TCR_Public/050711.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, July 11, 2005, Vol. 9, No. 162     

                          Headlines

AAT COMMUNICATIONS: S&P Rates $250 Million First-Lien Loan at BB+
ABLE LABORATORIES: Robert Mauro Resigns as President & Interim CEO
ABLE LABORATORIES: Bankruptcy Filing Looms
ADELPHIA COMMS: Selling Long Distance Unit to Pioneer for $1.18MM
ADVANSTAR COMMUNICATIONS: Likely Sale Prompts S&P's Negative Watch

AMERICAN DESI: Case Summary & 20 Largest Unsecured Creditors
AMERIKING INC: Trustee Wants Ciardi & Ciardi as Substitute Counsel
AMES DEPARTMENT: Court OKs Charleston Property Sale for $550,000
ARMSTRONG WORLD: District Court Schedules July 21 Status Hearing
ATA AIRLINES: Court Extends Lease Decision Period to August 22

BINH VAN NGUYEN: Case Summary & 9 Largest Unsecured Creditors
BOYD GAMING: Calls 9-1/4% Senior Notes due 2009 for Redemption
BOYD GAMING: Releases Details About BofA Loan Amendment
CALPINE CORP: Completes $1 Billion Sale of Oil & Gas Properties
CANDESCENT TECHNOLOGIES: Court Names Stuart Maue as Fee Auditor

CATHOLIC CHURCH: Court Okays Portland's Disbursement of Funds
CLAYTON WILLIAMS: Moody's Rates Proposed $200 Million Notes at B3
CLAYTON WILLIAMS: S&P Rates Proposed $200 Mil. Senior Notes at B-
COLDSTREAM GOLF: Voluntary Chapter 11 Case Summary
COLLINS & AIKMAN: Court Okays $82.5 Mil. Customer Financing Pact

COMM 2004-LNB2: Fitch Affirms Low-B Rating on Six Cert. Classes
COMPOSITE TECHNOLOGY: Bankr. Court Approves Disclosure Statement
CSFB MORTGAGE: S&P Lifts Ratings on Seven Certificate Classes
DETROIT MEDICAL: Fitch Lifts Rating on $563M Bonds One Notch to B+
DMX MUSIC: Wants to Hire Ernst & Young as Tax Advisor

ENRON CORP: Court Approves Cargill Settlement Agreement
ENRON CORP: Inks Pact Allowing Wilton Trust Claims for $147.2 Mil.
EXIDE TECH: Pacific Dunlop's Plea for Reconsideration Rejected
FEDDERS NORTH: Moody's Junks $155 Million Senior Unsecured Notes
FINOVA GROUP: Reducing Senior Management to Align Asset Portfolio

FOOTSTAR INC: Cuts a New Deal with Sears to Stay in Business
FRONTIER INSURANCE: Taps Baker & Hostetler as Bankruptcy Counsel
GENERAL MOTORS: Moody's Reviewing Ratings for Possible Downgrade
GOLDSTAR EMERGENCY: Wants to Walk Away from Four Unexpired Leases
GOLFVIEW DEV'T: Case Summary & 20 Largest Unsecured Creditors

HIRSH INDUSTRIES: Taps Jenner & Block as Lead Bankruptcy Counsel
HIRSH INDUSTRIES: Wants to Hire Baker & Daniels as Local Counsel
INNOVA: Moody's Upgrades $300 Million Sr. Unsecured Notes to Ba3
INLAND FIBER: Moody's Junks $225 Million Senior Secured Notes
INTERSTATE BAKERIES: Wants Court Nod on Sullivan Settlement Pact

INTERSTATE BAKERIES: Wants to Reject Edwards Supplemental Pact
JB OXFORD: Prepares for 1-for-100 Reverse Stock Split
KAISER ALUMINUM: Committee Gets Professional Fees & Expenses Paid
KEY ENERGY: $550 Million Financing Cues S&P's Developing Watch
KIRKLAND STEEL: Case Summary & 20 Largest Unsecured Creditors

KMART CORP: Asks Court to Compel Discovery from Asia Business
KMART CORP: Judge Sonderby Approves ICON Settlement
KRISPY KREME: Names Douglas Muir as Chief Accounting Officer
MERRILL LYNCH: S&P Ups Rating on Two Series 1998-Canada 1 Certs.
MID OCEAN: Collateral Deterioration Cues Fitch To Lower Ratings

