Senior Secured Bank Credit Facilities

Stable Outlook.

Financial risk for Cebridge includes high leverage, minimal free
cash flow, and the potential for increased leverage if attractive
acquisition opportunities arise.  

Pro forma for the Charter and Cox transactions, Moody's estimates
Cebridge leverage at just under 8x debt-to-EBITDA, based on
trailing 12 months EBITDA for 2005 but expects leverage to decline
to the mid 7x range using Moody's estimate of 2006 EBITDA.

Moody's anticipates Cebridge will be free cash flow neutral to
modestly positive on a pro forma basis for 2006 but consume a
modest amount of cash on an actual basis, given that the company
will only own the systems for a portion of the year.  

Given Cebridge management's pattern of numerous acquisitions and
the substantial incremental liquidity provided for in the credit
facility, Moody's believes the company could increase leverage to
fund additional acquisitions, although leverage covenants will
likely limit any increase in debt over the short term.  Any
acquisitions would intensify the already substantial integration
challenge.

Management will need to invest both time and capital into the
integration of cable assets that will create a new entity
approximately five times the size of the company's existing
operations.  

Moody's estimates the company will spend approximately $25 million
in 2006 on integration activities such as workforce
rationalization and transition of technology systems.  

These costs will likely improve margins and enhance Cebridge's
growth potential but pressure cash flow in the short term.  
Finally, the depth and breadth of Cebridge's services remain
behind most peers, and the essential focus on integration while
also developing its product offerings in a competitive environment
poses challenges.

Notwithstanding these substantial operating challenges, Moody's
believes the combined entity will benefit from better asset
efficiency and scale, and the potential for cash flow growth from
telephony and increased penetration from advanced video services
and high speed data exists.  

Cebridge Connections has neared completion of its initiative to
dispose of less attractive legacy cable systems, and the Charter
and Cox systems represent a further improvement in the footprint.

Furthermore, the combined entity's scale will likely result in
increased supplier leverage and improved advertising revenue
relative to the historic Cebridge Connections, as well as better
geographic diversity.  

Moody's also views positively the approximately $30 million cash
equity contribution from Cebridge CEO and Chairman Jerry Kent and
the approximately $13 million cash equity contribution from Howard
Wood.  

The total cash contribution of equity is $621 million.  At the
close of the transaction, approximately $40 million, representing
1.25% of the transaction, will be returned to sponsors and
management in the form of fees.

The stable outlook assumes successful integration of the business
such that Cebridge achieves margins in the 35% range in 2007 and
leverage falls to the mid 7x range by year end 2006 and below 7x
the following year.  

Increased leverage to fund dividends or acquisitions would likely
pressure the ratings down, and evidence of difficulty integrating
assets or a slower than projected telephony rollout could result
in a negative ratings action.  

Management's ability to build a track record of successful
integration and leverage in the mid to low 6x range, with
expectations that it would remain there, could cause upward
ratings momentum.

The B1 rating on the first lien secured bank debt, which consists
of a $2 billion term loan and a $200 million revolving credit
facility, incorporates the assumption that Cebridge will issue
approximately $775 million of debt securities junior to the first
lien debt in the second half of 2006 to fund the acquisition of
additional cable systems from Charter.  

The high asset value inherent in incumbent cable systems and
expectations for a junior debt cushion, which Moody's estimates at
approximately one-quarter of total debt, warrant the notch up from
the B2 corporate family rating.

Cebridge also owns an unrestricted subsidiary consisting of North
Carolina cable assets acquired from Cox and financed separately.
Cebridge does not guarantee this financing, which is non recourse
to the Cebridge financing, but the credit agreement will allow
Cebridge to distribute funds to this entity through restricted
payments.  

Moody's anticipates modest utilization of the restricted payments
allowance, likely to remain below $15 million.  Moody's would
reevaluate both the corporate family rating and notching in the
unlikely event that the Charter transaction does not occur.

Moody's assessed Cebridge's financial profile based on estimated
performance of the combined company pro forma for the acquisition
of the Cox and Charter systems and incorporating the expected
financing to fund the Charter acquisition.  

Pro forma for both transactions, Moody's estimates Cebridge
leverage at just under 8 times debt-to-EBITDA, based on trailing
twelve months EBITDA for 2005 but expects leverage to decline to
the mid 7x range using Moody's estimate of 2006 EBITDA.

Moody's anticipates Cebridge will be free cash flow neutral to
modestly positive on a pro forma basis for 2006 but consume a
modest amount of cash on an actual basis, given that the company
will only own the systems for a portion of the year.  

The $200 million revolving credit facility, which Moody's does not
expect Cebridge to draw absent acquisition opportunities, provides
ample external liquidity.

Expected proceeds from minor asset sales in 2006 will also boost
liquidity and cover the modest cash shortfall in 2006.  Moody's
estimates fixed charge coverage, as measured by EBITDA less
capital expenditures-to-cash interest expense, will be weak at
about one time in 2006 and potentially improving thereafter as
EBITDA grows and upgrade and integration related capital
expenditures moderate.

Moody's anticipates Cebridge will achieve EBITDA margins in the
35% range, lower than many of its peers due in part to its less
dense footprint, which serves fewer subscribers with each headend.  

The company's revenue per homes passed, currently in the low $400
range, will likely improve with increased penetration of phone and
telephony, as well as advanced video services.  

This ratio is in line with rated peers such as Insight
Communications Company, Inc., Mediacom Communications Corporation
and Atlantic Broadband Finance, but significantly below that of
Cablevision Systems Corporation and Patriot Media & Communications
CNJ, LLC, which benefit from high penetration of both basic video
and other services in dense, affluent markets.

Cebridge III, LLC, is a newly created entity formed to consolidate
the assets of Cebridge Connections with cable systems to be
acquired from Cox Communications Inc., and Charter Communications
Inc.  Pro forma for these acquisitions and the expected
disposition of minor non-core assets, the company will service
approximately 1.3 million basic video customers.  The company also
provides high speed data and telephony services, and its pro forma
annual revenue for the year ended 2005 was approximately $1
billion.


CEBRIDGE III: S&P Puts B+ Rating on Proposed $2.2 Billion Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to St. Louis, Missouri-based Cebridge III, LLC.

Simultaneously, a 'B+' bank loan rating and a '2' recovery rating
were assigned to the company's proposed $2.2 billion senior
secured first priority credit facility, indicating expectations
for a substantial (80%-100%) recovery in the event of a payment
default.  The outlook is stable.
      
"Debt proceeds of $2 billion, along with $621 million of equity,
will be used to finance the acquisition of cable systems from Cox
Communications, Inc., in the first of two transactions that will
markedly increase the size of Cebridge's subscriber base," said
Standard & Poor's credit analyst Susan Madison.

At the same time, existing Cebridge debt totaling $310 million
will be refinanced.  The second acquisition, consisting of cable
systems from Charter Communications Inc., is expected to close in
mid-2006.  

This acquisition will be financed through a combination of second-
lien discount notes and subordinated senior notes totaling $775
million.  Although Standard & Poor's has not yet assigned ratings
to these proposed offerings, the rating agency's analysis assumes
this additional debt is incurred.  

Additionally, the ratings assigned are based on preliminary
documentation, and subject to review of final documents.
     
The ratings for Cebridge III, LLC reflect:

   * mature revenue growth prospects for basic video services;

   * competitive pressure on the video customer base from
     direct-to-home satellite TV providers;

   * integration risks associated with the Cox and Charter cable
     system acquisitions;

   * the potential for increased high speed data and video
     competition from telephone companies; and

   * a highly leveraged financial profile.

Partly tempering these factors are:

   * the company's position as the still-dominant provider of pay
     television services in its markets;

   * revenue growth opportunities from high-speed data and
     advanced video services; and

   * growth potential from cable telephony.


CERADYNE INC: Expects $134 Million First Quarter Sales
------------------------------------------------------
Ceradyne, Inc. (Nasdaq NM: CRDN) expects to report first quarter
2006 sales of approximately $134 million to $136 million, compared
to first quarter 2005 sales of $69.8 million.

"New orders during the first quarter totaled approximately $155
million and included $115 million of new lightweight ceramic body
armor, which includes some next generation elements," Joel
Moskowitz, Ceradyne chief executive officer, commented.  

"The positive approximately 1.15:1 book to bill ratio indicates
increasing levels of business as we progress through 2006."

Mr. Moskowitz added: "We continue to believe that the lightweight
ceramic body armor business will remain firm through 2007 and into
2008.  This belief is based on our current technology and
manufacturing capacity, recent non-binding conversations with
various governmental procurement agencies, and is always subject
to congressional approval.  During our upcoming April 27, 2006
quarterly teleconference, we will provide initial revenue guidance
and rationale for Ceradyne's 2007 armor expectations and discuss
our growing non-defense businesses.

"We will also be announcing shortly our first Ceradyne Analyst Day
to be held in California sometime in the second quarter 2006."

Ceradyne Inc. -- http://www.ceradyne.com/-- develops,
manufactures and markets advanced technical ceramic products and
components for defense, industrial, automotive/diesel and
commercial applications.

                          *     *     *

Standard & Poor's Ratings Services put 'BB-' corporate credit
rating on Ceradyne Inc. in July 2004.

At the same time, Standard & Poor's placed a 'BB-' senior secured
bank loan rating and recovery rating of '3' to the company's
$160 million senior secured bank facility.  S&P said the outlook
is stable.


CLAREMONT TECH: Madsen & Associates Raises Going Concern Doubt
--------------------------------------------------------------
Madsen & Associates, CPA's Inc., expressed substantial doubt about
Claremont Technologies Corp.'s ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended Sept. 30, 2005, and the period from
Sept. 14, 1999 to Sept. 30, 2005.  The auditing firm said that the
Company does not have the necessary working capital to service its
debt and its planned activity.

For the fiscal year ended Sept. 30, 2005, Claremont incurred a
$91,869 net loss on $14,071 of revenues, in contrast to an
$865,082 net loss on $1,476 of revenues in the prior year.

As of Sept. 30, 2005, the Company had total assets of $13,610 and
total liabilities of $467,861, resulting in a stockholders'
deficit of $454,251.

Claremont is currently under Chapter 11 bankruptcy protection.  
The Company's previous management and related parties previously
filed an involuntary Chapter 7 petition against the Company.
Claremont has successfully converted the original petitioned
Chapter 7 to a voluntary Chapter 11 proceeding.

During the period of November 2004 up to March 2005, the Company's
new management was engaged in the market introduction of the Safe
Cell tab product line.  This initiative included the hiring and
training of key personnel, the development of regional and
national distribution partnerships and the successful
establishment of Safe Cell Tabs professional athlete testimonial
program.

A full-text copy of Claremont's annual report on Form 10-K, filed
with the Securities and Exchange Commission, is available for free
at http://researcharchives.com/t/s?7fb

Headquartered in Las Vegas, Nevada, Claremont Technologies Corp.
-- http://www.claremonttechnologies.com/-- develops the first and  
only independent lab certified device, the Safe Cell Tab, which
helps eradicate all cancer-causing radiation from electromagnetic
frequencies.  The Company was subject to an involuntary chapter 7
petition on March 25, 2005 (Bankr. D. Nev. Case No. 05-12235).  
The Debtor consented to an entry of an order for relief under
chapter 11 on Aug. 24, 2005.  Matthew L. Johnson, Esq., at Matthew
L. Johnson & Associates, P.C., represent the Debtor.


COLLINS & AIKMAN: D&F Corp. Wants to Foreclose on Lien
------------------------------------------------------
D&F Corporation fabricated and delivered certain tooling fixtures
for use in the manufacture, assembly, or fabrication of plastic
parts related to Collins & Aikman Corporation and its debtor-
affiliates' automotive supply business.

Frederick A. Berg, Esq., at Kotz, Sangster, Wysocki & Berg, P.C.,
in Detroit, Michigan, tells the U.S. Bankruptcy Court for the
Eastern District of Michigan that the Fixtures are used in the
automotive industry to produce specific plastic parts or
components that are uniquely designed for use in specific vehicle
programs.  

Once a vehicle program is discontinued, or sufficient parts have
been produced, the mold becomes obsolete and it has little more
than its scrap value.

Continued use of the Fixtures and continued production of these
parts by the Debtors, Mr. Berg explains, substantially decreases
and impairs the Fixtures' value.  A Fixture's value lies almost
exclusively in its ability to produce specific automotive parts
for the Debtors' customers.

Other than to provide the "project number" on its purchase
orders, the Debtors have not informed D&F of the programs for
which the Fixtures are used.

D&F believes that at least some of the programs for which the
Fixtures are being used are nearing conclusion.  Once the Debtors
have produced sufficient parts or the relevant program is
concluded, the Fixtures will lose almost all of their value, Mr.
Berg says.

In addition, continued use of the Fixtures may result in
substantial damage to the Fixtures, thus reducing or eliminating
their value.  D&F has no information that the Debtors are properly
maintaining and insuring the molds.

D&F asserts that the Debtors owe it $175,999 for the Fixtures.

Pursuant to the requirements of the Moldbuilder's Lien Act, D&F
permanently recorded its name, street address, city, and state as
required by MCL Section 445.619(1) on the Fixtures.  Mr. Berg
tells the Court that D&F has properly perfected first-priority
liens on the Fixtures pursuant to MCL 445.619.

Mr. Berg notes that pursuant to a May 26, 2005 order, the Debtors
are authorized to pay lien claimant claims up to $13,500,000,
provided that the Lien Party has perfected or is capable of
perfecting a lien on the Debtors' assets, and subject to the
Debtors' right to challenge the validity or extent of the lien.

Despite the Court's Order, D&F has not received any payment for
any of the Fixtures nor have the Debtors offered any adequate
protection of D&F's interest in the Fixtures, Mr. Berg says.

Accordingly, D&F asks the Court to lift the automatic stay to
permit the foreclosure of the moldbuilders lien.  In the
alternative, D&F asks the Court to compel the Debtors to provide
adequate protection to its interests.

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


COLLINS & AIKMAN: Fabric Insists on $230,744 Tax Payment
--------------------------------------------------------
As reported in the Troubled Company Reporter on Mar 23, 2006,
Collins & Aikman Corporation and its debtor-affiliates objected to
Fabric (DE) GP's move to compel them to pay all accrued and unpaid
taxes due postpetition under the Fabric Lease.

The Debtors are tenants under a lease agreement with Fabric, dated
as of June 27, 2002, which covers certain real property in:

    -- Manchester, Michigan;
    -- Albemarle, North Carolina;
    -- Farmville, North Carolina;
    -- Old Fort, North Carolina;
    -- Holmesville, Ohio; and
    -- Springfield, Tennessee.

Fabric asserted that $230,744 in postpetition taxes, excluding
interest and penalties, is outstanding under the Lease:

   Bldg. ID    City, State                Due Date     Total
   --------    -----------                --------     -----
    MI0181     Manchester, Michigan       02/14/06   $57,144
    NC0141     Farmville, North Carolina  01/05/06    36,410
    NC0141     Farmville, North Carolina  01/05/06     1,552
    NC0141     Farmville, North Carolina  01/05/06       972
    NC0151     Old Fort, North Carolina   01/05/06     7,222
    NC0161     Albemarle, North Carolina  01/05/06    79,440
    TN0131     Springfield, Tennessee     12/31/05    12,928
    TN0131     Springfield, Tennessee     02/28/06    35,075

Fabric claimed that the Debtors' failure to pay the taxes
constitutes an Event of Default under the Lease.

Ray C. Schrock, Esq., at Kirkland & Ellis, LLP, argued that
Fabric's attempts to disguise prepetition taxes paid in arrears as
similar to postpetition rent that is paid in advance to unfairly
receive better treatment than all other unsecured, prepetition
creditors.

                   Fabric Responds to Objection

Fabric points out that the Debtors admittedly failed to pay taxes
even though their Chapter 11 cases have been pending for more than
10 months and even though interest and penalties due to taxing
authorities have been accruing on the postpetition taxes.

Timothy A. Fusco, Esq., at Miller, Canfield, Paddock & Stone,
P.L.C., in Detroit, Michigan, asserts that the Debtors' excuse for
not paying taxes is that they are currently investigating what
amounts, if any, remain unpaid.  

However, as the tax bills are sent directly from the taxing
authorities to the Debtors, the Debtors' prolonged investigation
is incomprehensible, Mr. Fusco argues.

"If figuring out the prorated amounts the Debtors concede are owed
is so difficult, that fact alone would support [Fabric's] position
that the Debtors should be required to pay all real estate taxes
as and when they become due postpetition (pending assumption or
rejection of the Lease) because that approach is clean, simple and
would avoid the incurrence of late fees and penalties during a
debtor's investigation of the amounts owed," Mr. Fusco says.

Accordingly, Fabric asks the U.S. Bankruptcy Court for the Eastern
District of Michigan to direct the Debtors to:

   a. immediately pay all accrued and unpaid taxes due
      postpetition under the Lease;

   b. continue to make payments timely as and when they become
      due postpetition; and

   c. provide Fabric with written evidence that all payments have
      been made.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit   
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


COMVERSE TECH: Restating Financial Results After Audit
------------------------------------------------------
The Special Committee created by Comverse Technology Inc. last
month to review matters relating to the Company's stock option
grants 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.

While the Special Committee has not completed its work or reached
final conclusions, Comverse reported in a filing with the
Securities and Exchange Commission that it expects to record
additional material non-cash charges for stock-based compensation
expenses in prior periods.

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.

Any stock-based compensation charges would have the effect of
decreasing the income from operations, net income and retained
earnings figures contained in the Company's historical financial
statements.

As a result of the ongoing stock option grants review, Comverse
has informed the SEC that its annual report on Form 10-K for the
fiscal year ended Jan. 31, 2006, will not be timely filed.

On Monday, Comverse notified The NASDAQ Stock Market that it
expects not to be in compliance with the NASDAQ requirements for
continued listing under NASDAQ Marketplace Rule 4310(c)(14).  The
rule requires the Company to make on a timely basis all required
filings with the Securities and Exchange Commission.

The Company expects that it will receive a Staff Determination
letter from The NASDAQ Stock Market indicating that, due to its
noncompliance with NASDAQ rules, its common stock would be
delisted unless the Company requests a hearing in accordance with
the NASDAQ Marketplace Rules.

                        Material Weakness

In addition, Comverse determined that it is highly likely that it
had a material weakness in internal control over financial
reporting as of Jan. 31, 2005, and Jan. 31, 2006.

A material weakness is a control deficiency, or a combination of
control deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected.

The Company intends to issue results for its fourth quarter and
the fiscal year ended Jan. 31, 2006, file its Annual Report on
Form 10-K for the fiscal year ended Jan. 31, 2006, and file any
financial statements required to be restated as soon as
practicable after the completion of the Special Committee's
review.

                    Shareholder Derivative Suit

On April 11, 2006, a complaint was filed in the New York State
Supreme Court with respect to a shareholder derivative action
brought by one of the Company's shareholders against certain
executives of the Company and certain current and former members
of the Company's board of directors for allegedly breaching their
fiduciary duties beginning in 1994 through the present by:

     a) allowing and participating in a scheme to backdate the
        grant dates of employee stock options to improperly
        benefit the Company's executives and certain directors;

     b) allowing insiders, including certain of the defendants, to
        personally profit by trading the Company's stock while in
        possession of material inside information;

     c) failing to properly oversee or implement procedures to
        detect and prevent the improper practices;

     d) causing the Company to issue materially false and
        misleading proxy statements, as well as causing the
        Company to file other false and misleading documents with
        the SEC; and

      e) exposing the Company to civil liability.

                          About Comverse

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

                            *   *   *

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


COMVERSE TECH: Inks Deal to Acquire Netcentrex for $164 Million
---------------------------------------------------------------
Comverse Technology, Inc., reported that its subsidiary, Comverse
Inc. signed a definitive agreement to acquire privately held
Netcentrex S.A., for approximately $164 million in cash, subject
to certain adjustments and a contingent earnout of up to an
additional $16 million.  

The actual amount of the contingent earnout payment, if any, will
be determined based upon achievement of certain financial targets
by the Netcentrex business during the remainder of fiscal 2006 and
for fiscal 2007.

The combination of Netcentrex, a leader in network-based software
enabling IP-based voice-video-data and fixed-mobile convergence
solutions for service providers, serving the enterprise and
consumer segments, with Comverse's portfolio of value-added
multimedia messaging, content and converged billing solutions, is
expected to benefit operators deploying differentiating,
multimedia services in the Voice-over-Internet Protocol and IP
Multimedia Subsystem domains.

The acquisition, which is expected to close by July 1, 2006, is
projected to be neutral to the company's fiscal 2006 pro forma net
income.  Pro forma net income excludes the impact of purchase
accounting adjustments related to the write-down of deferred
revenue, amortization of intangibles, and other acquisition-
related costs, among other items.

Kobi Alexander, Chairman and CEO of Comverse Technology, said, "We
believe VoIP, FMC and IMS-based communication services are poised
to grow in the coming years, and that Netcentrex is well-
positioned to address many of these opportunities.  Together, the
two companies offer a broad portfolio that enables converged
voice-video-data solutions, serving wireless, fixed, cable, MVNO
and Internet-based communication service providers."

Zeev Bregman, CEO of Comverse, the company's network systems unit,
said, "Netcentrex complements our product portfolio, technology,
and strategic direction.  Netcentrex's leading telco-grade
application server, rich IP Centrex, Class 5 and video services
and proven market position (with over 2.8M live VoIP lines),
together with Comverse's telecom VAS and billing leadership,
create a synergetic, unique VoIP, FMC and IMS offering."

"We are delighted to join forces with Comverse," Olivier Hersent,
Chairman and CTO of Netcentrex said.  "Our combined expertise will
benefit both existing and new clients, and will allow all types of
operators to build innovative service bundles based on IP
applications."

Netcentrex brings to Comverse a broad suite of software-based
converged voice-video-data-over-IP solutions, supporting the
consumer and enterprise offerings of approximately 50 service
providers, including AOL Germany, Comunitel (Tele2), Fastweb,
France Telecom, Telefonica Deutschland GmbH and Tiscali.

For the year ended Dec. 31, 2005, Paris-based Netcentrex generated
revenues of approximately $50 million.

                         About Netcentrex

Netcentrex -- http://www.netcentrex.net/-- develops unique next  
generation network voice and video solutions that enable telecom
operators and service providers to deliver voice-video-data and
fixed-mobile converged services for both the consumer and
enterprise markets.  Netcentrex has over 2.8 million VoIP lines in
commercial service and has been recognized as the worldwide leader
for Class 5 application servers.  The company has sales in over 25
countries and over 50 operator and service provider customers.

                          About Comverse

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

                            *   *   *

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


CONSTELLATION BRANDS: Canadian Regulators Okay Vincor Merger
------------------------------------------------------------
Constellation Brands, Inc. (NYSE: STZ, ASX: CBR) received
confirmation from the Investment Review Division of Industry
Canada, and Canada's Competition Bureau, that no further filings
or approvals are necessary in connection with the company's
acquisition of Vincor International Inc.

As reported in the Troubled Company Reporter on April 5, 2006, the
purchase will be completed through a statutory plan of arrangement
in Canada under which Constellation will acquire all of the issued
and outstanding common shares of Vincor at a cash price of
C$36.50.

In November 2005, Constellation Brands received approval from the
Minister under the Investment Canada Act and a "no action" letter
from the Competition Bureau, clearing the way for the acquisition.

The statutory waiting period in the United States under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, which had
been previously submitted, expired in November 2005, so the Act
poses no barrier to Constellation Brands proceeding with the
acquisition.  

Constellation Brands does not expect that any regulatory matter
will result in a barrier to closing the transaction to acquire
Vincor.

During the review of the proposed transaction, under the
Investment Canada Act, Constellation Brands agreed to a number of
negotiated enforceable commitments consistent with its intentions
to invest in and grow Vincor's business.  

These commitments assisted the Minister of Industry in determining
that the investment is of net benefit to Canada.

Constellation Brands intends to support the growth of Vincor's
Canadian business domestically and internationally.  Its
management has also provided commitments regarding the maintenance
of all Vincor's wineries, warehouses, vineyards and Wine Rack
retail shops in Canada, as well as to maintain virtually the same
management teams at those facilities.

An information circular relating to the transaction is expected to
be sent to Vincor shareholders in the latter half of April, with
the shareholder vote scheduled for June 1, and closing of the
transaction scheduled for the first week in June 2006, subject to
customary regulatory approvals and other closing conditions.

                    About Constellation Brands

Constellation Brands, Inc. -- http://www.cbrands.com/-- is a    
leading international producer and marketer of beverage alcohol
brands with a broad portfolio across the wine, spirits and
imported beer categories.  Well-known brands in Constellation's
portfolio include: Corona Extra, Corona Light, Pacifico, Modelo
Especial, Negra Modelo, St. Pauli Girl, Tsingtao, Black Velvet,
Fleischmann's, Mr. Boston, Paul Masson Grande Amber Brandy, Chi-
Chi's, 99 Schnapps, Ridgemont Reserve 1792, Effen Vodka, Stowells,
Blackthorn, Almaden, Arbor Mist, Vendange, Woodbridge by Robert
Mondavi, Hardys, Nobilo, Alice White, Ruffino, Robert Mondavi
Private Selection, Blackstone, Ravenswood, Estancia, Franciscan
Oakville Estate, Simi and Robert Mondavi Winery brands.

                            *    *    *

As reported in the Troubled Company Reporter on April 6, 2006,
Fitch affirmed BB ratings on Constellation Brands, Inc.'s bank
credit facilities and senior unsecured bond debt, and BB- rating
on the beverage company's senior subordinated debt obligations,
after the company announced a definitive agreement to acquire
Vincor International Inc.  The Rating Outlook is Stable, Fitch
said.  Approximately $4.2 billion in aggregate debt, including
debt related to the Vincor acquisition, is covered by Fitch's
actions.

As reported in the Troubled Company Reporter on Dec. 13, 2005,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating and other ratings on beverage alcohol producer and
distributor Constellation Brands Inc.

As reported in the Troubled Company Reporter on Nov. 16, 2005,
Moody's Investors Service assigned a (P)Ba2 rating to
Constellation Brands, Inc.'s then-proposed $1.2 billion senior
secured credit facility, the proceeds of which are to be used to
finance the purchase of Vincor International Inc.  

At the same time, Moody's confirmed these Constellation Brand
ratings:

   * Ba2 Corporate Family Rating

   * $2.9 billion senior secured credit facility consisting of a:

     -- $500 million revolver,
     -- $600 million tranche A1 term loans, and
     -- $1.8 billion tranche B term loans, Ba2

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

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

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

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

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

Moody's changed its ratings outlook to negative from stable, and
said its Speculative Grade Liquidity rating is SGL-2.


CYGNUS BUSINESS: Moody's Holds B3 Debt and Corp. Family Ratings
---------------------------------------------------------------
Moody's Investors Service concluded Cygnus Business Media, Inc.'s
rating review initiated in January 2006, and confirmed the
company's B3 Corporate Family rating and all other debt ratings.
The ratings affected are:

   * $30 million first lien senior secured revolving credit
     facility due 2008 --B3

   * $5 million first lien senior secured delayed draw facility,
     due 2008- B3

   * $139 million first lien senior secured term loan B due
     2010 -- B3

   * $30 million second lien senior secured facility, due 2010
     -- Caa1

   * Corporate Family rating -- B3

The rating outlook is stable.

The rating confirmation follows the successful conclusion of the
amendment of Cygnus' senior secured credit facility, and an
agreement between Cygnus's parent and its debt holders to extend
the maturity date of its $10.7 million note to January 2007.

