TCR_Public/050531.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, May 31, 2005, Vol. 9, No. 127       

                          Headlines

AAIPHARMA INC: Taps Shearman & Sterling as Special Counsel
ACCERIS COMMS: Telecomm Division Lays Off 30% of Workforce
ADELPHIA COMMS: Wants to Sell Rigas Real Estate LLC Assets
ADVANTA BUSINESS: Moody's Assigns Ba2 Rating to $20M Class D Notes
AFC ENTERPRISES: Earns $146 Million in First Quarter

ALOE SPLASH: Disclosure Statement Hearing Set for July 12
ANY MOUNTAIN: Files Disclosure Statement in California
ARDENT HEALTH: Extends 10% Sr. Sub. Debt Tender Offer to June 27
ATA AIRLINES: Wants to Hire Adelphi Capital as Investment Banker
ATA AIRLINES: Wants to Reject Eight Burdensome Executory Contracts

BANC OF AMERICA: Fitch Rates Cert. Classes 30-B-4 & 30-B-5 Low-B
BELTON FOODS: Case Summary & 20 Largest Unsecured Creditors
CALIFORNIA EDUCATIONAL: Moody's Hold $13.44M Bonds' Ba1 Rating
CATHOLIC CHURCH: Portland Wants to Disclose 19 Confidential Claims
CATHOLIC CHURCH: Portland Committee Hires Triboro for Fin'l Advice

CEDU EDUCATION: Interim Trustee Hires George Miller as Accountant
CHARLES WALKER: Involuntary Chapter 11 Case Summary
COMDIAL CORP: Gets Interim OK on DIP Loan & Cash Collateral Use
COMDIAL CORP: Wants to Hire Traxi LLC as Financial Advisors
COMDIAL CORP: Employs Delaware Claims as Claims & Noticing Agent

CORNELL COMPANIES: Poor Performance Prompts S&P to Lower Ratings
CYCLELOGIC INC: Court Extend Entry of Final Decree to August 9
DAN REYNOLDS: Case Summary & 4 Largest Unsecured Creditors
DOCTORS HOSPITAL: Wants to Buy Medical Equipment from GE for $1.4M
DORAL FINANCIAL: Fitch Lowers Senior Debt Rating to BB+

ELDON HOFFMAN: Wants to Retain Alain Pinel Realtors as Broker
ENVIRONMENTAL TRUST: Hires Solomon Ward as Bankruptcy Counsel
EQI FINANCING: Fitch Affirms BB Rating on $10M Class C Bonds
FALCON PRODUCTS: Taps Keightley & Ashner as Special ERISA Counsel
FALCON PRODUCTS: Wants to Reject Two Showroom Leases & Azusa Lease

FALCON PRODUCTS: Wants to Reject Faldec Lease & Sign Zim Lease
FARMLAND INDUSTRIES: Liquidating Trust Inks Settlement with IRS
FEDERAL-MOGUL: Resolving MagneTek's Filing of Late $2.4M Claim
GERDAU AMERISTEEL: Halts Beaumont Mill Operations Pending Strike
HEADWATERS INC: Repays $50 Mil. of Senior Secured Second Lien Debt

HEALTHESSENTIALS: Hiring Smith & Helman as Criminal Counsel
HIGHLANDERS ALLOYS: Voluntary Chapter 11 Case Summary
HIGHWOODS PROPERTIES: Filing Delay Prompts Fitch to Watch Ratings
HUDSON'S BAY: Incurs $41,325,000 Net Loss in First Quarter
J.P. MORGAN: S&P Puts Low-B Ratings on $64 Million Certificates

KB TOYS: Wants Until August 9 to Remove State Court Actions
KMART CORP: Zamias Services Asks Court to Reconsider $275K Claims
MERIDIAN AUTOMOTIVE: Wants to Pay Walbridge Aldinger $2.5 Mil.
MERIDIAN AUTOMOTIVE: Three Utilities Slam Sec. 366 Injunction
MERRILL LYNCH: Fitch Places Low-B Ratings on Six Security Classes

MIRANT CORP: Asks Court to Approve Gunderboom Settlement Agreement
MIRANT CORP: Asks Court to Allow Predator's $1.2MM Unsec. Claims
MIRANT CORP: Potomac Electric Comments on Public Interest Standard
MORGAN STANLEY: S&P Lifts Ratings on Three Certificate Classes
OLENTANGY COMMERCE: Case Summary & 11 Largest Unsecured Creditors

ORYX TECHNOLOGY: February 28 Balance Sheet Upside-Down by $163,000
PEGASUS SATELLITE: Plan Trustee Wants to Assign KB Scranton Pact
PNM RESOURCES: New Mexico Regulators Approve TNP Acquisition
REMINGTON ARMS: Tight Liquidity Prompts S&P's Negative Outlook
RIVIERA HOLDINGS: Alternative Strategies Cue S&P to Retain Watch

ROGERS COMMS: Weak Credit Measures Spur S&P to Hold Low-B Ratings
ROTATION PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
SEMGROUP L.P.: Moody's Confirms $1.35 Bil. Debts' Low-B Ratings
TOYS 'R' US: Commences Tender Offer for $200M 8-3/4% Debentures
TROPICAL SPORTSWEAR: Court Confirms Joint Liquidating Plan

US AIRWAYS: Gets Court Nod to Ink Liberty Mutual Insurance Accord
US AIRWAYS: Rejects Rolls-Royce's TotalCare Pact; To Pay $2.7MM
US AIRWAYS: Wants to Reject Two Boeing Aircraft Leases
USG CORP: Equity Committee Wants to Hire Weil Gotshal as Counsel
VICKSBURG CHEMICAL: EPA Considers Buyers for Chemical Plant

VIRGIN MOBILE: Moody's Rates Proposed $600M Facility at B3
VIRGIN MOBILE: S&P Rates Proposed $600 Mil. Sr. Sec. Loan at B-
W.R. GRACE: Court Approves Hatco Settlement & Remediation Deals
W.R. GRACE: Dist. Court Resets Asbestos Lawsuit Trial to Sept. 11
WASHINGTON MUTUAL: Good Credit Support Cues S&P to Lift Ratings

YUKOS OIL: Moscow Ct. Directs Yukos to Pay Rur62.4-Bil to Yugansk

* Large Companies with Insolvent Balance Sheets

                          *********

AAIPHARMA INC: Taps Shearman & Sterling as Special Counsel
----------------------------------------------------------
aaiPharma Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for permission to employ
Shearman & Sterling LLP as their special litigation and financing
counsel, nunc pro tunc to May 10, 2005.

The Debtors want to retain Shearman & Sterling because:

   -- they believe that Shearman & Sterling is well qualified to
      act as Special Litigation and Financing Counsel;

   -- Shearman & Sterling actively represented them in certain
      ongoing litigation as well as German law financing matters;
      and

   -- they believe that continuation of Shearman & Sterling's
      representation is in the best interests of the estates.

Shearman & Sterling will act as special litigation counsel for the
Debtors in an ongoing lawsuit currently pending in the U.S.
District Court for the Southern District of New York.  

aaiPharma is pursuing patent infringement claims against Kremer
Urban Development Company, Schwarz Pharma Inc. and their related
companies to protect the Debtors' rights under two of their
patents with respect to omeprazole.  Urban Development and Schwarz
Pharma have asserted antitrust counterclaims against the Debtors.  
In these patent infringement actions, the Debtors allege that
sales of Urban Development and Schwarz Pharma's products have
totaled approximately $1.3 billion.

Shearman & Sterling attorneys have invested significant time
working on the Schwarz-Kudco Litigation.  They have been involved
in formulating the strategy of certain aspects of the litigation
and have provided assistance and support to McDonnell Boehnen, the
Debtors' intellectual property counsel.

Shearman & Sterling will also act as special financing counsel in
connection with the Debtors' postpetition financing.  Shearman &
Sterling advised the Debtors and certain of its non-Debtor
affiliates on a variety of matters, including without limitation,
preparing share pledge agreements under German law as required by
certain of the Debtors' prepetition financing arrangements.  The
Firm is familiar with the German subsidiary stock pledge.  In
addition, because of its international law capabilities, the Firm
has the necessary German law expertise to render the advice that
would be necessary on the German Financing Matters.

The Debtors believe that Shearman & Sterling's services will not
be duplicative of the services to be provided by McDonnell Boehnen
Hulbert & Berghoff LLP, the Company's previously retained special
intellectual property litigation counsel.  

Jonathan L. Greenblatt, Esq., a member at Shearman & Sterling,
discloses that Shearman & Sterling's professionals bill:

         Designation                       Hourly Rate
         -----------                       -----------
         Partners                          $575 - $750
         Counsel & Associates              $235 - $600
         Legal Assistants & Specialists     $95 - $195
         
To the best of the Debtors' knowledge, Shearman & Sterling and the
partners, principals and professionals who will work in the
engagement:

   (a) do not have connections with the Debtors, their creditors,
       or other party-in-interest, or their attorneys,

   (b) are "disinterested persons" as defined in Section 101(14)
       of the U.S. Bankruptcy Code, as modified by Section 1107(b)
       of the U.S. Bankruptcy Code, and

   (c) do not hold or represent any interest adverse to the
       Debtors' estates.

Headquartered in Wilmington, North Carolina, aaiPharma Inc. --
http://aaipharma.com/-- provides product development services to  
the pharmaceutical industry and sells pharmaceutical products
which primarily target pain management.  AAI operates two
divisions: AAI Development Services and Pharmaceuticals Division.
The Company and eight of its debtor-affiliates filed for chapter
11 protection on May 10, 2005 (Bankr. D. Del. Case No. 05-11341).
Karen McKinley, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A.; Jenn Hanson, Esq., and Gary L. Kaplan,
Esq., at Fried, Frank, Harris, Shriver & Jacobson LLP; and the
firm of Robinson, Bradshaw & Hinson, P.A., represent the Debtors
in their restructuring efforts.  When the Debtors filed for
bankruptcy, they reported consolidated assets amounting to
$323,323,000 and consolidated debts totaling $446,693,000.


ACCERIS COMMS: Telecomm Division Lays Off 30% of Workforce
----------------------------------------------------------
Acceris Communications Inc. (OTCBB:ACRS) reported that Acceris
Communications Corp., its telecommunications business, has
restructured its organization.  The restructuring eliminates
approximately 75 jobs or 30% of its workforce, impacting staff in
its San Diego, Pittsburgh and Somerset facilities.  The Company
anticipates that it will record one-time expenses of up to $1
million during the second quarter ending June 30, 2005 related to
the restructuring.  Restructuring charges are primarily related to
employee reduction costs.

The reorganization is part of the continued integration efforts of
the Company aimed at streamlining the operations of the four
predecessor companies that have been brought together to form
Acceris and, further, is reflective of fluctuations in the
revenues generated by the business.  This latest set of changes
will bring the Company closer to its goal of generating positive
cash flow from operations.

On May 19, 2005, the Company entered into an agreement with North
Central Equity LLC and its subsidiary, Acceris Management and
Acquisition LLC, to dispose of its telecommunications assets and
operations.  The transaction is subject to approval by the
Company's shareholders, debt holders and regulators as well as
customary closing conditions, and is expected to close by
September 30, 2005.

Acceris Communications Inc. -- http://www.acceris.com/-- is a    
broad based communications company serving residential, small- and
medium-sized business and large enterprise customers in the United  
States.  A facilities-based carrier, it provides a range of
products including local dial tone and 1+ domestic and
international long distance voice services, as well as fully
managed and fully integrated data and enhanced services. Acceris
offers its communications products and services both directly and
through a network of independent agents, primarily via multi-level
marketing and commercial agent programs.  Acceris also offers a
proven network convergence solution for voice and data in Voice
over Internet Protocol communications technology and holds two
foundational patents in the VoIP space.   

At Mar. 31, 2005, Acceris Communications Inc.'s balance sheet
showed a $69,707,000 stockholders' deficit, compared to a
$61,965,000 deficit at Dec. 31, 2004.


ADELPHIA COMMS: Wants to Sell Rigas Real Estate LLC Assets
----------------------------------------------------------
In connection with efforts to effect a proper transition of
property formerly held by members of the Rigas family, Adelphia
Communications Corporation and its debtor-affiliates created
limited liability companies -- the SPVs -- to hold property
formerly held by members of the Rigas Family.

Each SPV is a wholly owned, indirect subsidiary of Debtor ACC
Operations, Inc.  Specifically, the SPVs are to hold, administer,
insure, market and dispose of parcels of real property that were
formerly owned by certain members of the Rigas family and which
have been transferred, or are in the process of being
transferred, to the Debtors.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher LLP, in New
York, notes that the Excess Asset Sale Order establishing
streamlined procedures for the sale of certain of the ACOM
Debtors' non-core excess assets does not encompass sales of
excess assets held the SPVs.  The Debtors expect more sales of
SPVs' assets sometime soon.

Accordingly, the ACOM Debtors ask the U.S. Bankruptcy Court for
the Southern District of New York to amend the Excess
Asset Sales Procedure Order, clarifying that:

    -- the phrase "Excess Assets," as used in the Excess Asset
       Sale Order, encompasses assets held by the SPVs;

    -- the Debtors are authorized to sell Excess Assets held by
       the SPVs pursuant to the Streamlined Procedures set forth
       in the Excess Asset Sale Procedure; and

    -- ACC Operations, as the ultimate parent of the SPVs, is
       permitted to authorize the sales on the SPVs' behalf.

Ms. Chapman asserts that the use of the Excess Asset Sale
Procedures in the sale of the SPVs' assets will reduce the
estates' expenses.

As reported in the Troubled Company Reporter on Aug 18, 2003, the
proposed procedures governing the sale of excess assets are:

A. Sales may only be completed upon ten days written notice, by
   fax or hand delivery, to:

    -- the Office of the United States Trustee for the Southern
       District of New York;

    -- counsel to the agents for the Debtors' prepetition and
       postpetition lenders;

    -- counsel to the Creditors' Committee;

    -- counsel to the Equity Committee; and

    -- any party known by the Debtors to assert a lien on the
       asset to be sold;

B. Any notice must include:

    -- a description of the Excess Assets to be sold;

    -- the purchase price being paid for the assets;

    -- the name and address of the purchaser, as well as a
       statement that the purchaser is not an insider or
       affiliate of any Debtor;

    -- the name of the applicable Debtor; and

    -- a copy of the proposed purchase agreement intended to
       govern the sale;

C. All sales will be made subject to higher and better written
   offers received by the Debtors prior to the expiration of the
   10-day notice period;

D. The Debtors may employ brokers and appraisers to assist in
   the sales process on usual and customary terms;

E. If a written objection to any sale is received by the Debtors
   within the notice period, then, absent a settlement, Court
   approval of the sale will be required;

F. All sales will be free and clear of liens, claims, and
   encumbrances, with any liens, claims, and encumbrances to
   attach to the proceeds of the sale; and

G. The Debtors will keep a detailed accounting of the proceeds
   from all dispositions and the cost of any broker services
   used for each transaction, if any.  All proceeds of the
   dispositions will be allocated and managed in accordance with
   this Court's DIP Order, including the Cash Management
   Protocol.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 93; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADVANTA BUSINESS: Moody's Assigns Ba2 Rating to $20M Class D Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Aaa-rating to the
$250,000,000 AdvantaSeries Class A(2005-A1) Asset Backed Notes and
a Ba2-rating to the $20,000,000 AdvantaSeries Class D(2005-D1)
Asset Backed Notes issued from the Advanta Business Card Master
Trust.

The complete ratings action is:

Issuer: Advanta Business Card Master Trust, AdvantaSeries

   * $250,000,000 Class A (2005-A1) Asset Backed Notes, rated Aaa
   * $20,000,000 Class D (2005-D1) Asset Backed Notes, rated Ba2

The AdvantaSeries consists of Class A notes, Class B notes, Class
C notes and Class D notes.  Credit enhancement for these notes is
provided by subordination and a cash collateral account sized at
2.25% of the adjusted outstanding principal balance of the
AdvantaSeries notes.  All the notes also benefit from a spread
account that is initially unfunded but may increase if excess
spread falls below prescribed levels.

Moody's Aaa rating of the Class A(2005-A1) notes and the Ba2
rating of the Class D(2005-D1) notes are based on:

   * the credit quality of the underlying pool of credit card
     receivables;

   * the transaction's structural protections;  and

   * the capability of the servicer, Advanta Bank Corp., which is
     an unrated, wholly owned subsidiary of Advanta Corp. (senior
     unsecured debt rating of B2, stable outlook).

The assets of the Trust are a pool of MasterCard and, to a limited
extent, Visa receivables generated by small businesses.  Under the
terms of the cardholder agreement, the card is to be used
exclusively for business purposes.  

Some of the benefits of the card include:

   * additional cards for company employees at no additional fee;
   * detailed expense reports;
   * ability to earn rewards;  and
   * access to valuable products offered by alliance partners.

Advanta began originating this product in 1994 and has steadily
grown the portfolio to its current size of $3.3 billion in
receivables.  The company exited the consumer credit card business
in early 1998 when it transferred its portfolio to Fleet Bank.


AFC ENTERPRISES: Earns $146 Million in First Quarter
----------------------------------------------------
AFC Enterprises, Inc. (Nasdaq: AFCE) reported financial results
for its first fiscal quarter that ended April 17, 2005.

Total revenues decreased 12.5 percent to $46.3 million in the
first quarter of 2005 versus $52.9 million in the first quarter of
2004.  The $6.6 million decline in total revenues was principally
due to an $8.5 million decrease in sales from company-operated
restaurants.  The $8.5 million decline in company-operated
restaurant sales was comprised of a $5.2 million decrease as a
result of the sale of certain company-operated units to
franchisees and the closure of underperforming units, and a
$4.0 million decrease in sales relating to the non-consolidation
of a franchisee previously consolidated as part of AFC's adoption
of Financial Accounting Standard Board Interpretation No. 46,
commonly known as FIN 46R.  These factors were partially offset by
a $700,000 increase in same-store sales at company-operated
restaurants.

Franchise revenues were up $1.7 million in the first quarter of
2005 to $23.2 million compared to the first quarter of 2004.  This
increase included a $0.9 million increase in royalties resulting
from a greater number of franchised units and a $0.5 million
increase in same-store sales for franchised restaurants.

General and administrative expenses were $22.4 million in the
first quarter of 2005 representing a $0.8 million increase from
the first quarter of 2004.  The overall increase was mainly
associated with $1.4 million for bonus accruals, deferred
compensation and salaries including filling key senior management
positions at Popeyes that were vacant in the first quarter of
2004, $1.3 million for stay incentives, severance payments and
termination of a benefit plan at corporate, and $1.0 million for
franchise support activities at Popeyes. These expenses were
partially offset by a $2.5 million reduction in information
technology costs.

As previously reported, the Company expects general and
administrative expenses to decline in 2005 as AFC closes its
corporate center and continues to fully integrate the corporate
infrastructure into Popeyes.  The Company continues to project an
annualized general and administrative expense run rate to be
approximately $30-$35 million by late 2005, excluding the
Company's spice royalty expense and the rent expense associated
with restaurants leased by AFC and then subleased to franchisees.

The consolidated operating loss for AFC was $17.7 million in the
first quarter of 2005 compared to operating profit of $1.4 million
in the first quarter of 2004.  The consolidated operating loss was
primarily impacted by a $21.1 million expense associated with the
settlement agreement entered into in connection with certain
shareholder litigation as announced in AFC's press release dated
April 22, 2005 and other expenses related to the collapsing of the
corporate center.

The Company reported net income of $146.1 million in the first
quarter of 2005, which was $138.3 million higher than the first
quarter of 2004.  This increase was primarily due to the impact of
discontinued operations.  Discontinued operations provided an
after-tax gain of $156.9 million in the first quarter of 2005,
which was primarily related to the sale of the Company's Church's
Chicken brand.

AFC reported cash reserves and short-term investments of $332.3
million at the end of the first quarter of 2005 compared to $12.8
million at year-end 2004.  The Company repaid $36.8 million on its
2002 Credit Facility during the first quarter of 2005.

                       New Credit Facility

As AFC reported on May 12, 2005, the Company entered into a new
bank credit facility, consisting of a five-year revolving credit
facility through which the Company has $60 million of availability
and a six-year $190 million Term Loan B.  The Company used
approximately $54.0 million from the 2005 Credit Facility to pay
the outstanding debt balance under the terms of its 2002 Credit
Facility.  In addition, AFC also announced on May 12, 2005 that
its Board of Directors had declared a special cash dividend of
$12.00 per share of common stock payable on June 3, 2005 to
stockholders of record at the close of business on May 23,
2005.

AFC's Board of Directors recently reaffirmed the Company's
previously disclosed share repurchase program, which has
approximately $22 million of current availability.  The Company's
new credit agreement allows for the potential of future share
repurchases at certain leverage positions.

Frank Belatti, Chairman and CEO of AFC Enterprises, stated, "The
Company continued to take decisive action to ensure that Popeyes
has the sole focus of growing the brand and best positioning it
for future success.  I am proud of the team's efforts to get this
done with the closing of the credit facility refinancing, the
immediate return to shareholders with the dividend, the settlement
of certain shareholder litigation and the collapsing of the
corporate center.  I am also pleased with the Board's
reaffirmation of our current share repurchase program which aligns
our interest closely with all stakeholders."

                        Operating Results

System-wide sales at AFC's 1,818 Popeyes restaurants increased by
5.3 percent in the first quarter of 2005 compared to the first
quarter of 2004.  Franchise sales from which the Company derives
franchise revenues were $464.3 million in the first quarter of
2005 compared to $431.5 million in the first quarter of 2004.  
Sales by company-operated restaurants (including FIN 46R units)
were $21.4 million and $29.9 million for the first quarter of 2005
and 2004, respectively.  System-wide sales include sales from both
AFC company-operated and franchised Popeyes restaurants.

Total domestic system-wide same-store sales at Popeyes'
restaurants were up 2.8 percent for the first quarter of 2005
compared to up 1.1 percent in the first quarter of 2004.  Popeyes
continued to experience positive same-store sales for the third
consecutive quarter.  This improved performance was primarily
driven by stronger sales and transactions through new menu
development, focused brand messaging, improved operations and
increased re-imaging participation.

The Popeyes system opened 27 restaurants during the first quarter
of 2005 compared to 30 total system openings during the first
quarter of 2004.  This figure was comprised of 12 domestic units
that further penetrated existing markets and 15 international
units principally concentrated in Mexico and Canada.

Overall unit count decreased by 7 units to 1,818 at the end of the
first quarter 2005 compared to 1,825 at the end of 2004 primarily
due to the international closures in Korea.  Popeyes' restaurants
in Korea continue to be challenged by economic conditions.  The
effect of this reduction on revenue is minimal as the impact
translates to approximately 0.2-0.3 percent of the Company's total
franchise revenue.  Strategically, the Company's immediate
international focus will be in Canada and Mexico where units
typically have higher average unit volumes with a standard royalty
rate.

           2005 Operational Performance Projections

The Company's operational projections for 2005 remain unchanged.  
Total domestic same-store sales growth for Popeyes is projected to
be up 2.0-3.0 percent.  Similarly, the Company expects full year
new system-wide openings of 120-130 units with estimated 70-80
unit closings.

Kenneth Keymer, President of Popeyes Chicken & Biscuits, stated,
"We are pleased with our improving performance and overall
progress year-to-date as we continue to be on target with our full
year projections.  Our team remains focused on driving sales,
improving profitability, and stimulating new unit development that
will accelerate growth and deliver strong results."

                       About the Company

AFC Enterprises, Inc. -- http://www.afce.com/-- is the franchisor  
and operator of Popeyes(R) Chicken & Biscuits, the world's second-
largest quick-service chicken concept based on number of units.  
As of April 17, 2005, Popeyes had 1,818 restaurants in the United
States, Puerto Rico, Guam and 25 foreign countries.  AFC's primary
objective is to be the world's Franchisor of Choice(R) by offering
investment opportunities in its Popeyes Chicken & Biscuits brand
and providing exceptional franchisee support systems and services.

                         *     *     *

As reported in the Troubled Company Reporter on April 21, 2005,
Standard & Poor's Ratings Services assigned its 'B+' rating to
Atlanta, Georgia-based AFC Enterprises Inc.'s planned $250 million
secured bank loan.

A recovery rating of '4' was also assigned to the loan, indicating
the expectation for marginal recovery of principal (25%-50%) in
the event of a payment default. Borrowings, along with the
proceeds from the sale of Church's Chicken, will be used for a
shareholder transaction and to repay the company's debt.

At the same time, Standard & Poor's raised its corporate credit
rating on AFC to 'B+' from 'B'.  The rating was removed from
CreditWatch, where it was previously placed with positive
implications.  S&P says the rating outlook is stable.


ALOE SPLASH: Disclosure Statement Hearing Set for July 12
---------------------------------------------------------
The Honorable Charles G. Case II of the U.S. Bankruptcy Court for
the District of Arizona will convene a hearing at 10:00 a.m., on
July 12, 2005, to consider the adequacy of the Disclosure
Statement explaining the Second Liquidating Plan of Reorganization
filed by Aloe Splash Inc.

The Debtor filed its Plan and Disclosure Statement on
May 10, 2005.

Under the Second Plan, the Debtor will liquidate its assets and
distribute its cash to its creditors following the Bankruptcy
Code's statutory priority scheme.  To the extent that any physical
assets of the Debtor have not been sold by the Effective Date, the
Debtor will sell those assets under 11 U.S.C. Section 363 within
30 days of the Effective Date, or as soon as reasonably
practicable after the Effective Date.

Aloe Splash will function as the Plan's Disbursing Agent, and Aloe
Splash's president, Brad Holmes, will be the sole signatory on all
checking accounts.  

The Plan groups claims and interests into six classes.

   a) Administrative Claims will be fully paid after the Plan's
      Effective Date;

   b) Priority Wage Claims will be paid in full, in cash, on or
      after the Effective Date;

   c) Priority Wage Claims will be paid in full, in cash, on or
      after the Effective Date;

   d) El Dorado Splash's Secured Claim will be paid in full, in
      cash, on or after the Effective Date, in accordance with the
      terms of El Dorado Splash's loan documents;

   e) Allowed Unsecured Claims totaling approximately $2,700,000,
      will receive distributions equal to 4% of their Allowed
      Claims, on or after the Effective Date; and

   f) Equity Security Interests will be cancelled and will not
      receive any distribution or property under the Plan

The Debtor doesn't provide any estimate of what unsecured
creditors will recover.  

A full-text copy of the Disclosure Statement is available at no
charge at:

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

Headquartered in Scottsdale, Arizona, Aloe Splash, Inc. --
http://www.aloesplash.com/-- manufactures beverages with aloe  
vera in different flavors.  The Company filed for chapter 11
protection on December 27, 2004 (Bankr. D. Ariz. Case No.
04-22170).  John R. Worth, Esq., at Forrester & Worth, PLLC,
represents the debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between $500,000 to $1 million and debts between $1 million
to $10 million.


ANY MOUNTAIN: Files Disclosure Statement in California
------------------------------------------------------
Any Mountain, Ltd., delivered its Disclosure Statement explaining
its chapter 11 Plan of Reorganization to the U.S. Bankruptcy Court
for the Northern District of California.

Pursuant to the Plan, all allowed secured claims will be paid in
10 semi-annual installments.  The secured claim holders are:

            * Cardinal Financial Services;
            * Marker Ltd.;
            * Marmot;
            * Nordica USA;
            * Performance Sports Apparel; and
            * Rossignol.

Unsecured claims, totaling $10 million, will be paid from a $5
million fund on a pro rata basis and receive the proceeds of
avoidable transfers, sale of leases and postpetition income of the
Debtor.  Unsecured creditors are expected to recover 40% of their
claims.

Equity interest holders will not receive any distribution under
the Plan.

                          Plan Funding

The Debtor will close its stores located in Westgate Mall, San
Jose, and the Berkeley store or the Dublin store.  The leases will
be assigned at the best price obtainable.  The inventory at the
stores to be closed will be sold at a closing sale.  The Plan
estimates $2 million of net proceeds from the store closings.

Avoidance actions will be initiated by the Debtor against:

            * Belzer, Hulchly & Murray;
            * Benchmark;
            * San Francisco Chronicle;
            * SBC Yellow Pages;
            * The Mercury News;
            * Columbia Sportswear;
            * Osprey Packs;
            * Hi Tec Sports;
            * Spy Optic;
            * Red Wing Brands;
            * CSI Outdoors;
            * Crazy Creek;
            * Cerf Bros. Bag Co.;
            * Pur/Katadyn;
            * Johnson Camping;
            * Stansport;
            * Eldon "Bud" Hoffman; and
            * Cardinal Financial.

The company's founder Bud Hoffman, will continue as CEO of
Reorganized Any Mountain with a salary of $225,000.  

Headquartered in Corte Madera, California, Any Mountain Ltd,
operates ten specialty outdoor stores throughout the San Francisco
Bay Area.  The Company filed for chapter 11 protection on Dec. 23,
2004 (Bankr. N.D. Calif. Case No. 04-12989).  Michael C. Fallon,
Esq., of Santa Rosa, California represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed below $50,000 in assets and more than
$10 million in debts.


ARDENT HEALTH: Extends 10% Sr. Sub. Debt Tender Offer to June 27
----------------------------------------------------------------
Ardent Health Services LLC extended the expiration date for the
previously announced cash tender offer and consent solicitation by
its subsidiary, Ardent Health Services, Inc., for its outstanding
10% Senior Subordinated Notes due 2013 (CUSIP No. 03979PAB1) from
5:00 p.m., New York City time, on June 13, 2005 to 5:00 p.m., New
York City time, on June 27, 2005.  The company has received
tenders and consents from holders of $224.97 million in aggregate
principal amount of the Notes, representing approximately 99.99%
of the outstanding Notes.

The price determination date will be 2:00 p.m., New York City
time, 10 business days prior to the Expiration Date.  The
completion of the tender offer and consent solicitation is subject
to the satisfaction or waiver by the company of a number of
conditions, as described in the Offer to Purchase and Consent
Solicitation Statement dated April 15, 2005.  Holders who validly
tender their Notes and which Notes are accepted for purchase are
expected to receive payment on or promptly after the date on which
the company satisfies or waives the conditions of the tender offer
and consent solicitation.

Requests for documents relating to the tender offer and consent
solicitation may be directed to Global Bondholder Services
Corporation, the depositary and information agent for the tender
offer and consent solicitation, at (212) 430-3774 (collect) or
(866) 389-1500 (U.S. toll-free).  Additional information
concerning the tender offer and consent solicitation may be
obtained by contacting Banc of America Securities LLC, the dealer
manager and solicitation agent for the tender offer and consent
solicitation at (704) 388-9217 (collect) or (888) 292-0070 (U.S.
toll-free).

This announcement is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consents with respect to
any securities.  The tender offer and consent solicitation are
being made solely by the Offer to Purchase.

Ardent Health Services is a provider of health care services to
communities throughout the United States.  Ardent currently owns
34 hospitals in 13 states, providing a full range of
medical/surgical, psychiatric and substance abuse services to
patients ranging from children to adults.

                        *     *     *

As reported in the Troubled Company Reporter on March 15, 2005,
Moody's Investors Service affirmed the ratings of Ardent Health
Services and changed the outlook to developing.  This action
follows Ardent's announcement that it has entered into a
definitive agreement to sell its behavioral health division,
consisting of 20 behavioral hospitals, to Psychiatric Solutions,
Inc., in a transaction valued at $560 million.

These ratings were affirmed:

   * $150 Million Senior Secured Revolving Credit Facility due
     2008, B1

   * $300 Million Term Loan B due 2011, rated B1

   * $225 Million Senior Subordinated Notes due 2013, rated B3

   * Senior implied rating, rated B1

   * Senior Unsecured Issuer Rating, rated, B2


ATA AIRLINES: Wants to Hire Adelphi Capital as Investment Banker
----------------------------------------------------------------
Debtors Ambassadair Travel Club, Inc., and Amber Travel, Inc.,
seek the U.S. Bankruptcy Court for the Southern District of
Indiana's authority to employ Adelphi Capital, LLC, to provide
investment-banking services in conjunction with a possible sale of
their assets.

Adelphi is a transaction advisory and strategic consulting
practice based in Washington, D.C.  The firm offers its clients a
range of transaction-focused services that include:

   (i) sourcing, evaluating, and structuring merger and
       acquisition transactions;

  (ii) securing and directing private equity investments and
       debt financing; and

(iii) developing strategic initiatives that maximize long-term
       growth potential and profitability.