MIRANT CORP: Court Okays $23M Sale of Gas Turbines to Mitsubishi
MIRANT CORP: PG&E Plans to Buy Contra Costa Unit from Delta Unit
MIRANT CORP: Wants Move to Expand Ch. 11 Examiner's Role Denied
MIRAVANT MEDICAL: Gary Kledzik Resigns as CEO & Chairman
MOREY FURMAN: Case Summary & 19 Largest Unsecured Creditors

MT. CLEMENS: Fitch Puts $83 Million Bonds on Rating Watch Negative
NEIGHBORCARE INC: $1.8B Omnicare Deal Cues S&P's Positive Watch
NEWPARK RESOURCES: Poor Performance Cues S&P to Hold Rating at BB-
NORTHWESTERN CORP: Board Rejects Montana Cities' $825 Mil. Offer
OMNICARE INC: $1.8 Bil. NeigborCare Buy Cues S&P to Retain Watch

OWENS CORNING: Gets Court OK to Sell Texas Asphalt Unit for $3.15M
PACIFICARE HEALTH: Moody's Reviews B1 Debt Rating & May Upgrade
PACIFICARE HEALTH: Fitch Puts Sr. Notes on Rating Watch Positive
PARMALAT USA: Deloitte Global to Settle $10-Billion Investor Suits
PEGASUS SATELLITE: Lowenstein Sandler Wants Its Legal Fees Paid

PEGASUS SATELLITE: Miller Buckfire Wants $7.3MM Compensation Paid
PLYMOUTH RUBBER: Taps Focus Management as Financial Advisors
PLYMOUTH RUBBER: Wants to Hire Burns & Levinson as Bankr. Counsel
POINT TO POINT: Case Summary & 20 Largest Unsecured Creditors
POINT TO POINT: Tells Vendors Customers Now Responsible for Bills

PTV INC.: Defers Dividend Payment on 10% Series A Preferred Stock
QUIKSILVER INC: Moody's Rates New $350 MM Sr. Unsec. Notes at B1
RAYTECH CORP: Asbestos Trust Settles Environmental Claims
SAINT VINCENT: Has Interim Access to $15,000,000 of DIP Financing
SAINT VINCENT: Hires Speltz & Weis as Financial Advisor

SAINT VINCENT: Organizational Meeting Scheduled for July 18
SATELITES MEXICANOS: Asks Court to Dismiss Involuntary Petition
SATELITES MEXICANOS: Bondholders Will Contest U.S. Case Dismissal
SEARS HOLDINGS: Distributes 24.4 Million Shares to Claimants
SEARS HOLDINGS: Kmart Inks Preliminary Footstar Settlement Pact

SOLUTIA INC: Asks Court to Approve Astaris Sale Agreement
STRUCTURED FINANCE: Fitch Downgrades $95MM Notes 3 Notches to B
SUNGARD DATA: S&P Rates $5 Bil. Senior Secured Facilities at B+
THERMION TECHNOLOGIES: Case Summary & 4 Largest Unsec. Creditors
TRIM TRENDS: Wants Until Oct. 17 to Make Lease-Related Decisions

UAL CORP: In Talks for $310 Million Increase of DIP Facility
UAL CORP: Wants Court Nod for Sept. 2 Disclosure Statement Hearing
USG CORP: Equity Committee Gets Court OK to Hire Weil Gotshal
W.R. GRACE: Asbestos PI Panel Gets Court Nod to Hire Anderson Kill
WESTERN REFINING: S&P Rates Proposed $200 Mil. Sec. Loan at BB-

WILLIAM LYON: CEO Proposal Rejection Cues S&P to Hold Ratings

* BOND PRICING: For the week of July 4 - July 8, 2005

                          *********

AAT COMMUNICATIONS: S&P Rates $250 Million First-Lien Loan at BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on St. Louis, Missouri-based wireless tower operator AAT
Communications Corp. to 'BB-' from 'B-' and removed the rating
from CreditWatch, where it was placed with positive implications
on April 21, 2005.

"At the same time, Standard & Poor's assigned its 'BB+' rating to
the company's $250 million of aggregate first-lien bank loan
facilities, and a 'BB' to the company's $85 million of second lien
bank loan facilities," said Standard & Poor's credit analyst
Catherine Cosentino.

A recovery rating of '1' also was assigned to both of these
secured facilities.  These ratings are based on preliminary
information, subject to receipt of final bank loan documentation.  
Borrowings from these bank loans will be used to partially
refinance the company's existing $200 million secured bank loan,
fund a $100 million dividend, and for acquisitions and capital
expenditures.  At the initial close of these new bank facilities,
the company will have about $285 million of debt outstanding.  The
outlook is stable.