Ratings are supported by Cygnus's positive free cash flow, a
steady improvement in top line and EBITDA margins through 2005,
and a decline in reported debt to EBITDA to 6.6x at the end of
December 2005 from 7.0x in fiscal 2004.  

The successfully concluded amendment and extension of the maturity
of its parent's notes have allayed Moody's concern that the
company could face a possible default under the covenants of its
senior secured credit facility.

The ratings confirmation is also based on the expectation of a
continued decrease in leverage to approximately 6.0 times reported
debt to EBITDA by the end of fiscal 2006 as a result of continued
top line growth, and cash flow expansion.

An upgrade of ratings is unlikely in the near term.  However,
ratings could be downgraded if the company failed to delever in
line with Moodys's expectations or it appeared that the company
was facing renewed covenant compliance pressure.  Ratings could
also be downgraded if Cygnus lost significant market share in its
publications or trade show businesses.

Headquartered in Westport Connecticut, Cygnus Business Media is a
diversified business-to-business media company.  The company
recorded revenues of $107 million in 2005.


DANA CORP: Paying $52.1 Million to Essential Suppliers
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
allowed Dana Corporation and its debtor-affiliates to pay
Essential Supplier Claims aggregating up to $52,100,000, on a
final basis.

The Court required the Debtors to provide the Official Committee
of Unsecured Creditors' designated financial advisors, FTI
Consulting, Inc.:

   (a) a report that identifies the potential Essential Suppliers
       holding estimated prepetition claims or 20-day
       Administrative Claims equal to or greater than $2,000,000;
       and

   (b) on a weekly basis, a summary report of all transactions,
       including transactions with Repudiating Vendors, in a form
       agreed to by the Debtors and the Committee.

The Debtors told the Court that it will provide FTI Consulting a
report of transactions through and including March 24, 2006.

The Debtors said that it will confer with FTI Consulting to
discuss the Reports on a weekly basis.

With respect to any proposed payment or transaction involving an
Essential Supplier identified on the Claim Report or if the
proposed payment to be made to an Essential Supplier exceeds
$2,000,000, the Debtors further said that it will provide FTI
Consulting with the advance notice of any proposed payment or
transaction as is reasonably practicable under the circumstances,
as determined by the Debtors in good faith.

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for   
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  Corinne Ball, Esq., and
Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  When the Debtors filed for protection
from their creditors, they listed $7.9 billion in assets and
$6.8 billion in liabilities as of Sept. 30, 2005.  (Dana
Corporation Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


DANA CORP: Court Approves Modified De Minimis Asset Sale Protocol
-----------------------------------------------------------------
Dana Corporation and its debtor-affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the Southern
District of New York to implement their de minimis asset sale
procedure subject to these modifications as requested by the
Official Committee of Unsecured Creditors:

   (1) "Market value," instead of "book value", will be used as
       the threshold for determining whether an asset is a De
       Minimis Asset that may be transferred to a non-
       Debtor affiliate;

   (2) The $1,500,000 threshold under which the Debtors can sell
       De Minimis Assets without further notice or hearing is
       reduced to $1,000,000;

   (3) To protect third parties who asserts an interest in or
       against any De Minimis Asset, all sales will be performed
       on notice to any entity that has a contractual right,
       option, right of first refusal or right to re-purchase the
       particular De-Minimis Asset;

   (4) The Objection Deadline for any particular sale will be 10
       days following service of the Sale Notice, as opposed to
       five business days; and

   (5) To keep the Committee fully informed, with respect to any
       sales above $250,000, the Debtors will periodically serve
       upon the Committee a statement containing:

         (i) a description of assets sold during the applicable
             period;

        (ii) the purchasers of the De Minimis Assets; and

       (iii) the aggregate consideration received during such
             period.

The Committee requested those changes with respect to the
procedures for selling assets to third parties and any proposed
transactions among the Debtors and non-Debtor affiliates to enable
it to effectively monitor any proposed transactions.

Sypris Technologies, Inc., objected to Dana's proposal to sell any
of its assets without notice to Sypris and without hearing,
irrespective of its alleged "book value" or any other
consideration to be received.

Sypris and Dana are parties to various agreements, pursuant to
which Dana has either sold or agreed to sell to Sypris, or agreed
not to sell to third parties, certain spare parts, manufacturing
equipment, and other assets.

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for   
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  Corinne Ball, Esq., and
Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  When the Debtors filed for protection
from their creditors, they listed $7.9 billion in assets and
$6.8 billion in liabilities as of Sept. 30, 2005.  (Dana
Corporation Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


DANA CORP: Has Until July 3 to File Schedules and Statements
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
further extended to July 3, 2006, Dana Corporation and its debtor-
affiliates' deadline to file their:

   (a) schedules of assets and liabilities,
   (b) schedules of executory contracts and unexpired leases and
   (c) statements of financial affairs.

The Debtors have already provided a list of their largest
creditors to their claims and noticing agent, BMC Corp.,
concurrently with the filing of their petitions.

As reported in the Troubled Company Reporter on March 21, 2006,
Corinne Ball, Esq., at Jones Day, in New York, explained that due
to the size, complexity and geographic reach of their operations
and the press of business preceding the filing of their Chapter
11 case, the Debtors need additional time to complete the
Statements and Schedules.

Given the volume of information to be provided in the Schedules
and Statements and the fact that the information is required to
be accurate as of the Petition Date, extending the Debtors'
filing deadline will help ensure that the relevant information is
fully processed through the Debtors' various information systems
and can be incorporated into the relevant schedules.  Rushing to
complete the documents would compromise their completeness and
accuracy, Ms. Ball avered.

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for   
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  Corinne Ball, Esq., and
Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  When the Debtors filed for protection
from their creditors, they listed $7.9 billion in assets and
$6.8 billion in liabilities as of Sept. 30, 2005.  (Dana
Corporation Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


DAWN CDO: Moody's Slashes $28.7 Mil. Class B Notes' Rating to Ba2
-----------------------------------------------------------------
Moody's Investors Service downgraded the rating of one class of
Note issued by Dawn CDO I, Ltd.  The $28,700,000 Class B Second
Priority Senior Secured Floating Rate Notes have been downgraded
from A3 on watch for possible downgrade to Ba2.  

The Class B Notes no longer remain on credit watch.  According to
Moody's, this action is the result of continuing negative credit
migration and par losses due to defaulted asset-backed securities
in the underlying portfolio.

Rating Action: downgrade

   Issuer: Dawn CDO I, Ltd.

   Tranche Description: $28,700,000 Class B Second Priority
                        Senior Secured Floating Rate Notes
                        due 2037

   Previous Rating: A3 on watch for possible downgrade

   New Rating: Ba2


DIGITAL COMMUNITY: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Digital Community Networks, Inc.
        1718 Main Street, Suite 300
        Sarasota, Florida 34236

Bankruptcy Case No.: 06-01702

Type of Business: The Debtor is a telecommunications contractor.

Chapter 11 Petition Date: April 13, 2006

Court: Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: Roberta A. Colton, Esq.
                  Trenam, Kemker, Scharf, Barkin, Frye,
                  O'Neill & Mullis, P.A.
                  P.O. Box 1102
                  Tampa, FL 33601
                  Tel: (813) 227-7486
                  Fax: (813) 229-6553

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Herbert and Ruth Jones                     $700,000
   4274 Boca Point Drive
   Sarasota, FL 34238

   Heidi R. Hess                              $680,000
   4209 Riverview Avenue
   Tampa, FL 33607

   Herbert Jones                              $624,402
   4274 Boca Point Drive
   Sarasota, FL 34238

   Advantage Group Communications, LLC        $534,137
   P.O. Box 34668
   Memphis, TN 38184

   Estate of Abraham Shames                   $240,000
   100 Sands Point Road
   Apartment 201
   Longboat Key, FL 34228

   McKee Family Ltd. Partnership              $226,350
   2399 Gulf of Mexico Drive, Unit 3A3
   Longboat Key, FL 34228

   Icard, Merrill, Cullis, Timm,              $226,413
   Furen & Ginsburg, P.A.

   John W. McKitrick                          $212,000
   2333 Gulf of Mexico Drive # C3
   Longboat Key, FL 34228

   Throgmartin Networks, Inc.                 $180,345

   Mid-American Communications, Inc.          $160,072

   Bayshore Electronics, Inc.                 $100,000

   Helen Fiore                                $100,000

   Shirley and Arnold Fein                     $81,361

   CWEB 2, LLC                                 $71,500

   Florida Department of Revenue               $77,391

   Mark and Ann Jones                          $50,000

   Stanley Goldman                             $50,000


DOBSON COMMUNICATIONS: Posts $130.7 Million Net Loss in 2005
------------------------------------------------------------
Dobson Communications Corporation delivered its financial results
for the year ended Dec. 31, 2005, to the Securities and Exchange
Commission on March 16, 2006.

In 2005, Dobson incurred a $130.7 million net loss applicable to
common shareholders on total revenue of $1,179.5 million.  In the
prior year, the Company reported a $59.7 million net loss on
$1,023.4 million of total revenue.

The Company's wireless telephone systems at Dec. 31, 2005, covered
a total population of 11.9 million in 16 states.  At the end of
2005, the Company has approximately 1.5 million subscribers with
an aggregate market penetration of 13%.

At Dec. 31, 2005, the Company's balance sheet showed $3.38 billion
in total assets and $3.20 billion in total liabilities, resulting
in a stockholders' equity of $179.94 million.

The Company had working capital of $114.9 million at Dec. 31,
2005, as compared to working capital of $77.6 million a year
earlier.

A full-text copy of the regulatory filing is available for free
at http://researcharchives.com/t/s?7fd

Headquartered in Oklahoma City, Dobson Communications Corporation
(Nasdaq:DCEL) -- http://www.dobson.net/-- provides wireless phone  
services to  rural markets in the United States and owns wireless
operations in 16 states.

                            *   *   *

Dobson Communications Corp.' 8-7/8% Senior Notes due 2013 carry
Moody's Investors Service's Caa2 rating and Standard & Poor's CCC
rating.


DOBSON COMMUNICATIONS: Purchases Additional Markets In Alaska
-------------------------------------------------------------
Dobson Cellular Systems, Inc., a subsidiary of Dobson
Communications Corporation, agreed to acquire:

     -- the wireless assets in Kodiak, Alaska of New Horizons
        Telecom, Inc. and Kodiak Electric Association, Inc.; and

     -- the wireless assets in Nome, Alaska, of Sitnasuak
        Native Corporation and SNC Telecommunications, Inc.

The total purchase price for all acquired assets in Kodiak and
Nome is $2 million.  The purchases are subject to approval by the
Federal Communications Commission, which the Company estimates
will occur early in the third quarter of 2006.

Dobson is acquiring 25 MHz of spectrum in Kodiak and in Nome, both
in the 850 MHz spectrum band.  The acquired networks are currently
analog, but Dobson plans to upgrade them to state-of-the-art
GSM/GPRS/EDGE technology shortly after closing, using satellite
backhaul to link the two markets with the rest of the state and
with other U.S. and international markets.

With this 2.5-generation technology, wireless customers in Kodiak
and Nome will have full access to advanced voice and high-speed
data services, including wireless e-mail and Internet-based
products.  The upgraded network will support the most advanced new
voice handsets, as well as the full range of BlackBerry data
devices.

Marketing under the Cellular One(R) brand, the Company plans to
include the Kodiak and Nome markets in its Alaska-wide rate plans.
For the first time, GSM customers from other parts of the state
will be able to "roam" into these markets and use the full range
of advanced voice and data services.  Currently, no wireless
roaming service is available in Nome.

"Serving these new markets reflects our commitment to extend
Cellular One service to additional communities in Alaska," Steve
Dussek, president and chief executive officer said.  The Kodiak
market is part of Alaska 2 Rural Service Area, and Nome is in
Alaska 1 RSA, most of which are already served by Dobson
Communications under the Cellular One brand.

The acquisitions will increase Dobson's population coverage in
Alaska by approximately 14,000 and its subscriber base by
approximately 2,400.  Subscribers acquired in these purchases will
not be added to the Company's subscriber base until the purchases
are approved by the FCC and completed.

Headquartered in Oklahoma City, Dobson Communications Corporation
(Nasdaq:DCEL) -- http://www.dobson.net/-- provides wireless phone  
services to  rural markets in the United States and owns wireless
operations in 16 states.

                            *   *   *

Dobson Communications Corp.' 8-7/8% Senior Notes due 2013 carry
Moody's Investors Service's Caa2 rating and Standard & Poor's CCC
rating.


DPL INC: Moody's Places Ba1 Debt Rating on Watch For Upgrade
------------------------------------------------------------
Moody's Investors Service placed the long-term debt ratings of DPL
Inc., and The Dayton Power and Light Company under review for
possible upgrade.  Ratings placed under review include DPL's Ba1
senior unsecured debt and DP&L's Baa1 senior secured debt.

The review is prompted by:

   1) The significant deleveraging of the parent company
      following the sale of its private equity portfolio for net
      cash proceeds of approximately $868 million;

   2) A concurrent reduction in business risk as a result of the
      portfolio sale and management's focus on its core utility
      business;

   3) Approval of amendments to DP&L's rate stabilization plan by
      the Public Utilities Commission of Ohio, providing some
      rate clarity through 2010 and improved recovery of fuel and
      environmental costs;

   4) The company's strong cash flow coverage measures and solid
      liquidity, with financial performance for 2005, including a
      ratio of consolidated funds from operations to debt of 19%,
      that would justify a low investment grade rating for DPL in
      accordance with guidelines in Moody's rating methodology
      for electric utilities in the medium global risk category;

   5) Progress in improving corporate governance and addressing      
      internal control issues that surfaced under a prior
      management team.

The review of DPL and DP&L's ratings will focus on:

   -- the company's cash generating prospects in light of the
      recent rate settlement;

   -- the magnitude of its exposure to rising fuel and
      environmental costs in excess of the recovery provided by
      the settlement;

   -- plans for refinancing or redeeming $225 million of debt due
      at the parent in 2007;

   -- prospects for final resolution of the remaining governmental
      investigations; and

   -- the overall business and strategic plan of the company going
      forward, particularly with regard to its unregulated peaking
      capacity.

DPL Inc., headquartered in Dayton, Ohio, is a diversified regional
energy company operating in Ohio through its subsidiaries The
Dayton Power and Light Company, DPL Energy, LLC, and MVE, Inc.

On Review for Possible Upgrade:

   Issuer: DPL Capital Trust II

      * Preferred Stock, Placed on Review for Possible Upgrade,
        currently Ba2

   Issuer: DPL Inc.

      * Senior Unsecured Regular Bond/Debenture, Placed on Review
        for Possible Upgrade, currently Ba1

   Issuer: Dayton Power & Light Company

      * Issuer Rating, Placed on Review for Possible Upgrade,
        currently Baa2

      * Preferred Stock, Placed on Review for Possible Upgrade,
        currently Ba1

      * Senior Secured First Mortgage Bonds, Placed on Review for
        Possible Upgrade, currently Baa1

Outlook Actions:

   Issuer: DPL Capital Trust II

      * Outlook, Changed To Rating Under Review From Positive

   Issuer: DPL Inc.

      * Outlook, Changed To Rating Under Review From Positive

   Issuer: Dayton Power & Light Company

      * Outlook, Changed To Rating Under Review From Positive


EASYLINK SERVICES: Completes $5.4 Million Common Stock Financing
----------------------------------------------------------------
EasyLink Services Corporation (NASDAQ: EASY) completed its
$5.4 million common stock financing.

The highlights of this financing are:

   -- Of the total $5.4 million, approximately $4.9 million was
      raised from existing investors and approximately $500,000
      from EasyLink Board members and key members of EasyLink
      senior management.

   -- Purchases by existing investors were at $0.60 per share,
      while purchases by the EasyLink Board members and senior
      management were at $0.62, which is equal to the most recent
      closing bid price prior to the closing.  No investment
      banking fees were paid in the transaction.

The funds from this transaction will be used to pay down the
Company's current Wells Fargo/Foothill loan by $3 million and the
remaining $2.4 million will be used to fund working capital
requirements.  

The Company had its agreement with Wells Fargo Foothill to obtain
more favorable covenants in exchange for a $4 million loan pay
down, $1 million of which was made in February 2006.

Federal Partners, LP purchased approximately 4.1 million shares in
the financing, raising its ownership to approximately 17.5% of the
Company's total shares outstanding.  

Upon the closing of the financing, the Board of Directors
appointed Stephen Duff, a designee of Federal Partners, as a
member of the Company's board of directors.

"We are pleased to have completed this equity financing," Thomas
Murawski, Chairman and Chief Executive Officer of EasyLink said.  
"The financing allows the Company to satisfy its obligations to
Wells Fargo Foothill and to continue to fund its 2006 growth
initiatives."

                About EasyLink Services Corporation

Based in Piscataway, New Jersey, EasyLink Services Corporation --
http://www.easylink.com/-- is a leading global provider of  
outsourced business process automation services that enable medium
and large enterprises, including 60 of the Fortune 100, to improve
productivity and competitiveness by transforming manual and paper-
based business processes into efficient electronic business
processes.  EasyLink is integral to the movement of information,
money, materials, products, and people in the global economy,
dramatically improving the flow of data and documents for mission-
critical business processes such as client communications via
invoices, statements and confirmations, insurance claims,
purchasing, shipping and payments. Driven by the discipline of Six
Sigma Quality, EasyLink helps companies become more competitive by
providing the most secure, efficient, reliable, and flexible means
of conducting business electronically.

                          *     *     *

                       Going Concern Doubt

Grant Thornton LLP expressed substantial doubt about EasyLink's
ability to continue as a going concern after it audited the
company's financial statements for the fiscal year ended Dec. 31,
2005.  The auditors point to the Company's history of operating
losses and accumulated deficit of approximately $542 million and a
working capital deficit of approximately $9.5 million at Dec. 31,
2005.


ECHOSTAR COMMS: Unit Receives $34 Mil. Equity Funding for Project
-----------------------------------------------------------------
One of EchoStar Communications Corporation's subsidiaries
completed an initial equity investment of $34 million in a
non-U.S. satellite services project.

The Company committed to provide up to an additional $116 million
in equity and debt funding for the project, subject to the
satisfaction of various project milestones and customary financing
conditions.  

Most of the initial funding and contingent commitment is expected
to be used to fund a portion of the construction costs of a
satellite to be used by the project.  

The Company also has the right but not the obligation to provide
substantial additional financing to the project to fund its future
capital expenditures and working capital requirements.

EchoStar Communications Corporation -- http://www.echostar.com/--    
serves more than 11.71 million satellite TV customers through its
DISH Network(TM), and is a leading U.S. provider of advanced
digital television services.  DISH Network's services include
hundreds of video and audio channels, Interactive TV, HDTV, sports
and international programming, together with professional
installation and 24-hour customer service.  EchoStar has been a
leader for 25 years in satellite TV equipment sales and support
worldwide. EchoStar is included in the Nasdaq-100 Index (NDX) and
is a Fortune 500 company.

EchoStar's balance sheet at Dec. 31, 2005, showed $7,410,210 in
total assets and $8,276,834 in total liabilities, resulting in a
stockholders' deficit of $866,624.


EDDIE BAUER: Amends Interest Rate of $300MM Senior Term Loan Deal
-----------------------------------------------------------------
Eddie Bauer Holdings, Inc., entered into an amendment and waiver
of certain provisions under its $300 million senior secured term
loan agreement with JPMorgan Chase Bank as administrative agent,
and has obtained a waiver of certain provisions under its senior
secured revolving credit facility, with Bank of America as agent.

Eddie Bauer anticipates that the term loan amendments relating
primarily to financial covenant ratios and operational covenants
(including capital expenditures, permitted collateral sales and
store openings/closings) will provide it with additional
flexibility to pursue its turnaround strategy.  

In addition, Eddie Bauer obtained waivers under both the term loan
and the revolving credit facility on several other matters
relating primarily to previously due financial and business
reports and, in connection with name changes of two subsidiaries,
the perfection of security interests in collateral and notice
requirements.

As a result of the amendment to the term loan, interest rate
spreads under the term loan will be adjusted in varying amounts
over the life of the loan.

A full-text copy of the Term Loan Amendment is available at no
charge at http://ResearchArchives.com/t/s?7f7

A full-text copy of the Revolving Credit Facility Waiver is
available at no charge at http://ResearchArchives.com/t/s?7f8

Headquartered in Redmond, Washington, Eddie Bauer Holdings, Inc.
-- http://www.eddiebauer.com/-- is a specialty retailer that  
sells casual sportswear and accessories for the "modern outdoor
lifestyle."  Established in 1920 in Seattle, Eddie Bauer believes
the Eddie Bauer brand is a nationally recognized brand that stands
for high quality, innovation, style, and customer service.  Eddie
Bauer products are available at approximately 375 stores
throughout the United States and Canada, through catalog sales and
online at http://www.eddiebaueroutlet.com/ The Company also  
participates in joint venture partnerships in Japan and Germany
and has licensing agreements across a variety of product
categories.  Eddie Bauer employs approximately 10,000 part-time
and full-time associates in the United States and Canada.

                          *     *     *

As reported in the Troubled Company Reporter on March 29, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on specialty apparel retailer Eddie Bauer Holdings Inc.
and the bank loan rating on Eddie Bauer Inc. to 'B' from 'B+'.  
S&P says the outlook is negative.


EDISON BENTHAL: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtors: Edison James Verlin Benthal, Jr., and
         Linda Phillips Benthal
         dba Benthal Rental
         dba Benthal Construction
         395 Polo Drive
         Dyersburg, Tennessee 38024

Bankruptcy Case No.: 06-10721

Type of Business: The Debtors own two businesses, Benthal Rental,
                  which rents apartments and Benthal Construction,
                  which specializes in residential roofing repairs
                  and remodeling.

Chapter 11 Petition Date: April 7, 2006

Court: Western District of Tennessee (Jackson)

Judge: G. Harvey Boswell

Debtors' Counsel: Michael T. Tabor, Esq.
                  203 South Shannon
                  P.O. Box 2877
                  Jackson, Tennessee 38302-2877
                  Tel: (731) 424-3074

Total Assets: $2,835,000

Total Debts:  $2,900,402

Debtors' 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         Taxes                 $142,000
P.O. Box 1107, MDP 146
Nashville, TN 37202

Polly Sorrell                    56 Acres Polo Field   $126,800
1655 Stokes Road                 Dyersburg, Tennessee
Friendship, TN 38034             Value of Security:
                                 $95,300

Delta Siding                     Debt                   $47,835
P.O. Box 1405
Dyersburg, TN 38024

First Citizens National Bank     Amigo Foods            $45,389
P.O. Box 370
Dyersburg, TN 38025

Taco John's                      Franchise Fee          $30,000
Taco John's Franchise
Support Center
808 West 20th Street
P.O. Box 1589
Cheyenne, WY 82001

Security Bank                    Workers'               $29,717
120 North Mill Avenue            Compensation
P.O. Box 525                     Insurance
Dyersburg, TN 38024

City of Dyersburg Tax Collector  Taxes                  $29,000
P.O. Box 1358
Dyersburg, TN 38025-1358

Stephen B. Ellis                 Amigo Foods judgment   $27,305
Trustee of Marian E. Layne Trust
c/o Marks, Shell & Maness
P.O. Box 1149
Clarksville, TN 37041-1149

Cole's Do It Best                Debt                   $24,143
P.O. Box 526
Ripley, TN 38063-0526

Ford Credit                      2001 Lincoln           $20,525
P.O. Box 689007                  Navigator
Franklin, TN 37068-9007

Dyer County Trustee                                     $16,000
PO Box 1360
Dyer County Courthouse
Dyersburg, TN 38025-1360

MBNA America                     Credit Card            $14,653
P.O. Box 15026
Wilmington, DE 19850-5026

Tigrett & Pennington             Debt                   $14,085
P.O. Box 784
Dyersburg, TN 38025-0784

Discover Platinum                Credit Card            $10,388
P.O. Box 15192
Wilmington, DE 19850-5192

Frank Burnett                    Debt                   $10,000
301 Fairfield Drive
Dyersburg, TN 38024

Commercial Service Group, Inc.   Debt                    $9,803
11603 Shelbyville Rd., Suite 3
Attn: Daniel Mingo
Louisville, KY 40243

Household Credit Services        Debt                    $6,404
P.O. Box 80027
Salinas, CA 93912-0027

Discover Card                    Credit Card             $5,736
P.O. Box 3008
New Albany, OH 43054-3008

Vowell & Sons                    Debt                    $5,380
P.O. Box 380
1000 Broadway Street
Martin, TN 38237


FALCONBRIDGE LTD: TSX Defers Review of Shareholder Rights Plan
--------------------------------------------------------------
The Toronto Stock Exchange deferred its consideration of the
acceptance for filing of Falconbridge Limited's recently announced
shareholder rights plan.

TSX wants the Company to first confirm that it is not aware of any
pending or threatened takeover bid and the Ontario Securities
Commission will not intervene in any takeover bid for the Company.

The TSX further advised that a condition of any future acceptance
of notice of the plan would be that the Company's shareholders
ratify the plan.  In the meantime, the rights plan remains
effective in accordance with its terms.

As reported in the Troubled Company Reporter on March 23, 2006,
Falconbridge enacted a new shareholder rights plan designed to
prevent a creeping takeover of the Company and preserve its
ability to obtain the best value for all shareholders.  

The plan will also provide the share ownership stability to
protect the opportunity for shareholders to tender to the existing
Inco Limited takeover offer or any other bid for the Company.  

The rights plan will not prevent an offer made to all shareholders
for all of their shares.

During recent shareholder visits in North America and in Europe,
many of the Company's shareholders have voiced both the need to
permit an offer for all shares and their concerns with the
possibility of a creeping takeover.  

The plan gives the Board of Directors an effective tool in
responding to an attempt to acquire control through a progressive
increase in ownership without an offer to all shareholders.

Falconbridge retained the services of CIBC World Markets as
financial advisors and McCarthy Tetrault LLP as legal advisors.

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

                           *    *    *

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


FEDERAL-MOGUL: U.S. Trustee Settling Kenesis Retention Dispute
--------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates are parties to
a July 11, 2002, Consulting Services Agreement with Kenesis Group,
LLC, pursuant to which Kenesis was to perform services and
pursuant to which all bills were submitted directly from Kenesis
to Federal-Mogul.

Kenesis was paid directly by Federal-Mogul a total of
approximately $1.7 million pursuant to the Consulting Services
Agreement through December 31, 2004.

Kelly Beaudin Stapleton, the United States Trustee for Region 3,
asserts that Kenesis should have sought retention as professional
pursuant to Section 327(a) of the Bankruptcy Code for the services
it is performing under the Consulting Services Agreement.

Kenesis argues that its services were ministerial in nature and do
not rise to the level of professional services requiring retention
under Section 327(a).  

Kenesis also asserts that even if it were deemed a professional
requiring retention under Section 327(a), its services were more
akin to those of an expert than in the nature of a professional
requiring retention under the Bankruptcy Code.

The U.S. Trustee has not filed any objections to the retention or
payment to Kenesis.

In October 2004, the U.S. Trustee and Kenesis commenced
discussions to resolve issues of payments to and services by
Kenesis in Region 3, including a protocol for future retentions
and some reimbursement to estates for payments received by
Kenesis.