Melissa M. Hinds, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that Adelphi's advisory services are tailored to
middle market transactions where deal values typically fall
between $1 million and $100 million.  Within this niche, the firm
has been active across a range of market sectors, with a specific
emphasis in areas of transportation, travel, and logistics,
telecommunications and related applications, and industrial
distribution and manufacturing.

Pursuant to an Engagement Letter dated May 14, 2005, Adelphi's
advisory services will include:

   (1) internal advisory diligence -- conducting an in depth
       analysis of the business to clearly define the business
       model and articulate key value drivers;

   (2) external advisory diligence -- analyzing the marketplace
       and prospective buyer universe to prioritize the sell-side
       approach;

   (3) go-to-market strategies -- refining the 'pitch' and
       offering collateral, prioritizing buyer groups and
       individual candidates, and designing the outreach
       strategy;

   (4) internal constituency approvals -- soliciting input
       and approvals from key internal constituencies;

   (5) target outreach -- approaching prioritized candidates,
       distributing offering collateral, and leveraging Adelphi
       relationships to augment and accelerate the outreach
       process;

   (6) lead candidate narrowing -- assessing candidate interest,
       supporting management introductions/presentations, and
       narrowing the field to one or more credible suitors;

   (7) lead buyer negotiation -- pushing lead candidates to
       submit firm proposals, assessing bids with internal
       constituencies, and negotiating and structuring a non-
       binding letter of intent with the prevailing buyer;
  
   (8) APA negotiation support -- supporting counsel with
       negotiation of the asset purchase agreement, serving as
       lead negotiator on business and financial oriented
       transaction issues, and facilitating ATA Airlines, Inc.'s
       response to due diligence requests; and

   (9) bankruptcy process support -- working with Ambassadair and
       Amber Travel and their counsel to develop Court-approved
       bidding procedures, supporting the administration of the
       Section 363 bidding/auction process, and assisting with
       the negotiation, structure, and documentation of a new
       prevailing bid if required.

In exchange for Adelphi's services, Ambassadair and Amber Travel
will pay:

   (a) a $45,000 retainer fee;

   (b) a $202,500 minimum success fee for any sale price up to
       and including $10 million; and

   (c) a 'premium' success fee equal to 2.5% of any incremental
       sale price which exceeds $10 million.

The Debtors will also reimburse the firm for reasonable out-of-
pocket expenses incurred in connection with the engagement.

Adelphi President Thomas J. Donahue assures the Court that the
firm does not hold or represent an interest adverse to the
Debtors' estates.  The firm does not have any connections and will
not represent interested parties in the Debtors' bankruptcy cases.  
Mr. Donahue attests that the principals and employees of Adelphi
are "disinterested persons" under Section 101(14) of the
Bankruptcy Code.

                          *     *     *

Ambassadair Travel Club, the nation's largest travel club with
nearly 30,000 member families, reported that, subject to U.S.
Bankruptcy Court approval, it has engaged Adelphi Capital LLC of
Washington, D.C. to seek a buyer.

Ambassadair is currently a subsidiary of ATA Holdings Corp.
(PinkSheets:ATAHQ).  Ambassadair was the founding division that
launched ATA Airlines, Inc. in 1973.

Ambassadair president, Sally Brown, said, "Ambassadair is proud of
the commitment we have to Indiana that dates back more than three
decades, including the inaugural year when our first aircraft was
nicknamed 'Miss Indy.'  We look forward to finding the ideal
financial partner who will ensure and solidify the stability of
Ambassadair and allow us to continue serving our loyal members in
the Indianapolis area."

Adelphi Capital's president, Tom Donohue, Jr., said, "Ambassadair
has been a profitable operation for 32 years, and has a strong
legacy by serving tens of thousands of vacation travelers on every
continent and to virtually hundreds of countries.  We intend to
conduct a search for an ideal partner for Ambassadair and its
thousands of members."

Brown added, "Ambassadair is a private club.  We cater to a
dedicated clientele with many added values. It's this special
attention offered by Ambassadair that drives the success of our
business.  One-third of our members have been with us for over a
decade, and they know and appreciate the full service Ambassadair
provides."

While Ambassadair purchases blocks of seats on a variety of
airlines, the majority of its' members travel on a nonstop,
private charter jet and have the option to purchase complete
vacation packages.  Ambassadair offers one-call convenience,
children's fares as low as $99, and on-site travel support.

Beginning June 1, Ambassadair will fly club members on its
dedicated jet operated by TransMeridian Airlines of Atlanta.  The
McDonnell-Douglas 83 aircraft accommodates a total of 150
passengers with 16 seats in Business Class and 134 seats in coach
class.  Meanwhile, Ambassadair increased its 2005 flight schedule
with more flights on its aircraft to its most popular
destinations, including Las Vegas and Cancun.

Ambassadair's success is a result and reflection of the Club
maintaining a diligent dedication to its core values: excellence
in customer service, unique opportunities for members to explore
the world, and commitment to being a good steward of its
resources.

                        About Ambassadair

Ambassadair, the nation's largest private travel club, has
maintained an average of more than 30,000 member households and
provides 600 trip options annually.  It offers travel choices that
vary from Day Trips to extended vacations; from off-the-
beaten-path villages to urban hot spots; and from beaches in the
Caribbean to cultural escapes to the most exotic corners of the
world. Ambassadair also sells special interest trips that include
golf getaways, adventure journeys, professional sporting events,
global volunteerism and cruise packages.

Any sale of Ambassadair is subject to approval of the U.S.
Bankruptcy Court.

Ambassadair memberships are currently available for $199 for a
family or $149 for a single membership.  The dues are renewed on
an annual basis for $99.  For more information about Club
membership, call (317) 282-8102 or (800) 225-9919 or visit
http://www.ambassadair.com/

                       About ATA Airlines

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


ATA AIRLINES: Wants to Reject Eight Burdensome Executory Contracts
------------------------------------------------------------------
Chicago Express, Inc., is a party to these prepetition agreements:

  (1) Permanent Software License Agreement with CMS Solutions
      for the ICARUS-Airline software;
    
  (2) Wings Sublease Agreement with SBN, Inc., doing business
      as Corporate Wings, for the sublease of the hangar facility
      in South Bend, Indiana;

  (3) Fleet Maintenance Support Plan Agreement with Hamilton
      Sundstrand Corporation for propeller system maintenance;

  (4) Master Services Agreement and OPSDATA Services Supplement,
      with Jeppesen Sanderson, Inc., for flight information
      services and products;

  (5) Software License Agreement with Sabre, Inc., for the
      CrewPlan, CrewTrac, CrewQual and FliteTrac software.

  (6) Storage and Service Contract with DataSafe Storage Company,
      also known as Archive America Records, for storage
      services;

  (7) Into-Plane Fueling Service Agreement with Signature Flight
      Support Corporation for into-plane fueling at Chicago
      Midway Airport; and

  (8) SF340 Brake Assembly Agreement with AeroRepair Corp. for
      brake and assembly repair services.

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that since Chicago Express ceased flight
operations on March 28, 2005, the Debtor has not used the goods,
services and equipment provided by the Agreements.

Pursuant to Section 365 of the Bankruptcy Code, Chicago Express
seeks the U.S. Bankruptcy Court for the Southern District of
Indiana's authority to reject the Agreements, effective when it:

   (i) tenders notice of the rejection to the counterparty of the  
       Agreements; or
  
  (ii) surrenders possession of the personal or real property  
       subject to the Agreements.

Chicago Express continues to investigate a sale of its stocks or
assets.  Until the rejection is effective, Chicago Express
reserves its rights to either:

   -- assume and assign some or all of the Agreements if a  
      purchaser intends to acquire them; or   

   -- quickly relieve its creditors and its estate of burdensome  
      executory contracts and leases if no purchaser wishes to  
      acquire them.

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


BANC OF AMERICA: Fitch Rates Cert. Classes 30-B-4 & 30-B-5 Low-B
----------------------------------------------------------------
Banc of America Mortgage Securities, Inc. (BOAMSI), series 2005-5,
mortgage pass-through certificates, obtained these ratings from
Fitch:  

   Group 1 certificates:

    -- $389,973,117 classes 1-A-1 through 1-A-26, 1-A-R, 30-IO and
       30-PO, 'AAA' (senior certificates);
    -- $6,835,000 class 30-B-1, 'AA';
    -- $2,010,000 class 30-B-2, 'A';
    -- $1,206,000 class 30-B-3, 'BBB';
    -- $804,000 class 30-B-4, 'BB';
    -- $603,000 class 30-B-5, 'B'.

   Group 2 certificates:

    -- $169,911,451 classes 2-A-1, 15-IO and 15-PO, 'AAA' (senior
          certificates);
    -- $1,554,000 class 15-B-1, 'AA';
    -- $432,000 class 15-B-2, 'A'.

The 'AAA' ratings on the group 1 senior certificates reflects the
3.00% subordination provided by the 1.70% class 30-B-1, the 0.50%
class 30-B-2, the 0.30% class 30-B-3, the 0.20% privately offered
class 30-B-4, the 0.15% privately offered class 30-B-5, and the
0.15% privately offered class 30-B-6.  Classes 30-B-1, 30-B-2, 30-
B-3, 30-B-4, and 30-B-5 are rated 'AA', 'A', 'BBB', 'BB', and 'B',
respectively, based on their respective subordination.  Class 30-
B-6 is not rated by Fitch.

The 'AAA' ratings on the group 2 senior certificates reflects the
1.60% subordination provided by the 0.90% class 15-B-1, the 0.25%
class 15-B-2, the 0.20% class 15-B-3 certificates, the privately
offered 0.10% class 15-B-4, the privately offered 0.10% class 15-
B-5, and the privately offered 0.05% class 15-B-6.  Classes 15-B-1
and 15-B-2 are rated 'AA' and 'A', respectively, based on their
respective subordination.  Classes 15-B-3, 15-B-4, 15-B-5, and 15-
B-6 are not rated by Fitch.

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
Inc. (rated 'RPS1' by Fitch), and Fitch's confidence in the
integrity of the legal and financial structure of the transaction.

The transaction is secured by two pools of mortgage loans.  Loan
group 1, respectively, collateralizes the group 1 certificates.  
Loan group 2, respectively, collateralizes the group 2
certificates.

The group 1 collateral consists of 769 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with original terms to
stated maturity (WAM) ranging from 240 to 360 months.  The
weighted average original loan-to-value ratio (OLTV) for the
mortgage loans in the pool is approximately 66.73%.  The average
balance of the mortgage loans is $522,802, and the weighted
average coupon (WAC) of the loans is 5.752%.  The weighted average
FICO credit score for the group is 750. Second homes constitute
9.56%, and there are no investor-occupied properties.  Rate/term
and cashout refinances represent 34.69% and 26.06%, respectively,
of the group 1 mortgage loans.  The states that represent the
largest geographic concentration of mortgaged properties are
California (49.71%) and Florida (7.14%).  All other states
constitute fewer than 5% of properties in the group.

The group 2 collateral consists of 313 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with original WAM ranging
from 120 to 180 months.  The weighted average OLTV for the
mortgage loans in the pool is approximately 59.90%.  The average
balance of the mortgage loans is $551,677, and the WAC of the
loans is 5.306%.  The weighted average FICO credit score for the
group is 746.  Second homes constitute 12.48%, and there are no
investor-occupied properties. Rate/term and cashout refinances
represent 39.70% and 30.68%, respectively, of the group 2 mortgage
loans.

The states that represent the largest geographic concentration of
mortgaged properties are California (34.80%), Florida (15.59%),
Texas (5.23%), and Virginia (5.01%).  All other states constitute
fewer than 5% of properties in the group.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
see the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' dated May 1, 2003, available on
the Fitch Ratings web site at http://www.fitchratings.com/  

Banc of America Mortgage Securities, Inc., deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as two
separate real estate mortgage investment conduits.  Wells Fargo
Bank, National Association will act as trustee.


BELTON FOODS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Belton Foods, L.P.
        dba Burger King
        6806 Bee Caves Road, Suite 1A
        Austin, Texas 78746

Bankruptcy Case No.: 05-13098

Type of Business: The Debtor is a Burger King franchisee.  The
                  Debtor's affiliate -- Triking, LLC -- filed for
                  chapter 11 protection on February 18, 2005, and
                  its case is pending before the Hon. Frank R.
                  Monroe (Bankr. W.D. Tex. Case No. 05-10865).

Chapter 11 Petition Date: May 27, 2005

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Stephen W. Sather, Esq.
                  Barron & Newburger, P.C.
                  1212 Guadalupe, Suite 104
                  Austin, Texas 78701
                  Tel: (512) 476-9103 Ext. 220
                  Fax: (512) 476-9253

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Textron Financial Corp.       Loan                    $1,001,414
Attn: Bill Walton
4545 S. Wendler Dr., #109
Tempe, AZ 85282

Burger King Corporation       Franchise Fees             $94,460
Attn: W. Barry Blum
5505 Blue Lagoon Drive
Miami, FL 33126

Texas State Comptroller       Taxes                      $21,193
111 E. 17th Street
Austin, Texas 78744-0100

MBM Distribution              Services                   $19,483
P.O. Box 841170
Dallas, TX 75284

TXU Energy                    Services                    $6,181
P. O. Box 100001
Dallas, TX 75310

BELCO Signs, Inc.             Trade debt                  $3,079
217 East Cox Drive
Harker Heights, TX 76548

TXU Gas                       Services                    $1,813
P.O. Box 650654
Dallas, TX 75265

Bigham Kliewer Chapman &      Insurance                   $1,700
Watts
P.O. Box 996
Killeen, TX 76540

TCF Express Leasing           Services                    $1,629
11100 Wayzata Boulevard,
Suite 801
Minnetonka, MN 55305

Brown, Smith, Wallace         Trade debt                  $1,256
104 North Main Street
Saint Charles, MO 63301

Carl Moore                    Appraisal                   $1,081
Chief Appraiser
P.O. Box 390
Belton, TX 76513

Verizon Southwest             Services                    $1,052
P.O. Box 920041
Dallas, TX 75392

Commercial Kitchen            Services                      $964
1377 North Brazos
San Antonio, TX 78207

City of Belton                Services                      $822
P.O. Box 120
Belton, TX 76513-0120

Dynamic Designs               Services                      $655
2100 East Stan Schulueter
Loop, Suite F
Killeen, TX 76542

Atmos Energy                  Services                      $629
P.O. Box 650654
Dallas, TX 75265

Texas Wired Music, Inc.       Services                      $528
dba Muzak of Austin
P.O. Box 117
San Antonio, TX 78291

Stainless, Inc.               Consumer debt                 $482
One Stainless Plaza
Deerfield Beach, FL 33441

Franke Commercial Systems     Services                      $452
135 South LaSalle,
Department 8007
Chicago, IL 60674

Hernandez Plumbing Co.        Services                      $445
210 North 21st Street
Temple, TX 76504


CALIFORNIA EDUCATIONAL: Moody's Hold $13.44M Bonds' Ba1 Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating on the
$13.44 million Pooled College and University Projects, Series
1998A Revenue Bonds issued by the California Educational
Facilities Authority.  The outlook is revised to stable from
negative based on the improvement in our credit assessment of Holy
Names College.

Moody's rating is based on a blended assessment of:

   * California College of the Arts,
   * Western University of Health Sciences,
   * Holy Names,
   * California Lutheran College, and
   * San Francisco Art Institute.

Moody's considered:

   * the relative share of each participant in the remaining bond
     maturities of the pool;

   * the participants' underlying credit quality; and

   * the corresponding expected loss (default frequency times loss
     severity) for their rating categories.

The rating agency then calculated a weighted average of the
expected loss of all pool participants, and assign an overall pool
rating that corresponds to the weighted average expected loss.  
San Francisco Art Institute and California Lutheran have advanced
refunded their obligation, so Moody's incorporate a stronger
creditworthiness through the scheduled call date of July 1, 2008
to reflect the strength of the supported escrowed securities.

The participants have obligations to the pool for only their own
pro rata share of the total debt service, and there are separate
portions of the debt service reserve fund covering each
participant, with no joint reserve fund.  There is no credit
support at the pool level, such as over-collateralization or a
shared reserve fund.

Participant: California College of the Arts

   * Percentage of Pool: 52%
   
   * Rating: Baa3

   * Outlook: Stable

   * Last report date: April 14, 2005

Participant: Western University of Health Sciences

   * Percentage of Pool: 20%

   * Rating: Baa2

   * Outlook: Stable

   * Last report date: September 6, 2002

Participant: Holy Names College

   * Percentage of Pool: 22%

   * Rating: Not Rated

Moody's has revised the outlook on Holy Names College (not rated)
to stable from negative.  The change in our outlook reflects the
improved market and operating position of the College.  Holy Names
College is a small college with a regional student draw located in
the greater San Francisco Bay Area in the Oakland Hills.  Total
enrollment has grown to 816 students in 2004.  This is up from a
low of 662 in1998 when enrollment dropped after the College lost
its contract with Kaiser Hospital to provide distance learning for
nurses.  Approximately 63% full-time equivalent students are
undergraduates, with the remaining students in non-traditional
programs including graduate- level teacher training, weekend
college and evening school.

Moody's believes Holy Names College's financial position has
improved but remains weak, with low financial reserve and
liquidity levels.  Over the last decade, the College has run
significant operating deficits, however, there has been notable
improvement with an operating margin of -0.5% in 2004 from -24.3%
in 1999.  The three year average operating margin is -7.1%.  The
College is tuition dependant with 68% of operating revenue from
tuition.  Net tuition per student is low at $10,971, but has grown
at a healthy rate over recent years, increasing 25% since 2000.

Holy Name's financial resource levels are very low, with only
$6.3 million in cash and investments.  Total financial resources
are a slim $1.9 million, which covers $8.8 million direct debt
0.2 times.  In addition, the college has an indirect liability of
$3.4 note to the Sisters' of Holy Names.

Outlook

The outlook is revised to stable from negative based on the
improvement in our credit assessment of Holy Names College.

What Could Change the Rating - Up/Down

Because our ratings are based on the overall credit quality of
each pool, there are likely to be rating changes as the mix of
credit quality in the pool changes over time.  These changes are
based not only on upgrades and downgrades of the individual
participants, but also on changes over time in the participants'
relative share of the debt obligation, due to both scheduled
maturities and refundings.


CATHOLIC CHURCH: Portland Wants to Disclose 19 Confidential Claims
------------------------------------------------------------------
The Archdiocese of Portland in Oregon seeks authority from the
U.S. Bankruptcy Court for the District of Oregon to disclose 19
confidential proofs of claim to certain additional parties.

The Court's Bar Date Order dated January 3, 2005, provides, in
part, for proofs of claim based on child abuse or knowingly
allowing, permitting, or encouraging child abuse, to be filed
confidentially by Portland's claims agent.  The claims would be
designated as "Unknown/Confidential" together with the claim
amount if an amount were listed in the proof of claim.  No other
information was to be placed in the creditor record.  These proofs
of claim were to be segregated by Portland's claims agent and kept
under seal to maintain confidentiality until further court order.

Thomas W. Stilley, Esq., at Sussman Shank LLP, relates that on
April 7, 2005, the Archdiocese's counsel met informally with
counsel for the Tort Claimant's Committee to preview the
Archdiocese's settlement offer to resolve the Property Adversary
Proceeding and which sets forth a framework to resolve many
remaining issues in the entire bankruptcy case, with the
expectation that constructive negotiations could lead to a
consensual Chapter 11 plan.

On April 12, 2005, the Archdiocese' counsel formally submitted to
the Tort Committee's attorney the written proposal they had
previously discussed.  The Tort Committee did not respond to the
proposal, which has now expired by its terms.  Subsequently, the
Archdiocese asked the Court to abate the Adversary Proceeding,
appoint a settlement judge, and order the parties to meaningfully
participate in judicially supervised mediation proceedings.

Portland's rationale for filing the Mediation Motion is simple,
Mr. Stilley says.  The estate's assets would be better utilized
and preserved if the parties to the Property Adversary Proceeding
directed their efforts towards settling the Adversary Proceeding
with the goal of formulating a consensual plan of reorganization,
rather than continuing to litigate extremely complicated issues
that are costing the estate hundreds of thousands of dollars each
month with a final resolution of those issues not anticipated to
occur for many months, if not years, in the future.

Portland further believes that a settlement of the major issues in
the Chapter 11 case will hasten distribution to creditors,
minimize administrative expenses, and permit a relatively prompt
exit from Chapter 11.

At the same time, if the Tort Committee is inhibited from
effectively evaluating Portland's proposal, in part, because it
cannot estimate the likely value of the tort claims, the
settlement process will be unduly delayed, inefficient, and will
not produce the results desired by the Archdiocese.

Portland believes that it would be in the best interest of the
estate to permit the Tort Committee's attorney, the counsel for
the individual committee members, the Future Claimants
Representative, and any alleged co-defendants that are implicated
in the claims, to have access to the confidential proofs of claim
for the sole purpose of making a preliminary assessment of the
validity of the claims, Portland's liability for the claims, and
the quantum of possible damages.

"This will allow the Tort Claimants Committee and others to
measure the potential claim exposure against the settlement offer
the Archdiocese has made in order to permit settlement discussions
to move forward," Mr. Stilley says.

"The Court can impose whatever safeguards it feels are appropriate
to protect those who have filed claims which were to be
confidential while still allowing those parties to the Chapter 11
case with a 'need to know' access to the information," Mr. Stilley
adds.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic
Church Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Portland Committee Hires Triboro for Fin'l Advice
------------------------------------------------------------------
The Tort Claimants Committee appointed in the Chapter 11 case of
the Archdiocese Portland in Oregon seeks authority from the U.S.
Bankruptcy Court for the District of Oregon to retain Triboro
Capital, Inc., as its financial advisor to provide professional
services with respect to arranging post-confirmation financing for
its plan of reorganization, effective as of April 28, 2005.

Albert N. Kennedy, Esq., at Tonkon Tort LLP, in Portland, Oregon,
relates that since the Tort Committee was formed, it has explored
alternatives available to enable Portland to finance a plan of
reorganization and emerge from bankruptcy.  The Tort Committee
believes that Portland will require a postpetition credit facility
to enable it to promptly fund its obligations to its creditors.  A
postpetition credit facility will provide Portland with liquidity
to immediately satisfy its obligations while allowing it
flexibility in resolving disputes with insurers, identifying
excess property and otherwise raising funds for the satisfaction
of its obligations.

Mr. Kennedy informs the Court that the Tort Committee has worked
with Triboro in identifying and contacting lenders that may be
willing to provide Portland with a postpetition credit facility
sufficient to enable the Archdiocese to satisfy its obligations
and liabilities.  The Tort Committee discloses that Triboro has
identified an asset and investment management firm that is willing
to consider extending a post-confirmation credit facility to
Portland.  According to Mr. Kennedy, the Tort Committee has
requested to engage in discussions with Portland and the potential
lender to explore the development of a plan based on the
availability of exit financing.  However, Portland has declined to
participate in those discussions.

Mr. Kennedy believes that it would be in the best interests for
Portland's estate and its creditors if the Tort Committee
continues to explore the availability of exit financing to fund a
plan of reorganization and enable Portland to emerge from
Chapter 11.  The Tort Committee insists that a plan structured
around a postpetition credit facility may be the best available
alternative to ensure that all of Portland's constituencies are
treated fairly while facilitating an early emergence.

The Tort Committee has requested Triboro to assist it in
identifying, contacting and negotiating with potential lenders.  
Specifically, in connection with an exit financing, Triboro will:

   (a) become familiar with Portland's assets, direct and
       contingent liabilities, sources of income, cash flows,
       financial condition and the reasonableness of any
       financial projections prepared by Portland;

   (b) assess the value of Portland's assets to be used as
       collateral to secure the exit financing;

   (c) review potential sources of repayment for the exit
       financing;

   (d) assist the Committee in preparing an executive summary
       informational offering memorandum to be used to solicit
       funding for the exit financing, with the Committee and
       Triboro agreeing that the IOM will not be used,
       reproduced, disseminated, quoted or referred to at any
       time, in any manner or for any purpose without the prior
       approval of the parties;

   (e) identify potential lenders who might be interested in
       funding the exit financing;

   (f) contact those lenders to determine their level of interest
       in the exit financing;

   (g) solicit proposals from those lenders who have expressed an
       interest in funding the exit financing;

   (h) analyze and advise the Committee with respect to the
       funding proposals submitted by potential lenders to
       finance the exit financing;

   (i) assist the Committee in its discussions and negotiations
       with those lenders who have submitted proposals to fund
       the exit financing; and

   (j) render other financial advisory services as may from time
       to time be agreed upon by the Committee and Triboro.

Triboro will be paid $300 per hour for its financial services.  
The parties have also agreed that the total fee to be paid to
Triboro will not exceed $90,000.

                         Transaction Fee

The parties' Engagement Letter provides that if the exit financing
is consummated by means of a plan of reorganization, which is
accepted by a majority of creditors holding tort claims, then
Triboro will be entitled to a transaction fee, in cash, based on
the total amount committed to the exit financing by the post-
confirmation lender if the exit financing is a committed
syndicated facility.  The Transaction Fee will be the greater of:

   -- $350,000, or

   -- the sum of:

      * 1.00% of the first $50,000,000 of the commitment; plus

      * 0.70% of the next $50,000,000 of the commitment; plus

      * 0.40% of the commitment in excess of $100,000,000.

The Transaction Fee is due and payable on the effective date of a
confirmed plan of reorganization.

In addition, if Triboro has arranged an exit financing, but the
post-confirmation financing is consummated by a credit facility
underwritten by a lender in competition with the exit financing
-- with that lender not identified and contacted -- then Triboro
will be entitled to a $350,000 breakup fee.

If, however, the competing post-confirmation plan is consummated
by a credit facility underwritten by a lender that is identified
and contacted, and either in competition with the exit financing
or under a post-confirmation plan proposed by the Debtor, Triboro
will be entitled to the Transaction Fee.

The Breakup Fee is due and payable on the effective date of a
confirmed plan of reorganization.

The Tort Committee states that Triboro's principal, Steven B.
Atwater, has decades of experience in financial restructurings and
debt placement.  He has a broad understanding and knowledge of
institutions that may be willing to consider extending a credit
facility under the unusual circumstances of the case.

Mr. Atwater assures Judge Perris that Triboro does not represent
an interest materially adverse to Portland's estate and is a
disinterested person within the meaning of Section 101(14) of the
Bankruptcy Code.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic
Church Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CEDU EDUCATION: Interim Trustee Hires George Miller as Accountant
-----------------------------------------------------------------
George L. Miller, the interim chapter 7 Trustee overseeing the
liquidation of CEDU Education Inc. and its debtor-affiliates, asks
the U.S. Bankruptcy Court for the District of Delaware for
permission to employ Miller Coffey Tate LLP as his accountant.

Mr. Miller is a partner at Miller Coffey.

Miller Coffey is expected to:

   a) assist in reporting to the U.S. Trustee regarding the
      financial status of the Debtor;

   b) assist the Trustee in pursuing causes of action for the
      benefit of the estate;

   c) attend meeting with the Trustee as required;

   d) prepare and file necessary tax returns;

   e) provide all other accounting services as may be required by
      the Trustee when necessary;

   f) assist the Trustee in identifying and securing the assets
      and records of the estae and provide forensic and valuation
      services if required concerning property of the estate; and

   g) assist the Trustee in preparatio of Bankruptcy Schedules
      and Statement of Financial Affairs if Trustee is authorized
      to prepare same.

Miller Coffey's professionals will bill the estates based on their
current hourly rates:

            Designation                  Rate
            -----------                  ----
            Partners & Principals    $240 - $365  
            Managers                  200 -  235
            Senior Accountants        155 -  195
            Staff Accountants/         85 -  150
            Paraprofessionals

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

Headquartered in Sandpoint, Idaho, CEDU Education Inc. --
http://www.cedu.com/-- operates schools offering programs for  
troubled teenagers.  The Debtor along with its affiliates filed
for chapter 7 petitions on March 25, 2005 (Bankr. D. Del. Case
Nos. 05-10841 through 05-10865).  Daniel B. Butz, Esq., at             
Morris, Nichols, Arsht & Tunnell represents the Debtors.  When
the Debtor filed for protection from its creditors, it estimated
$10 million in assets and $50 million in debts.


CHARLES WALKER: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Charles Clendell Walker
                P.O. Box 488
                Petal, Mississippi 39465

Involuntary Petition Date: May 27, 2005

Case Number: 05-52372

Chapter: 11

Court: Southern District of Mississippi (Gulfport)

Judge: Edward Gaines

Petitioners' Counsel: Craig M. Geno, Esq.
                      Harris & Gen PLLC
                      P.O. Box 3380
                      Ridgeland, Mississippi 39158-3380
                      Tel: (601) 427-0048
                      Fax: (601) 427-0050
                      
                         -- and --

                      Christopher Fuller
                      4612 Ridge Oak Drive
                      Austin, Texas 78731
                      Tel: (512) 470-9544
                      Fax: (512) 374-0957                      
         
  Petitioners              Nature of Claim       Amount of Claim
  -----------              ---------------       ---------------
  Chilhowee Trailers       Judgment for Fraud           $890,000
  Sales, Inc.
  P.O. Box 236
  Alcoa, TN 37701

  Robert Loiseau,                                       $500,000
  Special Deputy Receiver
  2508 Ashley Worth Blvd.
  Austin, TX 78738


COMDIAL CORP: Gets Interim OK on DIP Loan & Cash Collateral Use
---------------------------------------------------------------
The U.S. Bankruptcy for the District of Delaware gave Comdial
Corporation and its debtor-affiliates interim authority:

   a) to obtain postpetition financing by entering into a DIP
      Loan Agreement with Dialcom Acquisition LLC;

   b) to use the cash collateral securing repayment of prepetition
      obligations to the prepetition Secured Creditors; and

   c) to grant adequate protection to Dialcom Acquisition and the
      pre-petition Secured Creditors and modify the automatic stay
      under Section 362 of the Bankruptcy Code.

                        Prepetition Debt,
               Use of Cash Collateral & DIP Loan

The Debtors owe $15,300,000, including interest and other expenses
chargeable to the Debtors under so-called 2002 Placement Notes and
Winfield Notes to the Secured Creditors.  

The Debtors will use the Secured Creditors' Cash Collateral and
Dialcom Acquisition's DIP Loan to preserve the value of their
assets and businesses, fund post-petition operation of their
businesses and minimize the disruption of the Debtors as a going
concern.

                 DIP Loan, Adequate Protection
             & Modification of the Automatic Stay

The Bankruptcy Court authorizes the Debtors to obtain up to
$1,300,000 under the DIP Loan Agreement with Dialcom Acquisition.  
The pre-petition Secured Creditors have consented to the Debtors'
use of the Cash Collateral.  The proceeds of the DIP Loan and the
proceeds of the Cash Collateral will be used in accordance with a
12-week Budget covering the period from May 27, to Aug. 19, 2005.  

A full-text copy of the Budget is available at no charge at:

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

To adequately protect its interests, Dialcom Acquisition is
granted a junior lien and perfected first priority, senior priming
lien on all of the Debtors' post-petition assets and property.

To adequately protect their interests, the pre-petition Secured
Creditors are granted a continuing, additional and replacement
lien and security interest in all of the Debtors' post-petition
property.

The Court orders that the automatic stay provisions of Section 362
of the Bankruptcy Code are lifted and terminated with regards
Dialcom Acquisition to the extent necessary to implement the
provisions of the Interim DIP Financing Order and the DIP Loan
Agreement.

The Court will convene a hearing at 2:00 p.m., on June 20, 2005,
to consider the Debtors' request for a final order approving the
DIP Loan and allowing permanent use of the Cash Collateral.

Headquartered in Sarasota, Florida, Comdial Corporation --
http://www.comdial.com/-- and its affiliates develop and market  
sophisticated communications products and advanced phone systems
for small and medium-sized enterprises.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 26, 2005
(Bankr. D. Del. Case No. 05-11492).  Jason M. Madron, Esq., and
John Henry Knight, Esq., at Richards, Layton & Finger, P.A.,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
total assets of $30,379,000 and total debts of $35,420,000.