The ratings were placed on CreditWatch with positive implications
as part of our reassessment of the wireless tower leasing
business; specifically, our view that this sector has favorable
characteristics supportive of a low investment grade business
profile.  AAT has benefited from growth experienced by the
wireless carriers, both in terms of absolute subscribers and per
subscriber minutes of use.  The latter in particular has been an
on-going driver of tower co-location growth.  Competition has led
the carriers to offer plans with larger minute volumes for the
same average revenues.

Moreover, the major carriers have upgraded their networks to
provide for higher speed wireless broadband capabilities, which in
many cases has required additional tower equipment, especially for
the GSM networks.  The regional carriers have also increasingly
added to their coverage areas to offer competitive plans to the
national players, which in turn has elicited added tower-leasing
revenues.


ABLE LABORATORIES: Robert Mauro Resigns as President & Interim CEO
------------------------------------------------------------------
Able Laboratories, Inc. (Nasdaq: ABRX) disclosed that Robert G.
Mauro, the Company's President and interim Chief Executive Officer
and a director, has tendered his resignation and the Company has
accepted his resignation from each of those positions.

The Company is presently seeking an appropriate replacement to
lead the Company in addressing the Company's previously disclosed
regulatory issues, including its recall of all products and its
suspension of all manufacturing operations.  Meanwhile, day-to-day
activities are expected to continue to be overseen by the board of
directors and carried out by the Company's senior management team
and its retained consultants.

                      Manufacturing Halted

"The ongoing disruption in the Company's operations caused by its
product recall and the suspension of manufacturing activities has
had, and will continue to have, a material adverse effect on the
Company's results of operations and financial position," the
Company says, and won't predict if or when it will be able to
resume manufacturing operations.  The Company is continuing to
review these and related matters with representatives of the FDA
and other government agencies and with its consultants, and is
evaluating all potential strategic options available to it in
light of the regulatory and financial issues it faces.

Able Laboratories, Inc. -- http://www.ablelabs.com/-- develops  
and manufactures generic pharmaceutical products in tablet,
capsule, liquid and suppository dosage forms.  Generic drugs are
the chemical and therapeutic equivalents of brand name drugs.  
Able Laboratories reported $103 million in net sales in 2004
and the company's balance sheet showed $57 million in assets at
Dec. 31, 2004.


ABLE LABORATORIES: Bankruptcy Filing Looms
------------------------------------------
Able Laboratories, Inc., warns of a possible bankruptcy filing as
it attempts to resolve outstanding regulatory issues with the U.S.
Food & Drug Administration.  The announcement came after the
Company disclosed the resignation of its interim chief executive
officer, Robert Mauro, on July 7, 2005.  The Company received a
list of Inspectional Observations from the FDA in connection with
the events that led to a product recall and suspension of the
Company's manufacturing operations disclosed on May 23, 2005.  

"The ongoing disruption in the Company's operations caused by its
product recall and the suspension of manufacturing activities has
had, and will continue to have, a material adverse effect on the
Company's results of operations and financial position," the
Company says, and won't predict if or when it will be able to
resume manufacturing operations.  The Company is continuing to
review these and related matters with representatives of the FDA
and other government agencies and with its consultants, and is
evaluating all potential strategic options available to it in
light of the regulatory and financial issues it faces.

The FDA said Able's quality unit and senior management "failed to
assure all drug products distributed have the safety, identity,
quality and purity that they are represented to possess," Reuters
relates.

The Company canceled its annual stockholders' meeting scheduled
for Friday, July 8, 2005.

Able Laboratories, Inc. -- http://www.ablelabs.com/-- develops  
and manufactures generic pharmaceutical products in tablet,
capsule, liquid and suppository dosage forms.  Generic drugs are
the chemical and therapeutic equivalents of brand name drugs.  
Able Laboratories reported $103 million in net sales in 2004
and the company's balance sheet showed $57 million in assets at
Dec. 31, 2004.


ADELPHIA COMMS: Selling Long Distance Unit to Pioneer for $1.18MM
-----------------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates,
through Adelphia Telecommunications, Inc., and Adelphia
Telecommunications of Florida, Inc., currently operate a long
distance telephone business that provides service to around
110,000 subscribers.  Adelphia Long Distance is a reseller
provider of long distance services offering Adelphia-branded
domestic long distance and international long distance services
in 27 states throughout the United States.