After several months of negotiations, the U.S. Trustee and Kenesis
worked out the parameters of a potential settlement.  The parties
drafted settlement documents that encompassed the terms for a
Global Settlement of the cases in Region 3, with a specific
provision for payments to three bankruptcy estates:

   -- Federal-Mogul Global, Inc., and T&N Limited et al.;

   -- Burns & Roe Enterprises, Inc., pending in the U.S.
      Bankruptcy Court for the District of New Jersey and bearing
      case no. 00-41610 (RG); and

   -- ACandS, Inc., pending in the U.S. Bankruptcy Court for the
      District of Delaware and bearing case no. 02-12687(JKF).

In the AC&S and Burns and Roe cases, Kenesis worked directly for
and was paid by Gilbert Heintz & Randolph, special counsel
retained by the debtors in those cases.

The U.S. Trustee and Kenesis believe the settlement terms are in
the best interests of the Debtors' estates and their creditors.  
Richard L. Schepacarter, Esq., trial attorney for the U.S.
Department of Justice -- Office of the United States Trustee, in
Wilmington, Delaware, says the Global Settlement provides a
framework for Kenesis's future retention in bankruptcy cases in
Region 3, and preserves the U.S. Trustee's ability to object in
any case in which it does not believe that Kenesis has made full
and fair disclosures in good faith.

The essential Terms of the Settlement are:

   (a) Retention of Kenesis

       Any entity that wishes to hire Kenesis for any services
       related to a bankruptcy matter in Region 3 will file an
       application requesting the retention of Kenesis pursuant
       to Sections 327(a) or 363 of the Bankruptcy Code and in
       compliance with all applicable federal and local rules.
       The U.S. Trustee retains her right to object to the
       application on any grounds including the assertion that
       the application must be brought under Section 327(a).

   (b) Acknowledgment of Amended and Good Faith Disclosures

       Kenesis acknowledges that all disclosures made in any case
       in which it was retained in Region 3 were made in good
       faith.  The U.S. Trustee reserves her rights to assert any
       position she deems appropriate if she determines that any
       of Kenesis's disclosures were not made in good faith.

   (c) Approval of Settlement Agreement Contingent Upon Orders
       Entered in the Settled Cases

       The Global Settlement is contingent upon entry of final
       non-appealable orders being entered in each of the Settled
       Cases.  Failure to obtain a final non-appealable order in
       each of the three Settled Cases voids the Settlement
       Agreement.

   (d) Monetary Settlement Terms

       Kenesis agrees to pay a total of $1,530,000 -- $388,950 of
       which is to be paid to the estate of Federal-Mogul on this
       schedule:

       (1) Within three days upon approval of the Settlement
           Agreement, Kenesis will pay $1,200,000, of which
           $305,040 will be paid to Federal-Mogul;

       (2) For the next five months, Kenesis will pay $50,000 per
           month, of which $12,710 will be paid to Federal-Mogul
           each month;

       (3) Thereafter, for four months, Kenesis will pay $20,000
           per month, of which $5,090 will be paid to Federal-
           Mogul each month.

       Kenesis will pay to the estates of ACandS $1,103,970 and
       Burns & Roe $37,080, under a similar schedule.

   (e) Limitation on U.S. Trustee Claims

       The U.S. Trustee will not assert, at any time, any claim
       or causes of action against Kenesis related to the issues
       under the Settlement Agreement.

The U.S. Trustee asks Judge Fitzgerald to approve the Settlement
Agreement with Kenesis.


FFCA 1999-2: Moody's Reviewing Ratings on Three Note Classes
------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade three classes of franchise loan backed notes issued by
FFCA 1999-2.  FFCA was acquired by GE Capital Franchise Finance
Corporation, a subsidiary of General Electric Capital Corporation,
in 2001.  

Under review for possible downgrade:

                 FFCA Secured Lending Corporation
                Franchise Loan Grantor Trust 1999-2

   * $19,512,084 Class A-1b Notes, rated Baa3;

   * $16,209,163 Class A-2 Notes, rated Ba1;

   * Class IO Notes, rated Baa1.

The balance of specially serviced loans in the 1999-2 portfolio
remains significant, currently over one-quarter of the collateral
pool.  Recoveries relating to several obligors are highly
uncertain due to continued arbitration between American
International Specialty Lines Insurance Company, a subsidiary of
American International Group, Inc., as provider of environmental
insurance policies, and GEFF.

The review of the notes will focus on the degree to which the
current levels of specially serviced loans, and the uncertainty
surrounding their recoveries, may ultimately impact principal
paydown on the notes.  The review will also consider the impact of
cash flow paid to the interest-only notes, which pay interest
based on the total note balance until the notes are written down,
and the level of outstanding servicer advances.


FUNCTIONAL RESTORATION: Taps SulmeyerKupetz as Bankruptcy Counsel
-----------------------------------------------------------------
Functional Restoration Medical Center, Inc., asks the U.S.
Bankruptcy Court for the Central District of California for
permission to employ SulmeyerKupetz as its bankruptcy counsel.

SulmeyerKupetz will:

   a) examine the creditors' claims to determine their validity;

   b) advise and counsel the Debtor in connection with legal
      issues, including:

        i) use of cash collateral,

       ii) sale or lease of property of the estate,

      iii) obtain credit,

       iv) assumption and rejection of unexpired leases and
           executory contracts,

        v) request for security interests,

       vi) relief from automatic stay, and

      vii) payment of prepetition debts;

   c) negotiate with the creditors holding potentially secured and
      unsecured claims for a plan of reorganization;

   d) draft a chapter 11 plan and disclosure statement; and

   e) object to claims as may be appropriate.

Daniel A. Lev, Esq., a member at SulmeyerKupetz, discloses that
the Firm's professionals bill:

        Professional                  Hourly Rate
        ------------                  -----------
        Members and Senior Counsel    $375 - $600
        Of Counsel                    $375 - $500
        Associates                    $250 - $400

SulmeyerKupetz received a $50,000 prepetition retainer with a
remaining balance of $48,961.

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

Headquartered in Encino, California, Functional Restoration
Medical Center, Inc. is the second largest owner and operator of
MRI centers in Southern California.  The Debtor filed for chapter
11 protection on Mar. 9, 2006 (Bankr. C.D. Calif. Case No. 06-
10306).  Daniel A. Lev, Esq., at SulmeyerKupetz, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, its estimated assets and debts
between $10 million and $50 million.


FUNCTIONAL RESTORATION: Has Until April 21 to File Schedules
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended until April 21, 2006, the period within which Functional
Restoration Medical Center, Inc., can file its schedules of assets
and liabilities and statements of financial affairs.

As reported in the Troubled Company Reporter on Apr. 4, 2006, the
Debtor told the Court that it has started gathering the necessary
information to prepare and finalize its Schedules.  However, the
Debtor said, due to the scope of its business, complexity of its
financial affairs, and limited staff, it needs more time to file
its Schedules beyond the 15 days required under Rule 1007(c).

Headquartered in Encino, California, Functional Restoration
Medical Center, Inc. is the second largest owner and operator of
MRI centers in Southern California.  The Debtor filed for chapter
11 protection on Mar. 9, 2006 (Bankr. C.D. Calif. Case No. 06-
10306).  Daniel A. Lev, Esq., at SulmeyerKupetz, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, its estimated assets and debts
between $10 million and $50 million.


GRANDE COMMUNICATIONS: S&P Places CCC+ Rating on Positive Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for
San Marcos, Texas-based cable TV over-builder and competitive
local exchange carrier Grande Communications Holdings Inc. on
CreditWatch with positive implications, including its 'CCC+'
corporate credit rating.  

At Dec. 31, 2005, the company had $175 million of total debt
outstanding, pro forma for a $32 million additional debt issue in
early 2006.
      
"The CreditWatch placement reflects our recognition of the
progress the company has made in continuing to grow its cable TV
subscriber base, as well as its telephone and broadband customers
in the face of growing competition from both the incumbent
telephone company (primarily AT&T Inc.) and franchised cable TV
operator (predominately Time Warner Cable," Standard & Poor's
credit analyst Catherine Cosentino said.

For 2005, the company's cable TV base grew by 7.6% to 89,417 and
its total connections expanded by 10.6% to 276,142.  Through such
growth, the company has been able to achieve a customer
penetration of marketable homes and small businesses of about 41%
(27% cable TV connection penetration).  The subscriber growth has
translated into revenue and EBITDA growth for 2005 of 8.8% and
39.8%, respectively.

Given these metrics, Standard & Poor's will assess the longer-term
prospects for the company, especially because cable telephony
competition from Time Warner Cable is expected to accelerate over
the next few years.  Standard & Poor's will meet with management
to discuss their longer-term strategy for the company in light of
those anticipated increased competitive pressures.


HCA INC: Reports Preliminary Results for Quarter Ended March 31
---------------------------------------------------------------
HCA Inc. (NYSE: HCA) expects financial results for the quarter
ended March 31, 2006, to report revenues of $6.415 billion for the
first quarter of 2006, compared to $6.182 billion in the same
period of 2005.  

Same facility revenues increased 5%, and same facility revenue per
equivalent admission increased 5.1% in the first quarter of 2006
(7.4% increase when adjusted for uninsured discounts) compared to
the previous year's first quarter.

Financial results for the first quarter of 2006 include gains on
sales of investments related to securities held by the Company's
wholly owned insurance subsidiary of $75 million compared to gains
of $9 million in the first quarter of 2005.

The first quarter 2006 results also include additional
compensation costs of $8 million due to the expensing of stock
options and employee stock purchase plan shares associated with
the Jan. 1, 2006, adoption of FASB Statement 123 (R), "Share-Based
Payment."

Preliminary volume statistics indicate that same facility
equivalent admissions decreased 0.1% and same facility admissions
decreased 0.7% compared to the prior year's first quarter.  

Volumes were weaker than anticipated in certain markets, including
those in Florida and Virginia.  Flu- related pulmonary admissions
decreased by approximately 5,000 admissions, or 10.5%, compared to
the prior year's first quarter.  

During the quarter, inpatient surgeries grew 2.3% and outpatient
surgeries increased 1.0% compared to the prior year's first
quarter.

The provision for doubtful accounts in the first quarter of 2006
is expected to approximate $596 million, or 9.3% of revenues,
compared to $574 million, or 9.3% of revenues, in the first
quarter of 2005.  

Adjusted to reflect uninsured discounts, in the first quarter of
2006 the provision of doubtful accounts totaled approximately $852
million, or 12.8% of revenues, compared with $683 million, or
10.9% of revenues in the first quarter of 2005.

Uninsured discounts in the first quarter of 2006 were $256 million
and $109 million in the first quarter of 2005.  The Company's
uninsured discount policy, which became effective in the first
quarter of 2005, lowers revenues and the provision for doubtful
accounts by generally corresponding amounts.  Charity care totaled
$281 million in the first quarter of 2006 compared to $284 million
in the previous year's period.  

Same facility uninsured admissions (including charity patients)
increased by 2,438 admissions, or 13.1%, in the first quarter of
2006 compared to the first quarter of 2005.

HCA plans to report complete results for the first quarter on
April 25, 2006 and any update to previously issued earnings
guidance for 2006 will be provided at that time.

                          About HCA Inc.

HCA Inc. - http://www.hcahealthcare.com/-- is the nation's  
leading provider of healthcare services, composed of locally
managed facilities that include approximately 190 hospitals and 91
outpatient surgery centers in 23 states, England and Switzerland.  

                            *   *   *

As reported in the Troubled Company Reporter on Feb. 7, 2006,
Moody's Investors Service affirmed the ratings of HCA Inc. (Ba2
corporate family rating).  Moody's assigned a Ba2 rating to the
$1 billion ten-year senior unsecured note offering.

As reported in the Troubled Company Reporter on Feb. 7, 2006,
Standard & Poor's Ratings Services assigned its 'BB+' rating to
hospital operator HCA Inc.'s $1 billion senior unsecured notes due
2016 and affirmed its existing ratings on the company, including
the 'BB+' corporate credit rating.  S&P says the outlook is
stable.


INTERFACE INC: Moody's Holds Junked Rating on $135 Million Notes
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Interface, Inc.,
and changed the ratings outlook to positive from stable.  The
change in the outlook to positive reflects an expectation of
sustained improvement in operating margin and free cash flow
generation which should evidence the stability of Interface's
financial and operating recovery.

The positive outlook further supports Moody's upgrade of the
company's ratings in November 2005 which acknowledged the
continuing improvement in performance following a severe slowdown
in the corporate interiors market in the period from 2001 through
2003 as the company enhanced its leading position in specified
modular market and exited unprofitable businesses.

Further improvements in diversification efforts, sustainable
adjusted free cash flow to debt ratios in excess of 5%, movement
of EBIT to interest coverage toward two times and continuing
delevering could lead to an upgrade of the ratings.

A decline in adjusted free cash flow to debt below 5%, EBIT to
interest coverage below current levels of 1.6x, or the assumption
of additional indebtedness could result in downward pressure on
the ratings.

Moody's rating actions:

   * Affirmed the B2 rating on $148 million 7.3% guaranteed
     senior unsecured notes due 2008;

   * Affirmed the B2 rating on B2 $175 million 10.375% guaranteed
     senior unsecured notes due 2010;

   * Affirmed the Caa1 rating on $135 million 9.5% guaranteed
     senior subordinated notes due 2014;

   * Affirmed the B2 rating on the Corporate Family Rating.

   * Changed the ratings outlook to positive from stable.

Interface, Inc., based in Atlanta, Georgia, with 2005 revenues of
$986 million, is a leader in the worldwide interiors market,
offering floor coverings and fabrics.  The company is the world's
largest manufacturer of modular carpet under the Interface,
InterfaceFLOR, Heuga, Bentley and Prince Street brands, and,
through its Bentley Mills and Prince Street brands, enjoys a
leading position in the high quality, designer-oriented segment of
the broadloom carpet market.  The company is a also a producer of
interior fabrics and upholstery products, which it markets under
the Guilford of Maine, Chatham and Camborne brands, and provides
specialized fabric services through its TekSolutions business.


KELLWOOD COMPANY: Completes $400 Million Credit Facility Deal
-------------------------------------------------------------
Kellwood Company completed a transaction for a $400 million
five-year Asset Based Lending credit facility.  The company says
that the facility, along with $433 million of cash and cash
equivalents as of Jan. 31, 2006, will:

    * provide ample liquidity and financial flexibility to meet
      the company's operating, strategic, and corporate
      development needs for the foreseeable future, and

    * be used as a source of working capital for general corporate
      purposes and funding acquisitions.

Banc of America Securities LLC and J.P. Morgan Securities Inc. are
Joint Lead Arrangers and Joint Book Managers.  Banks participating
in the new credit facility include:

    * Bank of America, N.A., as administrative agent,

    * JPMorgan Chase Bank and Wachovia, as co-syndication agents;

    * The Bank of Nova Scotia and SunTrust as co-documentation
      agents;

    * Bank of New York
    * First Bank
    * Fifth Third
    * HSBC
    * U.S. Bank, and
    * UMB St. Louis.

In connection with the closing of the new facility, the company
terminated its Credit Facility dated Oct. 20, 2004.  As a result
of the termination of the 2004 Credit Facility and its related
subsidiary guarantees, the subsidiary guarantees of the company's
1997 and 1999 debentures and the 2004 convertible debentures
automatically terminate.  With the establishment of this secured
Credit Facility, the $50 million Asian credit facility established
in December 2005 may become secured by the accounts receivable and
inventory of the Asian operations.

Headquartered in St. Louis, Missouri, Kellwood Company --
http://www.kellwood.com/-- markets apparel and consumer soft  
goods.

                          *     *     *

Kellwood Company's credit rating carries Standard & Poor's BB
rating.  That rating was assigned on July 29, 2005.


KRISPY KREME: Expects to Report Net Loss in Fiscal 2006  
-------------------------------------------------------
Krispy Kreme Doughnuts, Inc. (NYSE: KKD) expects, on a preliminary
basis, to report revenues of approximately $120 million for the
fourth quarter of the fiscal year ended Jan. 29, 2006, compared to
revenues of approximately $162 million for the fourth quarter of
the fiscal year ended Jan. 30, 2005.

The Company expects to report revenues of approximately $540
million for fiscal 2006, compared to revenues of approximately
$707 million for fiscal 2005.  

The year-over-year decrease in revenues for both the fourth
quarter and the full year principally reflects lower average sales
per store, a decrease in the number of Company stores, lower sales
to franchisees from the Company's Manufacturing and Distribution
segment and lower royalties and fees from franchisees.

Systemwide and Company average weekly sales per factory store,
which includes sales through satellites, decreased approximately
9% and 10%, respectively, compared to the fourth quarter of fiscal
2005.  Systemwide sales data include sales at all Company and
franchise locations.

"As we move into fiscal 2007, Krispy Kreme is continuing to take
the steps necessary to turn around the Company," Daryl Brewster,
President and Chief Executive Officer said.  

"While much work remains, we are starting to see signs of
stability in our drive to sustained growth and I am encouraged by
the Company's potential."

The Company's financial results continue to be adversely affected
by the substantial costs associated with the legal and regulatory
matters previously disclosed.  The Company expects to report a net
loss for the fourth quarter and full year of fiscal 2006.

"We believe that our cash flow from operations, combined with
other anticipated cash inflows, continues to provide us with
sufficient liquidity as we move forward," said Mike Phalen, Chief
Financial Officer.

The Company expects to file its Form 10-K for fiscal 2005 by
April 30, 2006.  The Company noted that it is unable to file
timely its annual report on Form 10-K for fiscal 2006 because
there have been substantial resources devoted to completing the
10-K for fiscal 2005.  The Company intends to file the fiscal 2006
10-K as soon as practicable after completing its fiscal 2005 10-K.

                        About Krispy Kreme                   

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme --
http://www.krispykreme.com/-- is a leading branded specialty  
retailer of premium quality doughnuts, including the Company's
signature Hot Original Glazed.  There are currently approximately
320 Krispy Kreme stores and 80 satellites operating systemwide in
43 U.S. states, Australia, Canada, Mexico, the Republic of South
Korea and the United Kingdom.

Headquartered in Winston-Salem, North Carolina, Freedom Rings LLC
is a majority-owned subsidiary and franchisee partner of Krispy
Kreme Doughnuts, Inc., in the Philadelphia region.  The Debtor
operates six out of the approximately 360 Krispy Kreme stores and
50 satellites located worldwide.  The Company filed for chapter 11
protection on Oct. 16, 2005 (Bankr. D. Del. Case No. 05-14268).
M. Blake Cleary, Esq., Margaret B. Whiteman, Esq., and Matthew
Barry Lunn, Esq., at Young Conaway Stargatt & Taylor, LLP,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
$10 million to $50 million in assets and debts.

Headquartered in Oak Brook, Illinois, Glazed Investments, LLC, is
a 97%-owned unit of Krispy Kreme.  Glazed filed for chapter 11
protection on Feb. 3, 2006 (Bankr. N.D. Ill. Case No. 06-00932).
The bankruptcy filing will facilitate the sale of 12 Krispy Kreme
stores, as well as the franchise development rights for Colorado,
Minnesota and Wisconsin, for approximately $10 million to Westward
Dough, the Krispy Kreme area developer for Nevada, Utah, Idaho,
Wyoming and Montana.  Daniel A. Zazove, Esq., at Perkins Coie LLP
represents Glazed in its restructuring efforts.  When Glazed filed
for protection from its creditors, it estimated assets and debts
between $10 million to $50 million.

KremeKo, Inc., Krispy Kreme's Canadian franchisee, is currently
restructuring under the Companies' Creditors Arrangement Act.
Pursuant to the Court's Initial Order, Ernst & Young Inc. was
appointed as Monitor in KremeKo's CCAA proceedings.  The Monitor
is attempting to sell the KremeKo business.


KURT KAISER: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Kurt Kaiser
        1075 Stonegate Court
        Roswell, Georgia 30075

Bankruptcy Case No.: 06-64296

Chapter 11 Petition Date: April 17, 2006

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Evan M. Altman, Esq.
                  6085 Lake Forrest Drive, Suite 300-B
                  Atlanta, Georgia 30328
                  Tel: (404) 845-0695

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Ray Kaiser                                           $2,050,000
8601 Dunwoody Place, Suite 444
Atlanta, GA 30350

Gregory M. Taube, Esq.           Bank Loan           $1,000,000
14th Floor
999 Peachtree Street Northeast
Atlanta, GA 30309

Ronald F. Debranski, II, Esq.    Trade Debt            $220,000
Gleichman & Debranski, LLC
321 Creekstone Ridge
Woodstock, GA 30188

BB&T                                                    $51,260

Timothy W. Storm, Esq.           Bank Loan              $40,758

Stephen A. Winter, Esq.          Bank Loan               $9,139

Advanta Mortgage                                         $7,911

Internal Revenue Service                                 $7,514

Sherman Acquisition                                      $6,196

First USA Bank                                           $5,824

Residential Warrant Corp.                                $3,699

GMAC                                                     $3,610

Franklin Collection Service                              $1,611

Haverty's Furniture                                      $1,156

Verizon                                                    $918

NCO Financial                                              $177


LEVEL 3: Fitch Holds CCC Issuer Default Rating With Stable Outlook
------------------------------------------------------------------
Fitch viewed the recent announcement by Level 3 Communications,
Inc. to acquire ICG Communications, Inc., as a modest credit
positive and consistent with our current rating rationale.  

Fitch Ratings affirmed the debt ratings, with a stable outlook, of
Level 3 on April 3, 2006.  Fitch maintained an Issuer Default
Rating of 'CCC' for Level 3 in its affirmation.

Under the terms of the transaction, Level 3 will pay a
consideration of $163 million, consisting of $127 million in
equity; and $36 million in cash for ICG.

This acquisition continues Level 3's recent trend of consolidating
other operators complementary to its service or network portfolio,
which began with WilTel Communications and Progress Telecom.  The
company expects the ICG acquisition to provide $30-40 million of
cash flow annually when fully integrated.

In total, Fitch estimates that Level 3's acquisitions of WilTel,
Progress Telecom and ICG will produce, when integrated,
incremental operating EBITDA of approximately $250-275 million.
These acquisitions will have been completed with a total purchase
price of approximately $1 billion, but a cash component of
approximately $491 million.  

Therefore, the recent transactions should prove to be material
credit improvements over the mid-term. Nevertheless, the
predominant credit concern for Level 3 continues to be its ability
to significantly improve its free cash flow and leverage.

Level 3's cash position, which Fitch estimates at approximately
$1.5 billion, is strong with its recent issuances of $700 million
of senior unsecured notes (rated 'B/RR1' by Fitch) at Level 3
Financing.  Fitch expects that the company will employ its excess
cash to reduce consolidated leverage and improve free cash flow
either through debt reduction or acquisitions.

Recovery prospects of the indebtedness at Level 3 Financing remain
very strong, while prospects at Level 3 Communications are much
weaker with the recent issuances.  Fitch expects Level 3 to employ
its excess cash in a manner that will strengthen recovery
prospects at Level 3 Communications.  

While the ICG acquisition announcement will be beneficial to
recovery prospects, the company will need to take or announce
additional actions over the next two quarters to avoid the
possibility of a downgrade of the issue ratings at Level 3
Communications, due to low recovery prospects.  However, it should
be noted that the debt at Level 3 Financing does not face this
risk.


LEVITZ HOME: Irvine Company Wants to Collect Unpaid Rent
--------------------------------------------------------
The Irvine Company owns a non-residential real property located at
13732 Jamboree Road, Irvine, California.  In December 1995, The
Irvine Company leased the property to Sears, Roebuck and Co. Sears
later assigned the Irvine Lease to HomeLife Corporation, a wholly
owned subsidiary of HL Holding Corporation.  HomeLife, as Unitary
Landlord, subleased the Irvine Property to Levitz Home
Furnishings, Inc., and one or more its debtor-affiliates in 1999.

As of the Petition Date, the Irvine Lease was in arrears totaling
$56,234.

HomeLife is currently in dispute with the Debtors and PLVTZ, LLC,
and The Pride Capital Group, LLC, doing business as Great American
Group, as purchasers of the Debtors' assets, regarding rights
under the Sale Order as to the payment of rents due HomeLife.

According to The Irvine Company, HomeLife has failed to remit rent
and related charges under the Irvine Lease.

The Irvine Company is currently owed past-due postpetition rent
and operating expenses totaling $160,184.  In total, arrears
reached $216,419 under the Irvine Lease.

Thus, HomeLife is in default under the Irvine Lease.  The Irvine
Company intends to seek to enforce its rights and remedies under
state law pursuant to the Irvine Lease, including but not limited
to the right to terminate the Irvine Lease.

If the Irvine Lease is terminated, the Levitz Sublease will, as a
matter of law, also terminate.  To the extent the automatic stay
extends to The Irvine Company's termination of the Irvine Lease
with HomeLife, a non-debtor, The Irvine Company asks the U.S.
Bankruptcy Court for the Southern District of New York to vacate
the automatic stay.

The Irvine Company also asks the Court to direct the Debtors to:

    -- remit all future rental payments directly to The Irvine
       Company in lieu of payment to HomeLife, and

    -- provide to The Irvine Company evidence of all rent payments
       and any other consideration made by the Debtors to HomeLife
       from the commencement of the Levitz Sublease to date.

Unless the Court grants its request, The Irvine Company will
continue to suffer undue hardship and irreparable injury without
recourse or adequate assurance of payment.

                            Objections

(1) Debtors

The Debtors assert that they have paid all postpetition rent due
under their sublease with HL Irvine I, LLC, as Lessee/Sublessor.

According to the Debtors, to the extent Irvine believes it is
owed certain amounts under the primary lease between Irvine and
the HL Irvine, the Rent will be paid pursuant to an agreement
between (i) the Debtors, (ii) the purchaser of substantially all
of the Debtors' assets, (iii) the Official Committee of Unsecured
Claimants and (iv) HL Irvine.

At a minimum, notice of default under the Primary Lease should
await a ruling by the Court regarding whether the Sublease is
part of a so-called single "Unitary Lease" or, conversely,
whether the Sublease constitutes a single lease governing the
Debtors' occupancy of the Irvine location.

Specifically, the Committee has filed a complaint against, among
others, HL Irvine seeking a declaration that:

    (i) the Sublease is a separate and distinct lease, and

   (ii) any provision in the Sublease purporting to restrict
        assumption and assignment is an unenforceable anti-
        assignment provision within the meaning of Section
        365(f)(1) of the Bankruptcy Code.

To the extent the Court rules that the Sublease is individually
capable of assumption and assignment, the Debtors reserve the
right to cure any default ultimately established by Irvine, which
cure will preserve the Debtors' ability to assume and assign the
Sublease.

Accordingly, the Debtors assert, the Motion should be denied or,
at a minimum, deferred until resolution of the Complaint.

PLVTZ, LLC, as Purchaser, supports the Debtors' Objection.

(2) Levitz SL

Levitz SL, L.L.C., as Landlord, objects to The Irvine Company's
request because there's no cause justifying the relief sought.

The Committee, the Debtors, the Purchaser and Levitz SL have
entered into a stipulation, wherein Levitz SL is obligated to pay
the February and March payments on the Irvine Lease.  Levitz SL
will cure all arrearages to keep the Irvine Lease current.

As the Irvine Lease will be current, Levitz SL says, Motion is
moot.

                         About Levitz Home

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of   
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts.  Jay R. Indyke, Esq., at Kronish Lieb Weiner & Hellman
LLP represents the Official Committee of Unsecured Creditors.  
Levitz sold substantially all of its assets to Prentice Capital on
Dec. 19, 2005.  (Levitz Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LEVITZ HOME: Wants to Reject Furniture.com Services Contract
------------------------------------------------------------
Furniture.com, Inc., and Debtor Levitz Home Furnishings, Inc., are
parties to an agreement wherein Furniture.com, among other things,
provides computer software applications and services to facilitate
the sale and service of the Debtors' products.  