COMDIAL CORP: Wants to Hire Traxi LLC as Financial Advisors
-----------------------------------------------------------
Comdial Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Traxi, LLC, as their financial advisors.

Traxi LLC is expected to:

   a) analyze and make recommendations to the Debtors with respect
      to offers from potential purchasers for the Debtors' assets
      and provide financial analysis related to the asset sale;

   b) review all financial information prepared by the Debtors,
      including financial statements and monitor the Debtors'
      activities regarding cash expenditures, receivables
      collection, asset sales and projected cash requirements;

   c) provide financial analyses in the preparation of any
      business plans, cash flows, asset sales and plans of
      reorganizations and accompanying disclosure statements;

   d) provide assistance in communications with the Bankruptcy
      Court and the U.S. Trustee, and attend meetings with the
      creditors committee, secured creditors, their counsel and
      consultants, and federal and state authorities;

   e) review the Debtors' periodic operating and cash flow
      statements, the Debtors' books and records, and proposed
      transactions for which the Debtors seek Court approval; and

   f) provide all other financial advisory and consulting services
      as may be requested by the Debtors and their counsel in
      their chapter 11 cases.

Perry M. Mandarino, a Unit Holder at Traxi LLC, discloses that the
Firm received a $50,000 retainer and will be paid $50,000 per
month.

Mr. Mandarino reports Traxi LLC's professionals bill:

    Designation                      Hourly Rate
    ------------                     -----------   
    Partners/Managing Directors      $400 - $550
    Managers/Directors               $275 - $400
    Analysts/Associates              $125 - $275

Traxi LLC assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

Headquartered in Sarasota, Florida, Comdial Corporation --
http://www.comdial.com/-- and its affiliates develop and market  
sophisticated communications products and advanced phone systems
for small and medium-sized enterprises.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 26, 2005
(Bankr. D. Del. Case No. 05-11492).  Jason M. Madron, Esq., and
John Henry Knight, Esq., at Richards, Layton & Finger, P.A.,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
total assets of $30,379,000 and total debts of $35,420,000.


COMDIAL CORP: Employs Delaware Claims as Claims & Noticing Agent
----------------------------------------------------------------
Comdial Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Delaware Claims Agency, LLC, as their claims and noticing
agent.

Delaware Claims is expected to:

   (a) establish an address to which all proofs of claim should be
       directed for filing:

            Delaware Claims Agency, LLC
            P.O. Box 515
            Wilmington, DE 19899

   (b) relieve the Clerk of the Bankruptcy Court of its
       responsibility for all noticing required under any
       applicable Federal Rule of Bankruptcy Procedure relating to
       the institution of a claims bar date and the processing of
       claims;

   (c) satisfy the Court at any time that Firm has the capability
       to notice, docket and maintain proofs of claims efficiently
       and effectively;

   (d) furnish a notice of bar date approved by the Court for the
       filing of a proof of claim and a form for filing a proof of
       claim to each party notified of the filing;

   (e) furnish service to creditors of any required notices,
       including notice of the meeting of creditors and notice of
       the time fixed for filing proofs of claim;

   (f) file with the Clerk's office a certificate of service, as
       soon as practicable, after each service, which includes a
       copy of the notice served, a alphabetical list of persons
       to whom it was mailed and the date the notice was mailed;

   (g) receive, docket, maintain, photocopy, and transmit all
       proofs of claim filed;

   (h) maintain the original proofs of claim in correct number
       order in an environmentally secure area and protect the
       integrity of these original documents from theft and
       alteration;

   (i) be open to the public for examination of the original
       proofs of claim without charge during regular business
       hours;

   (j) make all original documents available to the Clerk's Office
       on an expedited, immediate basis;

   (k) maintain a proof of claim docket in sequential order, which
       specifies:

       1. the claim number,

       2. the date the proof of claim was received,

       3. the name and address of the claimant and the agent, if
          any, that filed the proof of claim,

       4. the amount of the claim, and

       5. the classifications of the claim

   (l) transmit to the Clerk's Office a copy of the Claims
       Register on a monthly basis, unless requested in writing by
       the Clerk's Office on a more or less frequent basis;

   (m) maintain an up-to-date mailing list for all entities that
       have filed a proof of claim, which will be available upon
       request of a party-in-interest or the Clerk's Office,
       provided that a party-in-interest other than the Clerk's
       Office may be required to pay a reasonable charge for the
       list;

   (n) record all transfers of claims and provide notice of the
       transfer as required by Rule 3001(e);

   (o) comply with applicable state, municipal and local laws and
       rules, orders, regulations and requirements of federal
       government departments and bureaus; and

   (p) promptly comply with further conditions and requirements as
       the Clerk's Office may prescribe.

Additionally, Delaware Claims will be:

   (a) assisting the Debtors with the process of objecting to
       proofs of claims, including providing notice of objections
       and tracking allowances and disallowances of claims based
       on court orders;

   (b) providing all services necessary with respect to the
       preparation, mailing and tabulation of ballots with respect
       to the Debtors' plan of reorganization of liquidation;

   (c) providing the requisite notices throughout these chapter 11
       cases; and

   (d) providing other administrative services that may be
       requested by the Debtors.

Joseph L. King, the Vice President of Delaware Claims, disclosed
that Delaware Claims' professionals bill:

      Designation                        Hourly Rate
      -----------                        -----------
      Senior Consultants                     $130
      Technical Consultants                  $115
      Associate Consultants                  $100
      Processors & Coordinators               $50

Delaware Claims does not consider itself to be a "professional"
for purposes of the U.S. Bankruptcy Code.  As a result and in
order to reduce expenses related to Delaware Claims' retention,
the Debtors propose that fees and expenses of Delaware Claims
incurred in the performance of its services are to be treated as
an administrative expense.  The Debtors will pay Delaware Claims
upon receipt of a reasonably detailed invoice without the
necessity of Delaware Claims filing formal interim or final fee
applications or otherwise complying with the monthly, quarterly or
final compensation procedures applicable to professionals.

The Debtors believe that Delaware Claims is disinterested as that
term is defined in Section 101(14) of the U.S. Bankruptcy Code.

Headquartered in Sarasota, Florida, Comdial Corporation --
http://www.comdial.com/-- develops and markets sophisticated  
communications products and advanced phone systems for small and
medium-sized enterprises.  The Company and eight of its affiliates
filed voluntary chapter 11 petitions on May 26, 2005 (Bankr. D.
Del. Case Nos. 05-11492 through 05-11500).  Jason M. Madron, Esq.,
and John Henry Knight, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$30,379,000 in total assets and $35,420,000 in total debts.


CORNELL COMPANIES: Poor Performance Prompts S&P to Lower Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
corrections, treatment, and educational services provider
Cornell Companies Inc., including its corporate credit rating to
'B-' from 'B'.

At the same time, the ratings were removed from CreditWatch with
negative implications, where they were placed March 14, 2005,
following increased concerns about the company's credit profile
amid management turnover, including the company's financial and
strategic direction, and proxy battle with a 15% shareholder.  The
outlook is negative.  At March 31, 2005, the Houston, Texas-based
firm had approximately $286 million debt outstanding.

"The downgrade reflects Cornell's weakened operating and financial
performance, and the expectation that the company's credit
measures will remain below our prior expectations," said Standard
& Poor's credit analyst Mark Salierno.

In addition, despite the recent agreement to settle the proxy
battle and related litigation with Pirate Capital LLC (to nominate
a new slate of members to the company's board of directors), new
management's decision to focus on increasing shareholder value has
heightened the company's overall risk profile.  It also reflects
Standard & Poor's concern with the cohesiveness of the newly
comprised board, and whether or not it will provide effective
oversight to management as it implements Cornell's turnaround
strategy.


CYCLELOGIC INC: Court Extends Entry of Final Decree to August 9
---------------------------------------------------------------
The Honorable Peter J. Walsh of U.S. Bankruptcy Court for the
District of Delaware delayed the automatic entry of a final decree
in CycleLogic, Inc.'s chapter 11 case to August 9, 2005.  The
deadline for the filing a final report and accounting is also
extended to July 8, 2005.

Ana Maria Lozano-Stickley, the liquidation trustee for the
liquidation trust created under the Debtor's Plan of Liquidation,
sought the extension.  The Liquidating Trustee says she needs more
time to prosecute or resolve pending claim objections, avoidance
actions and other matters before she can give a final report.

Headquartered in Miami, Florida, CycleLogic, Inc., was an Internet
media company and wireless software provider. The Company filed
for chapter 11 protection on December 23, 2003 (Bankr. Del. Case
No. 03-13881). Joseph A. Malfitano, Esq., at Young, Conaway,
Stargatt & Taylor represents the Debtor.  When the Company filed
for protection from its creditors, it listed assets of more than
$100 million and debts of over $10 million.


DAN REYNOLDS: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Dan W. & Ruth J. Reynolds
        dba Dan Reynolds Farms
        1171 North 3700 East
        Ashton, Idaho 83420

Bankruptcy Case No.: 05-41160

Chapter 11 Petition Date: May 27, 2005

Court: District of Idaho (Pocatello)

Judge: Jim D. Pappas

Debtor's Counsel: Brent T. Robinson, Esq.
                  Ling, Robinson & Walker
                  615 H Street, P.O. Box 396
                  Rupert, Idaho 83350
                  Tel: (208) 436-4717
                  Fax: (208) 436-6804

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 4 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
U.S. Bank Card Services       Misc. Business             $19,011
P.O. Box 790408               and Personal
St. Louis, MO 63179-0408      Expenses

Chase Card Services           Misc. Business             $13,113
P.O. Box 52188                and Personal
Phoenix, AZ 85072-2188        Expenses

Bank of America               Misc. Business              $9,252
Credit Card Services          and Personal
P.O. Box 5270                 Expenses
Carol Stream, IL 60197-5270

Discover Card                 Misc. Business              $9,061
P.O. Box 15265                and Personal
Wilmington, DE 19886-5255     Expenses


DOCTORS HOSPITAL: Wants to Buy Medical Equipment from GE for $1.4M
------------------------------------------------------------------
Doctors Hospital 1997, LP, asks the U.S. Bankruptcy Court for the
Southern District of Texas, Houston Division, for permission to
spend $1,400,950 to buy some medical equipment from GE Capital
Corporation.  

The Debtor is buying:

     a) all of GE Capital's assets currently located at Bellaire
        Medical Center in Houston, Texas (except for certain
        supplies);

     b) a GE Legacy Advantx RF, including all associated software,
        accessories and related equipment integral to the medical
        imaging device's operation; and
      
     c) a GE Logiq 700 Expert Ultrasound Scanner, including all
        associated software, accessories and related equipment
        integral to its operation.

The Debtor will finance the equipment purchase under two new
agreements with:

     a) GE HFS Holdings, Inc., in the form of a secured revolving
        credit facility, up to an aggregate amount of $10 million;
        and

     b) Bruckmann, Rosser, Sherrill & Co., L.P., in the form of a
        $865,000 secured term loan.  

A hearing on the Debtor's purchase motion is scheduled tomorrow,
June 1, 2005, 3:30 p.m. at Courtroom 600, 515 Rusk Avenue,
Houston, Texas.

Headquartered in Houston, Texas, Doctors Hospital 1997 LP, dba
Doctors Hospital Parkway-Tidwell, operates a 101-bed hospital
located in Tidwell, Houston, and a 152-bed hospital located in
West Parker Road, Houston.  The Company filed for chapter 11
protection on April 6, 2005 (Bankr. S.D. Tex. Case No. 05-35291).
James M. Vaughn, Esq., at Porter & Hedges, L.L.P., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$41,643,252 and total debts of $66,306,939.


DORAL FINANCIAL: Fitch Lowers Senior Debt Rating to BB+
-------------------------------------------------------
Fitch Ratings lowered Doral Financial Corporation's senior debt
rating to 'BB+'.  The ratings also remain on Rating Watch Negative
by Fitch.  A list of ratings is provided at the end of this
release.

The rating action is in response to Doral's announcement that it
is not in compliance with covenants in two bond indentures
relating to the timely filing of financial statements due to the
delay in the restatement of its financials.  The inability to make
timely filing of financial statements follows the company's
announcement on April 19, 2005 that it was not properly valuing
its portfolio of interest-only securities.  The indentures
governing two existing debt securities total approximately $1
billion.  Presently, either the trustee or 25% of the noteholders
could present the company with a notice of default and force an
acceleration of payment if the technical default is not cured.  
The technical default under the indenture allows for a 60 and a
90-day period in which to cure the default.

Moreover, Doral could also be in violation of other credit
agreements if it is not able to provide timely financial
statements. Incorporated in Fitch's action is the likelihood that
Doral receives waivers from all necessary creditors should the
need arise. Fitch's original expectations were for the timely
resolution of the financial restatements prior to any prospect of
technical default arising on its obligations. In addition, there
remain additional risks of increased regulatory scrutiny and
litigation, event risk, as well as the continuing uncertainty
regarding the ultimate accounting charge. In recognition of these
heightened risks, Fitch has lowered the ratings of Doral and its
subsidiary bank.

Resolution of the Negative Watch status will follow the
restatement of financials, the status of Doral's compliance with
obligations under indentures and other major credit facilities,
review of actions taken to address internal control and risk
management deficiencies, and Doral's prospects in light of these
factors.

Fitch has lowered the following ratings and kept them on Rating
Watch Negative:

   Doral Financial Corporation

    -- Long-term senior unsecured to 'BB+' from 'BBB';
    -- Short-term to 'B' from 'F2';
    -- Individual to 'C/D' from 'B/C';
    -- Preferred stock to 'BB-' from 'BB+'.

   Doral Bank

    -- L-T deposit obligations to 'BBB' from 'BBB+';
    -- L-T non-deposit obligations to 'BBB-' from 'BBB';
    -- S-T deposit obligations to 'F3' from 'F2';
    -- S-T non-deposit obligations to 'F3' from 'F2';
    -- Individual 'C'.

   Ratings affirmed by Fitch:

   Doral Financial Corporation

    -- Support '5'.

   Doral Bank

    -- Support '5'.


ELDON HOFFMAN: Wants to Retain Alain Pinel Realtors as Broker
-------------------------------------------------------------
Eldon R. Hoffman asks the Hon. Alan Jaroslovsky of the U.S.
Bankruptcy Court for the Northern District of California for
permission to retain Alain Pinel Realtors, as his real estate
broker.  

Alain Pinel is expected to sell the Debtor's house and lot located
at 21048 Bank Mill Road in Saratoga, California.  The asking price
is $2,595,000.  

Prior to filing for chapter 11 protection, the debtor had this
property listed for sale with Alain Pinel Realtors.  The Debtor
says that Alain Pinel is a prominent South Bay residential real
estate brokerage firm specializing in luxury residential
properties.  Jeanne L. Kirkland of that firm will continue to act
as the lead broker.  

Alain Pinel Realtors will be paid a 5% commission on the gross
proceeds from any successful sale transaction.  If another real
estate broker is involved, the 5% commission will be split equally
between them.

Alain Pinel Realtors is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Ross, California, Eldon R. Hoffman is the founder
and CEO of Any Mountain Ltd., which filed for chapter 11
protection on Dec. 23, 2004 (Bankr. N.D. Calif. Case No. 04-12989)
with the Honorable Alan Jaroslovsky presiding.  The Debtor filed
for bankruptcy protection on May 13, 2005 (Bankr. N.D. Calif. Case
No. 05-11174).  John H. MacConaghy Law Offices of John H.
MacConaghy represents the Debtor.  When the Debtor filed for
protection from its creditors, he listed $11,986,192, in total
assets and $10,173,593, in total debts.


ENVIRONMENTAL TRUST: Hires Solomon Ward as Bankruptcy Counsel
-------------------------------------------------------------
The Environmental Trust, Inc., sought and obtained permission from
the U.S. Bankruptcy Court for the Southern District of California
to retain Solomon Ward Seidenwurm & Smith, LLP, as counsel during
its chapter 11 proceeding.

Michael D. Breslauer, Esq., a partner at Solomon Ward, will be the
lead attorney in the Debtor's case.  Mr. Breslauer currently bills
for his professional services at $320 per hour.

Elizabeth Mitchell, Esq., and Sarah Ball will assist Mr. Breslauer
in handling the Debtor's chapter 11 case.  Ms. Mitchell bills at
$215 an hour and Ms. Ball charges at $125 per hour.

The attorneys from Solomon Ward are expected to:

   a) advise and assist the Debtor with respect to compliance
      with the requirements of the U.S. Trustee;

   b) advise the Debtor regarding matters of bankruptcy law,
      including the rights and remedies of the Debtor with respect
      to its assets and claims of creditors;

   c) represent the Debtor in any proceedings or hearings in the
      Bankruptcy Court and in any action where the Debtor's
      rights may be litigated or affected;

   d) conduct examinations of witnesses, claimants, or adverse
      parties and prepare and assist in the preparation of
      reports, accounts, and pleadings related to this case;

   e) advise the Debtor concerning the requirements of the
      Bankruptcy Code and applicable rules;

   f) assist the Debtor in the formulation and confirmation of a
      chapter 11 plan;

   g) make any court appearance on behalf of the Debtor; and
      
   h) do other services as required by the Debtor in this case.

The Debtor paid Solomon Ward a $100,000 retainer.

To the best of the Debtor's knowledge, Solomon Ward is a
"disinterested person" as that term is defined Section 101(14) of
the Bankruptcy Code.

Headquartered in San Diego, Calif., The Environmental Trust, Inc.,
filed for chapter 11 protection on Mar. 23, 2005 (Bankr. S.D.
Calif. Case No. 05-02321).  When the Debtor filed for protection
from its creditors, it listed $1 million to $10 million in assets
and $10 million to $50 million in debts.


EQI FINANCING: Fitch Affirms BB Rating on $10M Class C Bonds
------------------------------------------------------------
Fitch Ratings affirms EQI Financing Partnership I, L.P. commercial
mortgage bonds, series 1997-1, as follows:

    -- $44.9 million class B bonds at 'A-'; and
    -- $10 million class C bonds at 'BB'.

The affirmations are due to the continued amortization, from
scheduled mortgage payments.  As of the April 2005 distribution
date, the overall deal balance had been reduced by 37.7% to
$54.9 million from $88 million at issuance.  The Fitch stressed
debt service coverage ratio for the year-end 2004 was 1.71 times
(x).  Fitch adjusted net cash flow increased 4.5% over YE 2003.  
In addition, both the weighted average occupancy and revenue per
available room for YE 2004 improved over YE 2003.  Despite
improvement in 2004, the portfolio's operating performance remains
28% lower than issuance.

In 2004, several of the properties underwent significant
renovations causing rooms to be offline.  As a result, operations
at these properties declined from prior periods due to decreased
occupancies; room revenue declines and increased expenses.  For
comparative purposes, Fitch adjusted the NCF's at these properties
by normalizing revenues and excluding servicer reported
nonrecurring expenses.

The bonds are secured by cross-collateralized and cross-defaulted
first mortgages on 18 hotel properties.  Since issuance, five
properties have been released at 125% of allocated loan balances.  
There are 14 Hampton Inns, two Holiday Inns, one Residence Inn and
one Comfort Inn.  The properties are owned by the issuer, a
bankruptcy remote special-purpose entity and a wholly owned
subsidiary of Equity Inns, Inc., a publicly traded real estate
investment trust.


FALCON PRODUCTS: Taps Keightley & Ashner as Special ERISA Counsel
-----------------------------------------------------------------
Falcon Products, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Missouri for
authority to employ Keightley & Ashner LLP as their special
counsel, nunc pro tunc to April 27, 2005.

Keightley & Ashner will advise and assist the Debtors in
determining the appropriate treatment of the Plans under the
Employee Retirement Income Security Act.

James J. Keightley, Esq., a member of Keightley & Ashner,
disclosed that Keightley & Ashner's professionals bill:

      Professional                  Hourly Rate
      ------------                  -----------
      James J. Keightley                $500
      Harold J. Ashner                  $450
      William G. Breyer                 $450

The Debtors believe that Keightley & Ashner is disinterested as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

Headquartered in Saint Louis, Missouri, Falcon Products, Inc. --
http://www.falconproducts.com/-- designs, manufactures, and  
markets an extensive line of furniture for the food service,
hospitality and lodging, office, healthcare and education segments
of the commercial furniture market.  The Debtor and its eight
debtor-affiliates filed for chapter 11 protection on January 31,
2005 (Bankr. E.D. Mo. Lead Case No. 05-41108).  Brian Wade
Hockett, Esq., and Mark V. Bossi, Esq., at Thompson Coburn LLP
represent the debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$264,042,000 in assets and $252,027,000 in debts.


FALCON PRODUCTS: Wants to Reject Two Showroom Leases & Azusa Lease
------------------------------------------------------------------
Falcon Products, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Missouri for
authority to reject:

    (i) its Los Angeles and New York Showroom Leases effective as
        of June 1, 2005, and

   (ii) a so-called Azusa Lease as of April 27, 2005.

                           Background

On May 2, 2005, the Debtors announced a company-wide,
comprehensive plan to further strengthen their market position by
consolidating operations and eliminating redundancies.  The
Consolidation Plan is designed to increase the Debtors'
responsiveness to customers, add value through reduced costs and
reliability and improve efficiency and financial performance.  The
Consolidation Plan is also intended to create opportunities for
many of the Debtors' constituencies.

By consolidating their operating personnel in Morristown, the
Debtors believe they can provide better, faster service to their
customers.  The Debtors also believe they will realize sizable
benefits that come from the centralization of four customer
centered functions:

      -- price quoting,
      -- customer and field service,
      -- purchasing and supply chain management, and
      -- billing and accounts payable.

These benefits will be economic in nature and the Debtors expect
them to provide measurable, enhanced customer satisfaction that in
turn should lead to increased market share.

                       Closing Three Facilities

The Debtors want to close two showrooms that they use to display
their furniture products.  Specifically, the Debtors have
determined that it is in their best interests to reject the leases
for these facilities:

A.  The Los Angeles Showroom

On November 13, 2000, Shelby Williams entered into a Lease
Agreement with Pacific Design Center 1, LLC.  Shelby Williams
leased from PDC Showroom B274 on the second floor of Building Blue
of the Pacific Design Center, a building located at 8687 Melrose
Avenue, West Hollywood, California.  The Los Angeles Lease
commenced on January 1, 2001 and is scheduled to expire on
December 31, 2005.

B.  The New York Showroom

On December 1, 2000, Shelby Williams entered into an Agreement of
Lease with 150 East 58th Street LLC.  Shelby Williams leased from
150 East 58th Street Suite A on the third floor of The A&D
Building, a building located at 150 East 58th Street, in New York,
New York.  The New York Lease commenced on December 1, 2000 and is
scheduled to expire on November 30, 2005.

C.  The Azusa Lease

The Debtors have elected to relocate their fiberglass booth
production from a facility in Azusa, California, to their
Tennessee plants.  Accordingly, the Debtors have determined that
it is in their best interests to reject the lease for the premises
at which their fiberglass booth production operations were based.

The Azusa Lease was entered into between Falcon and ACR
Investments, Inc., on October 31, 2004.  Under the terms of the
Azusa Lease, Falcon agreed to lease 400-410-412 South Irwindale
Avenue Azusa, California.  The Azusa Lease commenced on Nov. 1,
2004 and expired on April 30, 2005.

Falcon gave ACR notice of its intention to reject the Azusa Lease
by sending to ACR via overnight mail, and to ACR's attorney via
facsimile, in a letter dated April 27, 2005.  The Rejection
Notification Letter informed ACR that Falcon had elected to reject
the Azusa Lease as of April 27, 2005.

                  Reasons for Rejecting Leases

Rejection of the Leases will benefit the Debtors and their estates
for these reasons:

   (a) because the Debtors do not plan to continue conducting
       business on any of the leased premises, the Debtors have
       determined that they do not obtain any benefit from said
       locations, and that to continue to be bound by the Leases
       would expose the Debtors to potentially significant
       administrative rent liability.  Thus they have concluded
       that rejecting the Leases is in the best interests of the
       Debtors and their estates;

   (b) rejecting the Leases immediately will benefit the Debtors'
       estates by eliminating unnecessary administrative rent
       accruals and other obligations associated with the Leases;
       and

   (c) rejecting the Leases also will allow the Debtors to focus
       their attention and resources on implementing their
       consolidation plan and reorganizing their operations.

Against this backdrop, the Debtors have determined in the exercise
of their business judgment that the Leases should be rejected.  
Accordingly, the Debtors request that the Court approve the
rejection of the Leases under Section 365(a) of the U.S.
Bankruptcy Code, as a sound exercise of their business judgment.

Headquartered in Saint Louis, Missouri, Falcon Products, Inc. --
http://www.falconproducts.com/-- designs, manufactures, and  
markets an extensive line of furniture for the food service,
hospitality and lodging, office, healthcare and education segments
of the commercial furniture market.  The Debtor and its eight
debtor-affiliates filed for chapter 11 protection on January 31,
2005 (Bankr. E.D. Mo. Lead Case No. 05-41108).  Brian Wade
Hockett, Esq., and Mark V. Bossi, Esq., at Thompson Coburn LLP
represent the debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$264,042,000 in assets and $252,027,000 in debts.


FALCON PRODUCTS: Wants to Reject Faldec Lease & Sign Zim Lease
--------------------------------------------------------------
Falcon Products, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Missouri for
authority to:

   -- reject a lease with Faldec LLC on July 1, 2005, and

   -- enter into a nonresidential real property lease agreement
      with The Zim Company on July 1, 2005.

                          Faldec Lease

The Debtors currently maintain their global headquarters at the
property located at 9387 Dielman Industrial Drive, in Saint Louis,
Missouri, which Falcon leases from Faldec LLC.

Under the terms of Falcon's lease agreement with Faldec, Falcon
pays monthly rent of $71,915 for 68,450 square feet of space.  As
of the bankruptcy petition date, Falcon used the Faldec Property
not only for administrative purposes, but also for support
services, accounting and customer service functions.

Pursuant to an Order Granting Motion For Order Extending The Time
To Assume, Assume And Assign, Or Reject Unexpired Leases Of
Nonresidential Real Property dated April 1, 2005, the Debtors have
through June 30, 2005 to assume, assume and assign, or reject the
Faldec Lease.  If the Debtors do not assume, assume and assign, or
reject the Faldec Lease by June 30, 2005, the Faldec Lease will be
rejected by operation of law on July 1, 2005, pursuant to Section
365(d)(4) of the U.S. Bankruptcy Code.

As part of the Consolidation Plan, the Debtors will be downsizing
their operations in St. Louis.  Specifically, the Consolidation
Plan calls for the relocation of support services, accounting and
customer service functions from Saint Louis to the Morristown
Facility.

Consequently, the Debtors no longer need to maintain a facility as
large as the Faldec Property in Saint Louis and, in turn, will
allow the Faldec Lease to be deemed rejected by operation of law
on July 1, 2005.

                            Zim Lease

Under the Consolidation Plan, the Debtors will maintain their
global headquarters in Saint Louis.  The Debtors' new global
headquarters will be used only for administrative purposes,
including corporate planning and strategy development.

The Debtors have located a property in Saint Louis which they
believe will meet their needs under the Consolidation Plan and
which is available under what the Debtors believe are reasonable,
market rate terms.  Specifically, Falcon has agreed in principle
with Zim to lease the property located at 10650 Gateway Boulevard,
in Saint Louis County, Missouri.

Under the terms of the Zim Lease, Falcon will lease 7,000 square
feet of office and warehouse space in a multi-tenant office and
warehouse building for a term of one year commencing on July 1,
2005, and expiring on June 30, 2006.  Falcon will pay Zim $75,250
in annual fixed rent, payable in equal $6,271 monthly
installments.

Additionally, Falcon will be responsible for paying all utility
charges and common area maintenance charges of $583.33 per month,
and will place a security deposit in the amount of $6,300 with
Zim.  The Zim Lease will provide Falcon with an option for a one
year renewal under the same terms except that the annual fixed
rent will be $78,750, payable in equal monthly installments of
$6,563.

The Debtors believe that the terms of the Zim Lease are reasonable
and the rent is a fair market rate.  In determining that the Zim
Property is suitable for their needs and that the terms under
which the Zim Property is available are reasonable, the Debtors
consulted with two brokers and received pricing information on 10
other locations.

Entering into the Zim Lease is in the best interest of the
Debtors' estates because it will allow the Debtors to lease a
property that suits its need for a global headquarters in Saint
Louis under reasonable terms.  Given the relocation of support
services, accounting and customer service functions from Saint
Louis to the Morristown Facility and the corresponding
reduction in personnel in Saint Louis, there is no need for the
Debtors to lease a premises as large as the Faldec Property.

Moreover, rental payments under the Zim Lease will be
substantially less than those under the Faldec Lease.  
Accordingly, in rejecting the Faldec Lease and entering into the
Zim Lease, the Debtors will be relocating their headquarters to a
property that is both functionally superior and less costly.

Headquartered in Saint Louis, Missouri, Falcon Products, Inc. --
http://www.falconproducts.com/-- designs, manufactures, and  
markets an extensive line of furniture for the food service,
hospitality and lodging, office, healthcare and education segments
of the commercial furniture market.  The Debtor and its eight
debtor-affiliates filed for chapter 11 protection on January 31,
2005 (Bankr. E.D. Mo. Lead Case No. 05-41108).  Brian Wade
Hockett, Esq., and Mark V. Bossi, Esq., at Thompson Coburn LLP
represent the debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$264,042,000 in assets and $252,027,000 in debts.


FARMLAND INDUSTRIES: Liquidating Trust Inks Settlement with IRS
---------------------------------------------------------------
On Dec. 19, 2003, the U.S. Bankruptcy Court for the Western
District of Missouri confirmed Farmland Industries, Inc.'s (nka
FLI, Inc.) Second Amended Joint Plan of Reorganization.  The Plan
called for the liquidation of the Debtor's assets.  FI Liquidating
Trust was established on May 1, 2004, to liquidate the Debtor's
assets and make distributions to creditors.

JP Morgan Trust Company, N.A., was appointed liquidating trustee
for the FI Liquidating Trust.

In Feb. 13, 2004, the U.S. Internal Revenue Service filed a
$9,881,272 claim against Farmland.  The Debtor objected to the
Government's claim.

                       Proposed Compromise

The Liquidating Trustee engaged in arms-length negotiations with
the IRS to calculate the proper amount of the tax agency's claim.

The parties agreed that the IRS will have a $2,471,458 allowed
unsecured priority claim.  If approved by the Bankruptcy Court,
the IRS expects to receive distribution under the terms of the
confirmed Plan next month.

Accordingly, the parties urge the Court to approve the settlement.

Farmland Industries, Inc., was one of the largest agricultural
cooperatives in North America with about 600,000 members.  The
firm operates in three principal business segments: fertilizer
production; pork processing, packing and marketing; and beef
processing, packing and marketing.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. W.D. Mo.
Case No. 02-50557) on May 31, 2002 before the Honorable Jerry W.
Venters.  The Debtors' Counsel is Laurence M. Frazen, Esq. of
Bryan Cave LLP.  When the Debtors filed for chapter 11 protection,
they listed total assets of $2.7 billion and total debts of $1.9
billion.  Pursuant to the Second Amended Joint Plan of
Reorganization filed by Farmland Industries, Inc. and its debtor-
affiliates, the court declared May 1, 2004 as the Effective Date
of the Plan.


FEDERAL-MOGUL: Resolving MagneTek's Filing of Late $2.4M Claim
--------------------------------------------------------------
As reported in the Troubled Company Reporter on Mar 11, 2005,
MagneTek, Inc., asked the U.S. Bankruptcy Court for the District
of Delaware to extend the time for filing proofs of claim in the
Debtors' Chapter 11 cases and permit MagneTek to file its late
proof of claim.

As of March 2, 2005, MagneTek's claim against the Debtors is
$2,455,856.83, which includes defense costs and indemnity payments
incurred in connection asbestos-related claims that fall within
the scope and terms of the March 10 Settlement Agreement and the
1998 Agreement.

                          Insurers Object

Certain Underwriters at Lloyd's, London, and certain London
Market Insurance Companies object to the allowance of MagneTek
Inc.'s claim against the Debtors' estate.

Jonathan L. Parshall, Esq., at Murphy Spadaro & Landon, in
Wilmington, Delaware, explains that the underlying asbestos
claims have not and likely cannot meet all requisites for
payment.  "If the claim of MagneTek were to be 'allowed' by the
Bankruptcy Court, then [Federal-Mogul] will likely demand full
payment of the $2.4 million from insurers," Mr. Parshall says.