As previously reported, the ACOM Debtors determined that
continued operation of Adelphia Long Distance was not in their
best interests.  Thus, the Debtors sought the Court's permission
to wind down and terminate Adelphia Long Distance.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, in New
York, reminds the U.S. Bankruptcy Court for the Southern District
of New York that before filing the Termination Motion, the ACOM
Debtors contacted 11 parties throughout the first two quarters of
2005 in connection with their efforts to sell Adelphia Long
Distance as a going concern.  The Debtors did not receive any bids
and, accordingly, concluded that their only viable option was to
terminate the business.

Subsequent to the filing of the Termination Motion, however, the
ACOM Debtors received additional indications of interest that had
not been submitted during the original solicitation process, Ms.
Chapman relates.  The Debtors engaged in preliminary discussions
with the bidders that had submitted the most attractive initial
indications of interest, and, after carefully evaluating and
scrutinizing these indications of interest, the Debtors
concluded, in an exercise of their business judgment, that the
offer made by Telecom Management, Inc., d/b/a Pioneer Telephone,
was the highest and best offer.

Consequently, the Debtors pursued negotiations with Pioneer,
which negotiations ultimately resulted in the parties agreeing to
the terms and salient provisions of an asset purchase agreement.

Pursuant to the terms of the Asset Purchase Agreement, Pioneer,
and the ACOM Debtors agree that:

    a. The Purchased Assets comprise all of the ACOM Debtors'
       right, title and interest in the Subscriber accounts, the
       information contained in the Subscriber database, and the
       Receivables.  The sale will be free and clear of all liens,
       claims, encumbrances and interests.

    b. The aggregate purchase price for the Purchased Assets will
       be equal to $80,000 plus two times the average monthly long
       distance service usage amounts billed by the Debtors to
       Subscribers for the May 2005, June 2005 and July 2005
       billing cycles.

       The Billed Revenues will be reduced by the amount of
       billings to Subscribers whose bills, as of the end of the
       last full month prior to entry of the Court Order, include
       amounts overdue more than 59 days from the invoice date.
       Based on the formula, the total purchase price is estimated
       at $1,180,000, subject to the billing reduction.

    c. The proposed sale remains subject to higher or otherwise
       better offers.

    d. The ACOM Debtors may terminate the Asset Purchase Agreement
       if the Debtors receive an offer to purchase Adelphia Long
       Distance that represents, in their sole discretion, a
       higher or otherwise better offer than the offer made by
       Pioneer.

    e. Upon a sale of Adelphia Long Distance to a party other than
       Pioneer, Pioneer will be entitled to recoup the $110,000
       deposit paid to the Debtors upon execution of the Asset
       Purchase Agreement.

Adelphia Long Distance is not among the ACOM Debtors' assets that
will be sold to Time Warner NY Cable LLC and Comcast Corporation,
Ms. Chapman states.  Since the Time Warner-Comcast Transaction is
the centerpiece of the Debtors' Plan for emergence and commands
significant time and attention from the Debtors, Ms. Chapman
asserts that continued operation of Adelphia Long Distance would
be a distraction to management.  Moreover, concurrent with the
Debtors' efforts to finalize the sale of Adelphia Long Distance
to Pioneer, the Debtors have also been engaged in finalizing and
filing their Second Amended Disclosure Statement and Second
Amended Plan of Reorganization.

Given these demands, the ACOM Debtors believe that they will not
be able to support Adelphia Long Distance effectively throughout
the reorganization process and subsequent to the consummation of
the Time Warner-Comcast Transaction.

The consideration that Pioneer will pay, Ms. Chapman attests, is
fair and reasonable.  The Purchase Price was the subject of
extensive negotiations between the ACOM Debtors and Pioneer and
represents the highest offer after a thorough marketing process,
Ms. Chapman adds.

Accordingly, the ACOM Debtors ask the Court to approve the sale
of Adelphia Long Distance pursuant to the terms of the Pioneer
Purchase Agreement.

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


ADVANSTAR COMMUNICATIONS: Likely Sale Prompts S&P's Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Advanstar
Communications Inc., including the 'B' corporate credit rating, on
CreditWatch with negative implications, following the company's
announcement that it is exploring strategic alternatives,
including the potential sale of the company.  The New York, New
York-based business-to-business media firm, which is analyzed on a
consolidated basis with its parent company, Advanstar Inc., has
about $600 million in consolidated debt following recently
completed debt reductions.