The Services Agreement was excluded from the assets sold to the
purchasers of substantially all of the Debtors' assets.

The Debtors later determined that the Services Agreement no longer
provides a long-term benefit to their estates or creditors.

Richard H. Engman, Esq., at Jones Day, in New York, notes that
given that the Debtors have sold all of their operating stores,
they no longer need the applications and services provided by
Furniture.com on a long-term basis.  

Mr. Engman relates that the Debtors currently are in negotiations
with PLVTZ, LLC, regarding the short-term business needs for the
Application and Services Agreement and issues related to the
timing of its ultimate rejection.

Pursuant to Section 365 of the Bankruptcy Code, the Debtors ask
the U.S. Bankruptcy Court for the Southern District of New York
for permission to reject the Application and Services Agreement
effective as of April 15, 2006, or subject to further negotiations
with PLVTZ, another date that provides maximum value to their
estates.

            Furniture.com Seeks to Terminate Contract

Furniture.com asks the Court to modify the automatic stay so it
can terminate the Services Agreement in accordance with its
Letter Agreement with PLVTZ, LLC, an affiliate of Prentice
Capital Management, LP, and the Pride Capital Group, LLC.

According to John J. Rapisardi, Esq., at Weil, Gotshal & Manges
LLP, in New York, as of the Petition Date, the Debtors owed
Furniture.com $317,088, which constitutes a significant amount of
Furniture.com's income.

Mr. Rapisardi reminds the Court that Furniture.com objected to
the sale of the Debtors' operating stores to the Purchaser.  On
December 6, 2005, at the Debtors' direction, Furniture.com and
the Purchaser entered into a letter agreement to resolve their
issues.     

Specifically, the Letter Agreement stated that the Purchaser will
cause the Debtors to either (a) assume and assign the Services
Agreement to the Purchaser or (b) reject the Services Agreement,
on or before February 28, 2006.  The Purchaser later asked for an
extension of the deadline.  

Furniture.com agreed to extend the deadline until March 10, 2006,
on the condition that the Debtors' failure to assume and assign
the Services Agreement on or before that date would constitute the
rejection of the contract.  The Purchaser agreed.

Because the deadline has expired, Furniture.com now wants to
terminate the Services Agreement.

Furniture.com notes that the Purchaser owes it approximately
$235,000, comprised of:

   -- invoiced deliveries through February 2006 totaling
      $169,321;

   -- approximately $65,000 of deliveries made in March 2006,
      which has not yet been invoiced; and

   -- additional amounts for backlogged orders for which
      Furniture.com will not receive payments until the orders
      are shipped.

               Responses to Furniture.com's Request

According to the Debtors, Furniture.com's Lift Stay Motion is
premature.  Under Section 365 of the Bankruptcy Code, the Debtors
are not required to either assume or reject the Services
Agreement prior to the confirmation of the Reorganization Plan.  
The Letter Agreement, which the Debtors were not a party and
which forms the basis of the Lift Stay Motion, does not change
that fact, the Debtors assert.

The Debtors also point out that they have already sought to
reject the Services Agreement effective as of April 15, 2006, or
some other date that they determine will provide the most value
to their estates and creditors.

PLVTZ, LLC, as purchaser of substantially all of the Debtors'
assets, asks the Court to deny Furniture.com's request.

PLVTZ argues that, on its face, the Letter Agreement expressly
contemplates further action by the Debtors pursuant to Section
363 and 365 of the Bankruptcy Code to reject or assume the
Furniture.com Agreement.  

PLVTZ informs Judge Lifland that the Purchasers and the Debtors
are currently discussing the value of rejecting the Furniture.com
Agreement for an additional 90 days while they will transition
away from the services of Furniture.com.

However, should the Court determine that a factual issue exists
regarding any deemed rejection, PLVTZ asks the Court for
permission to examine Furniture.com's affiant, Philip M. Sivin.  
PLVTZ also asks the Court to schedule an evidentiary hearing.

                        About Levitz Home

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


LOS OSOS COMMUNITY: S&P Cuts Improvement Bonds' Rating to CCC
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
(SPUR) to 'CCC' from 'BB' on Los Osos Community Services District
Wastewater Assessment District No. 1, Calif.'s limited obligation
improvement bonds, based on concern regarding the numerous
lawsuits and fines the district is facing.  The outlook is
negative.
     
"The rating action reflects both the heightened concern and
uncertainty related to the numerous lawsuits and fines currently
facing the district and the district's questionable ability to pay
any such settlements, as well as the expectation of a considerable
time period before the lawsuit outcomes are finalized, which adds
additional uncertainty," Standard & Poor's credit analyst Paul
Dyson said.  

"These lawsuits and fines, even if partially successful or
enforced, are expected to cause severe financial strain on the
district.  The payment of these fines and settlements is highly
uncertain, given the district's current minimal unrestricted
unaudited cash balances, and might only be met if there are
favorable legal outcomes or other positive events."
     
"However, to the extent that the district is successful in the
outcomes and is also able to build cash reserves through, for
example, successful litigation results or, the sale of various
parcels of land, rating improvements exists," he added.
     
The bonds are secured by unpaid assessments against the property
in the assessment district and were issued in 2002 to construct a
wastewater collection, treatment, and disposal system, and project
that were significantly delayed, then halted in 2005.  Assessments
that property owners pay are in proportion to the perceived
benefit from the improvements.  The assessments are included on
taxpayer's property tax bills.


MERISTAR HOSPITALITY: Gets Requisite Consents for Debt Securities
-----------------------------------------------------------------
MeriStar Hospitality Corporation's (NYSE: MHX) subsidiary MeriStar
Hospitality Operating Partnership, L.P., received, as of 5:00
p.m., New York City time, on April 12, 2006, tenders and
consents from holders of more than a majority in aggregate
principal amount of each of its outstanding 9% Senior Notes due
2008 (CUSIP No. 58984YAD5) and 9-1/8% Senior Notes due 2011 (CUSIP
No. 58984SAA4) in connection with its cash tender offers and
consent solicitations for the Notes.  

The tender offers and consent solicitations are being conducted in
connection with the previously announced agreement of MeriStar and
the Operating Partnership to merge with affiliates of The
Blackstone Group.

It is expected that MeriStar and the Operating Partnership will
execute as soon as practicable supplemental indentures to the
indentures governing the Notes to eliminate substantially all of
the restrictive covenants contained in such indentures and the
Notes (except for certain covenants related to asset sales and
change of control offers), eliminate certain events of default and
modify covenants regarding mergers, including to permit mergers
with entities other than corporations, and modify provisions
regarding defeasance and/or satisfaction and discharge to
eliminate certain conditions, and modify or eliminate certain
other provisions contained in such indentures and the Notes.

The amendments will become operative concurrently with the
mergers, provided that all validly tendered Notes of an issue are
accepted for purchase pursuant to the applicable tender offer upon
consummation of the mergers, whereupon the amendments will apply
to all Notes of that issue remaining outstanding following
completion of the applicable tender offer.

Notes may be tendered pursuant to the tender offers until
8:00 a.m., New York City time, on Tuesday, May 2, 2006, or such
later date and time to which the Offer Expiration Date is extended
or earlier terminated.  

Holders who validly tender Notes after 5:00 p.m., New York City
time, on Wednesday, April 12, 2006 but prior to the Offer
Expiration Date will not receive the consent payment of $30.00 per
$1,000 principal amount of Notes.

The tender offers and consent solicitations are being made only
pursuant to the Offer to Purchase and Consent Solicitation
Statement dated March 29, 2006, and the related Consent and Letter
of Transmittal, as the same may be amended from time to time.  

Persons with questions regarding the tender offers or the consent
solicitations should contact the Dealer Managers for the tender
offers and Solicitation Agents for the consent solicitations:

     Bear, Stearns & Co. Inc.
     Telephone (877) 696-BEAR (toll- free)

                  and

     Lehman Brothers Inc.
     Telephone (800) 438-3242 (toll-free)

The documents relating to the tender offers and consent
solicitations may be obtained from the Information Agent, which
can be contacted at:

     D.F. King & Co., Inc.
     Telephone (212) 269-5550 (for banks and brokers only)
     Toll Free (888) 644-5854

                 About MeriStar Hospitality Corp.

Headquartered in Bethesda, Maryland, MeriStar Hospitality Corp.
-- http://www.meristar.com/-- owns 48 principally upper-upscale,
full-service hotels in major markets and resort locations with
14,559 rooms in 19 states and the District of Columbia.  The
company owns hotels under such internationally known brands as
Hilton, Sheraton, Marriott, Ritz-Carlton, Westin, Doubletree and
Radisson.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 24, 2006,
Moody's Investors Service placed the B2 senior unsecured debt
and Caa1 convertible debt ratings of MeriStar under review for
possible downgrade.  That rating action followed the announcement
on Feb. 21, 2006, that MeriStar is being acquired by an affiliate
of The Blackstone Group in a transaction valued at $2.6 billion.

An affiliate of The Blackstone Group has obtained a commitment
from its parent for $800 million in equity financing, while about
$1.9 billion in secured debt commitments has been provided by
three bank lenders.  The acquisition is expected to close in the
second quarter of 2006.

These ratings were placed under review for possible downgrade:

   Issuer: MeriStar Hospitality Operating Partnership, L.P.

     * Senior unsecured debt at B2; senior unsecured shelf at
       (P)B2;

     * subordinate debt shelf at (P)Caa1.

   Issuer: MeriStar Hospitality Corporation

     * Senior unsecured shelf at (P)B3;

     * senior subordinate debt at Caa1;

     * subordinate debt shelf at (P)Caa1.

   Issuer: MeriStar Hospitality Finance Corporation III

     * Senior unsecured debt shelf at (P)B3;

     * subordinated debt shelf at (P)Caa1.

In its last rating action, Moody's affirmed MeriStar's B2 senior
unsecured debt rating on Nov. 5, 2004.


MILLENNIUM CHEMICALS: To Delist and Deregister Debt Securities
--------------------------------------------------------------
Millennium Chemicals Inc. filed an application to voluntarily
delist its 4% Senior Convertible Debentures due Nov. 15, 2023,
that are currently listed on the New York Stock Exchange and to
deregister these securities with the Securities and Exchange
Commission.  

The Convertible Debentures are guaranteed by Millennium America
Inc., a subsidiary of Millennium.  Millennium expects the
delisting to be effective in May 2006.

Millennium is no longer required to maintain an effective shelf
registration statement with respect to the Convertible Debentures
or to maintain the listing of the Convertible Debentures on the
NYSE, and the Convertible Debentures have fewer than 15 record
holders and extremely low trading volume.  

Accordingly, Millennium believes that the benefits of listing and
registration are outweighed by the administrative burdens and
costs.  Millennium does not intend to list or register the
Convertible Debentures on any other exchange or quotation system.

Headquartered in Hunt Valley, Maryland, Millennium Chemicals Inc.
-- http://www.millenniumchem.com/-- is a major international  
producer of chemicals including titanium dioxide that is a wholly
owned subsidiary of Lyondell Chemical Company (NYSE: LYO).  In
addition, Millennium Chemicals has leading market positions in its
acetyls business, which is fully integrated with the Equistar
ethylene product chain.  The Company is also the world's largest
merchant seller of titanium tetrachloride and a major producer of
silica gel and cadmium-based pigments.  Millennium America Inc. is
a wholly owned subsidiary of Millennium Chemicals Inc.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 27, 2006,
Standard & Poor's Ratings Services placed its ratings on:

   * Millennium Chemicals Inc. (BB-/Watch Neg/--);
   * Valhi Inc. (BB/Watch Neg/--);
   * Sherwin-Williams Co. (A+/Watch Neg/A-1); and
   * subsidiaries

on CreditWatch with negative implications, following the jury
verdict in Rhode Island finding the companies liable for creating
a public nuisance by making lead-based paints decades ago.


MOBILE MINI: Moody's Raises Corporate Family Rating to Ba3
----------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Mobile Mini Inc., to Ba3 and the rating on the company's senior
unsecured notes to B1.  

This rating action results from the company's improved financial
performance and capital structure, and it concludes Moody's
ratings review which began on Dec. 16, 2005.  The outlook for the
ratings is stable.

Moody's said the upgrade to the Corporate Family Rating reflects
Mobile Mini's consistent operating profitability which is expected
to be sustained.  The company has reported increases in its core
leasing revenue segment over the last several years while
effectively managing costs.  This has led to a steady, robust
operating margin.

Moody's recognizes the strong economic environment which has
contributed to higher utilization and average lease rates.
However, Mobile Mini has demonstrated resiliency during a weak
economic cycle.  Part of this is due to the nature of its product,
mobile storage units.  

Utilization has remained fairly steady because additional space
may be necessary in stronger periods and temporary space can
provide flexibility during more uncertain periods.  

Also, Mobile Mini's diverse customer profile with minimal firm-
specific concentration provides consistency to earnings and is a
credit strength.

Moody's upgrade also recognizes Mobile Mini's prudent usage of
debt while expanding into new markets.  The company announced its
Royal Wolf Group acquisition and subsequently undertook a
secondary equity offering.  

The proceeds of this offering were marked for debt reduction, and
this demonstrated management's commitment to reduced leverage and
a prudent financial profile.  

Although the firm recently negotiated an enlarged line of credit,
Moody's believes management will continue to operate the company
with moderate levels of financial leverage while utilizing both
the line of credit and internally generated cash flow for
expansion.

According to Moody's, the rating on the unsecured notes, at one
notch below the CFR, reflects their effective subordination to the
firm's secured bank line.  

However, Moody's believes that there is strong asset coverage for
these creditors due to the value of Mobile Mini's storage
containers.  

The storage units are converted international shipping containers
that are made of steel and require little maintenance.  As a
result, they hold their value well.

Mobile Mini's ratings are constrained by the heavy competition in
the storage container market.  Although the company has been able
to improve margins during the economic expansion, average lease
rates could be pressured if demand for storage units decline.

Increasing commodity prices could also lead to difficulty in
acquiring storage containers economically to grow the business.
Moreover, if the company is unable to pass through the higher
container acquisition prices in its lease rates, margins could be
pressured.

Finally, Moody's recognizes the considerable growth expectations
of the company.  While the company has been able to surpass its
targets in recent quarters, there could be significant shareholder
pressure to maintain growth levels.  

If growth falters, a change in capital structure that includes the
utilization of additional financial leverage could put negative
pressure on the rating, though this is not expected.

What Could Change the Rating up:

   Ratings could go up if Mobile Mini demonstrates an ability to
   handle growth with sustained operating performance and
   financial discipline as the company ultimately transitions from
   a growth to a more mature entity.

What Could Change the Rating down:

   Ratings could go down if there is a material change in the
   capital structure resulting in increased leverage or if the
   company experiences significant erosion in utilization and
   average lease rates.

These ratings were upgraded:

   * Corporate Family to Ba3 from B1

   * Senior Unsecured Notes to B1 from B2

Mobile Mini, Inc., headquartered in Tempe, Arizona, reported
approximately $705 million in total assets as of Dec. 31, 2005.


MURRAY INC: Plan Trustee Has Until July 6 to Remove Actions
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
gave William Kaye, the Trustee of the Murray Liquidating Trust
established pursuant to Murray Inc.'s confirmed Plan of
Liquidation, until July 6, 2006, to remove actions pursuant to
Rule 9027 of the Federal Rules of Bankruptcy Procedure and Section
1452 of the Judiciary Procedures Code.

Mr. Kaye tells the Court that he has been diligently working
through the claims objection and claims liquidation process,
matters that have necessarily taken precedence over analysis of
the actions.

Mr. Kaye says that he has been investigating the remaining actions
and is still evaluating whether any actions exist that should be
removed and, if appropriate, transferred to the Court.  

Mr. Kaye believes that the extension will give him the opportunity
necessary to make fully informed decisions concerning removal of
each action and will assure that the Liquidating Trustee does not
forfeit his valuable rights.

Headquartered in Brentwood, Tennessee, Murray, Inc. --
http://www.murray.com/-- manufactures lawn tractors, mowers,         
snowthrowers, chipper shredders, and karts.  The Company filed for
chapter 11 protection on Nov. 8, 2004 (Bankr. M.D. Tenn. Case No.
04-13611).  Paul G. Jennings, Esq., at Bass, Berry & Sims PLC,
represents the Debtor.  Jonathan E. Aberman, Esq., at Foley &
Lardner LLP, represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it estimated more than $100 million in assets and
debts.  The Court confirmed the Debtor's Modified Plan of
Liquidation on Sept. 22, 2005.


MUSICLAND HOLDING: Objects to Deluxe's Prepetition Lien Payment
---------------------------------------------------------------
As reported in the Troubled Company Reporter on Mar. 30, 2006,
Deluxe Media Services, Inc., asked the U.S. Bankruptcy Court for
the Southern District of New York to:

   (a) enforce the Final DIP Order and direct Musicland Holding
       Corp. and its debtor-affiliates to pay the Lien Amount to
       Deluxe in satisfaction of the Prepetition Lien; or

   (b) if the Debtors sell their assets prior to the resolution
       of Deluxe's Motion, rule that the Prepetition Lien attach
       to the proceeds of the that sale and that a portion of the
       sale proceeds equal to the Lien Amount be placed into
       escrow solely for the benefit if Deluxe, pending a final
       determination on the merits of the Motion.

Deluxe provides warehousing and fulfillment services to the
Debtors pursuant to a Logistics Service Agreement by and between
Musicland Purchasing Corp. and Deluxe dated March 26, 2004.  As of
the bankruptcy filing, the Debtors owed Deluxe approximately
$27,200,000, for services it performed under the LSA.

The portion of the Prepetition Debt relating to the intake and
storage costs of the goods in Deluxe's possession as of the
Petition Date is secured by Deluxe's possessory lien against those
goods, Thomas R. Califano, Esq., at DLA Piper Rudnick Gray Cary US
LLP, in New York City, asserts.

Mr. Califano tells the U.S. Bankruptcy Court for the Southern
District of New York that the amount of the Prepetition Lien is
$4,142,931, broken down as:

   Billing Schedules (09/2005 to 01/2006)           $3,714,634
   Related Expenses
      Finished Goods                                   197,136
      Returns                                          113,372
      Management & other support                       117,789

Pursuant to the LSA, Deluxe is also entitled to interest on the
Total Lien Amount at prime plus 4% per annum.

                         Debtors Respond

David A. Agay, Esq., at Kirkland & Ellis LLP, in New York,
contends that Deluxe's assertion of a prepetition lien against the
Debtors' inventory is barred by its express contractual
commitments.  Under the Logistics Services Agreement, Deluxe
disclaimed "any interest in any Product" and agreed that it "shall
have no control or dominion over the Product".  Deluxe also
promised without qualification "to surrender or deliver such
Product as directed by Musicland".

Mr. Agay notes that there is no provision in the Services
Agreement that allows Deluxe to withhold the goods from the
Debtors until payment for the warehouse charges is received.

Moreover, Mr. Agay says, in a March 4, 2004, agreement between
Deluxe and the Debtors in favor of Congress Financial, Deluxe
agreed and acknowledged that it has not, and will not, issued any
warehouse receipt, documents or similar instruments with respect
to any of the Debtors' goods, except for non-negotiable receipts
naming Agent, Lender or the Debtors as consignee.  Congress
Financial is the predecessor of Wachovia.

Mr. Agay also asserts that Deluxe never issued the warehouse
receipt documentation essential to establish a right to assert a
warehouseman's lien.  

Deluxe failed to issue a valid warehouse receipt or documentation
at the time it received the Debtors' goods at its warehouse.  
Deluxe also admits its invoices and batch reports do not identify
the warehouse's location.

Mr. Agay notes that even if some or all of Deluxe's alleged lien
survives the Debtors' objections, the amount of its clamed lien is
unproven and appears to be overstated.  The Debtors would need the
opportunity to take written and deposition discovery concerning
the validity and the amount of the $4,142,931 lien being asserted.  
The Debtors require discovery to determine the reasonableness and
necessity of those charges.

The Debtors also need discovery to determine the extent to which
Deluxe's alleged warehouse lien, if any, exceeds the scope of the
protection from avoidance actions provided by Section 546(i) of
the Bankruptcy Code, Mr. Agay asserts.

The Informal Committee of Secured Trade Vendors joins in the
Debtors' objection.

                 Wachovia Doesn't Like It Either

On behalf of Wachovia Bank, National Association, Andrew M.
Kramer, Esq., at Otterburg, Steindler, Houston & Rosen, PC, in
New York, relates that Greg Cardinelli, Deluxe's chief financial
officer, acknowledged that Deluxe agreed to waive any lien rights
that could be asserted against the Debtors' senior secured
lenders.  However, Deluxe's motion seeks to violate that waiver by
seeking payment of the full amount of the alleged prepetition
warehouseman's lien.

Mr. Kramer notes that while the DIP Facility remains in effect and
obligations due to the Lenders are outstanding, the funds to
satisfy Deluxe's lien will come from the DIP Facility.  Thus,
under the Deluxe Motion, Deluxe's lien would, in effect, be
asserted against the DIP Lenders -- a violation of the Lien
Waiver executed and acknowledged by Deluxe.

Although the Final DIP Order permits payments to Deluxe to satisfy
its warehouseman's lien, those payments are limited "as and to the
extent permitted by the Budget."  Thus, to the extent the payments
due to Deluxe under its lien are not provided for in the Budget,
Deluxe's request should be denied, Mr. Kramer maintains.

Deluxe's request should also be denied to the extent it seeks to
subordinate the rights of the DIP Lenders, Mr. Kramer avers.  The
terms of the Final DIP Order provide that the DIP Lenders should
be paid in full before Deluxe receives any funds not contemplated
in the Budget.

                      About Musicland Holding

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 9; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NESTOR INC: Net Losses Spur Auditors to Raise Going Concern Doubt
-----------------------------------------------------------------
Carlin, Charron, & Rosen, LLP expressed substantial doubt about
Nestor, Inc.'s ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended Dec. 31, 2005.  The auditors point to the Company's
accumulated deficit at Dec. 31, 2005, and substantial net losses
in recent years.

                            Financials

Nestor, Inc. (NASDAQ: NEST) released fourth quarter and 2005 year-
end statements, reporting an increase in both fourth quarter and
year-end revenues over the same periods in 2004.

Revenues for the three-month period ending Dec. 31, 2005,
increased 2% to $1,589,000 from $1,551,000 in 2004, and 12-month
revenues increased 29% to $7,769,000 from $6,035,000 in 2004.  

Net losses from operations reported for the quarter and year ended
Dec. 31, 2005, were $2,613,000 and $9,277,000, respectively, as
compared to net losses of $1,820,000 and $4,647,000, respectively,
in 2004.

The net loss reported, including the effects of derivative
instrument expenses, was $6,764,000 for the year ended Dec. 31,
2005 and $6,178,000 as restated for the year ended Dec. 31, 2004.

The Company had cash and cash equivalents of $1.2 million at
Dec. 31, 2005, versus $5.9 million at year-end 2004.

                     Financials Restatement

In its Form 8-K filed with the Securities and Exchange Commission
on Dec. 5, 2005, the Company disclosed that it has been in
extensive discussions with the SEC Staff concerning the proper
accounting treatment for certain of our convertible debt
instruments in current and previously reported financial results.  

As a result of these discussions, the Company restated its
consolidated financial statements for 2003 and 2004 as well as the
first three quarters of 2005 to bifurcate embedded derivative
instruments within our debt and account for them separately as
derivative instrument liabilities.

The Company's Annual Reports on Form 10-K and the Quarterly
Reports on Form 10-Q for fiscal 2003 through the third quarter of
fiscal 2005 have not been revised to reflect the Restatement, and
the financial statements contained in those reports should not be
relied upon.  Instead, the financial statements for fiscal 2004
and 2003 included in the Company's 2005 Annual Report on Form 10-K
should be relied upon.

                           CEO Comment

"Nestor had many accomplishments in 2005 and has set the stage for
accelerated growth in 2006," William Danzell, Chief Executive
Officer of Nestor, Inc. stated.  

"During the year we continued to demonstrate our capabilities to
successfully raise capital when needed and funded the Company's
current operations, product development and an acquisition, while
still continuing to invest in both the Company's future and
expanding the industry.  

"Our engineering team, led by COO Todd Eikinas, significantly
improved our red light enforcement product, CrossingGuard.  The
product installation costs are now 30% lower than previous
installations while significant product enhancements were
incorporated into the product, including the integration of a 12.4
megapixel enforcement camera, whose images received a standing
ovation from L.A.P.D. officers when introduced at a training
session.  

"No other red light enforcement system provides predictive
technology to deliver a compelling traffic safety solution.  Also,
the Nestor engineering team has worked hand-in-hand with our
German partner, Vitronic, to introduce revolutionary new speed
detection technology to the global speed market."

                        About Nestor Inc.

Headquartered in Providence, Rhode Island, Nestor, Inc. --
http://www.nestor.com/-- is a leading provider of advanced  
intelligent traffic management solutions.  Nestor Traffic Systems
provides automated traffic enforcement solutions to state and
municipal governments.  Nestor Traffic Systems is the exclusive
North American distributor for the Vitronic PoliScanSpeed(TM)
scanning LiDAR capable of tracking multiple vehicles in multiple
lanes simultaneously.  CrossingGuard(R) uses patented multiple,
time-synchronized videos to capture comprehensive evidence of red
light and speed violations.  In addition, CrossingGuard(R) offers
customers a unique Collision Avoidance(TM) safety feature that can
help prevent intersection collisions.  CrossingGuard(R) is a
registered trademark of Nestor Traffic Systems, Inc.  
PoliScanSpeed(TM) is a trademark of Vitronic.


NEWPARK RESOURCES: S&P Puts BB- Corp. Credit Rating on Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on oil field services company Newpark Resources Inc.
on CreditWatch with negative implications.
     
As of Dec. 31, 2005, the Metairie, Louisiana-based company had
about $210 million of debt outstanding.
     
The rating action is directly related to Newpark's announcement
that the company had placed its CFO and certain other personnel on
administrative leave pending an internal examination of accounting
irregularities.
      
"Newpark's ability to investigate the matter thoroughly and
without significant delay is crucial to maintaining the current
ratings," said Standard & Poor's credit analyst Ben Tsocanos.
      
"Conversely, findings of material or widespread accounting
problems, extended delays in the process, or deterioration in
relations with its credit counterparties would almost certainly
lead to a downgrade," said Mr. Tsocanos.
     
Standard & Poor's expects to revisit the CreditWatch listing after
an assessment of the scale and scope of any financial
irregularity, if any.


NORTHEAST GENERATION: Moody's Cuts Debt Rating to Ba3 from Ba1
--------------------------------------------------------------
Moody's Investors Service lowered the rating on the senior secured
debt of Northeast Generation Company to Ba3 from Ba1 to reflect
lower expected debt service coverage after the project is divested
by Northeast Utilities.  

The rating was placed under review on Nov. 8, 2005 following the
announcement that NU would seek buyers for NGC.

Although in December 2005 NU extended the power purchase agreement
between its subsidiaries, Select Energy, and NGC through the end
of 2008, the downgrade reflects Moody's expectation that NU will
terminate the PPA in conjunction with the sale of NGC.  

Given the changes in the market since the original PPA was signed,
Moody's believes that it is unlikely that a purchaser would
provide a contract for NGC that is comparable to the existing PPA
that first went into effect in 2000.  

Assuming that the new owner operates NGC as a merchant generator,
Moody's expects that cash flow to debt coverage over the next
several years is likely to be significantly lower than the 20-25%
range that was achieved in the last two years.