Mr. Parshall tells the Court that it would appear in the Coverage
Action that the Insurers have grounds on which to contest the
claims, if and when they are tendered to the Insurers.  However,
"allowance" of MagneTek's claim in the bankruptcy may preclude
assertion of those defenses.

For these reasons, the Insurers assert that Magnetek's claim can
be filed but should not be allowed.

In the event that MagneTek's request to file a late proof of
claim is granted, the Insurers ask the Court to hold that:

   (1) The underlying asbestos claims, which form the basis for
       the indemnity MagneTek asserts, are not being allowed,
       determined or adjudicated by the Court;

   (2) The MagneTek claim will not be deemed allowed; and

   (3) Nothing in the order will have any preclusive effect on
       any party's rights to object to allowance of and
       distribution on account of the MagneTek claims.

                          *     *     *

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., advises the Court that the Debtors and MagneTek
discussed the matter and have agreed to a resolution in
principle.  The parties are in the process of documenting that
resolution.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's  
largest automotive parts companies with worldwide revenue of some
$6 billion.  The Company filed for chapter 11 protection on
October 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J.
Nyhan Esq., James F. Conlan Esq., and Kevin T. Lantry Esq., at
Sidley Austin Brown & Wood, and Laura Davis Jones Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed US$10.15
billion in assets and $8.86 billion in liabilities.  At Dec. 31,
2004, Federal-Mogul's balance sheet showed a $1.925 billion  
stockholders' deficit.  At Mar. 31, 2005, Federal-Mogul's balance  
sheet showed a $2.048 billion stockholders' deficit, compared to a  
$1.926 billion deficit at Dec. 31, 2004.


GERDAU AMERISTEEL: Halts Beaumont Mill Operations Pending Strike
----------------------------------------------------------------
Gerdau Ameristeel ceased operations at its Beaumont, Texas, mill
in an effort to encourage the United Steelworkers of America labor
union to act on the company's "last, best and final" agreement
offer presented to the union committee on May 9, 2005.

"We regret that the union committee has forced us to take this
action until a labor agreement is achieved," said Philip Bell,
director of human resources for Gerdau Ameristeel.  "The company
has exercised this legal provision to end the uncertainty both
sides face by not having a new labor contract.  We are eager to
get the mill reopened as soon as an agreement is reached.  We want
our employees back at work as soon as possible."

The company and its workforce have been working without a labor
agreement since March 31, 2005, and have been negotiating since
January 18, 2005.

The final contract options proposed by Gerdau Ameristeel are very
similar to the contract previously in place at the Beaumont mill.  
The company's proposals include the opportunity for a long-term
agreement and competitive benefits and pay.

The company's goal is to achieve an agreement that allows the mill
to compete against imported steel and offer good wages and
benefits.  "Employees are the Beaumont mill's competitive
advantage.  The best thing Gerdau Ameristeel can do for the
workforce, their families, the community, the company, and our
customers is to work diligently with the union and our employees
to make the Beaumont wire rod mill competitive on a global basis
and help protect quality jobs in Beaumont," added Mr. Bell.

                     About the Beaumont Mill

The Beaumont mill recycles more than 500,000 tons of steel each
year to produce wire rod commonly used to manufacture closet
shelving, clothes hangers, and nails.  Gerdau Ameristeel purchased
the mill in November 2004 and has invested more than $500,000 in
improvements based on input from employees.  The company has ear-
marked more than $25 million to upgrade mill operations pending a
long-term agreement.

                     About Gerdau Ameristeel

Gerdau Ameristeel is the second largest minimill steel producer in
North America with annual manufacturing capacity of over 8.4
million tons of mill finished steel products. Through its
vertically integrated network of 15 minimills (including one 50%-
owned minimill), 16 scrap recycling facilities, and 42 downstream
operations (including two 50%-owned joint ventures), Gerdau
Ameristeel primarily serves customers in the eastern two-thirds of
North America.  The company's products are generally sold to steel
service centers, steel fabricators, or directly to original
equipment manufacturers for use in a variety of industries,
including construction, cellular and electrical transmission,
automotive, mining and equipment manufacturing.  Gerdau
Ameristeel's common shares are traded on the Toronto Stock
Exchange under the symbol GNA.TO and the New York Stock Exchange
under the symbol GNA.

                        *     *     *

As reported in the Troubled Company Reporter on March 1, 2005,
Standard & Poor's Ratings Services revised its outlook on Gerdau
Ameristeel Corp. to positive from stable.  At the same time,
Standard & Poor's affirmed its 'BB-' corporate credit rating on
the company.

In addition, Standard & Poor's raised its senior unsecured debt
rating on the company to 'BB-' from 'B+', and its rating on its
$350 million senior secured revolving credit facility due 2008, to
'BB+' from 'BB' and assigned a '1' recovery rating.  The bank loan
rating is rated two notches higher than the corporate credit
rating; this and the '1' recovery rating indicate a high
expectation of full recovery of principal in the event of a
payment default.  Total debt for the Tampa, Florida-based company
was about $575 million (including capitalized operating leases) at
Dec. 31, 2004.


HEADWATERS INC: Repays $50 Mil. of Senior Secured Second Lien Debt
------------------------------------------------------------------
Headwaters Incorporated (NYSE: HW) reported that it has repaid $50
million of its senior secured second lien debt reducing future
interest expense by as much as $4.2 million per year.  The early
prepayment reduces Headwaters' second lien debt balance to $50
million from the original amount of $150 million.  The interest
rate on Headwaters' second lien debt is 550 basis points above
LIBOR, compared to the interest rate on Headwaters' first lien
debt of 225 basis points above LIBOR.  The company paid a 3%
premium in connection with this early repayment and will
immediately expense approximately $1.3 million of debt acquisition
costs as a result of this early repayment.

As previously announced, Headwaters reached a legal settlement in
May and received an initial payment of $50 million, which was used
for the debt repayment.  Since Sept. 30, 2004, Headwaters has
repaid approximately $300 million of its debt, resulting in
expected indebtedness of approximately $675 million.

Headwaters Incorporated is a world leader in creating value
through innovative advancements in the utilization of natural
resources.  Headwaters is a diversified growth company providing
products, technologies and services to the energy, construction
and home improvement industries.  Through its alternative energy,
coal combustion products, and building products businesses, the
company earns a growing revenue stream that provides the capital
needed to expand and acquire synergistic new business
opportunities.

                         *     *     *

As reported in the Troubled Company Reporter on March 9, 2005,
Standard & Poor's Ratings Services raised its recovery ratings on
Headwaters Inc.'s revolving credit facility and first-lien term
loan to '2' from '3' and removed them from CreditWatch, where they
had been placed with positive implications on Feb. 18, 2005.

The revised rating indicates the likelihood of substantial
recovery -- 80% to 100% -- in a default scenario, compared with
the prospect of meaningful recovery, or 50% to 80%, under a '3'
rating.

At the same time, Standard & Poor's affirmed all its other
ratings, including the 'B+' corporate credit rating, on South
Jordan, Utah-based Headwaters and revised the outlook to positive
from stable.


HEALTHESSENTIALS: Hiring Smith & Helman as Criminal Counsel
-----------------------------------------------------------
HealthEssentials Solutions, Inc., and its debtor-affiliates, ask
the U.S. Bankruptcy Court for the Western District of Kentucky,
for permission to employ John L. Smith, Esq., and Smith & Helman
as special counsel to assist in certain non-bankruptcy matters,
nunc pro tunc to March 30, 2005.

The Debtors are the subject of a federal investigation concerning
possible allegations of, inter alia, Medicare and Medicaid fraud.  
On October 13, 2004, federal agents executed a search warrant at
the Debtors' Louisville, Kentucky, headquarters, seizing numerous
documents.  The United States Attorney for the Western District of
Kentucky has convened a grand jury to consider possible charges
against the Debtors.

The federal investigation could involve potential pecuniary claims
against the Debtors.  As such, the Debtors have determined it best
to retain criminal counsel to represent them in any potential
criminal matters.

Mr. Smith is a partner of Smith & Helman, based out of Louisville,
Kentucky, who practices primarily in the areas of federal white-
collar criminal defense.  Mr. Smith charges $290 per hour for his
services.  Other attorneys that may assist Mr. Smith include, but
are not limited to:

        Attorney                          Hourly Rate
        --------                          -----------
        John L. Caudill, Esq.                    $220
        Stuart A. Scherer, Esq.                  $185

Paralegals bill $95 per hour.

Mr. Smith assures the Court that he and his firm:

   (a) do not have connections with the Debtors, their creditors,
       or other parties-in-interest, or their attorneys,

   (b) are "disinterested persons" as defined in Section 101(14)
       of the U.S. Bankruptcy Code, as modified by Section 1107(b)
       of the U.S. Bankruptcy Code, and

   (c) do not hold or represent any interest adverse to the
       Debtors' estates.

Headquartered in Louisville, Kentucky, HealthEssentials Solutions,
Inc. -- http://www.healthessentialsinc.com/-- provides primary
care services to elderly patients.  The Company, along with eight
subsidiaries, filed for chapter 11 protection on March 1, 2005
(Bankr. W.D. Ky. Case No. 05-31218 through 05-31226).  Douglas L.
Lutz, Esq., and Ronald E. Gold, Esq., at Frost Brown Todd LLC,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$35,384,953 in total assets and $40,785,376 in total debts.


HIGHLANDERS ALLOYS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Lead Debtor: Highlanders Alloys, LLC
             US Route 62 North
             New Haven, West Virginia 25265

Bankruptcy Case No.: 05-30516

Debtor-affiliate filing separate chapter 11 petition:

     Entity                                         Case No.
     ------                                         --------
     Global Industrial Projects, LLC                05-30518

Type of Business: The Debtor manufactures silicon manganese alloys
                  for the steel and automotive industries.

Chapter 11 Petition Date: May 27, 2005

Court: Southern District of West Virginia (Huntington)

Debtors' Counsel: John Patrick Lacher, Esq.
                  Robert O. Lampl, Esq.
                  Law Offices of Robert O. Lampl
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335

                            Estimated Assets     Estimated Debts
                            ----------------     ---------------
Highlanders Alloys, LLC     $1 Million to        $1 Million to  
                            $10 Million          $10 Million

Global Industrial           $1 Million to        $1 Million to
Projects, LLC               $10 Million          $10 Million

The Debtors did not file a list of their 20 Largest Unsecured
Creditors.


HIGHWOODS PROPERTIES: Filing Delay Prompts Fitch to Watch Ratings
-----------------------------------------------------------------
Fitch placed Highwoods Properties Inc.'s (Highwoods) 'BBB-' senior
unsecured debt and 'BB+' preferred stock ratings on Rating Watch
Negative.  The ratings had been on Rating Outlook Negative since
May 7, 2003.

The Rating Watch Negative is driven by Highwood's announcement on
May 26 that the company will be restating financials for a second
time in a 12-month period and that the Securities and Exchange
Commission has changed the status of its confidential informal
inquiry to a confidential formal inquiry.  Highwoods has not yet
filed its 2004 10K and is now also late in filing its 10Q for the
first quarter of 2005.  The company's delinquent SEC filing status
substantially limits its access to diverse funding sources, which
is inconsistent with Fitch's expectations for an investment-grade
issuer.

Nevertheless, Fitch believes that Highwoods has adequate liquidity
resources relative to its cash requirements over the next 12
months.  Specifically, the company has sufficient cash on hand,
revolving credit capacity, and expected proceeds from asset sales
that are already under contract to meet its contractual debt
maturities and construction and development funding commitments.

The resolution of the Rating Watch will be driven in part by the
timeliness of the company's filing status.  Fitch expects the
company to return to a timely filing status by early August 2005
at the latest.  In addition, the Rating Watch also focuses on the
timely and effective execution of procedures designed to correct
and prevent from reoccurring the accounting and clerical errors
that have driven the recent restatements.  Failure to demonstrate
substantive progress on these items in a timely manner could
result in a downgrade.  A downgrade may also be driven by any
negative events that stem from the company's delinquent filing
status or continuing deficiencies in financial management and
reporting.

Highwoods' rating strengths focus on its solid fixed charge and
interest coverage ratios, which began to show improvement in the
second and third quarters of 2004. Although financials are not yet
available for the fiscal year ended Dec. 31, 2004 and the first
quarter of 2005, Fitch believes that improving occupancy levels
and improving net absorption rates in key markets will help
continue to drive the stabilization and improvement of these
metrics.  As of March 31, 2005, the company's occupancy levels
improved to 82.3% for office, 86.8% for industrial, and 95.5% for
retail compared with 79.2%, 86.5%, and 94.0%, respectively, one
year earlier.

The company has also been selling noncore assets and using
proceeds to fund new development and to unencumber existing
encumbered assets.  This has resulted in the company's stabilized
unencumbered assets to unsecured debt ratio exceeding 2.5x as of
March 31, 2005. Fitch believes that this provides a substantial
cushion for unsecured lenders.

Leverage, defined as debt divided by undepreciated book capital is
believed to be under 43% as of the end of the first quarter of
2005, which is adequate for the rating category.  Fitch expects
that the company's leverage has continued to decline due to recent
asset sales.

Rating concerns, in addition to those stemming from the
restatements, center on the company's exposure to markets in the
Southeast with low barriers to entry.  In addition, although the
company's largest tenant as measured by contribution to total
revenues is the U.S. Federal Government at 4.1% as of March 31,
2005, there are several potential problem clients such as US
Airways.  In addition, the company's tenant list also shows
meaningful exposure to the sciences and technical services
industry, which provides about 21.3% of annualized rents.  Also,
the company's lease expiration schedule is more frontloaded than
many peers, with 16% of total rents maturing in 2006.

Highwoods Properties is a self-managed equity REIT focused on the
acquisition, ownership, management, development, and redevelopment
of suburban office and industrial properties.  Headquartered in
Raleigh, North Carolina, Highwoods' portfolio exhibits a
southeastern U.S. geographic presence, consisting of 504
in-service properties, encompassing 39.5 million square feet, and
a land bank of 1,123 acres.


HUDSON'S BAY: Incurs $41,325,000 Net Loss in First Quarter
----------------------------------------------------------
Hudson's Bay Company reported results for the first quarter or
three months ending April 30, 2005.

Sales and revenue declined 1.4 percent in the quarter primarily
reflecting a 1.4 percent decline in square footage operated by the
Company over the same period last year.  Additionally, short-term
difficulties experienced at the Bay related to the introduction of
a new system to support the Company's big-ticket growth
initiative, caused a loss of approximately $10 million in sales
and revenue in the quarter.  It is anticipated that the majority
of these sales will be recovered in the second quarter of this
year.  Comparable store sales for Hbc declined 60 basis points in
the quarter, however, both Zellers and Home Outfitters increased
by 40 and 200 basis points respectively.  Several categories
including jewellery, women's sportswear, home entertainment and
house wares improved versus recent trends.  Results from
merchandise growth initiatives, including both the Merchandise
Continuum and Opportunity Buy initiatives continued to support
sales growth in key categories.

Operating income or earnings before interest and income taxes --
EBIT, including restructuring costs described below, declined
$30 million to a loss of $52 million.  In the first quarter of
this year, the Company booked a charge of $6.5 million, which
completes the restructuring program initiated in Q4 2004.  In
total, the $11.8 million restructuring charge is expected to
result in annualized benefit of $11 million. After excluding the
above noted restructuring costs, EBIT for the first quarter was a
loss of $46 million.  The primary reasons for the shortfall to
last year were an increase in the cost structure and, to a lesser
degree, a 20 basis point decline in the gross margin rate, as well
as incremental costs surrounding the introduction of the new
big-ticket system. Approximately $10 million of the $17 million
increase in the cost structure at Zellers is a result of different
timing and recognition issues in 2005 versus 2004. These
incremental costs are expected to be offset or recaptured in the
remainder of this fiscal year.

Loss per share for the quarter, including a $0.06 loss for
restructuring costs, increased to $0.60 per share versus $0.33 per
share in 2004.  After excluding the restructuring costs, loss per
share for the quarter was $0.54 per share.  The Company posted
$41,325,000 net loss for the first quarter.  

"Although below planned sales and earnings levels, the results are
directly related to the cost recognition and unique system
implementation issues experienced in the quarter," said George
Heller, President and Chief Executive Officer.  "We are confident
that the system issue will be resolved in the second quarter of
this year and be positive to sales and earnings in the back half
of the year.  Overall sales and margin trends are improved over
last year, and we are particularly encouraged by the positive
comparable store performance from Zellers.  More importantly, the
key initiatives related to our growth strategy continue to deliver
sales increases.  We anticipate that the growing impact and
significance of these initiatives will contribute to comparable
store sales increases in the medium term, as the merchandising
approach upon which these initiatives were built is
operationalized across Hbc's 500 plus stores."

Hudson's Bay Company, established in 1670, is Canada's largest
department store retailer and oldest corporation.  The Company
provides Canadians with the widest selection of goods and services
available through retail channels that include 550 stores led by
the Bay, Zellers and Home Outfitters chains.  Hudson's Bay Company
is one of Canada's largest employers with 70,000 associates and
has operations in every province in Canada.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 14, 2005,
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured debt ratings to 'BB' from 'BB+' on
Hudson's Bay Co.  At the same time, Standard & Poor's lowered its
'BB' debt rating to 'B+' on the company's 7.5% convertible
unsecured subordinated debentures.  S&P says the outlook is
negative.


J.P. MORGAN: S&P Puts Low-B Ratings on $64 Million Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to J.P. Morgan Chase Commercial Mortgage Securities
Corp.'s $3.0 billion commercial mortgage pass-through certificates
series 2005-LDP2.

The preliminary ratings are based on information as of May 27,
2005.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Class A-1, A-2, A-3, A-
4, A-SB, A-M, A-J, A-JFL, B, C, D, E, F, and X-2 are currently
being offered publicly.  Standard & Poor's analysis of the
portfolio determined that, on a weighted average basis, the pool
has a debt service coverage of 1.51x, a beginning LTV of 97.4%,
and an ending LTV of 86.6%. Unless otherwise indicated, pool
balances and statistics do not include seven B notes that have not
been contributed to the trust, but are related to A/B loans having
A notes included in the pool.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's Web-
based credit analysis system, at http//www.ratingsdirect.com/
The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/. Select Credit Ratings,  
and then find the article under Presale Credit Reports.
    
    
                   Preliminary Ratings Assigned

  J.P. Morgan Chase Commercial Mortgage Securities Corp. 2005-LDP2
     
                Class      Rating              Amount
                -----      ------              ------
                A-1        AAA            $99,580,000
                A-2        AAA           $257,128,000
                A-3        AAA           $459,286,000
                A-4        AAA           $562,550,000
                A-SB       AAA           $155,232,000
                A-1A       AAA           $568,407,000
                A-M        AAA           $300,311,000
                A-J        AAA           $117,726,000
                A-JFL      AAA           $100,000,000
                B          AA+            $18,769,000
                C          AA             $41,292,000
                D          AA-            $26,277,000
                E          A+             $26,277,000
                F          A              $30,031,000
                G          A-             $26,277,000
                H          BBB+           $45,046,000
                J          BBB            $30,031,000
                K          BBB-           $37,538,000
                L          BB+            $11,261,000
                M          BB             $15,015,000
                N          BB-            $11,261,000
                O          B+              $7,507,000
                P          B               $7,507,000
                Q          B-             $11,261,000
                N.R.       N.R.           $37,548,799
                X-1*       AAA         $3,003,118,799
                X-2*       AAA         $2,933,023,000
     
                   * Interest-only class with a
                     notional dollar amount
  
                   N.R. -- Not rated


KB TOYS: Wants Until August 9 to Remove State Court Actions
-----------------------------------------------------------
KB Toys, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend the period within
which they may remove actions pursuant to Sec. 1452 of the
Judiciary Procedures Code and Rules 9006 and 9027 of the Federal
Rules of Bankruptcy Procedure.  The Debtors ask the Court to
extend that election period to August 9, 2005.

Joel A. Waite, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in
Wilmington, Delaware, informs the Court that the Debtors are
parties to various actions currently pending in multiple state
courts.  They need additional time to accurately assess these
State Court Actions and determine whether removal is appropriate,
Mr. Waite says.    

As reported in the Troubled Company Reporter on May 17, 2005, KB
Toys, Inc., filed a proposed Plan of Reorganization and related  
Disclosure Statement with the U.S. Bankruptcy Court for Delaware  
on May 13, 2005.  The Plan, which is endorsed by the statutory  
Official Committee of Unsecured Creditors, is based on a Plan  
Funding Agreement which the Company has entered into with an  
affiliate of Prentice Capital Management, LP.  

One of the largest toy retailers in the United States, KB Toys
-- http://www.kbtoys.com/-- (which once boasted 1,200 stores)   
operates about 650 stores under four formats:

            * KB Toys mall stores,
            * KB Toy Works neighborhood stores,
            * KB Toy Outlets and KB Toy Liquidator, and
            * KB Toy Express (in malls during the holiday season).

The company along with its affiliates filed for chapter 11
protection on January 14, 2004 (Bankr. Del. Case No. 04-10120).
The chapter 11 filing resulted in nearly 600 store closures and
4,000 layoffs.  In March 2004, KB Toys sold its KBToys.com
Internet business to an affiliate of D. E. Shaw, which renamed the
company eToys Direct.  Joel A. Waite, Esq., at Young, Conaway,
Stargatt, & Taylor, LLP, represents the toy retailer.  When the
Debtors filed for protection from its creditors, they listed
consolidated assets of $507 million and consolidated debts of
$461 million.


KMART CORP: Zamias Services Asks Court to Reconsider $275K Claims
-----------------------------------------------------------------
Rutland Regional Shopping Center Associates, George D. Zamias,
Indiana Mall Company, STAD Associates and Zamias Services, Inc.,
ask the U.S. Bankruptcy Court for the Northern District of
Illinois to reconsider and vacate its order on April 1, 2004, with
respect to Claim Nos. 29332, 29333, 29334, 29335, 29336, and
29337.

The Claimants lease certain real property to Kmart pursuant to
certain prepetition lease agreements.  Zamias Services is the
leasing agent and manager of the real properties.

Patrick A. Clisham, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC, in Chicago, Illinois, informs the Court that, as of
the Petition Date, Kmart owed the Claimants $275,281 for unpaid
prepetition rent.  On July 17, 2002, each of the Claimants timely
filed these proofs of claim:

  Claim No.   Claimant               Kmart Store No.     Amount
  ---------   --------               ---------------     ------
    29332     George D. Zamias             3598          $5,465
    29333     Rutland Regional Shopping    3981          92,237
    29334     Indiana Mall Company         7217           5,836
    29335     George D. Zamias             9529          65,141
    29336     George D. Zamias             9207          25,643
    29337     George D. Zamias & STAD      7129          80,959
                                                        -------
                 Total:                                $275,281

According to Mr. Clisham, each of the Zamias Claims was submitted
on behalf of the Claimants by Zamias Services' in-house counsel,
Joseph Anthony.  Consequently, Mr. Anthony was listed as the party
to receive notices related to each of the claims.  Kmart has
assumed each of the Leases.

Pursuant to Section 365(b)(1)(A) of the Bankruptcy Code, Kmart was
required to "cure" the existing defaults owed to the Claimants on
the Leases.  By virtue of the Kmart's assumption, each of the
Zamias Claims became administrative "cure" claims.

On February 2, 2004, Kmart filed its 20th Omnibus Objection to
Claims in which it objected to 2,714 lease damage-related claims.  
Each of the Zamias Claims was included in more than 800
"Duplicate Cure Related Claims" to the Objection.  By virtue of
their inclusion, Kmart explicitly admitted that the Zamias Claims
were, in fact, "cure claims."

Mr. Clisham asserts that the Claimants did not file any "duplicate
cure claims" and are not aware of the existence of any of these
claims.  Despite Kmart's representation to the contrary, none of
the Zamias Claims have been paid to the Claimants or otherwise
addressed by Kmart.

At the time of the Objection, Zamias Services itself was involved
in its own Chapter 11 proceeding.  As a result, Mr. Anthony and
Zamias Services were acutely aware of the implications of claim
objections and the need for a prompt response.

Mr. Clisham informs Judge Sonderby that Mr. Anthony logged, as
part of his ordinary record keeping, all incoming legal
correspondence that Zamias Services received.  A careful review of
Mr. Anthony's mail log indicates that Zamias Services did not
receive notice of the Objection.  The Claimants concede that if
Zamias Services received a notice, it was apparently mishandled.  
Nonetheless, any mishandling would constitute excusable neglect.

Zamias Services did not respond to the Objection and, on April 1,
2004, the Court disallowed the Zamias Claims as "Duplicate Cure
Claims."

Subsequently, and without knowledge of the Objection, Mr. Anthony
demanded payment of the Zamias Claims from Kmart.  Kmart responded
by advising that the Zamias Claims had been disallowed, and Kmart
was under no obligation to pay the cure amounts that would
otherwise be mandated by Section 365(b).

On learning of the Objection and Order, Zamias Services instructed
its bankruptcy counsel at the time, James R. Walsh, Esq., at
Spence, Custer, Saylor, Wolfe and Rose, LLC, in Johnstown,
Pennsylvania, to pursue reconsideration of the Order.  Shortly
after Mr. Walsh began work on the claims, Zamias Services emerged
from bankruptcy and terminated its relationship with Mr. Walsh and
Spence Custer.

For several months after the termination of Spence Custer, Zamias
Services was without outside counsel and without means to pursue a
motion for reconsideration of the Order.  Earlier this year, after
failing to retain satisfactory replacement counsel, Zamias
Services reestablished it relationship with Spence Custer and Mr.
Walsh.  Spence Custer helped Zamias get a local counsel.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 95; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


MERIDIAN AUTOMOTIVE: Wants to Pay Walbridge Aldinger $2.5 Mil.
--------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to pay Walbridge Aldinger Company $2,535,000 for
construction services performed in April 2005.  Walbridge is the
general contractor of the Debtors' fascia plant in Fowlerville,
Michigan.  The General Contractor Claim will be due and payable on
May 30, 2005.

The Debtors also owe Walbridge approximately $737,500 in
prepetition holdbacks that will be due and payable in November
2005.  Under its prepetition purchase orders with the Debtors,
Walbridge agreed to withhold 10% of the total amount due under
each monthly invoice, up to an aggregate amount of $1.5 million.  
The holdback amount, which includes approximately $280,000 that
Walbridge withheld from the April 2005 invoice, will be payable
to Walbridge upon the timely completion of the Fascia Plant.

The Debtors seek to pay the Holdback Claim to Walbridge when it
becomes due and payable in November 2005.

The Debtors currently owe several different lien claimants,
including ABB, Inc., Belco Industries, Precise Finishing Systems,
Engineered Conveyors, Jervis B. Webb, and Kendall Electric,
approximately $2.85 million in the aggregate, on account of
prepetition services related to the construction of machinery and
equipment for the Fascia Plant.  The Debtors intend to pay the
Fascia Lien Claimants' Claims when they become due and payable.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies    
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case
Nos. 05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Three Utilities Slam Sec. 366 Injunction
-------------------------------------------------------------
As previously reported in the Troubled Company Reporter on May 5,
2005, Judge Walrath issues a Bridge Order prohibiting all Utility
Companies from discontinuing, altering or refusing service to
Meridian Automotive Systems, Inc., and its debtor-affiliates on
account of any unpaid prepetition charges, or discriminating
against the Debtors, or requiring payment of a deposit or receipt
of any other security for continued service as a result of the
Debtors' bankruptcy filing or any outstanding prepetition
invoices.

                            Objections

(1) American Electric, et al.

    American Electric Power, DTE Energy Company, New York
    Electric and Gas Corporation, and Rochester Gas & Electric
    object to the Debtors' request to the extent that the Debtors
    have an unlimited period of time in which they have to
    respond to a demand for adequate assurances.

    "[I]nstead of having to respond to demands for adequate
    assurances within 20 days of the Petition Date, i.e., May 16,
    2005, the Debtors are seeking an unlimited amount of
    additional time to consider the demands and, then, the
    Debtors' only obligation in response thereto is to determine
    if the utilities' requests were reasonable and then to
    'promptly' file a motion for determination of additional
    adequate assurance of payment and notice such motion for
    hearing," John D. Demmy, Esq., at Stevens & Lee, in
    Wilmington, Delaware, asserts.  "Under the Debtors' proposal,
    the Debtors are under no time limitations for taking any
    actions."

    Mr. Demmy points out that any further delay in reaching an
    initial determination of what the Debtors should provide as
    adequate assurance of payment is highly prejudicial to the
    Objecting Utilities, in light of the Debtors' admitted
    liquidity problems and the exposure presented by the
    Objecting Utilities' state law billing cycles.

    Therefore, the Objecting Utilities ask the Court to:

    (a) immediately determine what adequate assurances of payment
        pursuant to Section 366(b) of the Bankruptcy Code should
        be provided to them; and

    (b) compel the Debtors to provide the Objecting Utilities
        with adequate assurances of payment.

    The Objecting Utilities point out that:

    * it is not clear if the Debtors will have sufficient
      liquidity even with DIP Financing since $295 million of the
      proposed $375 million in DIP Financing will be used to
      repay the First Credit Facility;

    * it is uncertain if the Debtors will be able to continue
      operations; and

    * even the Debtors' counsel felt the need to secure the
      payment of their postpetition services of up to a
      $5 million carve out in the DIP Financing.

    Mr. Demmy contends that giving administrative expense
    priority for any unpaid postpetition utility service rendered
    by the Objecting Utilities is insufficient security to
    satisfy the requirements of Section 366.

    Section 366, Mr. Demmy emphasizes, allows utilities to
    receive "adequate assurances of payment, in the form of a
    deposit or other security" from the Debtors for having to
    assume the risk of providing the Debtors with postpetition
    service on an arrearage basis.

    Therefore, the Utilities asks the Court to compel the Debtors
    to provide them individually with a two-month deposit:

    Utility   Accounts   Est. Prepetition Debt   Deposit Request
    -------   --------   ---------------------   ---------------
    AEP              2                 $50,952          $204,240
    DTE             10                       -          $164,034
    NYSEG            3                  $8,851           $19,530
    RG&E             1                 $96,946          $140,000

    If the Debtors refuse, the Objecting Utilities seek the
    Court's permission to litigate the issues concerning adequate
    assurance of payment at the May 23 hearing.

(2) NIPSCO and COH

    Northern Indiana Public Service Company and Columbia Gas of
    Ohio object to the Debtors' request because it seeks
    unfairly to coerce an extension of trade credit from them.
    Furthermore, the Debtors' intention to pay NIPSCO and COH in
    arrears on the same payment terms as they would normally
    offer to a financially stable company would expose NIPSCO and
    COH to potential losses following a default.

    William F. Taylor, Esq., at McCarter & English, LLP, in
    Wilmington, Delaware, reminds the Court that Congress has
    recently recognized that an administrative claim alone is not
    enough adequate assurance for utility companies.  The
    Bankruptcy Abuse Prevention and Consumer Protection Act of
    2005, Public Law 109-8, 119 Stat. 23, specifically addresses
    adequate assurance for utility companies by amending Section
    366 of the Bankruptcy Code to require the Debtors to provide
    adequate assurance in a form "that is satisfactory to the
    utility."

    NIPSCO wants the Debtors to:

    -- post a $13,305 security deposit equal to 60 days of
       Meridian Automotive Systems, Inc.'s monthly bill from
       NIPSCO; or

    -- in the alternative, pay for service in advance and post
       a security deposit equal to the prepayment periodicity;

    NIPSCO seeks the Court's permission to terminate service on
    account of postpetition defaults on an expedited basis.

    COH requires the Debtors to:

    -- post a $260,000 security deposit equal to two months of
       the Debtors' monthly transportation bills from COH, plus
       two months of the expected average commodity charge
       payable to COH if the Debtors were to draw commodity
       directly from COH; or

    -- in the alternative, pay for transportation service in
       advance and post a security deposit equal to the
       prepayment periodicity.

    COH seeks the Court's permission to terminate service on
    account of postpetition defaults on an expedited basis
    combined with advance notice to COH in lieu of the Debtors'
    automatic right to draw directly from COH and either a
    deposit or prepayment for COH's commodity exposure in the
    event.