The Ba3 rating, under review for possible further downgrade,
incorporates an expectation that NGC's ratio of funds from
operations to debt will range between 10% and the mid-teens as an
un-contracted plant.  

This coverage level could be comparable to power projects with
merchant exposure that are rated B1 or Ba3.  The rating remains
under review because it is uncertain how a new owner will choose
to finance and operate the project, which could affect the ongoing
cash flow coverage level.

The rating action on NGC does not affect NU or its other rated
subsidiaries.

Headquartered in Berlin, Connecticut, NGC owns nearly 1,300 MW of
pumped storage and conventional hydroelectric power generation
facilities in Massachusetts and Connecticut.  The company is an
indirect subsidiary of Northeast Utilities.


NOVELIS INC: Lenders Extend Financial Filing Deadline to May 15
---------------------------------------------------------------
Novelis Inc. (NYSE: NVL; TSX) received a waiver from its lenders,
Citicorp North America, Inc., and Morgan Stanley Senior Funding,
Inc., under its $1.8 billion Credit Agreement dated Jan. 7, 2005.  

The lenders waived Novelis' non-compliance with the provision that
requires the Company to timely furnish consolidated financial
statements for the third quarter of 2005.  The waiver extends the
time for filing the third quarter report for 2005 until May 15,
2006.

A full-text copy of the Credit Agreement is available at no charge
at http://ResearchArchives.com/t/s?7fc

Based in Atlanta, Georgia, Novelis Inc. -- http://www.novelis.com/
-- provides customers with a regional supply of technologically
sophisticated rolled aluminum products throughout Asia, Europe,
North America, and South America.  The company operates in 11
countries and has approximately 13,000 employees.  Through its
advanced production capabilities, the company supplies aluminum
sheet and foil to the automotive and transportation, beverage and
food packaging, construction and industrial, and printing markets.

                          *     *     *

As reported in the Troubled Company Reporter on April 11, 2006,
Standard & Poor's Ratings Services placed its 'BB-' long-term
corporate credit and bank loan ratings and 'B' senior unsecured
debt rating on Novelis Inc. on CreditWatch with negative
implications.  


NTELOS INC: Moody's Reinstates Corporate Family Rating to B2
------------------------------------------------------------
Moody's Investors Service affirmed the B1 1st priority and B2 2nd
priority senior secured ratings of NTELOS Inc.  At the same time,
Moody's affirmed the B2 corporate family rating of NTELOS Holdings
Corp. and moved this rating down to NTELOS Inc.  

Finally, Moody's withdrew the senior unsecured rating of Holdings.  
The outlook has been changed to positive from negative.

The rating action follows the recent initial public offering of
roughly 37% of Holdings, which raised net proceeds of
approximately $170 million.  

The proceeds were used, in part, to fully retire Holdings $135
million Senior Unsecured Notes on April 15, 2006.  The remaining
proceeds were used to terminate an advisory agreement with the
company's equity sponsors and, in part, to fund an expected
$30 million dividend to these same parties.  

Additionally, the action recognizes NTELOS' good operating
performance over the last year, which was modestly ahead of
Moody's earlier expectations.

The B2 corporate family rating reflects the company's difficult
market position as a regional operator competing against much
larger, better capitalized national wireless competitors, its
dependence on Sprint Nextel for a good portion of operating cash
flows, as well as continuing high leverage levels and a weak,
albeit improving, free cash flow profile.  

Offsetting these measures is the company's demonstrated ability to
produce strong results in its wireless operations, supported by
its multi-year wireless wholesale agreement with Sprint Nextel at
favorable terms, and the relatively steady performance of the
wireline business, which contributes roughly half of the company's
unlevered cash flows.

The change in the outlook to positive reflects a pro-forma
reduction in leverage of about one EBITDA turn to 4.5x, as well as
the company's stronger than expected wireless results over the
past year, and Moody's expectation that the combination of these
two events may enable the company to generate free cash flow
beginning in 2007 and more meaningful amounts thereafter.

Reinstatements:

   Issuer: NTELOS Inc.

   * Corporate Family Rating, Reinstated to B2

Outlook Actions:

   Issuer: NTELOS Holding Corp.

   * Outlook, Changed To Rating Withdrawn From Negative

   Issuer: NTELOS Inc.

   * Outlook, Changed To Positive From Negative

Withdrawals:

   Issuer: NTELOS Holding Corp.

   * Corporate Family Rating, Withdrawn, previously rated B2

   * Senior Unsecured Regular Bond/Debenture, Withdrawn,
     previously rated Caa1

Based in Waynesboro, Virginia, NTELOS is a regional communications
provider in Virginia and West Virginia with over 335,000 wireless
subscribers and about 47,000 local access lines in its incumbent
territory.


NVF COMPANY: Court Fixes June 6 as General Claims Bar Date
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set
5:00 p.m. on June 6, 2006, as the deadline for all creditors owed
money by NVF Company and its debtor-affiliate, Parsons Paper
Company, Inc., on account of claims arising prior to June 20,
2005, to file their proofs of claim.

Creditors, including governmental units, must file written proofs
of claim on or before the June 6 claims bar date and those forms
must be delivered to:

        U.S. Bankruptcy Court for the District of Delaware
        824 Market Street, 3rd Floor
        Wilmington, Delaware 19801

Headquartered in Yorklyn, Del., NVF Company -- http://www.nvf.com/
-- manufactures thermoset composites (glass, Kevlar), vulcanized
fiber, custom containers, circuitry materials, custom fabrication,
and welding products.  The Company along with its wholly owned
subsidiary, Parsons Paper Company, Inc., filed for chapter 11
protection on June 20, 2005 (Bankr. D. Del. Case Nos. 05-11727 and
05-11728).  Rebecca L. Booth, Esq., at Richards, Layton & Finger,
P.A., represents the Debtors in their restructuring efforts.
Michael B. Schaedle, Esq., Raymond M. Patella, Esq., and
Jason W. Staib, Esq., at Blank Rome LLP, represent the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they listed estimated assets
between $10 million to $50 million and estimated debts of more
than $100 million.


O'SULLIVAN INDUSTRIES: Hires Lazard Freres as Financial Advisor
---------------------------------------------------------------
James R. Sacca, Esq., at Greenberg Traurig, LLP, in Atlanta,
Georgia, notifies the U.S. Bankruptcy Court for the Northern
District of Georgia that the Official Committee of Unsecured
Creditors withdrew its objection to O'Sullivan Industries
Holdings, Inc., and its debtor-affiliates' request to employ
Lazard Freres & Co. LLC.

Accordingly, Judge C. Ray Mullins authorized the Debtors to employ
Lazard Freres & Co., as their financial advisor, nunc pro tunc to
Oct. 15, 2005.

As reported in the Troubled Company Reporter on Oct. 28, 2005,
Lazard Freres will:

   a) review and analyze their business, operations, and
      financial projections;

   b) evaluate their potential debt capacity in light of
      its projected cash flows;

   c) assist in the determination of their capital structure;

   d) assist in the determination of a range of values on a going
      concern basis;

   e) advise them on tactics and strategies for negotiating with
      Stakeholders;

   f) render them financial advice and participate in meetings or
      negotiations with the Stakeholders or rating agencies or
      other appropriate parties in connection with any
      restructuring alternatives;

   g) advise them on the timing, nature, and terms of new
      securities, other consideration, or other inducements to be
      offered pursuant to the Restructuring;

   h) in coordination and partnership with Lazard Capital Markets
      LLC, as is appropriate or necessary,

        i) advise and assist them in evaluating potential capital
           markets transactions of public or private debt or
           equity offerings;

       ii) evaluate and contact potential sources of capital as
           they may designate; and

      iii) assist them in negotiating the Financing;
    
   i) assist them in preparing documentation within Lazard's area
      of expertise, as required in connection with the
      Restructuring;

   j) assist them in identifying and evaluating candidates
      for a potential Sale Transaction, advise them in connection
      with negotiations, and aid in the consummation of a Sale
      Transaction;

   k) attend meetings of their Board of Directors and its
      committees;

   l) provide testimony, as necessary, with respect to matters
      for which Lazard has been engaged to advise them on in any
      proceeding before the Bankruptcy Court; and

   m) provide them with other general restructuring advice.

The Court approved the Engagement Letter and the Indemnification
Letter in connection with Lazard's employment, provided that:

   -- the Debtors will have no obligation to indemnify Lazard;
      and

   -- Lazard will not be free from liability in the event that
      the liability that it seeks indemnification is found to
      have resulted primarily from Lazard's breach of fiduciary
      duty, if any.

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and  
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on Oct. 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  Joel H. Levitin, Esq., at Dechert LLP, represents the
Debtors.  Michael H. Goldstein, Esq., Eric D. Winston, Esq., and
Christine M. Pajak, Esq., at Stutman, Treister & Glatt, P.C.,
represent the Official Committee of Unsecured Creditors.  On Sept.
30, 2005, the Debtor listed $161,335,000 in assets and
$254,178,000 in debts.  (O'Sullivan Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ORIUS CORP: Hilco & Rabin to Re-Sell Assets in Public Auctions
--------------------------------------------------------------
Hilco Industrial and Rabin Worldwide, along with Schatz
Underground, completed the purchase of substantially all of the
assets of Orius Telecommunications, a nationwide underground
telecommunications installer.

While Schatz intends to continue the Orius business out of Orius'
former Villa Ridge, Missouri, and Reno, Nevada, locations, Hilco
and Rabin are conducting a series of public auctions of the bulk
of Orius' assets at auctions in Minneapolis, Minnesota; Nampa,
Idaho; and Clackamas, Oregon.  Over 1000 lots of construction
equipment will be available.

In advance of the public auctions, Rick Hope, Senior Operations
Manager, of Rabin Worldwide, has facilitated the sale of some
assets back to new owners of regional contractors.  Hundreds of
employees are going back to work in the Idaho areas due to this
arrangement.

"I can't remember seeing so much low hour and mileage equipment.
Many of the trenchers and trucks look like they arrived less than
a year ago," states Richard Reese, president of Rabin Worldwide,
although most of the equipment is 4 to 5 years old.  "Savvy buyers
who attend this Auction will have an incredible opportunity to
acquire valuable low hour/mileage equipment at auction prices,"
said Robert Levy, president of Hilco Industrial.

Over 1000 Trucks, Trailers Trenchers, Backhoes plus more will be
available.

      Auction #1 - Minneapolis, Minnesota - April 20, 2006
      Auction #2 - Nampa, Idaho           - April 25, 2006
      Auction #3 - Twin Falls, Idaho      - April 26, 2006
      Auction #4 - Clackamas, Oregon      - May 3 & 4, 2006

                            About Rabin

Headquartered in San Francisco, California, Rabin Worldwide -
http://www.rabin.com/-- provides comprehensive financial  
solutions for businesses in transition, from Fortune 500 companies
and private industry, to financial institutions, receivers,
trustees and courts.

                            About Hilco

Based in Farmington Hills, Michigan, Hilco Industrial, LLC -
http://www.hilcoind.com/-- is a full-service asset disposition  
company specializing in maximizing the liquidation value of
surplus industrial and commercial assets on behalf of
manufacturers, wholesalers, distributors and the financial
institutions that serve them.  Hilco Industrial, LLC is a member
of the Hilco Organization, which provides asset appraisal,
acquisition, disposal and financing services to an international
marketplace through thirteen specialized business units.

                         About Orius Corp.

Headquartered in Barrington, Illinois, Orius Corp. --
http://www.oriuscorp.com/-- is a nationwide provider of  
construction, deployment and maintenance services to customers
operating within the telecommunications; broadband; gas and
electric utilities; and government industries.  The Company and
its affiliates filed for chapter 11 protection on Dec. 12, 2005
(Bankr. N.D. Ill. Case No. 05-63876).  Aaron C. Smith, Esq., and
Folarin S. Dosunmu, Esq., at Lord, Bissell & Brook LLP represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed estimated
assets of $10 million to $50 million and estimated debts of $50
million to $100 million.


PELLIN EMERGENCY: Case Summary & 24 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Pellin Emergency Medical Services, Inc.
             10808 Akron Canfield Road
             Ellsworth, Ohio 44416

Bankruptcy Case No.: 06-40455

Debtor-affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      R and V Leasing Corp.                      06-40456

Type of Business: Pellin Emergency Medical Services,
                  Inc., provides elderly and disabled
                  transportation services.

Chapter 11 Petition Date: April 11, 2006

Court: Northern District of Ohio (Youngstown)

Judge: Kay Woods

Debtors' Counsel: Howard E. Mentzer, Esq.
                  Mentzer and Mygrant Ltd.
                  1 Cascade Plaza, Suite 1445
                  Akron, Ohio 44308
                  Tel: (330) 376-7500
                  Fax: (330) 376-8018

                           Estimated Assets   Estimated Debts
                           ----------------   ---------------
Pellin Emergency Medical   $1 Million to      $1 Million to
Services, Inc.             $10 Million        $10 Million

R and V Leasing Corp.      $500,000 to        $1 Million to
                           $1 Million         $10 Million

A. Pellin Emergency Medical Services, Inc.'s 20 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
JP Morgan Chase                  Buyout former       $1,272,401
P.O. Box 9001022                 stockholder
Louisville, KY 40290-1022

R and V Leasing Corp.            Vehicle and           $540,091
10808 Akron Canfield             Equipment Lease
Ellsworth, OH 44416              Payments Due

Richard Pellin, Sr.              Buyout of Former      $300,000
1524 Lower Hawthorne Trail       Stockholder
Cairo, GA 31728

Richard Pellin, Jr.              Loan                   $77,000

Cailor Fleming & Associates      Trade Debt             $60,360
                                 Insurance

Internal Revenue Service         Federal Payroll        $43,538
                                 Taxes

Ohio Bureau of Workers           Workers                $32,346
Compensation                     Compensation

William Leicht                   Accounting Services    $30,474

McNeil & Company                 Trade Debt             $25,798
                                 Insurance

Chase Credit Card                Credit card            $25,649
                                 purchases

Anthem Blue Cross Blue Shield    Trade Debt             $11,544
                                 Employee Health
                                 Insurance

Discover Card Services           Credit card            $10,982
                                 purchases

Page, Wolfberg & Worth           Legal Fees             $10,443

Cintas                           Trade Debt              $8,281
                                 Employee Uniforms

Speedway Super America           Gasoline Card           $7,266

Bernard's Automotive             Trade Debt              $5,333
                                 Vehicle Parts

Treasurer State of Ohio          Monthly Payroll         $3,734
                                 Taxes

Sosnick Septic Service           Trade Debt              $3,150
                                 Building
                                 Maintenance

Ferrell Gas                      Propane Gasoline        $3,130

Comstock, Springer & Wilson      Legal Fees              $2,710

B. R and V Leasing Corp.'s 4 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
JP Morgan Chase Bank N.A.        Guarantor for       $1,771,607
c/o John S. Knops                Pellin Emergency
Small Business Banking OH2-5170  Medical Services,
528 South Main Street            Inc., and Vanessa
Akron, OH 44311-1058             Pellin

Ohio Attorney General            Sales tax               $4,787
Collections Enforcement Section
150 East Gay Street, 21st Floor
Columbus, OH 43215

William Leicht                   Accounting Services     $3,384
725 Boardman Canfield, Suite M2
Boardman, OH 44512

Ohio Department of Taxation      Sales tax                  $76
P.O. Box 1090
Columbus, OH 43216-1090


PENN NATIONAL: Earns $120 Million in 2005 Fiscal Year
-----------------------------------------------------
Penn National Gaming, Inc., earned $120.93 million of net income
for the year ended Dec. 31, 2005, as compared to net income of
$71.48 million earned in the prior year.

Net revenues increased in 2005 by $272.6 million, or 23.9%, to
$1,412.5 million from $1,139.9 million in 2004.  The increase was
primarily driven by the acquisition of Argosy Gaming Company,
which represented $253.1 million of the increase, as well as
growth at Charles Town and Casino Rouge properties in the amount
of $40.6 million and $28 million, respectively.  

Revenue growth was partially offset by a $36.3 million decline in
Casino Magic-Bay St. Louis and a $24.4 million decline in Boomtown
Biloxi, due to the closure of both properties since August 2005 in
the aftermath of Hurricane Katrina.

The Company's balance sheet at Dec. 31, 2005, showed $4.1 billion
in total assets and $3.3 billion in total liabilities.

A full-text copy of the Company's annual report on Form 10-K filed
with the Securities and Exchange Commission is available for free
at http://researcharchives.com/t/s?7ff

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

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 2, 2006,
Moody's Investors Service raised the ratings of Penn National
Gaming, Inc., and assigned a stable ratings outlook.  These
ratings were affected:

   * Corporate family rating, to Ba2 from Ba3;

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

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

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

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

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

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


PILLOWTEX CORP: Taps Harwell Howard as Tennessee Local Counsel
--------------------------------------------------------------
Pillowtex Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain Harwell, Horward, Hyne, Gabbert & Manner, P.C., as their
local bankruptcy counsel related to corporate matters in
Tennessee.

The Debtors want to hire Harwell Howard because of the Firm's
expertise and knowledge in handling related corporate issues in
the state of Tennessee.

Craig V. Gabbert, Jr., Esq., a Harwell Howard member, discloses
that the Firm's professionals bill:

        Professional                Hourly Rate
        ------------                -----------
        Partners                    $275 - $495
        Associates                  $150 - $225
        Paraprofessionals           $125 - $140

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

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sold top-of-the-bed products to  
virtually every major retailer in the U.S. and Canada.  The
Company filed for Chapter 11 protection on November 14, 2000
(Bankr. Del. Case No. 00-4211), emerged from bankruptcy under a
chapter 11 plan, and filed a second time on July 30, 2003 (Bankr.
Del. Case No. 03-12339).  The second chapter 11 filing triggered
sales of substantially all of the Company's assets.  David G.
Heiman, Esq., at Jones Day, and William H. Sudell, Jr., Esq., at
Morris Nichols Arsht & Tunnel, represent the Debtors.  On July 30,
2003, the Company listed $548,003,000 in assets and $475,859,000
in debts.


PILLOWTEX CORP: Taps Strauss & Troy as Ohio & Alabama Co-Counsel
----------------------------------------------------------------
Pillowtex Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain Strauss & Troy as their local bankruptcy counsel related to
corporate matters in Ohio and Alabama.

The Debtors want to hire Strauss & Troy because of the Firm's
expertise and knowledge in handling related corporate issues in
Ohio and Alabama.

Larry A. Neuman, Esq., a Strauss & Troy member, discloses that the
Firm's professionals bill:

        Professional                Hourly Rate
        ------------                -----------
        Partners                    $200 - $325
        Associates                  $140 - $205
        Paraprofessionals           $105 - $130
        File Clerks                 $105

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

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sold top-of-the-bed products to  
virtually every major retailer in the U.S. and Canada.  The
Company filed for Chapter 11 protection on November 14, 2000
(Bankr. Del. Case No. 00-4211), emerged from bankruptcy under a
chapter 11 plan, and filed a second time on July 30, 2003 (Bankr.
Del. Case No. 03-12339).  The second chapter 11 filing triggered
sales of substantially all of the Company's assets.  David G.
Heiman, Esq., at Jones Day, and William H. Sudell, Jr., Esq., at
Morris Nichols Arsht & Tunnel, represent the Debtors.  On July 30,
2003, the Company listed $548,003,000 in assets and $475,859,000
in debts.


POGO PRODUCING: Agrees to Buy Latigo Petroleum for $750 Million
---------------------------------------------------------------
Pogo Producing Company (NYSE: PPP) entered into a definitive
agreement to acquire privately held Latigo Petroleum, Inc., for
$750 million in cash.

The acquisition of Latigo and its assets in the Permian Basin and
Texas Panhandle is expected to:

     * increase Pogo's total proven oil and gas reserves by 13%,
       from 2,042 billion cubic feet of natural gas equivalent to
       2,317 bcfe;

     * complement Pogo's existing core operating area with a
       significant under developed contiguous acreage position;

     * extend Pogo's indicated reserves life to approximately 10
       years;

     * add over 400 development and exploration drilling locations
       to Pogo's inventory.

                      Terms of the Agreement

Pogo will acquire 275 bcfe of estimated proven reserves on
approximately 404,700 net acres.  Latigo's reserves are 49%
natural gas and 51% oil.  Beyond the proven reserves, Pogo
believes that Latigo's properties contain high quality probable
reserves and significant exploration potential.  

After allocating $60 million of the purchase price to Latigo's
sizeable, as yet unexplored but prospective, leasehold acreage
position and its extensive new 3-D seismic database, Pogo's
acquisition cost per estimated proven reserves, would be $2.51 per
thousand cubic feet equivalent.

                Benefits Of The Latigo Transaction

A) Critical Mass and Scope -- The acquisition provides Pogo
    with additional critical mass in a core Pogo area in the
    Permian Basin and panhandle of Texas.

    * Latigo owns approximately 405,000 net acres with a working
      interest of over 70%.

    * Latigo's properties offer a large inventory of drilling
      prospects, including over 400 currently identified drilling
      locations.  Due to a large undeveloped acreage position,
      Pogo expects to pursue numerous high-potential, 3-D seismic
      driven exploratory prospects.

    * Latigo operates over 90% of its total daily production,
      recently averaging about 3,300 net barrels of crude oil and
      20 million cubic feet of natural gas per day.

    * Latigo reserves are well balanced, with 49% natural gas and
      51% oil.  This balanced asset mix helps Pogo continue to
      minimize its exposure to the price cyclicality inherent in
      being tied exclusively to any single energy source.

    * Latigo's reserves life of 18.8 years extends Pogo's overall
      reserves life to about 10 years.

B) Significant Exploration and Development Opportunities --
    Latigo's development activities are concentrated in Texas,
    including the Collie Field in Reeves and Ward Counties, and
    the Courson Ranches areas located in Roberts and Ochiltree
    Counties.  Key exploration plays have been identified in the
    250,000 acres of the panhandle Ranches area.

    * Latigo's Permian Basin area hydrocarbons are adjacent to
      many of Pogo's fine existing fields and are characterized
      by long reserves life and low decline rates.  Approximately
      60% of Latigo's reserves and 50% of its total production
      are located in this predominantly oil-bearing region.  
      Development opportunities targeting the Delaware and the
      Grayburg/San Andres formations appear to be particularly
      promising.

      Pogo believes that many significant upside opportunities
      exist in this region, where over 200 infill and step-out
      drilling locations have been identified.

    * Approximately 40% of Latigo's reserves and 50% of its
      production are located in the panhandle of Texas.  Pogo
      will be acquiring established fields with significant
      development potential, as well as exploration based upon
      newly acquired 3-D seismic in the panhandle Ranches area to
      test multiple horizons, including the Brown Dolomite,
      Granite Wash, St. Louis, and Hunton.

    * Latigo currently has seven rigs operating and Pogo's
      drilling agenda for 2006 will include adding two more rigs
      and drilling more than 100 locations.

"We are pleased to announce the acquisition of Latigo, which fits
into our strategy to grow Pogo's asset base in North America,"
Paul G. Van Wagenen, Chairman and Chief Executive Officer of Pogo
said.  

Latigo will provide Pogo with a balanced portfolio of proven
reserves, low risk development and extensive exploration
opportunities.  The addition of Latigo's properties, in one of
Pogo's most active geographic areas, will result in significant,
cost- effective growth."

Pogo intends to finance the Latigo acquisition utilizing cash on
hand, capacity under its existing revolving credit facility and
opportunistic capital market transactions.  

Regarding 2006 results, Pogo expects to update the full year 2006
guidance on April 25, 2006, in conjunction with the release of the
company's first quarter 2006 results.  The transaction is subject
to customary regulatory approvals and is expected to close during
May of 2006.

                      About Latigo Petroleum

Headquartered in Tulsa, Oklahoma, Latigo Petroleum, Inc. --
http://www.latigopetro.com/-- is a privately owned exploration  
and production company that was formed by Latigo Management,
Warburg Pincus LLC and JPMorgan Partners in 2002.

                       About Pogo Producing

Headquartered in Houston, Texas, Pogo Producing Company --
http://www.pogoproducing.com/-- explores for, develops and  
produces oil and natural gas.  Pogo owns approximately 3,885,000
gross leasehold acres in major oil and gas provinces in North
America, 1,044,000 acres in New Zealand and 1,480,000 acres in
Vietnam. Pogo common stock is listed on the New York Stock
Exchange under the symbol "PPP."

                            *   *   *

Pogo Producing Company's 6-5/8% Senior Subordinated Notes due 2015
carry Moody's Investors Service's Ba3 rating and Standard & Poor's
B+ rating.


POGO PRODUCING: $750 Mil. Latigo Deal Cues Moody's Ratings Review
-----------------------------------------------------------------
Moody's Investors Service placed Pogo Producing Company's ratings
under review for downgrade upon its announced $750 million
acquisition of private Latigo Petroleum, run by Randy Fouch with
private equity funding from Warburg Pincus.  

Pogo expects to fund the Latigo acquisition through cash on hand,
asset sales, borrowings under its revolver, and potential capital
market transactions.  Pogo currently has a Ba2 corporate family
rating and a Ba3 senior subordinated note rating.

The review for downgrade is an extension of Moody's existing
ongoing assessment of Pogo's operating profile, leverage, and
results as it continues to redefine its asset portfolio.  Pogo is
transitioning itself through acquisitions during a time of
historic up-cycle acquisition costs.  

Its reserve and prospect portfolios had previously predominately
consisted of short-lived Gulf of Mexico and short-lived Gulf of
Thailand properties.  

It is transitioning to a longer lived, lower risk onshore North
American producer, though at high acquisition costs and escalated
leverage.  

The review for downgrade also reflects the risk of even higher
leverage, depending on how Pogo funds the Latigo acquisition by
the time it closes in May 2006.  

Pogo has faced several years of rising reserve replacement costs,
difficult production trends, and the attendant ongoing event risk
of a firm in the midst of a necessary strategic transformation.

Pogo's acquisition of Latigo follows its $84 million of other
acquisitions in Canada and U.S. acquisitions, $1.8 billion
acquisition of Northrock Resources, and its $820 million sale of
its Gulf of Thailand assets.  

Pogo is paying a hefty $16.36/Boe of proven reserves, excluding
future development capex to bring all existing proven reserves to
production, and a very high $112,500/boe of daily production.  

Pogo estimates that Latigo holds 45.8 mmboe of proven reserves,
26 mmboe of proven developed reserves, and 6,667 boe of daily
production.

Since 2004, Pogo has faced surging reserve replacement costs,
inconsistent to weak organic production trends, an escalating
total full cycle cost structure, and rising leverage on proven
developed reserves.  

Moody's estimates that Pogo ended 2005 with a very high total
full cycle cost structure and with adjusted leverage on proven
developed reserves having risen to at least the mid-$6 range
before this most recent acquisition.  In 2005, Pogo completed
$360 million of its $375 million common share repurchase program.

The review will focus on:

   1) Pogo's full cycle cost trends;

   2) an assessment of its financing decisions and pro-forma
      leverage;

   3) further review of the producing and non-producing
      properties acquired by Pogo;

   4) final assessment of the pro-forma reserve and production
      mix and cost structure;

   5) first quarter 2005 production and results; and

   6) and any other relevant activity given the company's ongoing
      transformation.

Latigo was formed in 2002 after Mr. Fouch and Warburg Pincus sold
their previous exploration and production company venture earlier
in 2001.  Pogo Producing Company is headquartered in Houston,
Texas.


POGO PRODUCING: Latigo Merger Cues S&P to Put BB Rating on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating on oil and gas exploration and production company
Pogo Producing Co. on CreditWatch with negative implications
after the company entered into a definitive agreement to acquire
privately held Latigo Petroleum Inc.
     
Houston, Texas-based Pogo had about $1.65 billion in debt
outstanding as of Dec. 31, 2005.
     
Pogo is acquiring Latigo, which had proved reserves of about 275
billion cubic feet equivalent as of Dec. 31, 2005, for a total
cash purchase price of $750 million.
     
Pogo intends to fund the transaction primarily with:

   * its capacity under its $1.0 billion revolving credit
     facility;

   * cash on hand; and

   * potential capital market transaction.

The proposed acquisition is expected to close in May 2006.
      
"The CreditWatch reflects Pogo's increased leverage for the
proposed Latigo transaction amidst our expectations for continued
deleveraging following the company's most recent high priced,
leveraging acquisition," Standard & Poor's credit analyst Brian
Janiak said.  In September 2005, Pogo closed its acquisition of
Northrock properties for $1.8 billion.
      
"Furthermore, the CreditWatch placement incorporates Pogo's more
aggressive initiatives in 2006, declining production levels,
increasing costs, and its continued operational underperformance
in 2005," said Mr. Janiak.
     
Standard & Poor's plans to meet with Pogo's management in the near
term to review the proposed transaction and determine the credit
implications of Pogo's increased capital expenditure budget,
business strategy, and future financing policy, including
capitalization and liquidity, in light of the most recent proposed
transaction.
     
Resolution of the CreditWatch will occur before the expected
closed of the transaction in May 2006.


PUREBEAUTY INC: Files for Chapter 11 Protection in California
-------------------------------------------------------------
PureBeauty, Inc., filed a voluntary Chapter 11 petition and
entered into an acquisition agreement with Cameron Capital
Corporation.  Under the acquisition agreement, Cameron will
acquire substantially all of PureBeauty's operating assets under
Section 363 of the Bankruptcy Code.

PureBeauty also disclosed that it has secured a new $4.75 million
debtor-in-possession credit facility with Webster Business Credit
Corporation, the company's senior lender, to finance its working
capital needs and allow it to continue normal business operations
during the sale process, including meeting postpetition
obligations to employees, vendors, landlords and others.

Pursuant to the agreement, Cameron Capital will acquire
substantially all of PureBeauty's assets necessary to continue the
Company's retail and salon/spa operations and will retain the
substantial majority of its employees.  

Cameron Capital further intends to support and enhance
PureBeauty's existing vendor relationships as the Company
repositions its business strategy to achieve long-term sustained
growth.

"We believe the personal care industry expertise and capital
provided by Cameron Capital will provide the financial strength to
create a leading consumer lifestyle beauty and image resource"
said James C. Petty, President and CEO of PureBeauty.

"We are excited to invest in PureBeauty's brand and platform, and
believe that our professional personal care experience will help
to enhance and expand PureBeauty's market share," said David
Wills, a spokesperson for Cameron Capital.

The voluntary Chapter 11 petition was filed in the United States
Bankruptcy Court for the Central District of California, San
Fernando Valley Division.  The Bankruptcy Court-supervised sale
approval process is expected to be completed during the second
quarter of 2006.

PureBeauty has retained Klee, Tuchin, Bogdanoff & Stern LLP as
bankruptcy counsel and Alvarez & Marsal, Inc. as financial
advisors.

                      About Cameron Capital

Cameron Capital - http://www.cameroncapitalconsulting.com/-- is a  
private investment firm that invests in companies that can benefit
from its combination of operating expertise, capital and strategic
industry vision.  Over the past 20 years Cameron Capital has
invested in a variety of industries including financial services,
technology and personal care.  The personal care industry has been
the firm's strategic focus for the past five years.

                        About PureBeauty

PureBeauty -- http://www.purebeauty.com/-- operates 48 retail  
stores and salons offering professional hair care and skincare
services, featuring a leading assortment of professional and
prestige personal care products.  PureBeauty also operates six
"brand" stores, providing customers with a variety of aspirational
products and services.  PureBeauty Inc. and Pure Salons, Inc., an
affiliate, filed for chapter 11 protection on April 18, 2006
(Bankr. C.D. Calif. Case No. 06-10545).  Stacia A. Neeley, Esq.,
at Klee, Tuchin, Bogdanoff & Stern LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated assets between
$10 million and $50 million and debts between $50 million and
$100 million.


PUREBEAUTY INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: PureBeauty Inc.
             aka PureBeauty
             aka Pure Beauty Salon
             aka PureBeauty Hair Skin Body
             16030 Ventura Boulevard, Suite 320
             Encino, California 91436

Bankruptcy Case No.: 06-10545

Debtor-affiliate filing separate chapter 11 petition:

      Entity                  Case No.
      ------                  --------
      Pure Salons, Inc.       06-10546

Type of Business: The Debtors are retailers of a wide variety of
                  beauty products.  The Debtors also offer
                  expert consultation and salon services for hair
                  and skin.  See http://www.purebeauty.com/

Chapter 11 Petition Date: April 18, 2006

Court: Central District Of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtors' Counsel: Stacia A. Neeley, Esq.
                  Klee, Tuchin, Bogdanoff & Stern LLP
                  2121 Avenue of the Stars, 33rd Floor
                  Los Angeles, California 90067
                  Tel: (310) 407-4000

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $50 Million to $100 Million

A. PureBeauty Inc.'s 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
State of California              Tax Debt              $198,728
Board of Equalization
P.O. Box 942879
Sacramento, CA 94279

Navas Holdings LP                Lease Debt            $176,812
P.O. Box 11535
Glendale, CA 91226

Weingarten Realty                Lease Debt            $165,945
2600 Citadel Plaza Drive
Houston, TX 77008

Famam Street Financial           Lease Debt            $153,514

Federal Realty                   Lease Debt            $144,928
Investment Trust

DSP Clyboum, LLC                 Lease Debt            $137,503

Highland Village LP              Lease Debt            $133,827

Pacific/Bowie - El Cerrito       Lease Debt            $130,997

Choate, Hall & Stewart           Legal Services        $130,408

Gilbert West                     Trade Debt            $128,054

Irvine Company                   Lease Debt            $114,623

Turner Dale & Associates         Lease Debt            $110,419

Hamilton Management Inc.         Lease Debt            $106,402

Sunbelt Stores, Inc.             Lease Debt             $90,357

Cari Wolk & Art Carno            Lease Debt             $90,212

Priske Jones                     Lease Debt             $89,210

Regency Centers                  Lease Debt             $86,747

Vestar DRM-OPCO, LLC             Lease Debt             $86,504

Blue Cross of California         Insurance Debt         $79,646

Paula Dorf Cosmetics             Trade Debt             $77,908

B. Pure Salons, Inc.'s 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
State of California              Tax Debt              $198,728
Board of Equalization
P.O. Box 942879
Sacramento, CA 94279

Dermalogica                      Trade Debt             $63,033
P.O. Box 51203
Los Angeles, CA 90051

Murad, Inc.                      Trade Debt             $47,301
2121 Rosecrans Avenue
5th Floor
El Segundo, CA 90245-4745

Sebastian International          Trade Debt             $27,159

Redken Laboratories              Trade Debt             $17,373

Alterna, Inc.                    Trade Debt             $13,351

OPI Products, Inc.               Trade Debt             $10,994

Arizona Department of Revenue    Tax Debt               $10,023

Nevada Department of Taxation    Tax Debt                $7,914

Doctor's Dermatologic/HDS        Trade Debt              $7,883

MD Skincare                      Trade Debt              $7,287

Illinois Department of Revenue   Tax Debt                $6,633

State Comptroller                Tax Debt                $4,282

Virginia Department of Taxation  Tax Debt                $3,381

Charles G. Spilo                 Trade Debt              $2,617

DC Treasurer                     Tax Debt                $2,151

Schwarzkopf/Salon Partners       Trade Debt                $283

Qosmedix                         Trade Debt                $254


RESTAURANT CO: Moody's Cuts $40 Mil. Credit Rating to B2 from B1
----------------------------------------------------------------
Moody's Investors Service affirmed The Restaurant Company's
corporate family rating at B2 and assigned a B2 rating to its
proposed $100 million senior secured term loan B.

At the same time, Moody's downgraded the senior secured revolving
line of credit to B2 from B1, downgraded the senior unsecured
notes to B3 from B2 and downgraded the Speculative Grade Liquidity
rating to SGL-3 from SGL-2.  

Castle Harlan, Inc., the owner of Restaurant Co. which operates
the Perkins Restaurant & Bakery concept, plans to merge Marie
Callender Pie Shops, Inc., another portfolio company since 1999,
with Perkins through the acquisition of MC.

Proceeds from the proposed term loan will be used to retire MC's
existing, unrated debt.  The rating outlook is stable.

The rating actions reflect:

   1) the combination of proven, well-known family dining
      restaurant concepts that generate relatively stable
      revenues and margins;

   2) improved diversification; and

   3) potential cost savings and synergies.

Factors constricting the ratings include high financial leverage,
operating in the mature, highly competitive family dining
category, limited free cash flow available for debt reduction and
a modest liquidity position.

Moody's previous rating action on Restaurant Co. was the Sept. 6,
2005 assignment of the B2 corporate family rating, B1 on the $25
million secured revolving credit facility and B2 on the $190
million senior unsecured notes.  Moody's also assigned a
Speculative Grade Liquidity Rating of SGL-2 at the time.

Ratings affirmed:

   * Corporate family rating at B2.

Rating assigned:

   * The $100 million senior secured term loan B maturing
     in 2013 at B2.

Ratings downgraded:

   * The $40 million senior secured revolving credit facility
     maturing in 2011 to B2 from B1, the $190 million senior
     unsecured notes maturing in 2013 to B3 from B2 and the
     Speculative Grade Liquidity rating to SGL-3 from SGL-2.

The $140 million credit facility is secured by the pledge of all
assets of Restaurant Co. and its subsidiaries in addition to being
guaranteed by those same subsidiaries.  

Moody's recognizes the senior position of this debt class in
relation to the unsecured notes, however, because the secured debt
comprises a sizable percentage of the capital structure with the
revolver fully drawn, the credit facility ratings are at the B2
corporate family rating level.  The B3 rating on the senior
unsecured notes reflects the subordinated position of these
noteholders.

The Restaurant Company, headquartered in Memphis, Tennessee,
operated 151 and franchised 331 restaurants under the "Perkins"
brand name as of Dec. 25, 2005.  Revenues for fiscal 2005 were
approximately $352 million.  Marie Callender Pie Shops,
headquartered in Aliso Viejo, California, operated 93 and
franchised 47 full-service dining restaurants in 10 states and
Mexico at year-end 2005.


RIM SEMICONDUCTOR: Incurs $1.3 Million Net Loss in First Quarter
----------------------------------------------------------------
Rim Semiconductor Company fka New Visual Corporation filed its
financial results on Form 10-QSB for the first quarter ended
Jan. 31, 2006, with the Securities and Exchange Commission on
March 17, 2006.

For the three months ended Jan. 31, 2006, the company reported a
net loss of $1.3 million on $40,176 of net revenues compared to a
$905,224 net loss on $8,801 of net revenues for the same period in
2005.

At Jan. 31, 2006, Rim Semiconductor's balance sheet showed
accumulated deficit of $63.4 million.

A full-text copy of Rim Semiconductor's first quarter report ended
Jan. 31, 2006, is available for free at:

                http://researcharchives.com/t/s?7f6

                     About Rim Semiconductor

Headquartered in Portland, Oregon, Rim Semiconductor Company fka
New Visual Corporation -- http://www.rimsemi.com/-- is an  
emerging fabless communications semiconductor company.  It has
made available an advanced technology that allows data to be
transmitted at greater speed and across extended distances over
existing copper wire.

                         *     *     *

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Feb. 2, 2006,
Marcum & Kliegman LLP expressed substantial doubt about Rim
Semiconductor Company fka New Visual Corporation's ability to
continue as a going concern after it audited the Company's
financial statements for the fiscal years ended Oct. 31, 2005, and
2004.  The auditing firm pointed to Rim's $3,145,391 working
capital deficiency at Oct. 31, 2005.  Rim Semiconductor's
Oct. 31 balance sheet shows strained liquidity with $407,512 in
current assets available to pay $3,552,903 of current liabilities
coming due within the next 12 months.


ROCHELLE TESORIERO: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Rochelle Tesoriero
        dba Discount Bird and Pet Supply  
        22525 Sherman Way #1402
        West Hills, California 91307

Bankruptcy Case No.: 06-10552

Chapter 11 Petition Date: April 18, 2006

Court: Central District Of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: Lewis R. Landau, Esq.
                  23564 Calabasas Road, Suite 104
                  Calabasas, California 91302
                  Tel: (888) 822-4340

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 5 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
John R. Fuchs                    Attorney's Fees       $494,258
Fuchs & Associates
12100 Wilshire Boulevard
Suite M-50
Los Angeles, CA 90025

Leone J. Tesoriero               Purchase Agreement    $100,000
4818 Hermano Drive
Tarzana, CA 91356

Internal Revenue Service         Taxes                  $34,000
Insolvency I Stop 5022
300 North Los Angeles Street
Room 4062
Los Angeles, CA 90012-9903

James R. Eliaser                 Cost Award              $5,000

Citibank Credit                  Credit Card             $4,000


RUSSELL CORP: Inks Merger Agreement with Berkshire Hathaway
-----------------------------------------------------------
Berkshire Hathaway Inc. (NYSE: BRK.A and BRK.B) executed a
definitive Merger Agreement to acquire Russell Corporation (NYSE:
RML).

Under the terms of the Merger Agreement, Russell Corporation
stockholders will receive $18 per share in cash in the merger.  
The acquisition, which is subject to stockholder and regulatory
approvals, is expected to close in the third quarter of 2006.

Jack Ward, Russell's chairman and chief executive officer, said
the Merger Agreement places Russell in a stronger financial
position.  

"Russell will be better positioned against our worldwide
competitors in all three segments of our business and that
includes apparel, sports equipment and athletic shoes.  We also
owe our gratitude to the thousands of people who have played roles
in the development of this organization from a small Alabama
apparel operation founded in 1902 to a major player in the global
sporting goods marketplace of today."

                     About Berkshire Hathaway

Berkshire Hathaway -- http://www.berkshirehathaway.com/-- and its  
subsidiaries engage in a number of diverse business activities
among which the most important is the property and casualty
insurance business conducted on both a direct and reinsurance
basis.

                    About Russell Corporation

Russell Corporation -- http://www.russellcorp.com/-- makes and   
distributes branded athletic and sporting goods company marketing
athletic apparel, uniforms, footwear and equipment for a wide
variety of sports, outdoor and fitness activities.  The Company's
major brands included in the Sporting Goods Segment are: Russell
Athletic(R), Spalding(R), Brooks(R), Huffy Sports(R), Bike(R),
Moving Comfort(R), AAI(R) and Mossy Oak(R).  The predominant brand
in the Activewear segment is JERZEES(R).  The Company's common
stock is listed on the New York Stock Exchange under the symbol
RML.  

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 28, 2005,
Moody's Investors Service downgraded Russell Corp.'s corporate
family rating to B1 from Ba3, senior secured debt rating to Ba3
from Ba2, and senior unsecured debt rating to B2 from B1.  Moody's
says the outlook is stable.


SAINT VINCENTS: Taps Novare as Preference and Claims Administrator
------------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York for permission to employ Novare, Inc., as
their preference and claims administrator, nunc pro tunc to
February 17, 2006.

The Debtors want Novare to:

   * assist in the collection of preferential transfers pursuant
     to Sections 547 and 550 of the Bankruptcy Code; and

   * review and reconcile claims filed against them in their
     Chapter 11 cases.

The Debtors believe that hiring Novare to assist in the analysis
and pursuit of Avoidable Transfers and the reconciliation of
claims will be more efficient and cost effective than their own
undertaking of these efforts.

In connection with the Avoidable Transfers, Novare will:

   (a) perform and provide detailed analyses;

   (b) establish and staff a dedicated preference hotline to
       answer questions from transferees;

   (c) maintain files and detailed logs recording all oral and
       written communications with the transferees;

   (d) prepare and send demand letters and make follow up phone
       calls;

   (e) review asserted defenses and correspondence;

   (f) negotiate settlements;

   (g) prepare settlement agreements, if necessary;

   (h) receive and process payments; and

   (i) prepare weekly status reports of all open and settled
       matters.

In connection with the claims reconciliation, Novare will:

   (a) audit proofs of claims and filed schedules;

   (b) review supporting documentation;

   (c) analyze and compare claims to scheduled liabilities and
       the Debtors' books and records;

   (d) establish and staff a dedicated claims telephone line;

   (e) prepare amendments to the Schedules, if necessary, after
       consultation with the Debtors and their other
       professionals;

   (f) coordinate with and provide support to the Debtors'
       counsel regarding omnibus objections;

   (g) establish and maintain files regarding negotiations,
       settlements and communications with claimants;

   (h) negotiate resolution of claims, when appropriate, with
       claimants;

   (i) prepare reports on open and settled matters; and

   (j) maintain constant communication with the Debtors' claims
       agent, Bankruptcy Services, LLC, to ensure their claims
       database reflects Court orders, withdrawals, etc.

The Debtors will pay Novare a $125 hourly rate for Avoidance and
Claims Work.  The Debtors will also reimburse Novare for all
reasonable expenses incurred in connection with the Avoidance
Work and the Claims Work, excluding travel related expenses, if
any.

Upon termination of its engagement, Novare intends to provide the
Debtors with all of its work-product in connection with the
engagement.  However, to the extent the Debtors require Novare to
incur costs, the Debtors agree to reimburse Novare for their
actual and reasonable costs not to exceed $5,000.

In the event that there are insufficient funds to pay Novare's
fees and expenses, the Debtors agree that the firm will have an
administrative priority claim against them pursuant to Section
503(b) of the Bankruptcy Code.

Jack B. Fisherman, president of Novare, discloses that firm is
related to the Debtors' claims agent, Bankruptcy Services, LLC,
in that both companies are owned by the same parent company, EPIQ
Systems, Inc.

The Debtors have been advised that Novare and BSI are distinct
legal entities, with separate offices and staff.  Because the
companies' relationship with EPIQ, they both participate in
EPIQ's consolidated cash management system.  Accordingly, each of
Novare and BSI maintain their own, separate lockbox bank account
into which their receivables are deposited, Mr. Fisherman notes.

Mr. Fisherman relates that neither Novare nor BSI will benefit
from the other's representation of the Debtors, nor share fees
incurred in their own representations of the Debtors, other than
the extent to which EPIQ and its shareholders may indirectly
benefit.  

Novare and BSI will work to ensure that their roles are
circumscribed to the greatest extent possible to prevent
unnecessary and inefficient duplication of services, Mr.
Fisherman tells Judge Hardin.

Mr. Fisherman assures the Court that Novare and its employees do
not represent or hold any interest adverse to the Debtors or
their estates with respect to the matters as to which it is to be
employed.  Novare is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the   
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENTS: Extends United Healthcare MOA to April 30, 2008
---------------------------------------------------------------
A Memorandum of Agreement dated Jan. 14, 2004, between Saint
Vincent Catholic Medical Centers and the 1199SEIU United
Healthcare Workers East governed the relationship between SVCMC
and its employees who are located at Bayley Seton Hospital in
Staten Island and Saint Vincent's Hospital Staten Island for the
period Jan. 1, 2004, through April 30, 2005.  The Employees are
represented by 1199.

By the terms of the 2004 MOA, SVCMC was a contributing employer
to a jointly administered multi-employer labor/management trust
funds to the Employees.

As of the Petition Date, SVCMC owed unpaid contributions to the
Funds, Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in
Boston, Massachusetts, tells the U.S. Bankruptcy Court for the
Southern District of New York that each of the Funds required
SVCMC's monthly contributions based on a percentage of the payroll
of the Employees.

After extensive negotiations, the Debtors have determined to renew
and extend their relationship with the Employees pursuant to a new
Memorandum of Agreement dated March 29, 2006.  The MOA will be
effective retroactive to May 1, 2005, and will continue in full
force and effect through April 30, 2008.

The salient terms of the MOA are:

   Salary:        * Effective retroactive to Nov. 1, 2005,
                    each Physician Assistant on payroll on that
                    day and covered by the MOA will receive an
                    increase in his/her base weekly rate of 3% of
                    his/her October 31, 2005, base weekly rate.

                  * Effective retroactive to Aug. 1, 2005, all
                    professionals other than PAs on payroll on
                    that day and covered by the MOA will receive
                    an increase in their base weekly rates of 3%
                    of their base weekly rate.

                  * Effective June 1, 2006, all professionals
                    covered by the MOA will receive an increase
                    in their base weekly rate of 3% of their
                    May 31, 2006, base weekly rate.

                  * Effective July 1, 2007, all professionals
                    covered by the MOA will receive an increase
                    in their base weekly rate of 3% of their
                    June 30, 2007 base weekly rate.

   National       The Jan. 1, 2005, contribution rate for the
   Benefit Fund:  National Benefit Fund will be increased from
                  19.6% to 20.85%.

   Protected      Effective May 1, 2005, the hiring date by which
   Status:        employees would have to be employed to be
                  subject to layoff, except if the hospital is in
                  jeopardy of closing, was moved to Jan. 1,
                  2000.

   Contribution   The contribution rates to the various Multi-
   Rates:         employer Funds to which SVCMC is a contributing
                  employer are subject to potential contribution
                  rate increases during the term of the MOA,
                  provided that the President of the League of
                  Voluntary Hospitals and the President of 1199
                  agree that the contributions are needed and are
                  necessary.

   Quality of     SVCMC also agrees to implement any non-
   Work Changes:  economic, work rule changes agreed to by 1199
                  and the League in the continuing Quality of
                  Work discussions, concerning mandatory
                  overtime, the application of grouping,
                  limitations on the use of part-time employees,
                  and the hiring of new employees from the
                  Employment Center.  These changes would not
                  increase the cost of labor.

   Training:      SVCMC will continue to contribute to the
                  League/1199 Training and Upgrading Fund for
                  current and future employees, including PAs.
                  In accordance with the 2004 MOA, current and
                  future PAs will continue to be eligible for six
                  conference days with pay for the purposes of
                  maintaining their certification and
                  professional conferences.

                  Retroactive to Jan. 1, 2006, SVCMC will
                  reimburse PAs hired on April 30, 2005, for up
                  to an additional $500 per calendar year, pro-
                  rated for part-timers, for attendance at CME
                  conferences subject to certain approvals.

                  Employees hired on April 30, 2005, will first
                  seek reimbursement from the TUF for their CME
                  expenses prior to applying to SVCMC for the
                  payment of these expenses, pursuant to, where
                  applicable, their $500 or $750 expense
                  allowance.  PAs hired after May 1, 2005, in
                  addition to being eligible for CME benefits
                  under the TUF and paid conference days, will be
                  covered under the terms and conditions detailed
                  in the CBA; and

   Malpractice    SVCMC will continue its current practice of
   Insurance:     providing malpractice insurance for the PAs
                  while they are actively working for SVCMC.

Accordingly, the Debtors ask the Court to approve their MOA with
1199SEIU United Healthcare Workers East.

The MOA or the Debtors' request will not be construed as an
assumption of the 2004 MOA pursuant to Section 365(a) or 1113(a)
of the Bankruptcy Code.

Mr. Troop adds that the Unpaid Contributions and any and all
other obligations under the MOA that would become due and payable
prepetition had it actually been entered into on May 1, 2005, but
were not paid prior to the Petition Date, will remain prepetition
claims in the Debtors' bankruptcy cases.  

The MOA will not be considered a postpetition agreement by SVCMC
to pay the Prepetition Obligations other than as may be provided
in a confirmed plan of reorganization.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the   
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENTS: Proposes Modified Labor Agreement With Nurses
-------------------------------------------------------------
For the period Feb. 16, 2002, through Feb. 15, 2005, a collective
bargaining agreement between Saint Vincent Catholic Medical
Centers and the New York State Nurses Association governed the
relationship between SVCMC and its registered nurses who are
located at St. Vincent's Hospital in Manhattan represented by the
NYSNA.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in Boston,
Massachusetts, relates that after collective bargaining
negotiations with NYSNA, SVCMC has decided to renew and extend its
relationship with the Employees pursuant to a Memorandum o
Agreement executed on Jan. 6, 2006.

As a result of subsequent discussions, the parties amended the MOA
on March 9, 2006.  The Amended MOA will be effective retroactive
to Feb. 16, 2005, and will continue in full force and effect
through Feb. 15, 2008.

The modified terms of the Amended MOA include:

   Salary:        * Upon approval from the U.S. Bankruptcy Court
                    for the Southern District of New York, all
                    titles will receive an increase in base
                    compensation of 1% retroactive to the employee
                    ratification date of Jan. 17, 2006.

                  * Effective Sept. 15, 2006, all titles will
                    receive an increase in base compensation of
                    2%.

                  * Effective Feb. 15, 2007, all titles will
                    receive an increase in base compensation of
                    3%.

   Staffing:      The MOA confirms improved staffing guidelines
                  and mediation and other procedures in the event
                  of a disagreement over staffing.

   Seniority:     The MOA clarifies previous CBA language
                  regarding the functionality of the seniority
                  system and establishes an improved process for
                  disputes.

   Floating:      The MOA improves upon CBA language by
                  establishing guidelines for floating nurses and
                  establishes, effective Jan. 1, 2007, a float
                  maximum of 12 occurrences per nurse per year.

   Overtime:      Prior to assigning overtime, SVCMC must seek
                  qualified employees from the float pool, nurses
                  from a placement agency, volunteers within SVM
                  and from an established volunteer overtime list
                  of full-time, part-time, and per diem
                  employees.

                  If no qualified Employee is available, then
                  overtime will be assigned to the Employee at
                  the top of the unit's overtime list which will
                  have been established in inverse order of
                  seniority.

   Holidays:      The MOA clarifies that the law of the State of
                  New York will determine the day on which each
                  legal holiday falls, but that New Year's Day,
                  Independence Day, and Christmas Day will be
                  considered premium pay holidays on the day of
                  the week that the holiday actually falls for
                  those Employees who work on those days.

   Sick Leave:    Effective Feb. 1, 2007, all Employees will
                  be paid their regular rate of pay for all of
                  their accrued but unused sick days during the
                  prior 12-month period at the rate of one paid
                  day for every two unused sick days.  Employees
                  have the option of banking all or some of their
                  accrued, unused sick days, up to a maximum
                  number of days they can contractually accrue.

   Bereavement    An Employee with 30 days of employed service
   Leave:         may be paid regular pay for three working day's
                  absence in the event of the death of a
                  significant other.

   NYSNA          SVCMC will contribute to the Benefit Fund for
   Benefit        Plan 971A, for each regular full-time and
   Fund:          regular part-time Employee continuously
                  employed in any bargaining unit positions on or
                  prior to June 4, 1981, amounts effective for
                  the period:

                     Period                             Amount
                     ------                             ------
                     07/05/05 through 02/15/06         $10,085
                     02/16/06 through 02/15/07          11,140     
                     02/16/07 through 02/15/08          12,570

   Retiree        SVCMC currently provides cash reimbursements of
   Health         up to $2,500 per annum for the purchase of
   Benefits:      health insurance coverage by a Registered Nurse
                  who Retires from SVM subsequent to December 31,
                  2004, and who was continuously employed as a
                  Registered Nurse at SVM for at least 20 years
                  and who has attained age 60 at the time of
                  retirement.

                  Effective December 1, 2007, the potential cash
                  reimbursement available will be increased to
                  $3,000 per annum.

Accordingly, the Debtors ask the Court to approve their Amended
MOA with the NYSNA.