    Mr. Taylor asserts that the alternative of regular
    prepayments to NIPSCO and COH -- with a deposit equal to the
    periodicity of prepayments and the expedited right to
    terminate on notice of the same length -- is an authorized
    form of "adequate assurance" under Section 366."  These would
    not unduly prejudice the Debtors or affect their
    reorganization.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies    
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case
Nos. 05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERRILL LYNCH: Fitch Places Low-B Ratings on Six Security Classes
-----------------------------------------------------------------
Merrill Lynch Mortgage Trust (MLMT), series 2004-MKB1, commercial
mortgage securities are rated by Fitch as follows:

   -- $45.6 million class A-1, 'AAA';
   -- $379.8 million class A-2, 'AAA';
   -- $65 million class A-3 at 'AAA';
   -- $169.6 million class A-4, 'AAA';
   -- Interest only (IO) class XC, 'AAA';
   -- Interest only (IO) class XP, 'AAA';
   -- $26.9 million class B, 'AA';
   -- $11.0 million class C, 'AA-';
   -- $25.7 million class D, 'A';
   -- $11.0 million class E, 'A-';
   -- $13.5 million class F, 'BBB+';
   -- $12.2 million class G, 'BBB';
   -- $11.0 million class H, 'BBB-';
   -- $3.7 million class J, 'BB+';
   -- $4.9 million class K, 'BB';
   -- $4.9 million class L, 'BB-';
   -- $4.9 million class M, 'B+';
   -- $2.5 million class N, 'B'; and
   -- $3.7 million class P, 'B-'

Fitch does not rate the $13.5 million class Q.

The affirmations are the result of stable performance and limited
paydowns.  As of the May 2005 distribution date, the pool's
aggregate principal balance has decreased 0.8% to $971.8 million
from $979.9 million at issuance.  There are no specially serviced
loans in the pool.  One loan, representing 0.7% of the pool is
reported as 30 days delinquent as of the May remittance report.  
The master servicer has confirmed that the loan has since been
brought current.

Fitch maintains credit assessments on the Great Mall of the Bay
Area (15.54%), and Cobblestone Village (5.56%).  The Great Mall of
the Bay Area reported that year-end (YE) 2004 occupancy had
declined slightly to 86.6%, versus 89.0% at underwriting.  Net
operating income (NOI) increased during 2004 as a result of higher
rental rates.

Cobblestone Village is comprised of 14 retail centers, located in
Tennessee, South Carolina, Georgia, Florida, Alabama,
Massachusetts, Connecticut, and Virginia.  Average occupancy at
the properties remains strong at 97.9%, versus 96.8% at issuance.

Based on their stable occupancy levels and consistent net
operating incomes since issuance, these loans maintain investment-
grade credit assessments.


MIRANT CORP: Asks Court to Approve Gunderboom Settlement Agreement
------------------------------------------------------------------
Mirant Capital, Inc., Mirant Delta, LLC, Mirant Lovett, LLC,
Mirant Capital Management, LLC, and Mirant Fund 2001 LLC seek the
U.S. Bankruptcy Court for the Northern District of Texas'
authority to enter into a settlement agreement with
Gunderboom, Inc., and certain Gunderboom Shareholders.

Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, in Fort Worth,
Texas, relates that the Settlement Agreement involves three
separate agreements entered in September 2001:

a. Shareholders Agreement

    Mirant Capital, Inc., purchased 152,778 Series A Preferred
    Shares of Gunderboom for $4 million, which was invested in a
    series of three investment tranches.  Mirant Capital also
    entered into:

    1. an Amended and Restated Shareholders' Agreement with
       Gunderboom and other parties; and

    2. a Registration Rights Agreement with Gunderboom.

    On October 5, 2001, Mirant Capital transferred and assigned
    its Preferred Shares to Mirant Fund.

b. Lovett Agreement

    Mirant Lovett and Gunderboom executed an Agreement for Design,
    Manufacture and Installation of Equipment.  The Equipment is
    known as the MLES(TM) System, otherwise referred to as the
    "Lovett Boom."  It was placed in the water at Mirant Lovett's
    facility.

c. Delta Agreement

    A similar Agreement for Design, Manufacture and Installation
    of Equipment was also executed between Mirant Delta and
    Gunderboom.  The Delta Agreement was terminated by Mirant
    Delta on March 30, 2004.

                         Gunderboom Claims

On December 15, 2003, Gunderboom asserted against the Debtors
Claim Nos. 6521-6526.  The Gunderboom Shareholders also filed 68
individual proofs of claim.  Gunderboom subsequently amended its
proofs of claim and sought payment of administrative expense
against the Debtors.

The Debtors objected to the claims, the claim for payment of
administrative expense, and the Shareholders' Claim.

                Proposed Amendments to the Agreements

On November 30, 2004, the parties commenced mediation of the
disputes.  To avoid litigation between the Debtors and Gunderboom
regarding the calculation of the damages claims arising from the
Claims, the Debtors propose to, among other things, make certain
modifications to the Agreements.

The salient terms of the Settlement Agreement are:

A. The Shareholders Agreement

    a. Preferred Shares of Gunderboom and Director Resignation

       All existing Preferred Shares, including accrued interest
       and dividends, will be transferred to Gunderboom.  All of
       the Debtors' rights and privileges under the Shareholders'
       Agreement will be terminated as of the date the Preferred
       Shares are transferred to Gunderboom.  The designated
       Mirant directors on Gunderboom's Board of Directors will
       resign and will have no further right to a seat on
       Gunderboom's board.

    b. Warrant for Gunderboom Common Stock

       Gunderboom will issue to Mirant Fund a warrant evidencing
       the right to purchase a  number of shares of Common Stock
       equal to 10% of the Common Stock issued and outstanding on
       the exercise date.

       On Gunderboom's repurchase of the Mirant Preferred Shares
       in accordance with the Settlement Agreement and the
       cancellation of the shares by Gunderboom, no shares of
       Preferred Stock will be issued and outstanding.

B. The Lovett Agreement

    Mirant Lovett and Gunderboom agreed to certain operations
    and maintenance provisions, relating to Lovett Facility
    maintenance and the Lovett Boom.

C. The Claims

    Gunderboom's original Claim No. 6521 will be allowed as a
    general unsecured claim against Mirant Lovett for $31,676 and
    the Debtors will waive any right to further object to the
    claim.

    Gunderboom's original Claim no. 6523 will be allowed as a
    general unsecured claim against Mirant Delta for $175,000 and
    the Debtors will waive any right to further object to claim.

    With the exception of Claim Nos. 6521 and 6523, Gunderboom
    will withdraw the Gunderboom Claims, including its amended
    proofs of claim and administrative expense claim, and the
    Gunderboom Shareholders will withdraw the GB Shareholder
    Claims.

Accordingly, Judge Lynn permits the parties to enter into the
Settlement Agreement and assume the Lovett Agreement as amended.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 64; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Asks Court to Allow Predator's $1.2MM Unsec. Claims
----------------------------------------------------------------
Predator Development Company, LLC, filed Claim Nos. 5934, 5935
and 5937 against Mirant Corporation, Mirant Americas Energy
Capital, LP, and Mirant Americas Energy Capital Assets, LLC.  The
Debtors objected.  The parties have now settled their dispute.

The Debtors ask the Court to approve their settlement agreement
with Predator, which provides that:

    (a) The Predator Claims will be allowed as general unsecured
        claims aggregating $1,200,000; provided, however, that the
        maximum aggregate distribution to Predator will not exceed
        $1,200,000 for those claims; and

    (b) The Parties will execute mutual general releases.

The Claims arose from a third-party complaint Predator filed
against Mirant Americas Energy Capital.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 63; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Potomac Electric Comments on Public Interest Standard
-----------------------------------------------------------------
Judge Lynn of the U.S. Bankruptcy Court for the Northern District
of Texas invited parties-in-interest to comment on how the
public interest standard suggested by the U.S. Court of Appeals
for the Fifth Circuit and defined by the U.S. District Court for
the Northern District of Texas applies to the confirmation
hearing on Mirant Corporation and its debtor-affiliates' amended
Plan of Reorganization.

In response to that invitation, Potomac Electric Power Company
reminds the Bankruptcy Court that if a utility, outside of
bankruptcy, wishes to impair performance of a power contract, it
must first satisfy the Federal Energy Regulatory Commission's
public interest standard.  The public interest standard
applicable in these bankruptcy proceedings also protects the
public interest inherent in power contracts.

Accordingly, PEPCO asserts that the Debtors, in the first
instance, should be required to brief the Court and the parties
with respect to whether the Plan of Reorganization seeks to
impair in any way any power contracts.  As to those contracts,
the Debtors should be required to file separate motions or
pleadings so that the public interest standard, which is the law
of this case, may be applied in a hearing or hearings separate
from the confirmation hearing.  PEPCO maintains that the
confirmation hearing could be conducted as a traditional hearing
under Sections 1128 and 1129 of the Bankruptcy Code.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 61; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MORGAN STANLEY: S&P Lifts Ratings on Three Certificate Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes of Morgan Stanley Capital I Inc.'s commercial mortgage
pass-through certificates from series 1998-HF1.  At the same time,
ratings are affirmed on five other classes from the same
transaction.

The raised and affirmed ratings reflect the stable performance of
the seasoned pool and credit enhancement levels that provide
adequate support through various stress scenarios.

As of the May 15, 2005, remittance report, the collateral pool
consisted of 275 loans with an aggregate principal balance of
$816.6 million, down from 351 loans totaling $1.3 billion at
issuance.  The pool has paid down by 36.48%.  GMAC Commercial
Mortgage Corp. -- GMACCM, the master servicer, reported full-year,
interim 2004, as well as full year 2003 information for 97% of the
pool.  Based on this information, Standard & Poor's calculated a
current weighted average debt service coverage ratio of 1.58x, up
from 1.43x at issuance.  To date, the trust has experienced seven
losses totaling $13.3 million.  Two appraisal reduction amounts
(ARAs) totaling $4.7 million are in effect relating to one asset
in bankruptcy and one real estate owned asset.  All other loans in
the pool are current.

The top 10 exposures in the pool have an aggregate outstanding
balance of $132.5 million (16.22% of the pool).  The weighted
average DSCR for the top 10 is 1.40x, the same as at issuance.
Three of the top 10 loans experienced marked DSCR declines and are
on GMACCM's watchlist.  Standard & Poor's reviewed the property
inspection reports provided by the master servicer for all of the
assets underlying the top 10 loans and all were characterized as
"good."

GMACCM reported a watchlist of 56 loans ($163 million, 20%).  The
third-largest loan ($14.1 million, 1.72%) was placed on watchlist
due to a low DSCR of 1.01x, which resulted from decreased rental
income due to low occupancy and rent concessions.  A 360-unit
apartment complex built in 1997, located in Tulsa, Okla., secures
the loan.

The ninth-largest loan ($11.6 million, 1.42%) is secured by two
office complexes with a total of 294,932 square feet in Milwaukee,
Wis.  The loan was placed on watchlist due to a DSCR of 0.38x.
According to GMACCM, the low DSCR reflects decreased net operating
income as a result of a 34% vacancy rate in a current difficult
leasing market.

The 10th-largest loan ($11.4 million, 1.40%) is secured by a 224-
unit apartment complex built in 1975, located in Petaluma,
California.  The loan was placed on watchlist due to declining
DSCR of 1.17x and lack of financial reporting.  The reported
decline in DSCR is a result of declining occupancy and increased
expenses related to significant capital expenditures to improve
the property.

The remaining loans are on the watchlist due to low occupancy
issues, lease expirations, and/or low DSCR levels, all of which
reflect the pool's concentration in multifamily and self-storage
collateral.

There are two loans ($11.5 million, 1.4%) with the special
servicer, LNR Partners Inc.  The first is a $10.4 million loan
secured by a 150,133 square foot industrial property built in
1987, located in Livonia, Mich.  The loan was transferred to the
special servicer in March 2004 due to payment default and a
substantial decrease in occupancy.  The borrower filed for
bankruptcy in October 2004 and is making payments pursuant to the
cash collateral order.  An ARA of $3.9 million is in effect.
Negotiations in bankruptcy continue to progress.  The inspection
report provided indicates the property to be in "excellent"
condition.  Based on the most recent appraisal, a loss is
expected.

The remaining loan with the special servicer is a $1.1 million
loan secured by a 306-unit property built in 1995, located in
Loganville, Georgia.  The loan was transferred to the special
servicer Nov. 4, 2004, due to payment default and low occupancy.  
A foreclosure sale occurred on March 1, 2005, and the loan is now
REO. An ARA of $735,853 is in effect.  A loss is expected in light
of competition from newer nearby storage facilities and limited
alternative use of the property.

Standard & Poor's stressed various loans in the mortgage pool,
paying closer attention to the specially serviced and watchlisted
loans.  The expected losses and resultant credit enhancement
levels adequately support the current rating actions.
    
                            Ratings Raised
     
                     Morgan Stanley Capital I Inc.
       Commercial mortgage pass-through certs series 1998-HF1
   
                         Rating
                         ------
               Class   To     From   Credit Enhancement
               -----   --     ----   ------------------
               C       AAA    AA                 26.71%
               D       AAA    A-                 18.85%
               E       AA     BBB+               15.71%
               F       BBB+   BB+                 9.42%
               G       BBB-   BB                  7.06%
               H       BB     BB-                 5.49%
    

                            Ratings Affirmed
   
                     Morgan Stanley Capital I Inc.
       Commercial mortgage pass-through certs series 1998-HF1

                  Class   Rating   Credit Enhancement
                  -----   ------   ------------------
                  A2      AAA                  42.82%
                  B       AAA                  34.57%
                  J       B                     2.35%
                  K       CCC                   1.17%
                  X       AAA                    N/A


OLENTANGY COMMERCE: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Olentangy Commerce Center Limited Partnership
        851 West Third Avenue
        Grandview Heights, Ohio 43212

Bankruptcy Case No.: 05-59249

Chapter 11 Petition Date: May 27, 2005

Court: Southern District of Ohio (Columbus)

Debtor's Counsel: Richard T. Ricketts, Esq.
                  Ricketts Co. LPA
                  580 South High Street, Third Floor
                  Columbus, Ohio 43215
                  Tel: (614) 229-4110
                  Fax: (614) 229-4111

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Mortis, Smith & Feyle, Inc.                             $150,000
2211 Lake Club Drive
Columbus, OH 43232

The Fixture Connection, Inc.                             $20,000
4172 Rudy Road
Columbus, OH 43214

National Realty                                          $15,000
5131 Post Road, Suite 350
Dublin, OH 43017

Plank & Brahm                                            $15,000
145 East Rich
Columbus, OH 43215

Zurich North America                                      $5,000
8778 Ray Sphere Circle
Chicago, IL 60674

AEP                           Utilities                   $3,000
P.O. Box 24418
Canton, OH 44701

Columbia Gas of Ohio          Services Provided           $3,000
P.O. Box 16581
Columbus, OH 43216-6581

ADT Security Services, Inc.                               $1,000
P.O. Box 371967
Pittsburgh, PA 15250-7967

Terminix                                                  $1,000
2120 City Gate Drive
Columbus, OH 43219

Buckeye Landscape             Services Provided             $600
2585 Billingsley Road
Columbus, OH 43235

SBC Ameritech                                               $300
Saginaw, MI 48663-0003


ORYX TECHNOLOGY: February 28 Balance Sheet Upside-Down by $163,000
------------------------------------------------------------------
Oryx Technology Corp. (OTCBB:ORYX) reported a net loss of
$187,000, on revenues of $127,000 for its fourth quarter ended
February 28, 2005.  This compares to a net loss of $140,000, on
revenues of $136,000 for the fourth quarter ended February 29,
2004.  The net loss for the fourth quarter ended February 28, 2005
includes a $96,000 loss on investments, consisting of Oryx's pro-
rata share of losses incurred by its portfolio company, S2
Technologies.  The net loss for the fourth quarter ended February
29, 2004 includes a $48,000 net loss on investments, consisting of
$177,000 for Oryx's pro-rata share of losses incurred by its
portfolio company, S2 Technologies, partially offset by $129,000
received from another portfolio company, NetConversions, as
repayment for a loan.

For the twelve months ended February 28, 2005, Oryx reported a net
loss of $1,192,000, on revenues of $323,000.  This compares to a
net loss of $1,009,000, on revenues of $510,000 for the twelve
months ended February 29, 2004.  The net loss for the twelve
months ended February 28, 2005 includes a $693,000 loss on
investments, consisting of Oryx's pro-rata share of S2
Technologies losses.  This compares to a net loss on investments
of $554,000 for the twelve months ended February 29, 2004,
consisting of $683,000 for Oryx's pro-rata share of S2
Technologies losses, partially offset by $129,000 received from
NetConversions as repayment for a loan.

Commenting on the fiscal year ended February 28, 2005, Phil
Micciche, President and Chief Executive Officer of Oryx, said,
"Financially it has been a challenging twelve months, however, we
continue to see increases in shipments from our SurgX licensees as
well as expanded market acceptance of Stride 2.1, the flagship
product of our portfolio company, S2 Technologies," Micciche
concluded.

                        About the Company

Headquartered in San Jose, California, Oryx Technology Corp. is a
technology licensing, investment and management service company
with a proprietary portfolio of high technology products in surge
protection.  Oryx also provides management services to early-stage
technology companies through its affiliate, Oryx Ventures, LLC.

At Feb. 28, 2005, Oryx Technology Corp.'s balance sheet showed a
$163,000 stockholders' deficit, compared to a $1,029,000 positive
equity at Feb. 29, 2004.


PEGASUS SATELLITE: Plan Trustee Wants to Assign KB Scranton Pact
----------------------------------------------------------------
Ocean Ridge Capital Advisors, LLC, the Liquidating Trustee of The
PSC Liquidating Trust established under the Plan, seeks the
U.S. Bankruptcy Court for the District of Maine's authority to:

   (a) assume an asset purchase agreement between Pegasus
       Satellite Communications, Inc., and KB Prime Media, LLC,
       to sell television station WSWB (Channel 38), in Scranton,
       Pennsylvania; and

   (b) assign the KB Scranton Agreement to Mystic Television of
       Scranton, LLC.

Kenneth A. Rosen, Esq., at Lowenstein Sandler, PC, in Roseland,
New Jersey, relates that the Pegasus Satellite
Communications, Inc. and its debtor-affiliates' Broadcast Assets
include television stations owned and operated by the Debtors in
five market areas.  Based on various prepetition agreements with
KB Prime and related persons, certain of the Debtors have the
right to program and receive advertising revenues from other
television stations, the licenses of which are owned directly by
KB Prime.

KB Prime owns licenses to operate full-powered television
stations, including WSWB-TV (Channel 38) in Scranton/Wilkes-
Barre, Pennsylvania and WPME-TV (Channel 35) in Lewiston, Maine.
The Debtors own and operate television stations in the designated
market areas where KB Prime owns television stations WSWB-TV and
WPME-TV.

Pursuant to Federal Communications Commission's rules and
policies, a single entity within a designated market area may only
own a specified number of television station licenses depending on
the overall number of independently owned stations operating in
the designated market area.  However, the FCC's local television
ownership rules do not prohibit licenses in one DMA from
consolidating operations under certain circumstances through time
brokerage agreements, known as TBA, or similar agreements provided
that the licensee of the brokered station retains ultimate control
over its station.

The Debtors are parties to TBAs and other agreements with KB
Prime wherein the Debtors receive certain revenues generated by
the Scranton and Lewiston Stations while KB Prime retains ultimate
control over those stations.

On April 14, 1998, PSC entered into an option agreement to provide
collateral to secure certain loans issued by Wachovia Bank, N.A.
to both W.W. Keen Butcher and Guyon W. Turner.  Mr. Butcher is the
majority owner of KB Prime and the stepfather of Marshall W.
Pagon, the former chairman and former chief executive officer of
PSC.  Mr. Turner is the minority owner of KB Prime.

In turn, Messrs. Butcher and Turner agreed to contribute the
proceeds of the Wachovia Loans to KB Prime and to cause KB Prime
to use Wachovia Loan proceeds for the acquisition and operation of
KB Stations.

In exchange for providing the collateral to secure the Wachovia
Loans, PSC was granted an exclusive and irrevocable option to
acquire any or all broadcast station licenses, permits and the
equity interests or assets of KB Prime, in whole or in part,
exercisable when permitted by the rules, policies or decisions of
the FCC.  As of April 30, 2005, the aggregate principal and
interest owed by Mr. Butcher was $6,601,269 and the aggregate
principal and interest owed by Mr. Turner was $96,516.

In 2004, the Debtors sought and obtained the Court's authority to
take an assignment of the Wachovia Loans from Wachovia.  As a
result, the Debtors now hold the right to receive the amounts due
by Messrs. Butcher and Turner.

Mr. Rosen relates that pursuant to the Option Agreement, to the
extent the option to purchase any broadcast licenses or permits
owned by KB Prime is exercised and a sale is consummated, KB
Prime, and Messrs. Butcher and Turner are all obligated to use the
proceeds of the sale to repay their obligations under the
Wachovia Loans.  This key feature, Mr. Rosen notes, establishes an
express mechanism intended to protect the Debtors from a situation
where the purchase price is paid to KB Prime and the KB Parties
thereafter fail to repay the obligations due under the Wachovia
Loans.  Without this feature, the KB Parties would potentially
receive a windfall by receiving the purchase price for the
Scranton Station, and then fail to pay the Wachovia Loans that
they used to finance the acquisition of the Scranton Station and
the Debtors initially secured by posting a cash deposit for the
benefit of Wachovia and subsequently purchased pursuant to the
Wachovia Assignment Motion.

                      KB Scranton Agreement

PSC and KB Prime entered into the KB Scranton Agreement on
March 15, 2004.  PSC agreed to purchase licenses, permits,
authorizations and certain other assets necessary or useful in
operating WSWB-TV (Channel 38).  The purchase price for the
Scranton Station will be approximately $2.1 million.

The Liquidating Trustee believes, after due and reasonable
inquiry, that the value of the Scranton Station exceeds the
purchase price.

Given the FCC regulatory restrictions on ownership of multiple
stations within a DMA, the Reorganized Debtors seek authorization
to assign the KB Scranton Agreement to Mystic.  The Debtors have
previously filed an application with the FCC for approval of the
transfer of the Scranton Station license to Mystic.  In addition
to Court approval, FCC approval of the sale is required.

Mr. Rosen tells the Court that in conjunction with a closing of
the sale to Mystic, the Liquidating Trustee would also establish
one or more agreements, similar to, but more favorable than, the
agreements that currently exist with KB Prime pursuant to which
the Reorganized Debtors, among other things, will receive the
rights to receive revenues from the Scranton Station.  The
Liquidating Trustee will also demonstrate that Mystic has the
funds necessary to close and perform under the KB Scranton
Agreement.  The Liquidating Trustee is not aware of any monetary
defaults under the KB Scranton Agreement.

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading    
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Maine Case No. 04-20889) on
June 2, 2004.  Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities. (Pegasus Bankruptcy News, Issue
No. 25; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PNM RESOURCES: New Mexico Regulators Approve TNP Acquisition
------------------------------------------------------------
The New Mexico Public Regulation Commission reported that it
approved PNM Resources' (NYSE:PNM) acquisition of Fort Worth-based
TNP Enterprises.

Commissioners voted to approve an unopposed agreement reached
among PNM Resources and several New Mexico parties, including PRC
staff and the state Attorney General's Office.  The agreement
includes a plan to pass along cost savings generated by the
acquisition to customers and outlines the terms of the
acquisition.

"Clearly, the PRC recognized this acquisition and subsequent
customer benefits are in New Mexico's best interest," said PNM
Resources Chairman, President and CEO Jeff Sterba.  "With PRC
approval, we will work toward closing the acquisition in the next
few days."

The PRC approval represents the final step needed before the
Securities and Exchange Commission formally acts on the
acquisition.  The SEC is expected to grant PNM Resources its
approval, now that the PRC has ruled in favor of the acquisition.
The Stock Purchase Agreement calls for closing three business days
after fulfillment of all conditions precedent, including receipt
of all necessary regulatory approvals.

In July 2004, PNM Resources announced a proposed $1.024 billion
acquisition of TNP Enterprises and its subsidiaries, Texas-New
Mexico Power and First Choice Power.  TNMP serves 49,000 electric
customers in southern New Mexico and 207,000 transmission and
distribution customers in Texas.  First Choice Power is a
competitive retail electric provider in Texas, serving an
additional 56,000 electric customers.

The acquisition is expected to generate at least $40 million in
annual pre-tax savings through the refinancing of high-cost TNP
debt and preferred stock and $10 million of annual pre-tax synergy
savings.

The PRC approved terms of the acquisition agreed to by PRC staff,
the state Attorney General's Office, the New Mexico Industrial
Energy Consumers, TNMP and PNM Resources in February.  Among the
agreed-to terms are:

    -- a three-phase rate reduction for TNMP electric customers in
       southern New Mexico with a three-phase rate reduction
       totaling 15.8 percent for all classes;

    -- an imputed 55/45 debt-equity structure with an assumed rate
       of return on equity of 10.5 percent;

    -- maintaining PNM as the power supplier for TNMP's New Mexico
       needs through 2010; and

    -- integrating TNMP's New Mexico assets into PNM effective
       January 1, 2007.

The companies, however, will maintain separate rates through 2010.

The agreement also provides resolution on how consolidation
savings, or synergy savings, will be allocated among PNM gas and
electric customers. According to the agreement:

    -- PNM's 413,000 electric customers will receive rate credits
       totaling $4.6 million or nearly $1.84 million annually over  
       a 30-month period beginning January 2008.  An additional
       $2.3 million will be recognized as a reduction in the cost-
       of-service in the next general rate case.

    -- PNM's 471,000 gas customers will receive $4.3 million in
       rate credits over the next five years or $860,000 annually,   
       beginning at the close of the transaction.

In March, the Public Utility Commission of Texas and the Federal
Energy Regulatory Commission approved the acquisition.  The
Federal Trade Commission granted PNM Resources anti-trust learance
for the acquisition a month earlier.

                       About PNM Resources

PNM Resources is an energy holding company based in Albuquerque,
New Mexico.  PNM, the utility subsidiary of PNM Resources, serves
about 471,000 natural gas customers and 413,000 electric customers
in New Mexico.  The company also sells power on the wholesale
market in the Western U.S. PNM Resources stock is traded primarily
on the NYSE under the symbol PNM.  For more information about our
company, see http://www.pnmresources.com/

                         *     *     *

As reported in the Troubled Company Reporter on March 8, 2005,
Moody's Investors Service has assigned a rating of Baa3 to PNM
Resources, Inc.'s (PNMR) $400 million five-year unsecured bank
credit facility.  Moody's also assigned prospective ratings of
(P)Baa3 and (P)Ba2 for PNM Resources' shelf registration for the
issuance of senior unsecured debt and preferred stock.   This is
the first time that Moody's has assigned ratings to PNM Resources.


REMINGTON ARMS: Tight Liquidity Prompts S&P's Negative Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on firearms
manufacturer Remington Arms Co. Inc. to negative from stable,
mainly reflecting cost pressure from higher raw-material prices,
and also the company's weaker credit statistics and tight
liquidity.  At the same time, Standard & Poor's affirmed its 'B'
corporate credit rating on the company.  Remington Arms had total
debt of about $298 million, including its holding company debt.

Higher raw-material prices are hurting Remington Arms' margins.
Despite achieving a slight year-over-year increase in sales during
the first quarter, Remington Arms' trailing 12-month EBITDA
declined to 7.5% on March 31, 2005, from 10.1% on March 31, 2004.

"While the company has committed to more selective price increases
to offset higher raw-material costs after two price increases
implemented over the past eight months, a complete offset is
unlikely," said Standar d& Poor's credit analyst Andy Liu.

The absence of good hedging contracts in 2005 will also pressure
margins.  Furthermore, the compression of Remington's selling
cycle, as consumers delay the purchase of firearms and ammunition
until closer to the start of hunting season, has increased
seasonal volatility and may elevate peak seasonal working capital
use, straining liquidity.  The company has minimal sales to the
U.S. military and, hence, does not benefit from the conflict in
Iraq or Afghanistan.

The negative rating outlook reflects the expectation that high
raw-material prices will likely continue to pressure margins in
2005 and limit any upside potential from the company's new-product
initiatives.  Further deterioration in operating performance or
liquidity could lead to a downgrade.

On the other hand, if the company is able to offset higher costs
with more price increases that restore margins, the outlook may be
revised to stable, but S&P currently does not expect a sustainable
stabilization of EBITDA and margins, in light of secular trends in
this sector.

The rating reflects Remington Arms mature industry growth
prospects, regulatory and political concerns, the company's
aggressive financial policy, and its recent operating
underperformance.  These factors outweigh the company's good
competitive position in the hunting-and-shooting sports product
market.


RIVIERA HOLDINGS: Alternative Strategies Cue S&P to Retain Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services ratings on Riviera Holdings
Corp., including its 'B' corporate credit ratings, remain on
CreditWatch with developing implications.  The ratings were
initially placed on CreditWatch on Feb. 16, 2005, following the
company's announcement that it requested its financial advisor,
Jefferies Company Inc., to explore strategic alternatives to
maximize shareholder value.  Riviera Holdings had about $215
million in debt outstanding as of March 31, 2005.

Developing implications suggest that ratings could be affected
either positively or negatively, depending on whether a
transaction ultimately occurs.  An example of a transaction that
might have a positive effect would be an acquisition by a higher-
rated entity.  An example of a transaction that could have a
negative effect might include a decision to increase debt levels
to pursue an acquisition or a recapitalization.

In resolving its CreditWatch listing, Standard & Poor's will
continue to monitor developments associated with the company's
pursuit of alternatives to maximize shareholder value.  As the
company may not provide ongoing guidance relative to its progress,
Standard & Poor's may decide to resolve the CreditWatch listing at
a later date if it appears a transaction is not likely to occur.


ROGERS COMMS: Weak Credit Measures Spur S&P to Hold Low-B Ratings
-----------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'BB' long-term
corporate credit ratings and 'B-2' short-term credit ratings on
Rogers Communications Inc., Rogers Wireless Inc., and Rogers Cable
Inc.  The outlook is stable.

The long-term corporate credit ratings on Rogers Communications
Inc., reflect the company's weak credit measures given its high
debt leverage and negative free operating cash flow, which are
partially mitigated by the company's investment-grade business
profile, underpinned by the strength of its national wireless
business and regional cable operations.

RCI has three main operating subsidiaries, which are all 100%
owned:

    (1) Rogers Cable,

    (2) Rogers Media Inc., and

    (3) RWI.

The ratings are assigned on the basis of the consolidated
financial risk and business profiles on RCI and its subsidiaries.
"The ratings on RCI reflect the recent acquisition of Fido Inc.,
formerly Microcell Telecommunications Inc., the repurchase of
minority interests in RWI, the incremental debt associated with
these transactions, and the pending acquisition of Call-Net
Enterprises Inc.," said Standard & Poor's credit analyst Joe
Morin.

RWI's position within the Canadian wireless industry is supported
by its large subscriber base, its national distribution channels,
and its nationwide network.  The wireless industry benefits from
limited competition, with only three national operators, as well
as expectations for continued subscriber and revenue growth, which
should translate into improved profitability and cash flow for RWI
in both the near and medium term.

Rogers Cable is also expected to maintain a solid business
position within its core cable TV and high-speed Internet
offerings in its incumbent regions in the provinces of Ontario,
New Brunswick and Newfoundland.  The company will offer telephony
to residential subscribers beginning in the second half of 2005,
which should contribute to revenue growth, however, it could come
under increased competitive pressure in its core cable offerings
as key competitor Bell Canada, continues to strengthen its video
offering.

The stable outlook reflects expectations for improved credit
metrics in the medium term, and for maintenance of pro forma RCI
consolidated leverage (debt to EBITDA) of about 5.5x or less in
the near term.  The stable outlook also reflects expectations for
the successful integration of both Microcell and Call-Net once the
acquisition is complete, with no deterioration in operating or
financial performance at RWI and Rogers Cable in the medium term.

If Rogers does not perform as expected and credit measures
deteriorate, the ratings or outlook could be negatively affected.
In particular, areas of risk include the integration of Microcell
at RWI and the roll-out of telephony at Rogers Cable, as well as
greater-than-expected pricing competition at RWI or Rogers Cable.
Conversely, if RCI were to reduce debt in the medium term
resulting in an improved financial risk profile, the outlook could
be revised to positive.


ROTATION PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Rotation Products Corporation
        2849 Catherwood Avenue
        Indianapolis, Indiana 46219

Bankruptcy Case No.: 05-10297

Type of Business: The Debtor remanufactures bearings.

Chapter 11 Petition Date: May 27, 2005

Court: Southern District of Indiana (Indianapolis)

Debtor's Counsel: KC Cohen, Esq.
                  151 North Delaware Street, Suite 1104
                  Indianapolis, Indiana 46204
                  Tel: (317) 715-1845
                  Fax: (317) 916-0406

Total Assets: $399,912

Total Debts:  $1,369,114

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
David P. Jones, Sr.           Note principal and        $304,612
8022 Beaumont Green E. Dr.    accrued interest
Indianapolis, IN 46250

Stuart Hansen                 Note principal and        $295,515
8045 Halyard Way              accrued interest
Indianapolis, IN 46236

2849 Realty                   Lease Deficiency          $177,800
8022 Beaumont Green E. Dr.
Indianapolis, IN 46250

Robert Held                   Note principal and        $152,755
                              accrued interest       

Billy Hollenback              Note principal and        $101,170
                              accrued interest

Earnst L. Von Hahmann Jr.     Note principal and         $81,828
                              accrued interest

Marion County Treasurer       Personal and real          $43,088
                              Property taxes

A.M. Castle Co.               Trade Debt                 $34,739

United bearing Co.            Trade Debt                 $24,009

Extreme Machine & Fab         Trade Debt                 $22,227

Marion County Treasurer       Business, personal,        $12,991
                              property tax

Ringmaster/Scot Forge         Trade Debt                  $8,776

Mid States Ins., Inc.         Services on account         $8,746

S&S Tool & Machine            Trade Debt                  $8,570

Cincinnati Steel Treating     Trade Debt                  $7,275               
Co.

Murphy & Co. PC               Services on account         $6,725

Industrial Grinding, Inc.     Trade Debt                  $5,930

Bel-Mar Products Corp.        Trade Debt                  $4,382

HPM Corp.                     Trade Debt                  $4,154

Hammond & Irving              Services on account         $4,105


SEMGROUP L.P.: Moody's Confirms $1.35 Bil. Debts' Low-B Ratings
---------------------------------------------------------------
Moody's Investors Service confirmed SemGroup L.P.'s Ba3 senior
implied rating, Ba3 senior secured term loan rating, and Ba2
rating for its working capital secured bank borrowing base
revolver.  It increased its term loan by $200 million to a new
total of $400 million and working capital borrowing base revolver
by $100 million to a new total of $725 million.  The $175 million
Canadian Term Loan and $50 million secured bank revolver remain
unchanged.  The increases fund SemGroup's most recent in a series
of acquisitions ($481.5 million since year-end 2004) that were
partly funded by $75 million of private equity.

The rating outlook remains stable, pending SemGroup's delivery of
post-acquisition debt reduction, EBITDA, and cash flow in the
ranges that it predicts.  To retain a stable rating outlook,
SemGroup will need to demonstrate in third quarter 2005 that its
pro-forma business portfolio can deliver annualized EBITDA in the
range of $240 million and (2) reduce post-acquisition debt by
roughly $135 million by year-end 2005.

The ratings gain support from:

   * industry seasoned management;

   * favorable profitability trends so far as SemGroup builds out
     its business;

   * the much reduced proportion of EBITDA generated by the
     marketing and hedged trading segment;

   * an ability so far to essentially achieve its expected results
     from acquisitions;

   * its ability to tap significant common equity to fund portions
     of acquisitions;

   * its history of executing conservative policies and
     procedures;

   * considerable restraint provided by the borrowing base,
     covenants, and banks that are seasoned in the midstream
     business; and

   * the ability to operate profitably under those restraints.

The ratings are restrained by:

   * SemGroup's significant leverage and need to reduce that
     leverage;

   * ongoing acquisition risk;

   * heavy and volatile working capital needs;

   * the challenges of an acquisition driven growth strategy in an
     extremely competitive midstream acquisition market;

   * the need for full-proof adherence to the company's
     conservative hedged trading policies and full-proof
     administrative and systems back-up to have correct
     information on the portfolio; and

   * the general fact that the volatile, high volume, low margin,
     marketing and hedged inventory is not a source of firm
     support for the term debt structure.

However, the 2005 acquisitions have again significantly increased
the proportion of cash flow generated by hard assets and reduced
the proportion from Marketing/Trading to roughly 33%.  In
calculating appropriate leverage relative to SemGroup's ratings,
Moody's would exclude the proportion of EBITDA and cash flow
generated by Marketing/Trading.

Excluding unrealized non-cash market-to-market gains and losses on
derivatives contracts, SemGroup reported $164 million of EBITDA
for the twelve months ended March 31, 2005, 46% of which came from
its Marketing/Trading businesses.  Pro-forma for KMC, SemGroup
estimates that EBITDA for the twelve months ended March 31, 2005
would have approximated $240 million (32% from Marketing/Trading).

The $750 million bank borrowing base revolver is rated one-notch
above the senior implied rating due to its tight governance by a
relatively well-structured, dimensioned, and monitored secured
borrowing base of highly liquid, largely hedged receivables and
inventory collateral, as well as a sound covenant package.  The
facilities are agented by a bank that has conducted this sort of
monitored financing for the midstream and refining segments for
many years.  The participant banks also receive weekly borrowing
base reports, weekly mark-to-market and position reports, and
monthly financial statements.

After closure of the KMC acquisition, SemGroup's pro-forma
March 31, 2005 term debt would approximate $733 million.  That
excludes $100 million of short-term SemGroup debt at the time that
funded hedged inventories purchased to lock in gains while the
forward commodity curves were in contango.  As of March 31, 2005,
SemGroup was obligated under $259 million of letters of credit.
Pro-forma for its new volume of business, Moody's anticipates that
letter of credit volumes could rise to somewhat over the
$300 range.  Letter of credit requirements would also tend to
increase or decrease depending on the rise and fall in the prices
of the petroleum commodities involved.

Moody's will track the evolving proportionate scale and
performance of SemGroup's high volume low margin Marketing/Trading
business.  Moody's views it as favorable that the recent
acquisitions further reduced the proportion of total expected cash
flow and EBITDA provided by the Marketing/Trading business.  
Moody's would view it as favorable to solidifying the current
ratings if SemGroup continued to reduce the proportion of cash
flow generated by Marketing/Trading activity.

The pending acquisition of Koch Materials Company's asphalt
retailing and distribution businesses for $285 million (including
$100 million of inventory) drives the most recent increase in
SemGroup's credit facilities to a current combined total of
$1.35 billion.  KMC is a large historically successful asphalt
retailer and reportedly the largest producer of asphalt emulsions
and polymer modified asphalt cement in North America.  SemGroup
estimates that KMC generated approximately $35 million of EBITDA
last year, though it has had a relatively flat trend the last few
years.  KMC owns:

   * 47 asphalt terminals in 47 states,
   * 13 asphalt terminals in Mexico,
   * 6.1 million barrels of asphalt storage capacity,
   * 65 world patents and
   * 10 pending patents.

SemGroup is building a substantial midstream business spanning the
corridor running from the U.S. Gulf Coast and well into Canada.
The addition of KMC adds a national business to the portfolio.  
KMC also operates a number of asphalt terminals in Mexico.  That
acquisition is expected to close in the second quarter, pending
Hart-Scott-Rodino approval.

Overall, SemGroup's pipeline, storage, and terminal assets, plus
its marketing activities, perform the vital midstream functions
linking the upstream hydrocarbon production segment, to the
downstream refining and processing segment, and the distribution
segment of the petroleum business.  

It acts as a gatherer, aggregator, marketer, storage operator, and
hedged trader of upstream natural gas liquids (ethane, propane,
butane, and iso-butane), condensate, and crude oil, supplying
those commodities principally to Mid-Continent
refiners/processors.

It also acts as a natural gas gathering, processing, and storage
operator.  Downstream from the refiner/processor, it acts as
aggregator, hedged trader, and distributor of natural as liquids,
condensate, light refined products, heavy refined products, and
asphalt.

An improving ratings outlook or rating would, require the company
to:

   (1) without increasing leverage continue the diversification of
       its activities to durable fee-based businesses;

   (2) favorable marketing and trading cash flow trends through
       backwardated, transition, and contango markets during times
       of major increases or declines in the absolute prices of
       crude oil;

   (3) continue to run a tight hedging and trading program; and

   (4) reduce leverage to a 2.5x as measured by (Adjusted Debt /
       Total Adjusted EBITDAR) and below 3.7x as measured by
       Adjusted Debt/ Adjusted Non-Marketing EBITDAR.

Given the nature of the Marketing/Trading business, or similar
businesses owned by other firms operating in the midstream sector,
Moody's does not view the earnings, EBITDA, and cash flow of those
businesses to be leveragable with long-term debt.  The
contribution from that segment can be volatile and must be
replicated repeatedly by high volumes of transactions completed at
acceptable margins.  Furthermore, the positions could be directly
encumbered by a counter party obligation, payable, letter of
credit, or working capital borrowings.

However, SemGroup has continued to diversify its former high
reliance on the Marketing/Trading business by acquiring fee-based
fixed asset businesses.  The pending KMC acquisition comes on the
heels of a $31 million acquisition of the fuel business of Halron
Oil Company, Inc., including 310,000 barrels of refined product
storage and related assets.  

Additionally, the company also completed its $218.7 million
purchase of Central Alberta Midstream's majority interest in three
sour gas processing plants as well as 600 miles of associated
natural gas gathering lines and a $30 million purchase of Texon,
L.P.'s three propane terminals situated along the TEPPCO pipeline
in Missouri, Arkansas, and Indiana in the latter half of the first
quarter.

Halron Oil Company, Inc. is one of the largest independent
petroleum marketers in Wisconsin and Michigan's Upper Peninsula.
Halron's acquisition includes:

   1) terminals with 290,000 barrels of refined product storage;

   2) five bulk plant facilities in Wisconsin and Michigan with a
      total capacity of 20,000 barrels;

   3) nine branded diesel fueling facilities in five cities;

   4) a fleet of transports; and

   5) a marine refueling terminal in Michigan.

The ratings also benefit from the fact that SemGroup is not a
Master Limited Partnership.  Unlike MLP's, the company is not
forced to seek increased cash flow to meet distribution growth
promises to the market.  The ratings gain further support from:

SemGroup's logistical fixed asset and marketing positions in the
core central North American crude oil production, refining,
transportation, and consumption corridor spanning the Gulf Coast,
mid-Continent, Midwest, and natural gas processing and marketing
in Canada.  Its diversification across several hydrocarbon
commodities, midstream activities, and regions may provide greater
market opportunity, information, and risk diversification.  The
CAMS, Texon, Halron, and KMC acquisitions amplify the scale of
SemGroup's midstream infrastructure, and its customer
relationships, in the heart of the North American energy
infrastructure.

Moody's will monitor how the KMC acquisition performs across the
underlying volatile petroleum price cycles.  Furthermore,
SemGroup's Marketing/Trading business entails inherent asymmetric
risks if its hedging discipline and daily back office precision
fell short of its needs.

Importantly, however, in addition to SemGroup's own restrictive
policy on the matter, the rated credit agreements restrict
SemGroup to running only fully covered positions.  Nevertheless,
the ratings are sensitive to its ability to successfully market,
trade, and hedge its activity through volatile spot and forward
markets and execute profitable marketing business in backwardated,
transition, and contango markets.

SemGroup's book mark-to-market gains and losses can be
significant, as in 2004 where such unrealized mark-to-market non-
cash losses totaled $107 million.  Such unrealized non-cash mark-
to-mark gains and losses are most pronounced in sharply rising or
falling hydrocarbon commodity markets though these are also the
markets in which SemGroup believes its opportunities are greatest.

However, SemGroup states that 90% of its mark-to-market gains and
losses typically have zero cash impact, due to offsetting
underlying physical commodity positions.

Moody's confirms these ratings:

   1) Confirmed the Ba2 rating on SemCrude's now $725 million
      working capital borrowing base revolver maturing
      August 2008, first secured by all borrower and guarantor
      working capital, and junior secured by all borrower and
      guarantor fixed assets.  The facility has a $350 million
      contango borrowing sub-limit and the full amount of the
      facility, after deducting contango borrowings, is available
      to issue letters of credit.

   2) Confirmed the Ba3 rating on SemCrude's $50 million
      (unchanged) revolving credit facility maturing August 2008,
      first secured by the borrower's and all guarantors' fixed
      assets and junior secured by all borrower and guarantor
      working capital assets.

   3) Confirmed the Ba3 rating on SemCrude's now $400 million 6
      year Term Loan B, first secured by the borrower's and all
      guarantors' fixed assets and junior secured by all borrower
      and guarantor working capital assets.

   4) Confirmed a Ba3 rating on SemCrude's $175 million 6 year
      Canadian Term Loan for SemCams Holding Company, first
      secured by the borrower's and all guarantors' fixed assets
      and junior secured by all borrower and guarantor working
      capital assets.

   5) Confirmed the Ba3 Senior Implied Rating.

SemGroup, L.P. is headquartered in Tulsa, Oklahoma.


TOYS 'R' US: Commences Tender Offer for $200M 8-3/4% Debentures
---------------------------------------------------------------
Toys "R" Us, Inc. (NYSE: TOY) reported that it has received
written request from Global Toys Acquisition, LLC, the investment
group consisting of affiliates of Bain Capital Partners LLC,
Kohlberg Kravis Roberts & Co. and Vornado Realty Trust (NYSE:
VNO), to commence a cash tender offer for any and all of the
outstanding $200,000,000 principal amount of 8-3/4% Debentures due
September 1, 2021, as well as a related consent solicitation to
amend the indenture governing the Debentures.  Toys "R" Us
commenced the tender offer and consent solicitation last May 27,
2005.

The total consideration for each $1,000 principal amount of
Debentures tendered on or prior to 5:00 p.m., New York City time,
on June 10, 2005, unless extended or earlier terminated, and
accepted for payment pursuant to the tender offer will be $980.00.
The total consideration will be the sum of a purchase price of
$950 for each $1,000 principal amount of Debentures tendered and
accepted for payment pursuant to the tender offer and a consent
payment of $30 for each $1,000 principal amount of Debentures
validly tendered prior to the Consent Payment Deadline and
accepted for payment.  Holders who tender their Debentures must
consent to the amendments.  Holders whose valid tenders are
received after the Consent Payment Deadline, but prior to 5:00
p.m., New York City time, on June 27, 2005 (unless extended or
earlier terminated), will receive only the Tender Offer
Consideration.  In either case, holders whose Debentures are
purchased will also be paid accrued and unpaid interest on the
principal amount of Debentures tendered to, but not including, the
settlement date.  The settlement date of the offer is expected to
be one business day after the Expiration Time or promptly
thereafter.

Consummation of the tender offer and consent solicitation, and
payment of the Tender Offer Consideration and Consent Payment are
subject to the satisfaction or waiver of various conditions.  The
proposed merger is not conditioned in any way on completion of the
tender offer and consent solicitation and the tender offer and
consent solicitation are not conditioned in any way on completion
of the proposed merger.

The proposed amendments to the indenture governing the Debentures
will be set forth in a supplemental indenture and are described in
more detail in the Offer to Purchase and Consent Solicitation
Statement.  The supplemental indenture will not be executed unless
and until Toys "R" Us has received consents from holders of a
majority in outstanding principal amount of the Debentures, and
the amendments will not become operative unless and until Toys "R"
Us has accepted for purchase the Debentures pursuant to the tender
offer and consent solicitation.

The deadline for withdrawals of Debentures is 11:59 p.m., New York
City time, on June 10, 2005, unless extended by the Company in its
sole discretion.  A holder of Debentures may not revoke its
consent without withdrawing its Debentures before the supplemental
indenture has been executed.

For the tender offer and consent solicitation, Credit Suisse First
Boston will serve as the Dealer Manager and Solicitation Agent and
Georgeson Shareholder Communications Inc. will serve as the
Information Agent.  Requests for information should be directed to
Credit Suisse First Boston at 212-325-2130 (call collect) or
Georgeson Shareholder Communications Inc. at 800-561-4106 (toll
free) and requests for documentation should be directed to
Georgeson Shareholder Communications Inc. at 800-561-4106 (toll
free) or 212-440-9800 (banks and brokers).  The Depositary is The
Bank of New York.

This announcement is not an offer to purchase or a solicitation of
an offer to sell or a solicitation of consents with respect to the
debentures.  The tender offer and consent solicitation are being
made solely by the offer to purchase and consent solicitation
statement dated may 27, 2005.

                        About the Company

Toys "R" Us, Inc., is one of the leading specialty toy retailers
in the world.  It currently sells merchandise through more than  
1,500 stores, including 680 toy stores in the U.S. and 608
international toy stores, including licensed and franchise stores
as well as through its Internet sites at http://www.toysrus.com/
and http://www.imaginarium.com/and http://www.sportsrus.com/    
Babies "R" Us, a division of Toys "R" Us, Inc., is the largest
baby product specialty store chain in the world and a leader in
the juvenile industry, and sells merchandise through 219 stores in
the U.S. as well as on the Internet at http://www.babiesrus.com/  

                        *     *     *

As reported in the Troubled Company Reporter on March 21, 2005,  
Fitch Ratings believes that Toys 'R' Us, Inc., could be
downgraded, and possibly into the 'B' category, following the sale
of the company to a joint venture formed by affiliates of Kohlberg
Kravis Roberts & Co., Bain Capital Partners LLC, and Vornado  
Realty Trust.

This investor group has agreed to acquire TOY for $6.6 billion and
assume TOY's debt, which totals approximately $2.3 billion.  TOY's
senior notes are currently rated 'BB' by Fitch and remain on
Rating Watch Negative, where they were placed in August 2004.
It is currently expected that the acquisition will be financed
with a material debt component.  Vornado separately announced this
morning that it will be investing $450 million for a one-third
interest in the acquiring joint venture, implying a total equity
component of $1.35 billion.  This, in turn, implies a debt
component of the purchase price in excess of $5 billion.

This amount of debt would push TOY's adjusted debt/EBITDAR to
around nine times on a pro forma basis from around 5.0 times in
the twelve months ended Oct. 30, 2004.  It is possible that the
company will raise additional equity or engage in asset sales,
with the proceeds used to reduce acquisition debt.  Nonetheless,
the Rating Watch Negative status reflects the expectation that
without a significant equity component to the financing, a
downgrade of potentially several notches would likely be
warranted.  Fitch will base its final rating decision on an
assessment of the structure and financial profile of the acquiring
entity.  Fitch will also continue to evaluate trends in TOY's
operations, which remain pressured by competition from the
discounters and general weakness in toy retailing.


TROPICAL SPORTSWEAR: Court Confirms Joint Liquidating Plan
----------------------------------------------------------
The Honorable Michael G. Williamson of the U.S. Bankruptcy Court
for the Middle District of Florida confirmed Tropical Sportswear
International Corporation's Amended Joint Liquidating Plan of
Reorganization filed on Mar. 17, 2005.

Judge Williamson determined that the Plan met the 13 standards for
confirmation stated in 11 U.S.C. Section 1129(a).

Under the Plan, the Debtors and the Holders of Allowed Claims will
execute a Liquidating Trust Agreement on the Effective Date.
The Trust Agreement provides for the establishment of the
Liquidating Trust with the sole purpose of liquidating and
distributing the Trust Assets, in accordance with Treasury
Regulation section 301.7701-4(d), with no objective to continue or
engage in the conduct of a trade or business.  On or before the
Effective Date, the Liquidating Trust Committee will be formed,
and will appoint a Liquidating Trustee.

On the Effective Date, the Debtors, after making the initial
Distributions to Holders of Allowed Claims pursuant to the Plan,
will transfer to the Liquidating Trust all of their right, title,
and interest in all of the Trust Assets and any other remaining
Property of the Debtors and their Estates, free and clear of any
Lien, Claim or Interest in that Property of any other Person
except as provided in the Plan.

Priority Non-Tax Claims and Secured Superpriority Claims of CIT as
Agent under the DIP Facility will be paid in full on the Effective
Date.

Claims by the Customs Bond Agent, who holds Cash of the Debtors
amounting to $5.3 million, will be authorized, on or before  the
Effective Date to apply the Cash and all other amounts owing to
the Bond Agent, and upon  satisfaction in full of all the  
obligations of the Debtors, the remainder of the Cash held by the
Bond Agent will be delivered to the Liquidating Trustee for
deposit in the Liquidating Trust.

Allowed General Unsecured Claims owed $110 million, will receive
on the Effective Date, either their Pro Rata Share of the Cash in
the Unsecured Claim Distribution Fund, or they can elect to have
their Claims treated as Convenience Claims and receive a one time
Distribution of 40% of the Allowed amount of its Convenience
Claim.

Subordinated Claims and Intercompany Claims will neither receive
nor retain any property under the Plan, while Holders of Interests
will be cancelled on the Effective Date.

Headquartered in Tampa, Florida, Tropical Sportswear Int'l Corp.
-- http://www.savane.com/-- designs, produces and markets branded  
branded apparel products that are sold to major retailers in all
levels and channels of distribution.  The Company and its
debtor-affiliates filed for chapter 11 protection on Dec. 16, 2004
(Bankr. M.D. Fla. Case No. 04-24134).  David E. Bane, Esq., and
Denise D. Dell-Powell, Esq., at Akerman Senterfitt, represent the
Debtors in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$247,129,867 and total debts of $142,082,756.


US AIRWAYS: Gets Court Nod to Ink Liberty Mutual Insurance Accord
-----------------------------------------------------------------
US Airways, Inc., and its debtor-affiliates sought and obtained
the U.S. Bankruptcy Court for the Eastern District of Virginia's
authority to enter into a Workers' Compensation Insurance
Agreement with Liberty Mutual Group for its employees in Florida.  
The workers' compensation insurance coverage provided by American
International Group expired on February 14, 2005.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
recounted that the Debtors engaged Willis of New York, an
insurance broker, to locate an insurer to underwrite a workers'
compensation insurance program.  However, no insurer would
voluntarily underwrite a workers' compensation insurance program
for the Debtors due to aviation risk and the financial risk
associated with the bankruptcy proceedings.  In response to this
shortcoming, the Debtors placed their workers' compensation with
involuntary markets, or "assigned risk pools."  According to Mr.
Leitch, these pools are a product of last resort when voluntary
markets are not viable options.  Assigned risk pools are
generally the most costly method of obtaining workers'
compensation insurance coverage, Mr. Leitch says.

For the Debtors' operations in Florida, the only workers'
compensation option available was the Joint Underwriting
Association, which is Florida's assigned risk pool.  The Debtors
would have paid $7,650,000 to join the JUA workers' compensation
program for one year.  Participation in the JUA, Mr. Leitch says,
also carries the risk of joint and several liability provisions,
which require that, in the event of any shortfall in the JUA's
revenues in relation to losses, individual members are assessed
to cover the financial shortfall.

To avoid workers' compensation liability over which there was no
control, the Debtors reached an Insurance Agreement with Liberty
Mutual.  Liberty Mutual will voluntarily underwrite the Debtors'
workers' compensation coverage in Florida, effective April 20,
2005, through April 20, 2006.

Mr. Leitch related that Liberty Mutual will cover claims arising
from bodily injury by accident of up to $1,000,000 per each
accident, and coverage for bodily injury by disease of
$1,000,000.  The Debtors paid Liberty Mutual an Initial Premium
of $1,555,917, to coverage from April 20, 2005, through June 30,
2005.  The Initial Premium is fully earned and non-refundable if
the Debtors cancel the Insurance Agreement before June 30, 2005.
Upon Court approval of the Insurance Agreement, the Initial
Premium will be credited against an annual premium of $7,645,269.
The balance of the premium, $6,089,352, is due on May 20, 2005.

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.  (US Airways Bankruptcy News, Issue
No. 93; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Rejects Rolls-Royce's TotalCare Pact; To Pay $2.7MM
---------------------------------------------------------------
In an order consented to by US Airways, Inc., and its debtor-
affiliates and Rolls-Royce PLC, the parties agree that the Debtors
will reject the TotalCare Agreement, effective November 16, 2004.  
Rolls-Royce plc will waive any postpetition administrative claim
and withdraw its request with prejudice.  

The Debtors will pay Rolls-Royce $2,776,401 in three installments.  
Upon receipt of the payments, Rolls Royce will deliver four
modules to the carrier.  

The payments will satisfy all charges for work, labor and
services performed on the modules.  Rolls-Royce must receive the
payments before the module will be delivered, no later than
May 31, 2005.  Any unpaid amounts will constitute a lien on the
related engine and an administrative expense claim.

The Agreement is signed by Tony Allen, Rolls-Royce's Assistant
Vice-President, Americas.

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.  (US Airways Bankruptcy News, Issue
Nos. 86 & 87; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Wants to Reject Two Boeing Aircraft Leases
------------------------------------------------------
Pursuant to Section 365 of the Bankruptcy Code, US Airways, Inc.,
and its debtor-affiliates seek the U.S. Bankruptcy Court for the
Eastern District of Virginia's authority to reject two aircraft
leases.  The Debtors want the Court to require entities affected
by the rejection to file their related proof of claim within 30
days of the rejection date, so as not to expose any of the
Debtors' estates to unwarranted postpetition administrative
expenses.  The leased aircraft to be rejected are a Boeing 737-4B7
bearing Tail No. N436US and a Boeing 737-3B7 bearing Tail No.
N528US.  Both aircraft are financed by statutory trusts with U.S.
Bank acting as Liquidating Trustee.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
explains that the Debtors are analyzing their flight schedules,
aircraft and engine types, run costs, projected demand for air
travel, labor costs and other business factors in conjunction
with their fleet of aircraft.  The Debtors intend to maximize the
fleet's utility at the lowest possible cost.  Based on this
analysis, the Debtors have decided to retire certain aircraft and
engines from their fleet.  The Debtors have reduced their flight
schedules and the aircraft and engines selected for retirement
are no longer being utilized.  Accordingly, the Debtors seek to
eliminate the costs associated with retaining the aircraft and
engines.

Mr. Leitch assures the Court that by the rejection date, the
aircraft will be taken out of service.  The lessor will be
notified and the Debtors will relinquish possession of the
aircraft.  The Debtors will deliver the aircraft and all related
technical records and documents to the Pittsburgh International
Airport.

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.  (US Airways Bankruptcy News, Issue
No. 88; Bankruptcy Creditors' Service, Inc., 215/945-7000)


USG CORP: Equity Committee Wants to Hire Weil Gotshal as Counsel
----------------------------------------------------------------
Weil Gotshal & Manges LLP is an international law firm with
principal offices located at 767 Fifth Avenue, in New York.  Weil
Gotshal also has offices in Washington, D.C.; Houston, Dallas and
Austin, Texas; Miami Florida; Redwood Shores, California; Boston,
Massachusetts; Wilmington, Delaware; and Providence, Rhode
Island; as well as international offices in London, United
Kingdom; Budapest, Hungary; Warsaw, Poland; Brussels, Belgium;
Frankfurt and Munich, Germany; Prague, Czech Republic; Paris,
France; Singapore; and Shanghai, China.

The Statutory Committee of Equity Security Holders believes Weil
Gotshal is both well qualified and uniquely able to represent it
as its counsel in the Debtors' bankruptcy cases in an efficient
manner because of the firm's extensive experience and knowledge
and, in particular, its recognized experience in the field of
debtors' and creditors' rights, business reorganizations, and
mass tort cases under chapter 11 of the Bankruptcy Code.

The Equity Committee has been informed that the members, counsel
and associates of Weil Gotshal who will be involved in the
Debtors' bankruptcy cases are members of good standing of, among
others, the Bars of the State of New York, the District of
Columbia, and the State of Texas, and that they will seek
admission to practice pro hac vice before the Court.

Accordingly, the Equity Committee seeks the Court's authority to
retain Weil Gotshal, nunc pro tunc to May 4, 2005, as its counsel
in connection with the Debtors' Chapter 11 cases.

Specifically, in connection with its retention, Weil Gotshal
will:

    (a) take all necessary action to protect the rights and
        interests of the Equity Committee with respect to the
        Debtors' chapter 11 cases;

    (b) assist and counsel the Equity Committee in respect to its
        organization, the conduct of its business and meetings,
        the dissemination of information to its constituency, and
        other matters as are reasonably deemed necessary to
        facilitate the administrative activities of the Equity
        Committee;

    (c) attend the Equity Committee's meetings;

    (d) prepare on behalf of the Equity Committee all necessary
        motions, applications, answers, orders, reports, and other
        papers in connection with the Debtors' cases to advance
        and protect the interests of the Equity Committee;

    (e) represent and advise the Equity Committee in connection
        with any Chapter 11 plan;

    (f) confer with the Debtors, the other statutory committees
        appointed in their cases, as well as with the other
        professionals engaged by the Equity Committee;

    (g) review the Debtors' activities and matters concerning the
        treatment of their equity interests, and advise the Equity
        Committee in that respect;

    (h) attend to the inquiries of the members of the Equity
        Committee concerning the Debtors' bankruptcy cases;

    (i) perform all necessary legal services in connection with
        the pending asbestos claims estimation litigation in the
        Debtors' cases, and other litigation as may be directed by
        the Equity Committee; and

    (j) appear on behalf of the Equity Committee before the Court,
        or otherwise represent the Equity Committee in any
        contested matter or adversary proceeding in the Debtors'
        cases affecting or concerning:

        -- the treatment of equity interests, whether under a
           chapter 11 plan of otherwise;

        -- the powers and duties of the Equity Committee; and

        -- the application for and payment of the expenses
           incurred by members of the Equity Committee, as well as
           the fees and expenses of other professionals engaged by
           the Equity Committee, if applicable.

The Equity Committee believes that retaining Weil Gotshal is
necessary and appropriate to facilitate and implement the Equity
Committee's efforts to protect the interests of all holders of
equity securities whom it represents and the equitable and
effective administration of the Debtors' cases.

Weil Gotshal will be paid in accordance with its normal and
customary hourly rates and disbursement policies, as charged from
time to time:

          Partners and counsel          $500 to $775
          Associates                    $240 to $505
          Paraprofessionals              $60 to $240

Weil Gotshal will also be reimbursed for necessary out-of-pocket
expenses incurred.

Martin J. Bienenstock, Esq., a member of Weil Gotshal, attests
that firm does not hold or represent an interest adverse to those
of the Equity Committee's in the matters on which Weil Gotshal is
to be employed.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading   
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 88; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VICKSBURG CHEMICAL: EPA Considers Buyers for Chemical Plant
-----------------------------------------------------------
Silvertip Project Partners and Harcros Chemicals Inc. of Kansas
City in partnership with Arcadis, a Dutch multinational
corporation, express interest to buy Vicksburg Chemical Inc.'s
unused chemical plant in Vicksburg, Mississippi.

Ownership of the chemical plant was given to the U.S.
Environmental Protection Agency after it was abandoned by
Vicksburg.  EPA is monitoring the soil around the facility that
has been contaminated over the years and is considered a possible
health and environmental risk.

The proposed buyers of the property intend to turn the site into a
residential subdivision, a golf course and a possible new
industry.

"We could be on the site in July. A lot of things have to fall in
place for that to happen, but it still looks very doable and
possible," Paul Bunge, managing member of Silvertip LLC, told the
Associated Press.  He believes the site cleanup will take up to
three years and will costs about $8 million.

                 About Vicksburg Chemical Plant

The Vicksburg Chemical Company Site is located at Rifle Range Road
in Vicksburg.  The Site is comprised of approximately 650 acres
divided into two separate and distinct operations known as the
North Plant and the South Plant.  The site is the location of a
former chemical and fertilizer production facility.  The North
Plant produced potassium nitrate (fertilizer), liquid chlorine and
liquid dinitrogen tetraoxide, an additive for rocket fuel.  The
South Plant produced chlorinated pesticides, herbicides and other
agricultural products.  

When Vicksburg Chemical and its parent company, Cedar Chemical
Corp., filed for chapter 11 in March 2002, it listed
$75.2 million in assets and $112.9 million in liabilities.  Judge
Stuart M. Bernstein approved the Debtor's Third Amended Chapter 11
Joint Plan of Liquidation on March 31, 2005.