The parties agree that the MOA or the Debtors' request will not
be construed as an assumption of the CBA pursuant to Section
365(a) or 1113(a) of the Bankruptcy Code.  Any and all other
obligations under the MOA that would become due and payable
prepetition had the MOA actually been entered into on
Feb. 16, 2005, but were not paid prior to the Petition Date,
will remain prepetition claims in the Debtors' bankruptcy cases.

Mr. Troop notes that the MOA is not, and thus will not be
considered, a postpetition agreement by SVCMC to pay the
Prepetition Obligations other than as may be provided in a
confirmed plan of reorganization.

Mr. Troop contends that absent approval of the MOA, the CBA will
have expired on Feb. 15, 2005, and the Debtors will be at
risk of work stoppages by the Employees that may severely disrupt
their ability to provide patient care at Saint Vincent Manhattan.

The MOA will preserve and protect the value of the assets of the
Debtors' estates and enable them to maximize the return to
creditors, as well as continue their mission of providing high
quality patient care, Mr. Troop says.

Pursuant to the CBA, additional compensation will be received by
the Employees above their base rates for continuous service.  The
additional compensation is calculated pursuant to an "experience
differential" scale.  Mr. Troop notes that the MOA freezes
movement up the Experience Differential effective April 1, 2006,
to March 31, 2007, providing the Debtors with:

   * short-term savings of $1,000 per eligible Employee; and

   * benefit of the time value of their money.

Mr. Troop adds that the MOA provides opportunity for the Debtors
to retain and recruit new Registered Nurses -- a benefit of
extreme importance considering the nationwide shortage of nurses.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the   
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SANTO NARDI: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Santo J. Nardi, Jr.
        1080 Prospect Street
        Westfield, New Jersey 07090

Bankruptcy Case No.: 06-13236

Chapter 11 Petition Date: April 18, 2006

Court: District of New Jersey (Newark)

Debtor's Counsel: Bruce W. Radowitz, Esq.
                  LaPenna & Radowitz, P.C.
                  636 Chestnut Street
                  Union, New Jersey 07083
                  Tel: (908) 687-2333
                  Fax: (908) 687-6330

Total Assets:   $739,200

Total Debts:  $1,742,244

Debtor's 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Debra Jorgensen                  Debt                 $1,200,000
1953 Westfield Avenue
Scotch Plains, NJ 07076

Charles B. Turner, Esq.          Debt                   $22,600
76 South Orange Avenue
South Orange, NJ 07079

Allen J. Barkin, Esq.            Debt                    $9,690
P.O. Box 1339
Union, NJ 07083

Wachovia Bank                    Loan                    $7,620

PSE&G                            Debt                      $860

America Honda Finance Corp.      Vehicle                   $509

Cablevision                      Debt                      $420

Elizabethtown Water              Utility                   $350

Sprint                           Debt                      $320

Elizabethtown Gas                Utility                   $210

RND Disposal Inc.                Debt                      $165


SCOTT BOWMAN: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Scott J. Bowman
        Diane M. Bowman
        3104 Abraham Drive
        Cedar Falls, Iowa 50613

Bankruptcy Case No.: 06-00328

Chapter 11 Petition Date: April 17, 2006

Court: Northern District of Iowa (Waterloo)

Debtor's Counsel: John M. Titler, Esq.
                  320 Eighth Avenue Southeast
                  P.O. Box 1168
                  Cedar Rapids, Iowa 52406-1168
                  Tel: (319) 363-5563
                  Fax: (319) 363-5678

Total Assets: $1,140,480

Total Debts:  $1,520,260

Debtor's 5 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
State of California                                    $711,019
Franchise Tax Board
P.O. Box 1237
Rancho Cordova, CA 95741-1237

Internal Revenue Service         Taxes                 $543,537
Kansas City, MO 64999

Iowa Department of Revenue       Taxes                 $280,000
P.O. Box 10457
Des Moines, IA 50306-0457

Veridian Credit Union            Credit Card             $4,559
Visa Gold

Veridian Credit Union            Credit Card             $1,145
Visa Classic


SIDETUR FINANCE: Fitch Rates Proposed $100 Million Notes at B+
--------------------------------------------------------------
Fitch Ratings assigned a 'B+' foreign currency rating to the
proposed US$100 million 10-year unsecured notes to be issued by
Sidetur Finance B.V., a wholly-owned subsidiary of Siderurgica
del Turbio, S.A.  

The notes are unconditionally and irrevocably guaranteed by
Sidetur and will amortize at a rate of US$5 million per year until
2016 with a final payment of US$60 million.  The proceeds of the
issuance are expected to be used to refinance Sidetur's bank debt.

In conjunction with this issue rating, Fitch assigned to Sidetur a
long-term local currency rating of 'B+' and a long-term foreign
currency rating of 'B+', as well as a national scale rating of 'A-
(ven)'.  The Rating Outlook for the international scale corporate
ratings is Stable.

Sidetur's ratings reflect the company's solid competitive position
as:

   * the leading producer in Venezuela of steel angles and light
     beams;

   * the leading producer of flats, merchant bars and special
     quality steel products; and

   * one of the two dominant manufacturers of rebars.

Sidetur enjoys a market share of about 40% and benefits from its
access to raw materials such as steel scrap and hot briquetted
iron and from its relationships with large steel distributors,
wholesalers and retailers in Venezuela.  

Sidetur also has an improving credit profile due to increased
operating earnings and the proposed note issuance that aims to
extend the company's debt maturity profile and increase its
financial flexibility for capital investments.

Sidetur and its one main competitor provide most of the long steel
products consumed in Venezuela.  The local installed capacity and
the relatively small size of the market of just 4.9 million tons
of crude steel production in 2005 makes it uneconomical to import
and transport steel into Venezuela.  

Sidetur also benefits from significant barriers to entry in the
industry due to the capital-intensive nature of steel producing
and the limited access to large distributors and retailers.  

The demand for long steel products by the construction industry
has grown substantially and is expected to remain strong as
Venezuela continues to experience low interest rates and high
liquidity.  Public spending has been increasing due to income
generated from high oil prices.  Venezuelan GDP grew by about 10%
in 2005 and GDP in the construction sector grew 18% in 2005.

In 2005 (fiscal year ending Sep. 30, 2005, excluding results of
its Vicson subsidiary), Sidetur generated operating EBITDA of
US$82 million and had total debt of US$176 million, resulting in a
total debt to operating EBITDA ratio of 2.2x and interest coverage
of about 9.6x.  Operating EBITDA for the most recent quarter was
US$26 million and annual operating EBITDA has more than doubled
since 2003.

After making scheduled debt payments, Sidetur had total debt at
Dec. 31, 2005, of about US$153 million, almost all of which is
restructured U.S. dollar-secured bank loans due in 2009.  

Sidetur also holds cash of US$33 million and a 1.69% stake in
Ternium, the newly established holding company for the steel
assets of Grupo Techint, which has an estimated market value of
about US$95 million.  

Sidetur's operating EBITDA in 2006 is expected to be greater than
in 2005 at about US$90 million.  Sidetur paid down approximately
US$21 million of debt in February 2006, the that total debt at
year-end 2006 is expected to decrease to US$125 million, resulting
in a total debt to operating EBITDA ratio of 1.4x.  Sidetur's
financial profile is strong for the 'B+' rating category.

Sidetur's ratings are constrained by the past performance of its
parent company Siderurgica Venezolana S.A. (Sivensa).  Sidetur was
called upon to financially support Sivensa during the last five
years as it underwent several different restructuring processes.

For example, in May 2002, Sidetur became a co-borrower for Sivensa
and assumed US$188 of Sivensa's debt in October 2003 in exchange
for approximately US$15 million in assets and a Bolivar-
denominated non-interest bearing account receivable from Sivensa
for US$173 million.

In addition, Sidetur's long-term ratings reflect certain sovereign
risks and the associated limitations resulting from governmental
policies and regulations that affect the performance of private
sector companies such as Sidetur.  

These policies include price controls and a foreign currency
exchange regime that has been in place since February 2003, as
well as other constraints.  

Sidetur is also exposed to the fluctuations of Venezuelan economic
activity, the construction sector in particular, and to the
cyclicality of global steel prices.

Sidetur is located in Venezuela and manufactures semi-finished and
finished steel products including billets, reinforcing and
merchant bars, angles, beams, and specialty steel.

The company's main production facilities consist of:

   * two melt shops with a capacity of 835,000 tons of crude
     steel;

   * four rolling mills with a capacity of 635,000 of long
     finished products; and

   * a plant with a capacity of 67,000 tons of welded and drawn
     products.

The melt shops are mini-mills that use electric arc furnaces to
melt scrap metal and HBI, a scrap substitute.  Sidetur is the
largest scrap buyer in Venezuela and owns 13 scrap yards.  Sidetur
also owns 50% of Vicson, a manufacturer of steel wire products.  
In 2005, Sidetur produced 595,000 tons of crude steel and 413,000
of finished products.  Sales volumes consisted of 602,000 tons and
generated US$341 million in revenues, 28% of which was from
exports.  Finished steel products accounted for about 80% of total
revenues and semi-finished billet products accounted for 20%.
Sidetur is 100% owned by the corporation Sivensa, a Venezuelan
industrial conglomerate with revenues of US$880 million in 2005.


SOLSTICE ABS: Credit Quality Decline Cues Moody's Ratings Review
----------------------------------------------------------------
Moody's Investors Service placed on watch for possible downgrade
the ratings on these notes issued in 2002 by Solstice ABS CBO II
Ltd., a managed investment grade structured finance collateralized
bond obligation:

   1) The $22,000,000 Class C Mezzanine Floating Rate Notes
      due 2038

      Prior Rating: Baa2
      Current Rating: Baa2, on watch for possible downgrade

   2) The $21,000,000 Preference Shares due 2038

      Prior Rating: Ba3
      Current Rating: Ba3, on watch for possible downgrade

   3) The $7,500,000 Pass-Through Notes Due 2038

      Prior Rating: Baa3
      Current Rating: Baa3, on watch for possible downgrade

The rating actions reflects the deterioration in the credit
quality of the transaction's underlying collateral portfolio,
consisting primarily of structured finance securities and
collateralized debt obligations, as well as the occurrence of
asset defaults and par losses, and the continued failure of
certain collateral and structural tests, according to Moody's.

As reported in the February 2006 trustee report, the weighted
average rating factor of the portfolio was 593, compared to the
trigger level of 500, the overcollateralization ratio for the
Class B and Class C Notes were 101.773% and 96.035% , well below
the transaction's trigger level of 105.50% and 125.00%, Moody's
noted.  

Since the time of the transaction's effective date, the weighted
average rating factor of the portfolio, as reported in the
February 2006 trustee report, increased by more than 200, the
overcollateralization ratio for the Class B and Class C notes
decreased by more than 7.94% and 8.35%, Moody's noted.


SUPERIOR ESSEX: Increases $175 Mil. Credit Facility to $225 Mil.
----------------------------------------------------------------
Superior Essex Inc. (Nasdaq: SPSX) amended and restated its
existing revolving credit facility on April 14, 2006.  This
amendment increased the size of the facility to $225 million from
$175 million and extended the maturity date to April 2011.

The amendment will result in a reduction in the interest margin
charged over short-term index rates.  It will also provide greater
flexibility related to investments, acquisitions, distributions
and capital expenditures.

"Amending our credit facility allows us to increase financial
flexibility while reducing interest charges," said Stephen M.
Carter, chief executive officer.  "It also enables us to
strengthen our liquidity position and our overall capital
structure."

The amended and restated facility was arranged by Bank of America
Securities LLC.

Headquartered in Atlanta, Georgia, Superior Essex Inc. --
http://www.superioressex.com/-- manufactures a broad portfolio of  
wire and cable products with primary applications in the
communications, magnet wire and related distribution markets. It
is a leading manufacturer and supplier of copper and fiber optic
communications wire and cable products to telephone companies,
distributors and system integrators; a leading manufacturer and
supplier of magnet wire and fabricated insulation products to
major original equipment manufacturers for use in motors,
transformers, generators and electrical controls; and a
distributor of magnet wire, insulation, and related products to
smaller OEMs and motor repair facilities.

                          *     *     *

As reported in the Troubled Company Reporter on March 27, 2006,
Standard & Poor's Rating Services revised its outlook on
Atlanta, Georgia-based Superior Essex Inc. to positive from
stable, and affirmed its 'B+' corporate credit rating; 'BB'
secured bank loan rating; and 'B' senior unsecured debt rating.


TRUJILLO CONSTRUCTION: Case Summary & 18 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Trujillo Construction, Inc.
        248 Spirit Lake Road West
        Winter Haven, Florida 33880

Bankruptcy Case No.: 06-00821

Type of Business: The Debtor provides underground utility
                  installation services and specializes in
                  "jack and bore" and tunnel work.
                  See http://trujilloconstruction.com/

Chapter 11 Petition Date: April 14, 2006

Court: Middle District of Florida (Orlando)

Judge: Karen S. Jennemann

Debtor's Counsel: Kevin E. Mangum, Esq.
                  Mangum & Associates, PA
                  5100 Highway 17-92, Suite 200
                  Casselberry, Florida 32707
                  Tel: (407) 478-1555
                  Fax: (407) 478-1552

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   David Chapman Agency                       $420,153
   5700 West Mount Hope Highway
   Lancing, MI 48917

   Valiant Steel & Equipment                  $205,491
   P.O. Box 1027
   Norcross, FA 30091

   Thompson Pump & Manufacturing Co. Inc.      $78,614
   P.O. Box 291370
   Port Orange, FL 32129-1370

   Chase Bank NA                               $64,184
   120 South LaSalle Street
   Chicago, IL 60603

   Mid Florida Federal Credit Union            $57,101
   P.O. Box 8008
   Lakeland, FL 33802-8008

   Navistar Financial Corp.                    $43,141

   Glenn Rasmussen Fogarty & Hooker, PA        $35,738

   Card Member Services                        $22,670

   Capital One, FSB                            $15,747

   Bankcard Services                           $11,662

   Fleetwing Corp.                             $10,754

   Molehead Construction & Boring               $9,800

   Shell Fleet                                  $8,346

   Precision Pipe & Product, Inc.               $7,962

   Adams & Sons Fuel Co.                        $7,345

   United Health Care Insurance                 $7,003

   FCCI Insurance Group                         $6,681

   Rinker Materials                             $5,949


UNITED SURGICAL: Surgis Merger Prompts S&P to Affirm BB- Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Dallas-based United Surgical Partners International Inc.,
including the 'BB-' corporate credit rating, and removed them
from CreditWatch, where they were placed with positive
implications on Oct. 28, 2005.  The outlook is stable.
     
The ratings affirmation follows United Surgical's announcement of
its agreements to acquire Surgis Inc. and multiple facilities
based in the greater St. Louis, Mo., market.
     
"These acquisitions indicate a more aggressive growth strategy and
are more appropriate for the existing rating level," said Standard
& Poor's credit analyst Jesse Juliano.
     
The ratings on United Surgical continue to reflect:

   * the company's narrow operating focus as an owner and operator
     of surgical facilities; and

   * its aggressive growth strategy and third-party reimbursement
     risks.

Attractive industry demand characteristics, disciplined operating
performance, and a diverse payor base partially mitigate these
risks.


US AIRWAYS: Exchanges Common Stock for Unit's 7.5% Senior Notes
---------------------------------------------------------------
US Airways Group, Inc. (NYSE: LCC) completed the redemption of
approximately $112 million in principal amount of America
West Holdings, Inc.'s 7.50% convertible senior notes due 2009.

As previously reported in the Troubled Company Reporter on
March 31, 2006, holders of the notes could elect, on or prior to
April 11, 2006, to convert the notes into shares of US Airways
Group common stock at a rate of 34.376 shares per $1,000 principal
amount rather than receive the cash redemption payment.  

Other than a modest payment for accrued interest and unconverted
notes, the transaction did not result in a cash outlay for the
Company; rather the holders of over 99% of the notes converted
their notes into US Airways common stock, resulting in the
issuance of an aggregate of approximately 3.86 million shares.  
Following the conversion, there were approximately 86 million
primary shares of common stock outstanding.

The notes were originally issued to aircraft lessors in January
2002 as part of America West's restructuring in exchange for rent
reductions.  The reduction of debt will lower interest expense by
$8.4 million annually.

"We continue to build on the momentum of the positive US Airways
story," US Airways Chief Financial Officer Derek Kerr said.  
"Today's transaction helps further our goal to reduce debt and
reaffirms our commitment as a low cost carrier by taking advantage
of opportunities to lower costs wherever possible."

                         About US Airways

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

                          *     *     *

As reported in the Troubled Company Reporter on April 5, 2006,
Moody's Investors Service assigned a B2 rating to the $1.1 billion
secured credit facility of US Airways Group, Inc.  Additionally,
Moody's upgraded selected tranches of certain Enhanced Equipment
Trust Certificates supported by payments from US Airways Inc.,
affirmed the remaining tranches, and withdrew the rating on one US
Airways EETC that was repaid.  Ratings on EETCs supported by
America West Airlines, Inc. were affirmed.  Moody's also assigned
a B3 corporate family rating at the Parent level and withdrew the
corporate family rating previously assigned to America West
Airlines, Inc.  The outlook has been changed to stable.


W. R. MASK: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: W. R. Mask Inc.
        dba Robee's BBQ
        3236 West Manchester Boulevard
        Inglewood, California 90305

Bankruptcy Case No.: 06-11404

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: April 12, 2006

Court: Central District of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Daniel P Hunt, Esq.
                  Diamond, Burt & Akhkashian, LLP
                  3055 Wilshire Boulevard, 12th Floor
                  Los Angeles, California 90010
                  Tel: (213) 384-2220
                  Fax: (213) 384-2296

Estimated Assets: $1 Million to $10 Million

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

Debtor's 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Domestic Uniform Rental          Trade Debt             $50,000
1600 Compton Avenue
Los Angeles, CA 90021

Quentin Elmore                   Personal Loan          $30,000
11803 Casimir Avenue
Hawthorne, CA 90250-1994

Dawn Lewis                       Personal Loan          $20,000
9726 South 6th Avenue
Inglewood, CA 90305

Lyle and Irene Breckridge        Personal Loan          $20,000
3175 Elua Street
Lihue, HI 96766-1203

SYSCO Food Services              Trade Debt             $12,985
Los Angeles Inc.

U.S. Foodservice Inc.            Trade Debt              $9,740

Dennis Fleischer                 Trade Debt              $6,000

Hiriam A. Lerma                  Payroll Debt            $3,500

Buttler Plumbing & Heating       Trade Debt              $2,800

Bimbo Bakeries USA               Trade Debt              $1,985

Ecolab Inc.                      Trade Debt                $500


WILLIAMS COS: Retires $488 Million Secured Floating-Rate Term Loan
------------------------------------------------------------------
The Williams Companies, Inc. (NYSE: WMB) retired early a secured
floating-rate term loan for a total of $488.9 million, including
outstanding principal and accrued interest.

The Williams Production RMT Company's Term Loan agreement, due in
2008, was secured by certain natural gas reserves and other assets
acquired in conjunction with Williams' June 2001 purchase of
Barrett Resources.

The secured debt was retired with a mix of cash and revolving
credit borrowings.  Williams anticipates refinancing a portion of
this issue on a more permanent and unsecured basis later in the
year.

Williams retired this issuance early in advance of replacing its
$1.275 billion secured revolving credit facility.  Williams
anticipates the new facility will be unsecured, after which the
company would have no secured debt other than non-recourse project
debt at its Venezuelan operations.

Headquartered in Tulsa, Oklahoma, The Williams Companies, Inc. --
http://www.williams.com/-- through its subsidiaries, primarily  
finds, produces, gathers, processes and transports natural gas.  
The company also manages a wholesale power business.  Williams'
operations are concentrated in the Pacific Northwest, Rocky
Mountains, Gulf Coast, Southern California and Eastern Seaboard.

                          *     *     *

As reported in the Troubled Company Reporter on April 7, 2006,
Moody's Investors Service placed The Williams Companies, Inc.'s
Ba3 long-term debt ratings under review for possible upgrade.  


WINN-DIXIE: Trade Panel Examines Substantive Consolidation Issues
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Apr. 10, 2006,
Winn-Dixie Stores, Inc., and its debtor-affiliates asked the U.S.
Bankruptcy Court for the Middle District of Florida to further
extend their exclusive periods to:

    (a) propose one or more plans of reorganization to June 29,
        2006; and

    (b) solicit acceptances of those plans to Aug. 29, 2006.

In the interim, the Debtors ask the Court to extend their
Exclusive Plan Proposal Period until the April 20, 2006, omnibus
hearing, or until a final ruling is entered with respect to their
Extension Motion.

                    Support of Two Committees

The Official Committee of Unsecured Creditors and the Ad Hoc
Trade Committee support the Debtors' request.

The current members of the Ad Hoc Trade Committee are:

    -- ASM Capital,
    -- Amroc Investments, LLC,
    -- Avenue Capital Group,
    -- LCH Opportunities, LLC,
    -- DellaCamera Capital Management, LLC,
    -- Contrarian Capital Management, LLC,
    -- Longacre Fund Management, LLC,
    -- ConAgra Foods, Inc.,
    -- Kraft Foods Global, Inc.,
    -- The Procter & Gamble Distributing Co.,
    -- S.C. Johnson & Son, Inc., and
    -- Conopco, Inc.

The total claims held by the members exceed approximately
$45,000,000 and are growing.

                   Trade Committee Investigates
                 Substantive Consolidation Issues

On March 22, 2006, the Trade Committee was reformed and
reactivated to investigate substantive consolidation issues from
the perspective of the Debtors' trade creditors.

Although the Trade Committee has only recently been reactivated,
its counsel (DLA Piper Rudnick Gray Cary US LLP) and financial
advisors (FTI Consulting, Inc.) have already begun the process of
gathering information relevant to the Substantive Consolidation
Issue.

The Trade Committee contends that only a plan, which provides for
substantive consolidation of the Debtors' estates -- or at least
to the extent of equivalent treatment of all unsecured claims of
the Debtors -- is warranted and equitable based on the operating
history of the Debtors.

The Trade Committee firmly believes that the Substantive
Consolidation Issue should be resolved prior to the proposal and
filing of a reorganization plan in order to avoid a disruptive,
disorderly and delayed reorganization process.  For this reason,
the Trade Committee supports the Debtors' request to extend their
exclusive periods.

The Court will convene a hearing on April 20, 2006, to consider
the Debtors' request.  On an interim basis, Judge Funk extends
the Debtors' exclusive plan proposal period to April 20, or until
a final ruling is entered with respect to the Extension Motion.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 36; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: To Sell 35 Additional Stores at May 9 Auction
---------------------------------------------------------
As of April 11, 2006, Winn-Dixie Stores, Inc., and its debtor-
affiliates have sold or rejected more than 326 leases.  The
Debtors have now determined that 35 additional stores should be
closed and the applicable leases either sold or rejected:

                                                  Lease
        Store No.    Location                Expiration Date
        ---------    --------                ---------------
           71      Tifton, Georgia              08/31/2009
          149      Cordele, Georgia             03/06/2011
          185      Jacksonville, Florida        01/03/2009
          192      Cairo, Georgia               04/30/2017
          205      Miami, Florida               07/16/2017
          208      West Palm Beach, Florida     12/09/2007
          211      Plantation, Florida          12/17/2009
          215      N. Miami Beach, Florida      01/15/2009
          217      Pompano Beach, Florida       04/08/2014
          240      Hialeah, Florida             12/14/2014
          301      Ft. Lauderdale, Florida      11/25/2012
          310      Davie, Florida               12/08/2019
          339      Dame, Florida                05/30/2009
          372      Sunrise, Florida             12/05/2009
          409      Opelika, Alabama             02/28/2013
          516      Brent, Alabama               12/05/2012
          602      Bartow, Florida              12/18/2016
          613      Bradenton, Florida           02/21/2019
          643      Tampa, Florida               09/05/2021
          659      Sarasota, Florida            10/13/2019
          695      Palm Harbor, Florida         08/13/2017
          719      Cape Coral, Florida          10/28/2012
          725      Ft. Myers, Florida           07/29/2018
          735      Naples, Florida              05/24/2015
          738      Naples, Florida              04/30/2017
         1571      Ville Platte, Louisiana      10/13/2013
         1579      Plaquemine, Louisiana        10/07/2018
         2254      Kissimmee, Florida           08/13/2017
         2257      Orlando, Florida             10/24/2009
         2298      Melbourne, Florida           08/31/2014
         2324      Cocoa, Florida               12/08/2013
         2330      Merritt Island, Florida      06/25/2017
         2357      Vero Beach, Florida          04/12/2015
         2387      Casselberry, Florida         10/11/2020
         2650      Orlando, Florida             11/30/2013

The Debtors marketed the Additional Stores through The Food
Partners and DJM Asset Management.  These brokers have directly
contacted more than 2,500 potential purchasers, D. J. Baker,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York,
tells the U.S. Bankruptcy Court for the Middle District of
Florida.

The Debtors have received bids from national grocery chains and
smaller grocers, on 15 of the Additional Stores.  The Debtors
continue to solicit bids.  Many of the Enterprise Purchasers bid
on groups of stores and many of these groups overlap.  The
Debtors and their financial advisors have analyzed the bids and
selected eight as stalking horse enterprise bids:

                                                   Base
              Bidder             Store No.   Purchase Price
              ------             ---------   --------------
         Sunrise Properties         205         $261,667
         Sunrise Properties         215          261,667
         Sunrise Properties        2254          261,667
         Diaz                       339          700,000
         Diaz                       372          625,000
         Publix                     643          400,000
         Publix                    2357          400,000
         WS Bravo Supermarket      2257          675,000

The equipment in these Stores will be purchased by the Bidder.

Accordingly, Winn-Dixie Stores, Inc., and its debtor-affiliates
seek authority from the U.S. Bankruptcy Court for the Middle
District of Florida to:

    (a) sell their leasehold interests in 35 additional stores and
        the equipment located in those stories, free and clear of
        claims, liens and interests,

    (b) assume and assign leases in connection with the sales or,
        if no sale is consummated, reject those leases effective
        the later of (i) May 18, 2006, or (ii) the date the
        Debtors vacate and surrender possession of the premises,
        and establish a claims bar date for any rejection damage
        claims at 30 days after the Rejection Date;

    (c) determine any requisite cure for leases being assumed and
        assigned.

Mr. Baker assures Judge Funk that the Debtors will comply with
the Court-approved bidding procedures.

A qualified bidder must execute an asset purchase agreement.  A
full-text copy of the Asset Purchase Agreement Form is available
for free at http://bankrupt.com/misc/wd_35add_stores_APA.pdf

The Debtors will pay at closing any undisputed cure amount due,
which they believe are owed as to each landlord of the Additional
Stores and any other cure required.

Any objection to a proposed cure will be adjudicated by the Court
at a hearing to be scheduled and separately noticed by the
Debtors.  If a landlord fails to timely file and serve an
objection contesting its scheduled cure, it will be deemed to
have consented to the scheduled cure for its lease and will be
barred from asserting a larger claim for the cure.

The Debtors will hold an Auction for the Additional Stores on
May 9, 2006 at 10:00 a.m. E.T.

The Court will convene a hearing to consider approval of the
Successful Bids on May 18, 2006.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 36; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Bids for Pompano Property Must be Received by May 15
----------------------------------------------------------------
Before Winn-Dixie Stores, Inc., and its debtor-affiliates filed
for bankruptcy, they operated a distribution center located in
Pompano Beach, Florida.  Since that time, the Debtors have
determined that their warehouse operations should be consolidated
at their center located in Miami, Florida.  Thus, the Debtors no
longer need the Pompano Beach Distribution Center, D. J. Baker,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York,
says.