VIRGIN MOBILE: Moody's Rates Proposed $600M Facility at B3
----------------------------------------------------------
Moody's Investors Service today assigned a B3 rating to the
proposed senior secured credit facilities of Virgin Mobile USA,
LLC as described below.  Moody's also assigned a B3 senior implied
rating for the company, and the outlook for all these ratings is
positive.

The assigned ratings are:

   * Senior implied -- B3

   * $100 million senior secured revolving credit facility
     expiring 2010 -- B3

   * $500 million senior secured term loan maturing 2012 -- B3

The B3 senior implied rating reflects:

   1) the challenging operating environment the company faces as   
      US wireless growth slows and carriers seek to increase their
      penetration of Virgin Mobile USA's target markets;

   2) the inherent challenges of profitably providing prepaid
      wireless service in the US;

   3) the company's high leverage; and

   4) current lack of free cash flow.

The rating is also constrained by Moody's opinion of the lack of
asset protection available to lenders in a distress scenario, as
Virgin Mobile USA is a 'virtual' network operator, without
spectrum or wireless network assets.  

Positively, the rating reflects:

   1) the strength of the company's relationships and material
      contracts with its sponsors, Sprint Corporation (Baa3
      developing) and the Virgin Group (unrated);

   2) the good market opportunity for the company's unique brand
      of wireless service;

   3) its recent success in the marketplace; and

   4) prospects for continued strong subscriber growth.

The $600 million of senior secured credit facilities are also
rated B3 as these obligations will be the only long-term debt of
the company.

The positive ratings outlook reflects Moody's opinion that the
ratings could be upgraded within the next 12 to 18 months should
Virgin Mobile USA be able to increase ARPUs by roughly $3/month
from current levels while growing its subscriber base above 25%
per year, and to achieve sustainable free cash flow.

Moody's believes the company will have sufficient liquidity to
absorb negative cash flows in the short term as it continues to
rapidly expand its subscriber base.  The ratings outlook is likely
to stabilize if the company cannot increase ARPU and should
subscriber growth slow closer to the industry average.  The
ratings are likely to be lowered should the company not be able to
generate material free cash flow, or should violation of any of
its bank covenants appear likely.

Since launching service in 2002, Virgin Mobile USA has been quite
successful in attracting subscribers to its prepaid wireless
service, attaining roughly 3 million subscribers in 3 years.  As
the US wireless industry matures and the market penetration of
good credit quality, high usage subscribers nears saturation, the
under-penetrated subscriber growth opportunity lies in lower
credit quality subscribers, or those who as yet have been
reluctant to commit to an annual contract for wireless service.
Virgin Mobile USA's addresses this significant market opportunity
with a simple prepaid service offering utilizing a strong brand
with a clear focus on the youth market, clever marketing, and
demographically tailored content.

Moody's believes that if the US wireless industry is to achieve
higher penetration levels, those incremental subscribers are
unlikely to pay $50 per month and sign a one-year contract.
Therefore, distinct market segments must be targeted with lower
price points on less burdensome terms, as Virgin Mobile USA has
been doing for the past three years.

However, the large, well established carriers are addressing this
market opportunity on two fronts:

   a) their own prepaid offerings; and

   b) low priced add-a-line, family plans with free in network
      calling.

In addition, recognizing the large market opportunity many other
virtual network operators have either recently launched or will
soon.  These competitive forces are likely to hamper Virgin Mobile
USA's prospects and make improving ARPU and continued rapid
subscriber growth quite challenging.

As a testament to its strong brand and good customer service,
Virgin Mobile USA's monthly subscriber churn has been lower than
could be expected of a 100% prepaid service provider.  
Nonetheless, churn may creep higher as some its subscribers
outgrow the limitation of this relatively high-priced (on a per
minute basis) wireless service should they wish to use their
mobile phones at levels closer to current industry averages.

While the company has plans to address this higher usage end of
their target market, Moody's is concerned about the ability of
Virgin Mobile USA to retain those higher MOU subscribers who may
be better served with a postpaid contract offering from another
carrier.  As noted above, a key factor to improve the ratings will
be the company's ability to increase ARPU by addressing this
higher spending part of its target market.

Due to its rapid growth and still nascent stage of its operations,
Virgin Mobile USA is consuming cash and is not expected to
generate free cash flow until 2006.  Proceeds from the proposed
senior bank financing will not be used to fund future growth but
will instead be returned to shareholders, effectively returning
all the capital they have provided, and to repay existing debt.

Despite the company being effectively 100% debt financed (pro
forma for the proposed financing), and the lack of hard assets or
licensed spectrum to provide lenders downside protection, Moody's
takes comfort in the material contracts between Virgin Mobile USA
and its two sponsors, which contracts will be pledged to the
lenders.  These 20 year contracts provide for use of the Virgin
brand for a nominal royalty, and access to the Sprint PCS network
at rates that allow Virgin Mobile USA to earn a good yield per
minute.

Headquartered in Warren, New Jersey, Virgin Mobile USA is a
provider of wireless services targeting the youth market with over
3 million subscribers at the end of March 2005.


VIRGIN MOBILE: S&P Rates Proposed $600 Mil. Sr. Sec. Loan at B-
---------------------------------------------------------------
Standard & Poor's Ratings Services that it assigned its 'B-'
corporate credit rating to Warren, New Jersey-based prepaid
wireless provider Virgin Mobile USA LLC.  A 'B-' bank loan rating
and a '5' recovery rating were assigned to the company's proposed
$600 million senior secured credit facility based on a term sheet.  
The 'B-' bank loan rating and '5' recovery rating indicate
expectations for negligible (0%-25%) recovery of fully-drawn loan
principal in the event of a payment default or bankruptcy.  The
outlook is developing.

Total bank loan proceeds of $500 million will be used:

    (1) for a roughly $380 million shareholder distribution,

    (2) to refinance approximately $110 million in existing debt,
        and

    (3) for transaction fees and expenses.

VMU is a joint venture of Sprint Corp., which provides wholesale
wireless network services to the company under a 20-year
agreement, and the Virgin group of companies, which provide
branding.  VMU has over three million wireless customers and will
have about $500 million in debt upon completion of the proposed
transaction.

"The ratings reflect competitive wireless industry conditions,
dependence on the narrow, less-lucrative prepaid market
characterized by higher churn and lower profitability than for
postpaid carriers; uncertain growth potential for new pricing
plans; a leveraged financial profile with a likelihood of minimal
near-term discretionary cash flow; and potential liquidity
pressure if operating performance falters," said Standard & Poor's
credit analyst Eric Geil.

Tempering factors include good brand recognition, strong growth in
the youth customer wireless market, nationwide coverage using
Sprint's wireless network, and low capital expenditure
requirements and good discretionary cash flow potential because
the company does not own a wireless network.


W.R. GRACE: Court Approves Hatco Settlement & Remediation Deals
---------------------------------------------------------------
From 1959 through 1978, W.R. Grace & Co.-Conn. owned and operated
a specialty chemicals manufacturing facility located at 1020 King
Georges Post Road in Fords, New Jersey, then known as the Hatco
Chemical Division of Grace.  Hatco Corporation purchased the real
property and operations of the Hatco Chemical Division on
August 21, 1978.  Hatco continues to own and operate the Hatco
Facility.

              Site Remediation and the 1996 Settlement

On July 22, 1992, the State of New Jersey, through the New Jersey
Department of Environmental Protection, issued a Directive and
Notice to the Insurers of Grace and Hatco asserting that the
parties are responsible for the discharge of hazardous substances
at the Hatco Facility pursuant to the Spill Compensation and
Control Act, and demanding that Grace and Hatco conduct a
remedial investigation and remedial action of hazardous
substances.

Hatco entered into an administrative consent order with the NJDEP
in September 1992 for the investigation and remediation of
hazardous substances on or emanating from the Hatco Facility.
Hatco then initiated litigation against Grace.

After extensive litigation in the federal and state courts, Grace
and Hatco entered into a settlement agreement dated July 1, 1996.
The 1996 Settlement Agreement provided for Grace and Hatco to
remediate the Site cooperatively and to participate jointly in
the resolution of future costs and expenses in connection with
the remediation.  Grace and Hatco have worked cooperatively to
address contamination at the Site since entering into the 1996
Settlement, and, until the Debtors' Petition Date, resolved
remediation costs and expenses.  Grace has not sought to reject
the 1996 Settlement under the Bankruptcy Code.

By letter dated September 12, 2001, Grace, W.R. Grace & Co., and
Remedium Group, Inc., advised the State of New Jersey and Hatco
of their bankruptcy filing and informed that they would be unable
to further participate in the environmental remedial activities
at the Site due to their Chapter 11 cases.  By letter dated
September 21, 2001, Hatco disputed the position of the Settling
Debtors and asserted that Grace has a continuing obligation to
perform the remediation of the Site pursuant to the 1996
Settlement.

The State believes that it has a non-dischargeable claim against
Grace for the remediation of the Site.

On March 28, 2003, Hatco filed Claim No. 9569 against Grace,
which claim asserts $34 million relating to Grace's obligations
and liabilities that arose from environmental contamination at
the Site.

                   The Liability Transfer Program

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., in Wilmington, Delaware, informs Judge
Fitzgerald that to avoid protracted litigation and resolve their
liability in connection with the Site, the Settling Debtors and
Hatco have developed a liability transfer program to achieve
remediation of the Site at minimum risk and cost to the Settling
Debtors.  The transfer is structured so that, in exchange for a
one-time payment, a third-party environmental contractor will
assume, in perpetuity, the Settling Debtors' and Hatco's
environmental remediation and environmental legal liability in
connection with the Site.  In short, under agreements with the
State and with the Settling Debtors and Hatco, the third-party
will be responsible in completing the environmental remediation
of the Site and maintain the remedy in perpetuity, and will
defend and pay other claims related to environmental conditions
at the Site.  The third-party's obligations will be backed by an
environmental insurance policy providing remediation cost cap
insurance in addition to pollution legal liability insurance.

To develop and implement the liability transfer structure, the
Settling Debtors entered into a professional services agreement
with Marsh USA Inc. for advice and assistance with regard to the
structure and details of the liability buy-out.  According to Ms.
Jones, Marsh has specialized knowledge with respect to
environmental insurance programs and risk transfer.  Among other
things, Marsh evaluated the environmental clean-up risks at the
Site, structured a program to address the risks, identified
potential liability buy-out candidates and insurance providers,
assisted to interview and negotiate with the candidates and
providers, and supported the evaluation of bids received.

With Marsh's assistance, the Settling Debtors and Hatco solicited
competitive bids from experienced environmental contractors.
After a rigorous selection process, the Settling Debtors and
Hatco selected Weston Solutions, Inc., as third party liability
buy-out contractor.  Weston has chosen ACE American Insurance
Company as its insurer.  ACE will issue a Remediation Expense
Containment and Premises Pollution Liability Insurance Policy to
insure Weston's obligations under the liability transfer.

                  The Liability Transfer Documents

To formalize the liability transfer, a set of five documents have
been developed:

    (a) a Settlement Agreement among the Settling Debtors,
        NJDEP, Hatco, Weston and ACE;

    (b) a Remediation Agreement among the Settling Debtors,
        Hatco and Weston;

    (c) a Policy to be issued by ACE;

    (d) an Administrative Consent Order agreed to among NJDEP,
        Weston and ACE; and

    (e) a Natural Resource Damages Settlement Agreement agreed
        among the Settling Debtors, NJDEP, Hatco and Weston.

                      The Settlement Agreement

Grace, Remedium, NJDEP, Hatco, Weston and ACE have executed a
Settlement Agreement, under which:

    1. Grace and Remedium will pay $21,353,794 in settlement of
       all liabilities with respect to the environmental
       conditions at the Site;

    2. Hatco will pay $3,768,316 in settlement of all liabilities
       with respect to the environmental conditions at the Site
       related to releases from the Site commencing prior to
       November 4, 2002;

    3. Grace and Remedium will exchange mutual releases of claims
       and covenants not to sue with Hatco;

    4. NJDEP will grant Grace and Remedium a covenant not to sue
       relating to environmental contamination resulting from
       discharges from the Site;

    5. NJDEP will grant Hatco a conditional promise not to sue
       relating to environmental contamination resulting from
       discharges from the Site commencing prior to November 4,
       2002;

    6. Hatco and NJDEP will be precluded from seeking other relief
       against Grace and Remedium related to the Site;

    7. Hatco's Claim and claims under the 1996 Settlement will be
       extinguished; and

    8. Weston will be responsible for its commitments under the
       Settlement Agreement, Remediation Agreement, the Policy,
       and the Administrative Consent Order, and ACE will be
       required to issue the Policy and provide financial
       assurance on Weston's behalf for the remediation to the
       limits of, and for so long as, the Policy is effective.

                     The Remediation Agreement

Grace, Remedium, Hatco and Weston have executed a Remediation
Agreement, under which Weston will accept responsibility for
historical environmental liabilities in connection with the Site
and the Debtors and Hatco will fund the remediation of the Site
and the purchase of insurance and annuity, for a total of
$25,122,110.  In particular, Weston will become responsible:

    * for all activities necessary to investigate and remediate
      pollution conditions caused by operations or conditions
      existing prior to November 4, 2002, whether at, under, or
      migrated or migrating from the Site;

    * to sign as the generator for all remediation waste disposed
      from the Site; and

    * for the legal obligations of Grace, Remedium, or Hatco for
      risks resulting from the pollution conditions, including
      third-party bodily injury, property damage and natural
      resource damage claims.

Weston's activities will be funded and insured through the Policy
for the first 30 years.  Any long-term operation and maintenance
of the remedy after that will be financed through a pre-funded
annuity.

                           The ACE Policy

The Policy has been negotiated among Grace, Remedium, Hatco,
Weston and ACE.  The Policy will fund the remedial action, cover
any cost overruns associated with implementing the remedial plan
or resulting from unknown pre-existing conditions or regulatory
re-openers, satisfy natural resource damages claims to a maximum
of $5 million, and provide defense and coverage of third-party
claims for clean-up costs, property damage, and bodily injury
associated with conditions related to the Site whether on-site,
off-site, associated with transportation of Site-related waste,
or disposal of wastes at non-owned disposal sites.

                The New Administrative Consent Order

Under the Settlement Agreement and the Remediation Agreement,
Weston will become liable to the State for cleanup pursuant to a
new Administrative Consent Order that has been fully negotiated,
executed by Weston and ACE, and, pursuant to the terms of the
Settlement Agreement, will be executed by NJDEP within 14 days of
receipt of the Court's order approving the Settlement and
Remediation Agreements.  ACE has executed the Administrative
Consent Order for the limited purpose of providing financial
assurance of the remedy through a self-guarantee to the State.

         The Natural Resource Damages Settlement Agreement

Under the Settlement Agreement and Remediation Agreement, natural
resource damage claims related to environmental conditions at the
Site existing as of the date of the Natural Resource Damages
Settlement Agreement will be fully settled.  The Natural Resource
Damages Settlement Agreement has been executed by the Settling
Debtors, NJDEP, Hatco and Weston.  The actions required by the
Natural Resource Damages Settlement Agreement will be funded
through the Policy.  The Settling Debtors will receive a full
release and covenant not to sue and contribution protection for
natural resource damages existing prior to the date of the
Natural Resource Damages Settlement Agreement.

         Settlement & Remediation Pacts Should be Approved

The Settling Debtors sought and obtained the Court's authority
to:

    -- execute and consummate the transactions contemplated under
       the Settlement Agreement;

    -- execute and consummate the transactions contemplated under
       the Remediation Agreement;

    -- execute the Letter Agreement with Marsh; and

    -- remit to Marsh a $330,000 Success Fee as required by the
       Letter Agreement.

Ms. Jones believes that through the Settlement Agreement and
Remediation Agreement, the Settling Debtors will:

    -- avoid certain, protracted and expensive litigation,

    -- cost-effectively resolve a considerable environmental
       liability,

    -- receive covenants not to sue from NJDEP and Hatco
       concerning the Site,

    -- receive a covenant not to sue from Hatco for obligations
       and liabilities under the 1996 Settlement, and

    -- be indemnified from all potential future liability.

Furthermore, Ms. Jones says, significant environmental
contamination will be promptly remediated.

Moreover, Ms. Jones relates, the approval of the Settlement
Agreement will extinguish Hatco's contract and environmental
contribution claims without forcing litigation.  "Allowing the
settlement to proceed will eliminate Hatco's claims for
approximately $34 million against the Settling Debtors' estates
for the payment of only $21,353,794."  Furthermore, Ms. Jones
continues, the Settlement Agreement allows the Settling Debtors
to avoid additional obligations arising from the 1996 Settlement,
like payment for costs associated with facility expansion
projects and certain aspects of Hatco's wastewater discharge.
The Settlement Agreement requires Grace to pay costs for facility
expansion projects up to $3 million and for wastewater discharge
projects with no limit, Ms. Jones notes.  Therefore, Ms. Jones
says, allowing the settlement to proceed will eliminate assured
transaction costs, address risk of increased costs, and expedite
resolution of significant liability.

In addition, Ms. Jones remarks, approval of the Settlement will
result in the remediation of the Site and satisfaction of the
State's environmental statutes and regulations.  Ms. Jones
contends that while the State has not filed a proof of claim
against the Settling Debtors, NJDEP may still assert that an
order to conduct remediation issued pursuant to federal or state
environmental law is not a claim dischargeable in bankruptcy, but
rather is the State's exercise of its regulatory and police
powers.

Ms. Jones tells Judge Fitzgerald that if the settlement is not
approved, the Settling Debtors may face repercussions from the
United States Environmental Protection Agency in connection with
its regulatory and enforcement role pursuant to the Toxic
Substances Control Act.Headquartered in Columbia, Maryland, W.R.
Grace & Co. -- http://www.grace.com/-- supplies catalysts and  
silica products, especially construction chemicals and building
materials, and container products globally.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts. (W.R. Grace Bankruptcy
News, Issue No. 86; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


W.R. GRACE: Dist. Court Resets Asbestos Lawsuit Trial to Sept. 11
-----------------------------------------------------------------
U.S. District Judge Donald Molloy pushed back by four months the
trial for W.R. Grace & Co. and seven of its executives, accused
of conspiring to hide the health dangers of asbestos-laced
vermiculite mined by the Company near Libby. The trial
originally scheduled for May 15, 2006 is now set for September
11, 2006.

Attorneys for W.R. Grace, a premier specialty and materials
firm, and its executives had asked the federal judge to postpone
the trial, arguing that the case was too large and complex to
meet the deadlines set by the judge.

Judge Molloy decided to set the trial later than he had first
planned "after considering the arguments of counsel and the
dates discussed for various deadlines in this case."

As previously reported in the February 25, 2005 edition of the
Class Action Reporter, W.R. Grace and seven of its top
executives were named in a 10-count indictment which accused
them of intentionally withholding numerous studies stating the
risk cancer-causing tremolite asbestos posed to its customers,
employees and Libby residents. Charges include conspiracy, wire
fraud, obstruction of justice and violations of the federal
Clean Air Act.

The Libby area has been declared a Superfund site and the
Environmental Protection Agency has spent more than US$55
million on cleanup so far.

Assistant U.S Attorney Kris McLean had asked for a September
2005 trial date, saying it was necessary in order for some
witnesses to testify. The prosecutor asserted that many of their
witnesses were slowly dying, several of which are victims and
fully intend to see this case go to court.

However, at a scheduling conference before Judge Molloy,
attorneys for the mining Company and its executives argued the
case was too complex.  

"The parties have stipulated, and I concur, that due to the
number of defendants, the nature of the prosecution and the
existence of novel questions of law, it is unreasonable to
expect adequate preparation for the pretrial proceedings or for
the trial itself within the time limits established by the
Speedy Trial Act," Judge Molloy wrote.

The plea agreement deadline was set for July 31, 2006.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts. (Class Action Reporter,
May 27, 2005)


WASHINGTON MUTUAL: Good Credit Support Cues S&P to Lift Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 148
classes from various Washington Mutual Securities transactions.  
At the same time, ratings are affirmed on the remaining 1,183
classes from 100 Washington Mutual transactions.

The raised ratings reflect a significant increase in credit
support percentages to the mezzanine and subordinate classes due
to the paydown of the senior classes, combined with the shifting
interest feature of the transactions and very low losses.  Credit
support for all of the transactions is provided by subordination.
The affirmations on the remaining classes reflect stable pool
performance, and adequate credit support percentages.

As of April 2005, the pools had total delinquencies ranging from
0.00% (Washington Mutual Mortgage Securities Corp. series 2002-S1,
groups 1, 2, and 3; Washington Mutual MSC Mortgage series 2003-
MS6, 2003-S5, 2003-AR9, and 2004-CB2; WaMu Mortgage series 2003-S5
and 2004-CB2; and Washington Mutual Mortgage Securities Corp.
series 2002-S1 and 2002-S8) to 12.78% (Washington Mutual Mortgage
Securities Corp. series 2001-AR1).  Cumulative losses for the
majority of the pools have been nonexistent due to the nature of
the collateral.

For the 27 pools that have experienced losses, the losses have
ranged from $2.08 (Washington Mutual Mortgage Securities Corp.
series 2002-MS8) to $176,198, or 0.03% of the cutoff date
principal balance (Washington Mutual MSC Mortgage Securities Corp.
series 2001-MS15).  The lack of realized cumulative losses,
combined with the shifting interest feature of the transactions,
has caused current credit support percentages to increase as a
percentage of the pool balances.

The pools initially consisted of 15- and 30-year fixed- and
adjustable-rate, prime mortgage loans secured by first liens on
owner occupied, one- to four-family dwellings.  The borrowers'
average FICO scores were approximately 725, and the average loan-
to-value ratio for the shelf was in the 65% to 67% range.

Washington Mutual Bank FA, a select servicer under Standard &
Poor's Servicer Evaluations program, is the servicer of the
mortgage loans.
    
                          Ratings Raised
    
                WaMu Mortgage Pass-Through Certs
                       
                                     Rating
                                     ------
              Series    Class     To         From
              ------    -----     --         ----
              2002-AR8  B-1       AAA        AA+
              2002-AR8  B-2       AA+        AA-
              2002-AR8  B-3       AA         A-
              2002-S6   B-2       AAA        AA+
              2002-S6   B-3       AA+        A+
              2003-AR1  B-1       AAA        AA
              2003-AR1  B-2       AA         A
              2003-AR1  B-3       A-         BBB
              2003-AR2  M         AAA        AA+
              2003-AR2  B-1       AA+        AA
              2003-AR2  B-2       AA         A
              2003-AR2  B-3       A          BBB
              2003-AR7  B-1       AA+        AA
              2003-AR7  B-2       A+         A
              2003-AR7  B-3       BBB+       BBB
              2003-AR7  B-4       BBB-       BB
              2003-AR7  B-5       BB-        B
              2003-S3   C-B-2     A          A-
     
           Washington Mutual Mortgage Loan Trust 2000-3

                                     Rating
                                     ------
              Series    Class     To         From
              ------    -----     --         ----
              2000-3    M-2       AA-        A+
              2000-3    M-3       BBB+       BBB
     
              WaMu Mortgage Pass-Through Certificates

                                     Rating
                                     ------
              Series    Class     To         From
              ------    -----     --         ----
              2002-AR10 B-1       AAA        AA+
              2002-AR10 B-2       AA+        AA-
              2002-AR10 B-3       AA         A-
              2002-AR11 B-1       AAA        AA+
              2002-AR11 B-2       AA+        A+
              2002-AR11 B-3       AA-        BBB+
              2002-AR12 B-1       AAA        AA+
              2002-AR12 B-2       AA+        A+
              2002-AR12 B-3       A+         BBB+
              2002-AR13 B-1       AAA        AA+
              2002-AR13 B-2       AA+        A+
              2002-AR13 B-3       AA-        BBB+
              2002-AR15 B-1       AAA        AA+
              2002-AR15 B-2       AA+        A
              2002-AR15 B-3       A          BBB
              2002-AR16 B-1       AAA        AA+
              2002-AR16 B-2       AA         A
              2002-AR16 B-3       A          BBB
              2002-AR18 B-1       AAA        AA
              2002-AR18 B-2       AA-        A
              2002-AR18 B-3       A-         BBB
              2002-AR19 B-1       AAA        AA
              2002-AR19 B-2       AA         A
              2002-AR19 B-3       A-         BBB
              2002-AR6  B-1       AA+        AA
              2002-AR6  B-2       AA-        A
              2002-AR6  B-3       BBB+       BBB
              2002-AR7  B-2       AA+        AA
              2002-AR7  B-3       AA         A-
              2002-AR9  I-B-1     AA+        AA
              2002-AR9  I-B-2     A+         A
              2002-AR9  II-B-1    AAA        AA+
              2002-AR9  II-B-2    AA         A+
              2002-AR9  II-B-3    A          BBB+
    
                      Washington Mutual MSC

                                     Rating
                                     ------
              Series    Class     To         From
              ------    -----     --         ----
              2002-MS11 C-B-1     AAA        AA+
              2002-MS11 C-B-2     AA         AA-
              2002-MS11 C-B-3     A          BBB+
     
             WaMu Mortgage Pass-Through Certificates

                                     Rating
                                     ------
              Series    Class     To         From
              ------    -----     --         ----
              2002-S1   C-B-3     AAA        AA+
              2002-S1   III-B-3   AAA        AA+
              2002-S2   C-B-3     AAA        AA+
              2002-S2   III-B-2   AAA        AA+
              2002-S2   III-B-3   AA         A+
              2002-S3   I-B-3     AAA        AA
              2002-S8   I-B-1     AA+        AA
              2002-S8   I-B-2     AA         A
              2002-S8   I-B-3     A-         BBB
              2002-S8   II-B-1    AA+        AA
              2002-S8   II-B-2    AA         A
              2002-S8   II-B-3    A          BBB
              2003-AR3  B-1       AAA        AA
              2003-AR3  B-2       AA         A
              2003-AR3  B-3       A-         BBB
              2003-AR3  B-4       BBB        BB
              2003-AR5  B1        AA+        AA
              2003-AR5  B2        A+         A
              2003-AR5  B3        BBB+       BBB
              2003-AR5  B4        BB+        BB
              2003-AR5  B5        B+         B
              2003-AR6  B-1       AA+        AA
              2003-AR6  B-2       AA-        A
              2003-AR6  B-3       A-         BBB
              2003-AR6  B-4       BBB        BB
              2003-AR6  B-5       BB-        B
     
                       Washington Mutual MSC

                                     Rating
                                     ------
              Series    Class     To         From
              ------    -----     --         ----
              2002-MS2  C-B-2     AAA        AA+
              2002-MS2  C-B-3     AA+        AA-
              2002-AR2  B-1       AAA        AA+
              2002-AR2  B-2       AAA        AA-
              2002-AR2  B-3       AA+        BBB+
              2002-AR3  B-1       AAA        AA
              2002-AR3  B-2       AA+        A
              2002-AR3  B-3       AA-        BBB
              2002-MS1  C-B-3     AAA        AA
              2002-MS5  C-B-2     AAA        AA
              2002-MS5  C-B-3     AA+        A-
              2002-MS7  C-B-2     AAA        AA-
              2002-MS7  C-B-3     AA         A
              2003-AR3  M         AAA        AA+
              2003-AR3  B-1       AA+        AA
              2003-AR3  B-2       AA         A
              2003-AR3  B-3       A          BBB
              2003-AR4  M         AAA        AA+
              2003-AR4  B-1       AA+        AA
              2003-AR4  B-2       AA         A
              2003-AR4  B-3       A+         BBB
              2003-MS2  C-B-1     AA+        AA
              2003-MS2  C-B-2     AA-        A
              2003-MS2  C-B-3     BBB+       BBB
              2003-MS2  C-B-4     BB+        BB
              2003-MS3  C-B-1     AAA        AA
              2003-MS3  C-B-2     AA         A
              2003-MS3  C-B-3     A-         BBB
              2003-MS3  C-B-4     BBB        BB
              2003-MS3  C-B-5     B+         B
              2003-MS4  C-B-1     AAA        AA+
              2003-MS4  C-B-2     AA         A+
              2003-MS4  C-B-3     A          BBB
              2003-MS4  C-B-4     BBB        BB
              2003-MS4  C-B-5     B+         B
              2003-MS6  C-B-1     AA+        AA
              2003-MS6  C-B-2     AA         A
              2003-MS6  C-B-3     A-         BBB
              2003-MS6  C-B-4     BB+        BB
              2003-MS6  C-B-5     B+         B
              2003-MS6  III-B-1   AA+        AA
              2003-MS6  III-B-2   AA         A
              2003-MS6  III-B-3   A          BBB
              2003-MS6  III-B-4   BBB        BB
              2003-MS6  III-B-5   B+         B
              2003-MS7  B-1       AA+        AA
              2003-MS7  B-2       AA-        A
              2003-MS7  B-3       BBB+       BBB
              2003-MS7  B-4       BBB-       BB
              2003-MS7  B-5       B+         B
              2002-MS4  C-B-2     AA+        AA
              2002-MS4  C-B-3     AA         A-
              2003-AR1  M         AAA        AA+
              2003-AR1  B-1       AAA        AA
              2003-AR1  B-2       AA+        A
              2003-AR1  B-3       AA-        BBB
              2003-AR1  B-4       BB+        BB
              2003-AR2  M         AAA        AA+
              2003-AR2  B-1       AA+        AA
              2003-AR2  B-2       AA         A
              2003-AR2  B-3       A          BBB
              2001-MS14 C-B-3     AAA        AA
              2001-MS15 C-B-2     AAA        AA+
              2001-MS15 C-B-3     AAA        AA-
              2001-MS15 D-B-3     AAA        AA
   