The Debtors have marketed the Distribution Center through DJM
Asset Management, Inc.  The Debtors have received seven offers,
including an offer by Associated Grocers of Florida, Inc., for
$39,300,000, which is the highest or best offer for the
Distribution Center.

Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to:

    (a) sell the Distribution Center together with all attached
        improvements, to Associated Grocers or to the party
        submitting a higher or better offer, free and clear of
        liens, claims and interests; and

    (b) take all actions reasonably necessary to effectuate the
        sale of the Assets in accordance with a Facility
        Agreement.

                   Facility Purchase Agreement

On April 6, 2006, the Debtors and Associated Grocers entered into
a Facility Purchase Agreement.  Pursuant to the Facility Purchase
Agreement, Associated Grocers deposited $1,000,000.  Associated
Grocers had until April 16, 2006, to investigate and inspect the
physical aspects of the Property.  It is required to deposit an
additional $6,600,000 after the completion of the Investigation
Period.

Parties interested in bidding for the Distribution Center must
submit a bid that's at least $500,000 more than Associated
Grocers' initial bid.

The Debtors have agreed to pay Associated Grocers a termination
fee of up to $150,000 for its actual and reasonable costs and
expenses incurred in the event Associated Grocers is not the
successful bidder at the Auction.

              Solicitation of Higher or Better Offers

Any person or entity interested in submitting a higher and better
bid for the Assets must submit its bid no later than 12:00 p.m.
Prevailing Eastern Time on May 15, 2006, to:

      James Avallone at DJM
      445 Broadhollow Road, Suite 417
      Melville, NY 11747

All bids must comply with the Court-approved bidding procedures.

If the Debtors receive a higher or better offer for the Assets,
they will conduct an auction, which will take place at 10:00 a.m.
Prevailing Eastern Time on Wednesday, May 17, 2006.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 36; Bankruptcy Creditors' Service, Inc., 215/945-7000).


XM SATELLITE: Plans to Cut Interest Expense Through Refinancing
---------------------------------------------------------------
XM Satellite Radio Inc., a wholly owned subsidiary of XM Satellite
Radio Holdings Inc. (Nasdaq: XMSR) reported refinancing
transactions pursuant to which XM intends to:

     * replace higher interest rate debt with new lower interest
       rate debt, and

     * establish a revolving credit facility with a group of banks
       and other financial institutions.

These transactions are expected to:

     * lower XM's ongoing interest expense,

     * extend the maturity dates of the company's debt portfolio,
       and

     * provide lower cost standby liquidity through the bank
       revolver.

                      Senior Notes Offering

XM has launched a cash tender offer and consent solicitation for
any and all of its:

     * 14% Senior Secured Discount Notes due 2009,
     * 12% Senior Secured Notes due 2010 and
     * Senior Secured Floating Rate Notes due 2009.

The principal purpose of the offer and consent solicitation is to
acquire all outstanding Old Notes and eliminate substantially all
of the restrictive covenants in the indentures relating to the Old
Notes.

In connection with this Tender Offer, XM expects to complete a
private placement in which it issues new unsecured floating rate
and fixed rate senior notes in an amount expected to be sufficient
to repurchase the Old Notes tendered and accepted for payment
pursuant to the Tender Offer, and redeem the 14% Notes and
Floating Rate Notes not purchased in the Tender Offer.

XM has received or expects to receive commitments from a group of
banks and financial institutions, and anticipates establishing
a secured revolving credit facility to provide approximately
$230 million of incremental liquidity following the closing of the
refinancing transactions.

The Tender Offer is scheduled to expire at 12:00 midnight EDT, on
Wednesday, May 10, 2006, unless extended or earlier terminated.  
The consent solicitation will expire at 5:00 p.m. EDT, on
Wednesday, April 26, 2006.  

Holders tendering their Notes will be required to consent to
certain proposed amendments to the indentures governing the Old
Notes, which will eliminate substantially all of the restrictive
covenants with respect to such Old Notes.  Holders may not tender
their Old Notes without delivering consents or deliver consents
without tendering their Old Notes.

Holders of the Old Notes who tender their Old Notes and deliver
consents on or prior to the Consent Date will receive $1,073.75,
$1,126.86 and $1,002.50, respectively, per $1,000 principal amount
of 14% Notes, 12% Notes and Floating Rate Notes validly tendered.  

The total consideration includes a consent payment of $3.75,
$10.00 and $2.50, per $1,000 principal of 14% Notes, 12% Notes and
Floating Rate Notes validly tendered.  

Holders who tender their Notes after the Consent Date but prior to
the Expiration Date will not be entitled to receive the consent
payment and will receive $1,070.00, $1,116.86 and $1,000.00,
respectively, per $1,000 principal amount of 14% Notes, 12% Notes
and Floating Rate Notes validly tendered.  

In each case, holders who validly tender their Old Notes shall
receive accrued and unpaid interest on such principal amount of
Old Notes up to, but not including, the applicable payment date.  
Subject to satisfaction of certain conditions, XM currently
expects the Initial Settlement Date to be Monday, May 1, 2006.

The Tender Offer with respect to each series of Old Notes is
subject to the satisfaction of certain conditions, including the
Company's receipt of valid tenders from holders of a majority of
the outstanding principal amount of that series of Old Notes and
debt financing sufficient to consummate the Tender Offer on terms
acceptable to the Company.  

The Tender Offer with respect to each series of Old Notes is not
conditioned on the success of the Tender Offer with respect to any
other series of Old Notes.

The complete terms and conditions of the Tender Offer are
described in the Company's Offer to Purchase and Consent
Solicitation Statement dated April 12, 2006, copies of which may
be obtained by contacting the information agent:

     D.F. King & Co., Inc.
     Telephone (800) 859-8508 or (212) 269-5550

Questions regarding the Tender Offer may be directed to the dealer
managers in connection with the Tender Offer:

     UBS Securities LLC
     Liability Management Group
     Telephone (888) 722-9555 x4210 (toll-free)

                  or

     J.P. Morgan Securities Inc.
     Telephone (212) 270-9769 (collect)

The Offer is made solely by the Offer Statement.  

                  About XM Satellite Radio Inc.

Headquartered in Washington, D.C., XM Satellite Radio Inc. --
http://www.xmradio.com/-- was incorporated in 1992 and is a  
wholly owned subsidiary of XM Satellite Radio Holdings Inc.  XM is
publicly traded on the NASDAQ exchange since Oct. 5, 1999.  XM's
founding was prompted by the radio industry's first major
technological change since the popularization of FM radio in the
1970s: the creation of a third broadcast medium, transmitted by
satellite, now taking its place alongside AM and FM on the radio
dial.  One of only two companies with a license for this new
national audio service, XM has assembled a "dream team" of
creative radio professionals and a management team committed to
leading the world into the next generation of radio.  XM's 2006
lineup includes more than 170 digital channels of choice from
coast to coast: the most commercial-free music channels, plus
premier sports, talk, comedy, children's and entertainment
programming; and 21 channels of the most advanced traffic and
weather information.  XM has broadcast facilities in New York and
Nashville, and additional offices in Boca Raton, Florida;
Southfield, Michigan; and Yokohama, Japan.

At Dec. 31, 2005, XM Satellite Radio Inc.'s balance sheet showed a
stockholders' deficit of $362,713,000, compared to $43,582,000
positive equity at Dec. 31, 2004.


XM SATELLITE: Moody's Junks Rating on $600 Mil. Fixed Rate Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to XM Satellite
Radio Inc.'s proposed $250 million senior secured revolving credit
facility due 2009, and Caa2 ratings to XM's proposed $800 million
of senior unsecured notes.  

Additionally, Moody's affirmed the existing ratings, including the
Caa1 corporate family rating and changed the outlook to stable.  

The proceeds from the transaction will be used to retire
outstanding debt at the operating company and Series B preferred
stock at the holding company level, as well as retire its
obligation to General Motors, and incentivize the conversion of
the outstanding 10% convertibles in 2Q'06.

Moody's assigned these ratings:

   XM Satellite Radio Inc:

      * $250 Million Sr. Secured Revolving Credit Facility Due
        2009 -- B3

      * $600 Million Sr. Unsecured Fixed Rate Notes -- Caa2

      * $200 Million Sr. Unsecured Floating Rate Notes -- Caa2

Moody's affirmed these ratings:

   XM Satellite Radio Inc:

      * Senior Secured Notes - Caa1

   XM Satellite Radio Holdings Inc:

      * Convertible Senior Notes -- Caa3

      * Corporate Family Rating -- Caal

The ratings outlook is now stable.

Moody's intends to withdraw the Caa1 ratings on the XM Satellite
Radio Inc.'s senior secured notes upon closing of the transaction.

The change in outlook to stable reflects XM's continued delay in
generating positive EBITDA.  Further, the stable outlook
incorporates our concerns that pressures from its main competitor,
SIRIUS Satellite Radio, may motivate XM to maintain or increase
its current rate of customer acquisition and marketing spending.  

The ratings reflect XM's continued significant cash burn balanced
by the company's meaningful subscriber base, the leading share of
the auto distribution channel, new auto distribution contracts
offering more attractive customer economics and shortened payback
periods, established after-market relationships with retailers,
viable portable product offerings, and our expectation that
sizeable programming and content expenditures have been largely
completed.

The B3 rating on the $250 million revolving credit facility
reflects their first priority interest in substantially all of the
assets.  The Caa2 rating on the company's senior unsecured notes
reflects their effective subordination to outstandings under the
credit facilities.

XM Satellite Radio Holdings Inc., headquartered in Washington,
D.C., provides satellite radio service to more than 6 million
subscribers.


XYBERNAUT: Agrees to Set Up Escrow Account for Unsec. Creditors
---------------------------------------------------------------
Xybernaut Corporation and its affiliate, Xybernaut Solutions,
Inc., ask U.S. Bankruptcy Court for the Eastern District of
Virginia to approve their stipulation with the Official Committee
of Equity Security Holders and the Official Committee of Unsecured
Creditors.

Pursuant to the Stipulation, a segregated escrow account will be
set up for the benefit of the general unsecured creditors.  Once
the Debtors get their $1.9 million additional funding from East
River Capital LLC, they will place $200,000 into the GUC Escrow
Account.  

If they close on any sale of their assets, the Debtors will place
an additional $1.8 million to the GUC Escrow Account after paying
off East River Capital and holders of administrative and priority
claims.

The professionals of the Creditors' Committee can charge up to
$500,000 of fees and expenses against the GUC Escrow Account.

The Debtors are expected to engage an investment banker acceptable
to the Creditors' Committee.  The Creditors' Committee will also
receive weekly sale reports from the Debtors.

The parties signed the stipulation after the Debtors inked a
settlement agreement with LC Capital Master Fund, Ltd., the
Official Committee of Equity Security Holders and the Official
Committee of Unsecured Creditors.

The Settlement Agreement resolves disputes over LC Fund's alleged
breached of its obligations under the LC Fund DIP Credit Facility.  
The dispute arose after LC Capital failed to provide funding in
January and February.  The Debtors already borrowed $1.9 million
under the LC Fund DIP Credit Facility.

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on
July 25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).
John H. Maddock III, Esq., at McGuireWoods LLP, represents the
Debtors in their chapter 11 proceedings.  Paul M. Sweeney, Esq.,
at Linowes & Blocher LLP , represents the  Official Committee of
Unsecured Creditors.  Craig Benson Young, Esq., at Connolly Bove
Lodge & Hutz, represents the Official Committee of Equity Security
Holders.  When the Debtors filed for protection from their
creditors, they listed $40 million in total assets and
$3.2 million in total debts.


* Cohen & Grigsby Engages Michael Winterhalter as Director
----------------------------------------------------------
Cohen & Grigsby, P.C., reported that Lindsay A. Oliver, Leigh A.
Poltrock and Michael D. Winterhalter have recently joined the
firm.

                         Lindsay Oliver

Lindsay A. Oliver joins the firm as an Associate in the Business
Group, where she concentrates her practice on general corporate
matters.  She is a recent graduate of the University of Pittsburgh
School of Law and was a summer associate at American Eagle
Outfitters, Inc.  

Ms. Oliver earned her J.D./M.B.A., (magna cum laude; Assistant
Note Editor and Associate Editor, Pittsburgh Tax Review; CALI
Award - Corporate Taxation and Securities Regulation; University
of Pittsburgh School of Law Merit Scholarship Award; Katz Graduate
School of Business Merit Scholarship; Beta Gamma Sigma MBA Scholar
of the Year Award) from the University of Pittsburgh School of Law
in 2005 and her B.S.B.A. in Finance (summa cum laude; University
Honors Scholar Award) from the University of Pittsburgh in 2002.  
She resides in Pittsburgh, Pennsylvania.

                         Leigh Poltrock

Leigh A. Poltrock joins the firm as Manager of the Affordable
Housing Group.  She focuses her practice on affordable housing and
commercial real estate matters, as well as general corporate, non-
profit organizations, and administrative law.  

Ms. Poltrock represents housing authorities in the financing and
renovation of large public housing communities, statutory and
regulatory compliance, and the defense of housing discrimination
cases.  

Ms. Poltrock earned her J.D. from the University of Pittsburgh
School of Law in 1996, and her B.A. in English from Frankin &
Marshall College in 1991.  She is licensed to practice in
Pennsylvania. Leigh has served as a Pro Bono Conflict Attorney in
Allegheny County Juvenile Court and as a Court-Appointed Special
Advocate for Allegheny County CASA.  

Prior to joining Cohen & Grigsby, Ms. Poltrock served as General
Counsel for the Philadelphia Housing Authority and Senior Counsel
for the Housing Authority of the City of Pittsburgh.  She resides
in Pittsburgh, Pennsylvania.

                      Michael Winterhalter

Michael D. Winterhalter joins the firm as a Director in the
Business Group.  His practice involves matters for public and
private companies, including acquisitions and divestitures of
subsidiaries and divisions, domestic and international joint
venture transactions, spin-offs, tender offers and public and
private merger transactions.  

He also advises clients on significant internal reorganization
transactions, particularly on unlawful dividend and fraudulent
conveyance matters.  Mr. Winterhalter also has experience
representing clients, including issuers, underwriters and venture
funds, in both public and private sales of securities.  He earned
his B.S. from Carnegie Mellon University in 1992 and his J.D. from
Columbia University in 1995.  

He is licensed to practice in Pennsylvania.  Prior to joining
Cohen & Grigsby, Mr. Winterhalter was a partner with the
Pittsburgh-based law firm of Kirkpatrick & Lockhart Nicholson
Graham LLP.  He resides in Cranberry Township, Pennsylvania.

                      About Cohen & Grigsby

Cohen & Grigsby -- http://www.cohenlaw.com/-- offers legal  
services to private and publicly held businesses, nonprofits,
multinational corporations, individuals and emerging companies. It
has experience in bankruptcy, business, tax, employee benefits,
estates, trusts, intellectual property, international business,
litigation, labor and employment, and real estate.  The firm is
headquartered in Pittsburgh, Pennsylvania and has offices in
Bonita Springs, Florida and Naples, Florida.


* Kelley Drye & Warren and Collier Shannon Scott Merges
-------------------------------------------------------
The law firms of Kelley Drye & Warren LLP and Collier Shannon
Scott, PLLC merged, forming a single firm that will offer the
premier practices and distinguished client service for which each
firm is known.  

Nationally and internationally, the firm will operate as Kelley
Drye & Warren LLP; in the Washington, D.C. region, the firm will
be known as Kelley Drye Collier Shannon.

The combined firm has nearly 400 lawyers and other professionals,
of which more than 150 are located in the Washington, D.C. area.  
The move significantly expands Kelley Drye's presence in
Washington, where both Kelley Drye and Collier Shannon have had
nationally recognized practices for several decades.  

The merger was announced by John M. Callagy, Kelley Drye's
Chairman, and Paul C. Rosenthal, Managing Partner of the firm's
Washington, D.C. office and former Chairman of Collier Shannon
Scott.  

Danny E. Adams, who will remain as Managing Partner of Kelley
Drye's Northern Virginia office, and Brad E. Mutschelknaus, who
managed Kelley Drye's Washington, D.C. office, will continue as
members of the firmwide Executive Committee.

"We are very excited to join with such a high-caliber Washington
firm whose culture and practices are complementary to ours," said
Mr. Callagy.  "The cohesion between the two firms is good news for
our existing and future clients, and we are looking forward to a
seamless transition."

"Kelley Drye is a dynamic firm that provides clients with
exceptional legal counsel and client service," said Mr. Rosenthal.  
"We view this as an opportunity to practice with a firm whose
commitment to excellence and client service matches our own."

"Adding Collier Shannon substantially increases both the scope and
scale of Kelley Drye's legal practice in the DC area," said Mr.
Mutschelknaus.  "This will enable us to provide a wider range of
services to clients."

As a result of the merger, Kelley Drye now offers its clients new
or enhanced capabilities in several key areas, including
International Trade and Customs, Advertising, Government
Relations, Environmental and Antitrust, and other practices.  

The combination significantly bolsters Collier Shannon's depth in
Litigation, as well as practices throughout Kelley Drye offices in
New York, Chicago, Stamford, Brussels and elsewhere.

                   About Kelley Drye & Warren

Kelley Drye & Warren LLP -- http://www.kelleydrye.com/-- is an  
international, multidisciplinary law firm with approximately 300
attorneys.  The Firm, which was founded over 165 years ago, has
eight offices and affiliates worldwide.  Kelley Drye offers
expertise in areas of law including Litigation; Corporate;
Employee Benefits and Executive Compensation; Environmental;
Government Contracts; Homeland Security; Labor and Employment;
Private Clients; Real Estate; Restructuring, Bankruptcy and
Creditors' Rights; Tax; and Telecommunications.

                   About Collier Shannon Scott

Collier Shannon Scott, PLLC -- http://www.colliershannon.com/-- a  
Washington, D.C. law firm, solves competitive problems for Fortune
500 companies, privately held corporations, government entities,
and trade associations in the US and abroad.  The firm has over
100 attorneys and professionals practicing in these areas:
Advertising and Marketing; Antitrust and Trade Regulation;
Business Strategies and Transactions; Technology; Environmental;
Food and Drug; Consumer Product Safety; Government Relations and
Public Policy; Intellectual Property; International Trade and
Customs; Litigation; and Trade Associations.


* Sean Kulka Joins Arnall Golden Gregory LLP as Counsel
-------------------------------------------------------
Sean C. Kulka has joined the litigation practice at Arnall Golden
Gregory LLP as Of Counsel, bringing to the firm additional
expertise and depth in the areas of bankruptcy and
reorganizations, commercial litigation and telecommunications.

Mr. Kulka has represented debtors, creditors and fiduciaries in
significant Chapter 11 cases, including the Enron Corp.
examination.  In that case, he participated in all aspects of the
examiner's investigation, including the analysis of special-
purpose-entities transactions, drafting sections of the examiner's
reports and managing discovery requests.  Mr. Kulka has
represented debtors in possession in operating Chapter 11 cases in
both the manufacturing and retail industries.

His creditor experience includes serving as national bankruptcy
counsel for a large cable television company.  He also has
represented trade creditors, lessors of real property and
franchisors, among others, in all aspects of the Chapter 11
process.

In addition to being a seasoned bankruptcy practitioner, Mr. Kulka
also represents a large telecommunications company in connection
with its video franchising efforts.  In this project, Mr. Kulka
has been responsible for negotiating interconnection and cable
franchise agreements throughout the country.

Mr. Kulka, who comes to AGG from Alston & Bird LLP, attended
Michigan State University from 1990-1994, where he earned his B.A.
degree in social science, cum laude.  He earned his J.D. degree,
cum laude, from the University of Mississippi School of Law in
1998.

Arnall Golden Gregory LLP -- http://www.agg.com/-- is an Atlanta  
law firm that serves the business transaction needs of growing
public and private companies.  Through mergers and acquisitions,
capital markets financing, strategic alliances, joint ventures,
litigation and other business-related guidance, the firm helps
clients in a broad range of industries turn legal challenges into
business opportunities.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
April 19, 2006
   PRACTISING LAW INSTITUTE
      Residential Real Estate Contracts & Closings
         New York, New York
            Contact: http://www.pli.edu/

April 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud and Forensic Accounting in a Restructuring Context
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

April 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner with The Honourable Allan Wachowich, Chief Justice of
         the Court of Queen's Bench of Alberta
            Petroleum Club, Edmonton, Alberta
               Contact: 403-294-4954 or http://www.turnaround.org/

April 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA
         Syracuse, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

April 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Panel Program on the Role of Trustees and Examiners &
         Networking Reception
            Arizona
               Contact: http://www.turnaround.org/

May 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Regional Golf Event
         TBD, Austin (tentative), Texas
            Contact: 214-228-9706 or http://www.turnaround.org/

May 2, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Organization of Women
         Di Bruno Bros., Philadephia, Pennsylvania
            Contact: 215-657-5551 or http://www.turnaround.org/

May 3, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Fundamentals of Turnaround Management for SMEs
         University of Technology, Sydney, Australia
            Contact: http://www.turnaround.org/

May 4, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Texas Hold 'em Networking Event
         TBA, St. Louis, Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

May 4, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      InterChapter Texas Hold 'em
         TBA - Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

May 4, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

May 4-6, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Fundamentals of Bankruptcy Law
         Chicago, Illinois
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Alexander Hamilton Custom House, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      The Amendments to the Bankruptcy Code - Seven Months Later
         Mid-Day Club, Chicago, Illinois
            Contact: http://www.turnaround.org/

May 7-9, 2006
   INTERNATIONAL BAR ASSOCIATION
      Restructuring Among the Ruins
         Hotel Bretagne
            Athens, Greece
               Contact: harriet.rowland@int-bar.org or  
                  http://www.ibanet.org/

May 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Golf 101
         TBA - New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 8, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      NYC Bankruptcy Conference
         Millennium Broadway, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

May 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

May 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Casino Night
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Wicked Theatre Event
         Oriental Theatre, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/  

May 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Bergen County, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Eastside Wine & Dine
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Troubled Loan Workout Seminar
         National Cable Television Center & Museum, Denver, CO
            Contact: http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week Cash Flow Workshop
         Standard Club, Chicago, Illinois
            Contact: http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Forensic Accounting (Arizona Chapter Meeting)
         Arizona
            Contact: http://www.turnaround.org/

May 18-19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Great Lakes Regional Conference and Golf Tournament
         Ellicottville, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

May 18-19, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt Market
            Le Meridien Piccadilly Hotel, London, UK
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Golf 101
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Annual Golf Outing
         Indian Hills Golf Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

May 23-26, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      5th ABI Litigation Skills Symposium
         King and Spalding LLP, Atlanta, Georgia
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 24, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      "Toot Your Own Horn" Forum
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Doctor Heal Thyself - Health Care Turnaround
         Portland, Oregon
            Contact: http://www.turnaround.org/

May 30, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Session
         TBA, Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

May 30, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

June 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

June 1-2, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Southeast Regional Conference
         Amelia Island, Florida
            Contact: 410-347-7391 or http://www.turnaround.org/

June 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA NY Golf & Tennis Outing -
         MEMBERS & SPONSORSHIP REGISTRATION
            Fresh Meadow Country Club, Lake Success, New York
               Contact: 646-932-5532 or http://www.turnaround.org/

June 7-10, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      22nd Annual Bankruptcy & Restructuring Conference
         Grand Hyatt, Seattle, Washington
            Contact: http://www.airacira.org/

June 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #2
         Ernst & Young Tower, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

June 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Hedge Fund / Private Equity Round Table
         CityPlace Center, Dallas, Texas
            Contact: http://www.turnaround.org/

June 8-9, 2006
   MEALEYS PUBLICATION
      Asbestos Bankruptcy Conference
         Ritz-Carlton Hotel, Chicago, Illinois
            Contact: http://www.mealeys.com/

June 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      How Are the Old Clients Doing?
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Charity Golf Outing
         Harborside Golf Course, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Outing / Spouse Social
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Signature Luncheon, Charity Event
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriot Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

June 14, 2006 (tentative)
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Texas Hold'em for Charity
         Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

June 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Afghanistan - The Ultimate Turnaround Challenge
         Oak Hill Country Club, Rochester, New York
            Contact: http://www.turnaround.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Morristown, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

June 21-23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Global Educational Symposium
         Hyatt Regency, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 22-23, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel, Chicago,   
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;    
                        http://www.renaissanceamerican.com/

June 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

June 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      What to Do When Internal Crime Strikes Your Company
         New Jersey
            Contact: http://www.turnaround.org/

June 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Lenders Panel - Arizona Chapter
         National Bank of Arizona Conference Center, Phoenix, AZ
            Contact: http://www.turnaround.org/

June 29 - July 2, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 770-535-7722 or                
               http://www2.nortoninstitutes.org/

July 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      The New Bankruptcy Code Nine Months Later
         Rivers Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

July 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

July 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

July 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Event
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Red Bank, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 18-19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed & Turnaround Investing Congress
         Swiss"tel The Drake, New York, New York
            Contact: http://www.turnaround.org/

July 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Golf & Tennis Outing
         Raritan Valley Country Club, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Summer Social BBQ
         Colonial Springs Country Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

August 3, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 3-5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

August 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      DIP Panel Discussion
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

August 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Family Night Baseball with the NJ Jackals
         (Yogi Berra Autograph Night)
            Jackals Stadium, Montclair, New Jersey
               Contact: 908-575-7333 or http://www.turnaround.org/

August 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

August 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      4th Annual Alberta Golf Tournament
         Kananaskis Country Golf Course, Kananaskis, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

September 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Business Mixer
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

September 7-8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Saratoga Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, New York
            Contact: http://www.turnaround.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Secaucus, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI Turnaround Formal Event
         Long Island, New York
            Contact: http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Formal Event - Major Speaker to be Announced
         Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

September 17-24, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Optional Alaska Cruise
         Seattle, Washington
            Contact: 800-929-3598 or http://www.nabt.com/

September 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 24, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Restructuring the Troubled High Tech Company
         Arizona
            Contact: http://www.turnaround.org/

September 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Education Program with NYIC Joint Reception
         CFA/RMA/IWIRC
            Woodbridge Hilton, Iselin, NJ
               Contact: http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Cross Border Business Restructuring and
         Turnaround Conference
            Banff, Alberta
               Contact: http://www.turnaround.org/

October 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

October 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Updates on the New Bankruptcy Law
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

October 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Billards Networking Night - Young Professionals
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

October 31 - November 1, 2006
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Annual Conference
         San Francisco, California
            Contact: http://www.iwirc.com/

November 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Halloween Isn't Over! - Ghosts of turnarounds past who
         remind you about what you should have done differently
            Portland, Oregon
               Contact: http://www.turnaround.org/

November 1-4, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         San Francisco, California
            Contact: http://www.ncbj.org/

November 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/   

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Australia National Conference
         Sydney, Australia
            Contact: http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Program
         St. Louis, Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Reception with NYIC/NYTMA
         TBA, New York
            Contact: 908-575-7333 or http://www.turnaround.org/

November 15, 2006
   LI TMA Formal Event
      TMA Australia National Conference
         Long Island, New York
            Contact: http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Program
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

November 23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Party
         Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Dinner
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

December 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         The Newark Club, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Holiday Party
         TBA, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         GE Commercial Finance, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

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, Emi Rose S.R.
Parcon, Rizande B. Delos Santos, Cherry A. Soriano-Baaclo,
Christian Q. Salta, Jason A. Nieva, Lucilo Junior M. Pinili, Tara
Marie A. Martin and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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