                    
                        Ratings Affirmed
   
                 WaMu Mortgage Pass-Through Certs

          Series    Class                            Rating
          ------    -----                            ------
          2002-AR17 I-A, R, II-A                     AAA
          2002-AR17 I-B-1, II-B-1                    AA
          2002-AR17 I-B-2, II-B-2                    A
          2002-AR17 1-B-3, II-B-3                    BBB
          2002-AR8  A-6, A-7, A-8, X-1, X-2, X-3, R  AAA
          2002-S6   A-4, A-21, A-22, A-23, A-24      AAA
          2002-S6   A-25, P, R, B-1                  AAA
          2003-AR1  A-4, A-5, A-6, R, X              AAA
          2003-AR12 A-3, A-4, A-5, A-6, X, R         AAA
          2003-AR12 B-1                              AA
          2003-AR12 B-2                              A
          2003-AR12 B-3                              BBB
          2003-AR12 B-4                              BB
          2003-AR12 B-5                              B
          2003-AR2  A-1, A-2, X, R                   AAA
          2003-AR7  A-3, A-4, A-5, A-6, A-7, A-8,X,R AAA
          2003-AR9  I-A-2A, I-A-2B, I-A-3, I-A-4     AAA
          2003-AR9  I-A-5, I-A-6, I-A-7, R, II-A     AAA
          2003-AR9  I-B-1, II-B-1                    AA
          2003-AR9  I-B-2, II-B-2                    A
          2003-AR9  I-B-3, II-B-3                    BBB
          2003-AR9  I-B-4, II-B-4                    BB
          2003-AR9  I-B-5, II-B-5                    B
          2003-S1   A-3, A-4, A-5, A-6, A-11, X, P,R AAA
          2003-S1   B-1                              AA
          2003-S1   B-2                              A
          2003-S1   B-3                              BBB
          2003-S1   B-4                              BB
          2003-S1   B-5                              B
          2003-S10  A-1, A-2, A-3, A-4, A-5, A-6     AAA
          2003-S10  A-7, X, P                        AAA
          2003-S10  B-1                              AA
          2003-S10  B-2                              A
          2003-S10  B-3                              BBB
          2003-S10  B-4                              BB
          2003-S10  B-5                              B
          2003-S11  1-A, 2-A-1, 2-A-2, 2-A-3, 2-A-4  AAA
          2003-S11  2-A-5, 2-A-6, 2-A-7, 3-A-1       AAA
          2003-S11  3-A-2, 3-A-3, 3-A-4, 3-A-5, X    AAA
          2003-S11  P, R                             AAA
          2003-S11  B-1                              AA
          2003-S11  B-2                              A
          2003-S11  B-3                              BBB
          2003-S11  B-4                              BB
          2003-S11  B-5                              B
          2003-S12  1-A-1, 1-A-2, 1-A-3, 2A, 3A      AAA
          2003-S12  X, P, R                          AAA
          2003-S12  B-1                              AA
          2003-S12  B-2                              A
          2003-S12  B-3                              BBB
          2003-S12  B-4                              BB
          2003-S12  B-5                              B
          2003-S3   I-A-1, I-A-2, I-A-3, I-A-4       AAA
          2003-S3   I-A-5, I-A-6, I-A-7, I-A-8       AAA
          2003-S3   I-A-9, I-A-10, I-A-11, I-A-12    AAA
          2003-S3   I-A-13, I-A-14, I-A-15, I-A-16   AAA
          2003-S3   I-A-17, I-A-18, I-A-19, I-A-20   AAA
          2003-S3   I-A-21, I-A-22, I-A-23, I-A-24   AAA
          2003-S3   I-A-25, I-A-26, I-A-36, I-A-37   AAA
          2003-S3   I-A-38, I-A-39, I-A-40, I-A-41   AAA
          2003-S3   I-A-44, I-A-45, I-A-46, II-A-1   AAA
          2003-S3   II-A-2, III-A-1, III-A-2, A-X    AAA
          2003-S3   A-P, II-P,II-X, R                AAA
          2003-S3   C-B-1                            AA
          2003-S3   C-B-3                            BBB
          2003-S3   C-B-4                            BB
          2003-S3   C-B-5                            B
          2003-S4   I-A-1, I-A-2, I-A-3              AAA
          2003-S4   III-A, IV-A-1, IV-A-2, I-X, II-X AAA
          2003-S4   II-A-1, II-A-2, II-A-3, II-A-4   AAA
          2003-S4   II-A-5, II-A-6, II-A-7, II-A-8   AAA
          2003-S4   II-A-9,II-A-10,II-A-11,II-A-12   AAA
          2003-S4   III-X, IV-X, I-P, A-P, R         AAA
          2003-S4   C-B-1                            AA
          2003-S4   C-B-2                            A
          2003-S4   C-B-3                            BBB
          2003-S4   C-B-4                            BB
          2003-S4   C-B-5                            B
          2003-S5   I-A-1, I-A-2, I-A-3, I-A-4       AAA
          2003-S5   I-A-5, I-A-6, I-A-7, I-A-8       AAA
          2003-S5   I-A-9, I-A-10, I-A-11, I-A-12    AAA
          2003-S5   I-A-13, I-A-14, I-A-15, I-A-16   AAA
          2003-S5   I-A-17, I-A-18, I-A-19, I-A-20   AAA
          2003-S5   I-A-21, I-A-22, I-A-23, I-A-24   AAA
          2003-S5   I-A-25, I-A-26, I-A-27, I-A-28   AAA
          2003-S5   I-A-29,II-A,II-X,III-X,C-X,C-P   AAA
          2003-S5   II-P, R                          AAA
          2003-S5   C-B-1                            AA
          2003-S5   C-B-2                            A
          2003-S5   C-B-3                            BBB
          2003-S5   C-B-4                            BB
          2003-S5   C-B-5                            B
          2003-S5   II-B-1                           AA
          2003-S5   II-B-2                           A-
          2003-S5   II-B-3                           BBB
          2003-S5   II-B-4                           BB
          2003-S5   II-B-5                           B
          2003-S6   I-A, II-A-1, II-A-2, II-A-3      AAA
          2003-S6   II-A-4, II-A-5, II-A-6, II-A-7   AAA
          2003-S6   II-A-8, II-A-9, II-A-10, II-A-11 AAA
          2003-S6   I-X, II-X, I-P, II-P, R          AAA
          2003-S6   C-B-1                            AA
          2003-S6   C-B-2                            A
          2003-S6   C-B-3                            BBB
          2003-S6   C-B-4                            BB
          2003-S6   C-B-5                            B
          2003-S7   A-1, A-2, A-3, X, P, R           AAA
          2003-S7   B-1                              AA
          2003-S7   B-2                              A-
          2003-S7   B-3                              BBB
          2003-S7   B-4                              BB
          2003-S7   B-5                              B
          2003-S8   A-1, A-2, A-3, A-4, A-5, A-6     AAA
          2003-S8   X, P, R                          AAA
          2003-S8   B-1                              AA
          2003-S8   B-2                              A
          2003-S8   B-3                              BBB
          2003-S8   B-4                              BB
          2003-S8   B-5                              B
          2003-S9   A-1, A-2, A-3, A-4, A-5, A-6     AAA
          2003-S9   A-7, A-8, A-9, A-10, A-11, X, P  AAA
          2003-S9   R                                AAA
          2003-S9   B-1                              AA
          2003-S9   B-2                              A
          2003-S9   B-3                              BBB
          2003-S9   B-4                              BB
          2003-S9   B-5                              B
          2004-AR1  A, X, R                          AAA
          2004-AR1  B-1                              AA
          2004-AR1  B-2                              A
          2004-AR1  B-3                              BBB
          2004-AR1  B-4                              BB
          2004-AR1  B-5                              B
          2004-AR10 A-1-A, A-1-B, A-1-C, A-2-A       AAA
          2004-AR10 A-2-B, A-2-C, A-3, R, X          AAA
          2004-AR10 B-1                              AA
          2004-AR10 B-2                              A
          2004-AR10 B-3                              BBB
          2004-AR10 B-4                              BB
          2004-AR10 B-5                              B
          2004-AR12 A-1, A-2A, A-2B, A-3, A-4A, A-4B AAA
          2004-AR12 A-5, X, R                        AAA
          2004-AR12 B-1                              AA
          2004-AR12 B-2                              A
          2004-AR12 B-3                              BBB
          2004-AR12 B-4                              BB
          2004-AR12 B-5                              B
          2004-AR13 A-1A, A-1B1, A-1B2, A-2A, A-2B   AAA
          2004-AR13 X, R                             AAA
          2004-AR13 B-1                              AA
          2004-AR13 B-2                              A
          2004-AR13 B-3                              BBB
          2004-AR13 B-4                              BB
          2004-AR13 B-5                              B
          2004-AR14 A-1, A-2, A-3, X, R              AAA
          2004-AR14 B-1                              AA
          2004-AR14 B-2                              A
          2004-AR14 B-3                              BBB
          2004-AR14 B-4                              BB
          2004-AR14 B-5                              B
          2004-AR2  A, R                             AAA
          2004-AR2  B-1                              AA
          2004-AR2  B-2                              A
          2004-AR2  B-3                              BBB
          2004-AR2  B-4                              BB
          2004-AR2  B-5                              B
          2004-AR3  A-1, A-2, X, R                   AAA
          2004-AR3  B-1                              AA
          2004-AR3  B-2                              A
          2004-AR3  B-3                              BBB
          2004-AR3  B-4                              BB
          2004-AR3  B-5                              B
          2004-AR6  A, X, R                          AAA
          2004-AR6  B-1                              AA
          2004-AR6  B-2                              A
          2004-AR6  B-3                              BBB
          2004-AR6  B-4                              BB
          2004-AR6  B-5                              B
          2004-CB1  I-A, II-A, III-A-1, III-A-2      AAA
          2004-CB1  III-A-3, III-A-4, III-A-5, V-X   AAA
          2004-CB1  III-A-6, IV-A, V-A, VI-A, C-X    AAA
          2004-CB1  C-P, R                           AAA
          2004-CB1  B-1                              AA
          2004-CB1  B-2                              A
          2004-CB1  B-3                              BBB
          2004-CB1  B-4                              BB
          2004-CB1  B-5                              B
          2004-CB4  I-1-A, I-2-A, II-1-A, II-2-A     AAA
          2004-CB4  C-X, I-P, II-P, R                AAA
          2004-CB4  B-1                              AA
          2004-CB4  B-2                              A
          2004-CB4  B-3                              BBB
          2004-CB4  B-4                              BB
          2004-CB4  B-5                              B
          2004-RS1  A-1, A-2, A-3, A-4, A-5, A-6     AAA
          2004-RS1  A-7, A-8, A-9, A-10, A-11, A-12  AAA
          2004-RS1  A-13, A-14, A-15, A-17, A-18     AAA
          2004-RS1  A-19, R                          AAA
          2004-RS2  A-1, A-2, A-3, A-4, A-5, A-6     AAA
          2004-RS2  A-7, R, X, P                     AAA
          2004-S2   1-A-1, 1-A-2, 1-A-3, 1-A-4       AAA
          2004-S2   1-A-5, 2-A-1, 2-A-2, 2-A-3       AAA
          2004-S2   2-A-4, 2-A-5, 2-A-6, 3-A-1       AAA
          2004-S2   3-A-2, 3-A-3, X, P, R            AAA
          2004-S2   B-1                              AA
          2004-S2   B-2                              A
          2004-S2   B-3                              BBB
          2004-S2   B-4                              BB
          2004-S2   B-5                              B
          2004-S3   1-A-1, 1-A-2, 1-A-3, 1-A-4       AAA
          2004-S3   1-A-5, 1-A-6, 2-A-1, 2-A-2       AAA
          2004-S3   2-A-3, 2-A-4, 2-A-5, 2-A-6       AAA
          2004-S3   2-A-7, 2-A-8, 3-A-1, 3-A-2       AAA
          2004-S3   3-A-3, R, X, P                   AAA
          2004-S3   B-1                              AA
          2004-S3   B-2                              A
          2004-S3   B-3                              BBB
          2004-S3   B-4                              BB
          2004-S3   B-5                              B
          2005-AR1  A-1A, A-1B, A-2A1, A-2A2, A-2A3  AAA
          2005-AR1  A-2B, A-3, X, R                  AAA
          2005-AR1  B-1                              AA
          2005-AR1  B-2                              A
          2005-AR1  B-3                              BBB
          2005-AR1  B-4                              BB
          2005-AR1  B-5                              B
          2005-AR2  1-A-1A, 1-A-1B, 2-A-1A, 2-A-1B   AAA
          2005-AR2  2-A-2A1 2-A-2A2, 2-A-2A3, 2-A-2B AAA
          2005-AR2  2-A-3, X, R                      AAA
          2005-AR2  B-1                              AA+
          2005-AR2  B-2                              AA
          2005-AR2  B-3                              AA-
          2005-AR2  B-4                              A+
          2005-AR2  B-5                              A
          2005-AR2  B-6                              A-
          2005-AR2  B-7                              BBB+
          2005-AR2  B-8                              BBB
          2005-AR2  B-9                              BBB-
          2005-AR2  B-10                             BB
          2005-AR2  B-11                             B
          2005-AR3  A-1, A-2, A-3, R                 AAA
          2005-AR3  B-1                              AA
          2005-AR3  B-2                              A
          2005-AR3  B-3                              BBB
          2005-AR3  B-4                              BB
          2005-AR3  B-5                              B
          2003-AR8  A-1, X, R                        AAA
          2003-AR8  B-1                              AA
          2003-AR8  B-2                              A
          2003-AR8  B-3                              BBB
          2003-AR8  B-4                              BB
          2003-AR8  B-5                              B
          2003-S13  I-1-A-1, I-1-A-2, I-2-A-1        AAA
          2003-S13  I-2-A-2, I-2-A-3, I-2-A-4        AAA
          2003-S13  I-2-A-5, I-3-A-1, I-3-A-2, I-P   AAA
          2003-S13  II-1-A-1, II-2-A-1, II-3-A-1     AAA
          2003-S13  II-3-A-2, II-P, R                AAA
          2003-S13  C-B-1                            AA
          2003-S13  C-B-2                            A
          2003-S13  C-B-3                            BBB
          2003-S13  C-B-4                            BB
          2003-S13  C-B-5                            B
          2003-S2   A-1, A-2, A-3, A-4, A-5, A-6     AAA
          2003-S2   A-7, A-8, A-9, A-11, X, P, R    AAA
          2003-S2   B-1                              AA
          2003-S2   B-2                              A-
          2003-S2   B-3                              BBB
          2003-S2   B-4                              BB
          2003-S2   B-5                              B
          2004-AR8  A-1, A-2, A-3, X, R              AAA
          2004-AR8  B-1                              AA
          2004-AR8  B-2                              A
          2004-AR8  B-3                              BBB
          2004-AR8  B-4                              BB
          2004-AR8  B-5                              B
          2001-AR3  1-A, R, II-A                     AAA
          2002-S4   A3, A4, X, P, AR, B1, B2, B3     AAA
              
          Washington Mutual Mortgage Loan Trust 2000-3

          Series    Class                            Rating
          ------    -----                            ------
          2000-3    A                                AAA
          2000-3    M-1                              AA+
    
            WaMu Mortgage Pass-Through Certificates

          Series    Class                            Rating
          ------    -----                            ------
          2002-AR10 A-6, A-7, X-1, X-2, R            AAA
          2002-AR11 A-1, M-1, R                      AAA
          2002-AR12 A-1, R                           AAA
          2002-AR13 A-1, A-2, R, M-1                 AAA
          2002-AR14 A-1, A-2, R, B-1                 AAA
          2002-AR14 B-2                              AA+
          2002-AR14 B-3                              AA-
          2002-AR15 A-5, X, R                        AAA
          2002-AR16 A-1, X, R                        AAA
          2002-AR18 A-1, X, R                        AAA
          2002-AR19 A-6, A-7, A-8, R                 AAA
          2002-AR6  A, R                             AAA
          2002-AR7  A-3, A-4, A-6, A-7, A-8, X, R    AAA
          2002-AR7  B-1                              AAA
          2002-AR9  I-A, R, II-A                     AAA
          2002-AR9  I-B-3                            BBB
     
                    Washington Mutual MSC

          Series    Class                            Rating
          ------    -----                            ------
          2002-MS11 IA-1, II-A-2, II-A-3, II-A-4     AAA
          2002-MS11 II-A-5, II-A-6, II-A-11, II-A-12 AAA
          2002-MS11 III-A-1, III-A-2, I-X, II-X      AAA
          2002-MS11 III-X, I-P, II-P, III-P, R       AAA
          2002-MW8  I-A-1, II-A-1, II-A-2, II-A-3    AAA
          2002-MW8  II-A-4, II-A-5, II-A-7, II-A-8   AAA
          2002-MW8  II-A-9, III-A-1, IV-A-3          AAA
          2002-MW8  IV-A-4, IV-A-5, C-X-1            AAA
          2002-MW8  C-X-2, C-P-1, IV-P, R            AAA
          2002-MW8  C-B-1                            AA+
          2002-MW8  C-B-2                            AA-
          2002-MW8  C-B-3                            BBB+
     
              WaMu Mortgage Pass-Through Certificates

          Series    Class                            Rating
          ------    -----                            ------
          2002-S1   I-A-5, I-P, II-P, III-A-1, III-P AAA
          2002-S1   R, C-B-1, III-B-1, C-B-2         AAA
          2002-S1   III-B-2                          AAA
          2002-S2   I-A-8, II-A-1, III-A-1, I-P      AAA
          2002-S2   II-P, III-P, R                   AAA
          2002-S2   C-B-1, C-B-2, III-B-1            AAA
          2002-S3   I-A-9, I-A-11, I-A-17, II-A-5    AAA
          2002-S3   I-P, II-P, I-B-1, I-B-2, II-B-1  AAA
          2002-S3   II-B-2, R                        AAA
          2002-S3   II-B-3                           AA+
          2002-S7   I-A-4, II-A-1, III-A-1, IV-A-1   AAA
          2002-S7   IV-A-2, IV-A-3, IV-A-4, IV-A-10  AAA
          2002-S7   II-P, IV-P, R                    AAA
          2002-S8   I-A-1, I-A-2, I-A-3, I-A-4       AAA
          2002-S8   I-A-5, I-A-6, I-A-7, II-A-1      AAA
          2002-S8   II-A-2, II-A-3, II-A-7, I-P      AAA
          2002-S8   II-P, R                          AAA
          2003-AR10 A-3A, A-3B, A-4, A-5, A-6        AAA
          2003-AR10 A-7, R                           AAA
          2003-AR10 B-1                              AA
          2003-AR10 B-2                              A
          2003-AR10 B-3                              BBB
          2003-AR10 B-4                              BB
          2003-AR10 B-5                              B
          2003-AR11 A-3, A-4, A-5, A-6, X-1          AAA
          2003-AR11 X-2, R                           AAA
          2003-AR11 B-1                              AA
          2003-AR11 B-2                              A
          2003-AR11 B-3                              BBB
          2003-AR11 B-4                              BB
          2003-AR11 B-5                              B
          2003-AR3  A-4, A-5, X, R                   AAA
          2003-AR3  B-5                              B
          2003-AR4  A-5, A-6, A-7, X-1, X-2, R       AAA
          2003-AR4  B-1                              AA
          2003-AR4  B-2                              A
          2003-AR4  B-3                              BBB
          2003-AR4  B-4                              BB
          2003-AR4  B-5                              B
          2003-AR5  A4, A5, A6, A7, X1, X2, R        AAA
          2003-AR6  A-1, A-2, X-1, X-2, R            AAA
    
                      Washington Mutual MSC

          Series    Class                            Rating
          ------    -----                            ------
          2002-MS2  I-A-4, II-A-1, R, III-A-1, C-X   AAA
          2002-MS2  C-P, C-B-1                       AAA
          2002-AR1  I-A-1, II-A-2, III-A-4, II-X     AAA
          2002-AR1  III-X, R                         AAA
          2002-AR1  C-B-1                            AA+
          2002-AR1  C-B-2                            AA-
          2002-AR1  C-B-3                            BBB+
          2002-AR2  I-A-1, II-A-1, III-A-1, IV-A-1   AAA
          2002-AR2  III-X, IV-X, M-1, R              AAA
          2002-AR3  I-A-1, I-A-2, I-A-7, II-A, M, R  AAA
          2002-AR3  I-X-1, I-X-2, II-X               AAA
          2002-MS1  CP, CX, I-A-13, I-A-22, I-A-4    AAA
          2002-MS1  R, II-A-1, II-A-4, III-A-11      AAA
          2002-MS1  III-A-4, C-B-1, C-B-2            AAA
          2002-MS12 A, X, P, R                       AAA
          2002-MS3  I-A-4, I-A-10, II-A-2, II-A-3    AAA
          2002-MS3  C-X, C-P, R, C-B-1, C-B-2, C-B-3 AAA
          2002-MS5  I-A-4, I-A-10, I-A-36, I-A-37    AAA
          2002-MS5  II-A-1, III-A-1, IV-A-4, IV-A-13 AAA
          2002-MS5  A-X, II-X, A-P, II-P, C-B-1, R   AAA
          2002-MS6  I-A-4, II-A-1, II-A-2, III-A-1   AAA
          2002-MS6  A-X, II-X, A-P, II-P, C-B-1      AAA
          2002-MS6  C-B-2, C-B-3, R                  AAA
          2002-MS7  I-A-3, I-A-4, I-A-7              AAA
          2002-MS7  I-A-10, I-A-11, I-A-15, II-A-1   AAA
          2002-MS7  II-A-2, II-A-3, II-A-4, I-X      AAA
          2002-MS7  II-X, I-P, II-P, C-B-1, R        AAA
          2003-AR3  I-A-1, I-X, II-A-1, II-A-2, II-X AAA
          2003-AR3  III-A, IV-A, V-A, R              AAA
          2003-AR4  I-A-1, II-A-1, II-A-2, II-X      AAA
          2003-AR4  III-A, IV-A, V-A, VI-A, VII-A, R AAA
          2003-AR4  B-4                              BB
          2003-AR4  B-5                              B
          2003-MS1  I-A, II-A, C-X, C-P, C-B-1       AAA
          2003-MS1  C-B-2                            AA+
          2003-MS1  C-B-3                            AA
          2003-MS2  I-A-1, I-A-2, II-A-1, III-A-1    AAA
          2003-MS2  III-A-2, III-A-3, III-A-4        AAA
          2003-MS2  III-A-5, III-A-6, IV-A-1         AAA
          2003-MS2  IV-A-2, IV-A-3, IV-A-4, IV-A-5   AAA
          2003-MS2  IV-A-6, IV-A-7, IV-A-8, V-A-1    AAA
          2003-MS2  A-X, II-X, V-X, A-P, II-P, III-P AAA
          2003-MS2  V-P, R                           AAA
          2003-MS2  C-B-5                            B
          2003-MS3  I-A-2, I-A-4, I-A-5              AAA
          2003-MS3  I-A-15, I-A-16, I-A-17, I-A-18   AAA
          2003-MS3  I-A-19, I-A-20, I-A-21, I-A-22   AAA
          2003-MS3  I-A-23, I-A-24, I-A-25, I-A-26   AAA
          2003-MS3  I-A-27, I-A-28, I-A-29, I-A-30   AAA
          2003-MS3  I-A-31, I-A-32, I-A-33, I-A-34   AAA
          2003-MS3  I-A-35, I-A-36, I-A-37, I-A-38   AAA
          2003-MS3  I-A-39, I-A-40, I-A-41, I-A-42   AAA
          2003-MS3  I-A-43, I-A-44, I-A-46, I-A-47   AAA
          2003-MS3  I-A-48, I-A-49, I-A-50, I-A-51   AAA
          2003-MS3  I-A-52, I-A-53, I-A-54, I-A-55   AAA
          2003-MS3  I-A-56, I-A-57, I-A-58, I-A-59   AAA
          2003-MS3  I-A-60, I-A-61, I-A-62, IA-63    AAA
          2003-MS3  II-A-1, II-A-2, II-A-3, II-A-4   AAA
          2003-MS3  II-A-5, II-A-6, I-X, II-X, I-P   AAA
          2003-MS3  II-P, R                          AAA
          2003-MS4  IA-1, IA-2, IIA-3, IIA-4, IIA-5  AAA
          2003-MS4  IIA-6, IIIA-1, IIIA-2, IIIA-3    AAA
          2003-MS4  II-X, III-X, I-P, A-P, R         AAA
          2003-M5   I-A-1, I-A-2, I-A-3, I-A-4       AAA
          2003-M5   I-A-5, I-A-6, II-A, III-A, R     AAA
          2003-M5   C-X, C-P                         AAA
          2003-M5   C-B-1                            AA
          2003-M5   C-B-2                            A
          2003-M5   C-B-3                            BBB
          2003-M5   C-B-4                            BB
          2003-M5   C-B-5                            B
          2003-MS6  I-A, II-A, III-A-1, III-A-2      AAA
          2003-MS6  III-A-3, III-A-6, III-A-8, C-X   AAA
          2003-MS6  III-X, I-P, III-P, R             AAA
          2003-MS7  A-1, A-2, A-3, A-4, A-5, A-6     AAA
          2003-MS7  A-7, A-8, A-9, A-10, A-11, A-12  AAA
          2003-MS7  A-13, A-14, A-15, X, P, R        AAA
          2003-MS8  I-A-1, I-A-2, I-A-3, I-A-4       AAA
          2003-MS8  I-A-5, I-A-6, I-A-7, I-A-8       AAA
          2003-MS8  I-A-9, I-A-10, I-A-11, II-A-1    AAA
          2003-MS8  II-A-2, II-A-3, I-X, II-X, I-P   AAA
          2003-MS8  II-P, R                          AAA
          2003-MS8  C-B-1                            AA
          2003-MS8  C-B-2                            A
          2003-MS8  C-B-3                            BBB
          2003-MS8  C-B-4                            BB
          2003-MS8  C-B-5                            B
          2003-MS9  I-A, II-A, I-X, II-X, I-P        AAA
          2003-MS9  II-P, R                          AAA
          2003-MS9  C-B-1                            AA
          2003-MS9  C-B-2                            A
          2003-MS9  C-B-3                            BBB
          2003-MS9  C-B-4                            BB
          2003-MS9  C-B-5                            B
          2004-RA1  I-A, II-A, I-X, II-X, I-P, II-P  AAA
          2004-RA1  R                                AAA
          2004-RA1  C-B-1                            AA
          2004-RA1  C-B-2                            A
          2004-RA1  C-B-3                            BBB
          2004-RA1  C-B-4                            BB
          2004-RA1  C-B-5                            B
          2004-RA2  I-A, II-A, 1-X, II-X, I-P, II-P  AAA
          2004-RA2  R                                AAA
          2004-RA2  C-B-1                            AA
          2004-RA2  C-B-2                            A
          2004-RA2  C-B-3                            BBB
          2004-RA2  C-B-4                            BB
          2004-RA2  C-B-5                            B
          2004-RA3  I-A, II-A, R                     AAA
          2004-RA3  C-B-1                            AA
          2004-RA3  C-B-2                            A
          2004-RA3  C-B-3                            BBB
          2004-RA3  C-B-4                            BB
          2004-RA3  C-B-5                            B
          2004-RA4  I-A, II-A, III-A, C-X, I-P, A-P  AAA
          2004-RA4  R                                AAA
          2004-RA4  C-B-1                            AA
          2004-RA4  C-B-2                            A
          2004-RA4  C-B-3                            BBB
          2004-RA4  C-B-4                            BB
          2004-RA4  C-B-5                            B
          2002-MS10 I-A-4, I-A-5, I-A-7, I-A-8       AAA
          2002-MS10 I-A-9, I-A-10, I-A-11, I-A-12    AAA
          2002-MS10 I-A-13, I-A-14, I-A-15, II-A-1   AAA
          2002-MS10 II-A-2, II-X, I-P, II-P, C-B-1   AAA
          2002-MS10 C-B-2                            AAA
          2002-MS10 C-B-3                            AA+
          2002-MS4  I-A-4, I-A-37, II-A-1, III-A-1   AAA
          2002-MS4  A-X, II-X, A-P, II-P, C-B-1, R   AAA
          2002-MS9  1-A-2, 1-A-4, I-A-5, I-A-6       AAA
          2002-MS9  I-A-7, I-A-8, I-A-9, I-A-10      AAA
          2002-MS9  I-A-11, I-A-12, I-A-13           AAA
          2002-MS9  II-A-1, II-A-2, II-A-4, II-A-6   AAA
          2002-MS9  I-X, II-X, I-P, II-P, C-B-1      AAA
          2002-MS9  C-B-2, R                         AAA
          2002-MS9  C-B-3                            AA+
          2003-AR1  I-A, II-A, III-A, IV-A, V-A, R   AAA
          2003-AR1  B-5                              B
          2003-AR2  I-A-1, I-A-2, II-A-1, II-A-2     AAA
          2003-AR2  II-A-3, II-A-4, III-A, IV-A, I-X AAA
          2003-AR2  II-X-1, II-X-2, II-X-3, R        AAA
          2003-AR2  B-4                              BB
          2003-AR2  B-5                              B
          2001-MS14 I-A-4, I-A-19, I-A-21, A-P, A-X  AAA
          2001-MS14 R, II-A-1, II-P, II-X, III-A-1   AAA
          2001-MS14 IV-A-10, IV-A-11, IV-A-9, C-B-1  AAA
          2001-MS14 C-B-2                            AAA
          2001-MS15 I-A-3, I-A-4, A-P, A-X, II-A-1   AAA
          2001-MS15 II-A-2, II-A-3, II-P, II-X       AAA
          2001-MS15 III-A-1, C-B-1, IV-A-4, V-A-4    AAA
          2001-MS15 D-B-1, D-B-2                     AAA


YUKOS OIL: Moscow Ct. Directs Yukos to Pay Rur62.4-Bil to Yugansk
-----------------------------------------------------------------
The Moscow Arbitration Court on Friday satisfied the suit filed by
Yuganskneftegaz against YUKOS oil major and ruled to exact 62.4
billion rubles from YUKOS in favor of Yuganskneftegaz for oil
supplied in the second half of 2004.

                          Yukos' Response

"We didn't pay [for the oil deliveries] because of force-
majeure," Yukos spokesman Alexander Shadrin told Bloomberg News in
a telephone interview.  "Our accounts were frozen and the tax
authorities were withdrawing the amounts that we would have paid."

Mr. Shadrin informs Bloomberg's Torrey Clark that Yukos will
appeal the Moscow Court's decision.

Headquartered in Houston, Texas, Yukos Oil Company is an open
joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in the energy industry
substantially through its ownership of its various subsidiaries,
which own or are otherwise entitled to enjoy certain rights to oil
and gas production, refining and marketing assets.  The Company
filed for chapter 11 protection on Dec. 14, 2004 (Bankr. S.D. Tex.
Case No. 04-47742).  Zack A. Clement, Esq., C. Mark Baker, Esq.,
Evelyn H. Biery, Esq., John A. Barrett, Esq., Johnathan C. Bolton,
Esq., R. Andrew Black, Esq., Fulbright & Jaworski, LLP, represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $12,276,000,000 in
total assets and $30,790,000,000 in total debts.  (Yukos
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS Inc.        PCSA        (94)         299       86
Akamai Tech.            AKAM       (111)         202       75
Alliance Imaging        AIQ         (54)         608       14
Amazon.com              AMZN       (162)       2,472      720
AMR Corp.               AMR        (697)      29,167   (2,311)
Atherogenics Inc.       AGIX        (54)         254      235
Blount International    BLT        (238)         434      115
Biomarin Pharmac        BMRN        (90)         181        3
CableVision System      CVC      (2,035)      11,141      410
CCC Information         CCCG       (113)          93       21
Cell Therapeutic        CTIC       (110)         142       57
Centennial Comm         CYCL       (486)       1,467      124
Choice Hotels           CHH        (204)         276      (23)
Cincinnati Bell         CBB        (593)       1,919       (8)
Clorox Co.              CLX        (346)       3,756     (158)
Compass Minerals        CMP         (69)         707      139
Conjuchem Inc.          CJC         (35)          19       13
Delta Airlines          DAL      (6,352)      21,737   (2,968)
Deluxe Corp             DLX        (150)       1,556     (331)
Denny's Corporation     DENN       (263)         496      (82)
Dollar Financial        DLLR        (51)         319       81
Domino's Pizza          DPZ        (526)         450       26
Eagle Hospitality       EHP         (26)         177      N.A.
Echostar Comm-A         DISH     (1,830)       6,579      148
Flow Intl. Corp.        FLOW         (7)         135       (9)
Foster Wheeler          FWHLF      (520)       2,140     (213)
Graftech International  GTI         (35)       1,029      265
ICOS Corp               ICOS        (38)         285      170
IMAX Corp               IMAX        (40)         235       24
Indevus Pharmace        IDEV        (93)         131      (98)
Investools Inc.         IED          (7)          50      (19)
Isis Pharm.             ISIS        (72)         208       82
Knoll Inc.              KNL          (3)         570       67
Life Sciences           LSRI         (5)         173        1
Lodgenet Entertainment  LNET        (68)         301       20
Maytag Corp.            MYG         (78)       2,954      380
McDermott Int'l         MDR        (232)       1,450       34
McMoran Exploration     MMR         (85)         156       29
Neff Corp.              NFFCA       (43)         270        6
Nexstar Broadc - A      NXST        (30)         700       16
Northwest Airline       NWAC     (3,273)      13,821    (1,204)
Northwestern Corp.      NWEC       (603)       2,445     (692)
NPS Pharm Inc.          NPSP        (57)         351      261
ON Semiconductor        ONNN       (363)       1,112      237
Owens Corning           OWENQ    (4,132)       7,567    1,118
Primedia Inc.           PRM        (777)       1,883      164
Protection One          PONN       (178)         461     (372)
Quality Distribution    QLTY        (26)         377        9
Qwest Communication     Q        (2,564)      24,129      469
Revlon Inc. - A         REV      (1,065)       1,155      (99)
RH Donnelley            RHD        (127)       3,972      (57)
Riviera Holdings        RIV         (27)         223        5
Rural/Metro Corp.       RURL       (184)         221       18
SBA Comm. Corp. A       SBAC       (104)         854        9
Sepracor Inc.           SEPR       (351)         974      605
St. John Knits Inc.     SJKI        (52)         213       80
Syntroleum Corp.        SYNM         (8)          48       11
Tivo Inc.               TIVO         (3)         160      (50)
U-Store-It Trust        YSI         (34)         536      N.A.
US Unwired Inc.         UNWR        (84)         413       45
Valence Tech.           VLNC        (43)          16        1
Vector Group Ltd.       VGR         (31)         505      152
Vertex Pharm.           VRTX         (8)         484      202
Vertrue Inc.            VTRU        (32)         486      (31)
WR Grace & Co.          GRA        (629)       3,464      876
Worldgate Comm.         WGAT         (2)          14       (4)

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

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. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., and Peter A. Chapman, Editors.

Copyright 2005.  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 $675 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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