"The CreditWatch listing is based on concerns that Advanstar's
already high debt leverage and weak discretionary cash flow
potential could be worsened if the purchase of the company is
financed predominantly with debt or debt-like preferred stock,"
said Standard & Poor's credit analyst Steve Wilkinson.

Even prior to the announcement, Advanstar's rating was potentially
vulnerable to a downgrade based on concern about its ability to
generate sufficient cash flow to service its cash interest expense
with the pending onset of cash interest payments on its holding
company notes in April 2006.

In resolving the CreditWatch listing, Standard & Poor's will
evaluate the capital structure, competitive positioning, strategic
focus, and cash flow potential of the company or surviving entity.
The rating could be negatively affected by an increase in debt or
debt to EBITDA, or if the company's ability to generate positive
discretionary cash flow becomes more questionable.


AMERICAN DESI: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: American Desi, LLC
        120 Wood Avenue, Suite 300A
        Iselin, New Jersey 08830

Bankruptcy Case No.: 05-32150

Type of Business: The Debtor is the first English language
                  American Television Network for South Asians
                  living in America.  The Debtor offers original
                  programming, news, sports, live calls, and
                  entertainment including Bollywood and Hollywood.
                  See http://www.americandesi.tv/

Chapter 11 Petition Date: July 7, 2005

Court: District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: Thaddeus R. Maciag, Esq.
                  Maciag Law, LLC
                  613 Courtyard Drive
                  P.O. Box 190
                  Somerville, New Jersey 08876-0190
                  Tel: (908) 704-8800
                  Fax: (908) 704-8804

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Wachovia Bank, N.A.              Bank loan            $2,400,000
c/o McCarter & English
4 Gateway Center
100 Mulberry Street
Newark, NJ 07102
Tel: (973) 622-4444

Wachovia Small Business Capital  S.B.A. Loan            $885,672
P.O. Box 740557                  Value of Collateral:
Atlanta, GA 30374                $400,000
Attn: Dan Pateko
Tel: (800) 998-6888

Satnam Data Systems                                     $300,000
c/o American Desi LLC
120 Wood Avenue, Suite 300A
Iselin, NJ 08830
Tel: (732) 623-2255

Wachovia Bank Commercial Loan    Bank loan              $289,556
Payment Center
P.O. Box 740502
Atlanta, GA 30374
Tel: (800) 222-3862

Consolidated Building            Trade debt             $270,000
Corporation
440 East Westfield Ave
Roselle Park, NJ 07204
Attn: Saeed Ahmed
Tel: (908) 241-7774

MetroPlex Plaza Two              Real property          $121,000
Association, LLC                 lease
c/o Moscowitz & Novin
96 Park Street
Montclair, NJ 07042
Tel: (973) 509-3580

Rajesh Patel                                             $70,000

T.P.S.                           Trade debt              $60,915

Kamal Verma                                              $50,300

A C Construction & Racing LLC                            $50,037

Associated Press                 Trade debt              $46,974

Video Corporation of America     Trade debt              $38,232

Genesis Networks                 Trade debt              $35,491

Wachovia Bank Commercial Loan    Bank loan               $34,779

Hemisphere Group                 Trade debt              $30,207

Shadowstone Lighting             Trade debt              $28,071

American Express                 Credit card             $27,185

Pithy Communications             Trade debt              $26,000

National Mobile Television       Trade debt              $25,000

Wachovia Platinum Plus Business  Bank loan               $24,573


AMERIKING INC: Trustee Wants Ciardi & Ciardi as Substitute Counsel
------------------------------------------------------------------
George L. Miller, the chapter 7 Trustee overseeing the liquidation
of AmeriKing, Inc., and its debtor-affiliates, asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain the law firm of Ciardi & Ciardi, PC, as substitute special
counsel, nunc pro tunc to June 1, 2005.

Ciardi & Ciardi will replace the law firm of Janssen Keenan &
Ciardi P.C. as the Debtors special counsel.  The Firm will assume
responsibility for the prosecution, settlement or other resolution
of all Avoidance Actions.

The Chapter 7 Trustee asked for the substitution after the entire
bankruptcy practice of Janssen Keenan left for the new firm of
Ciardi & Ciardi.  The attorneys chiefly responsible for the
prosecution of the avoidance actions now practice at Ciardi &
Ciardi.

The principal Ciardi & Ciardi attorneys currently designated to
represent the chapter 7 Trustee on this case are:

      a) Albert A. Ciardi, III, Esq.;
      b) Rosalie L. Spelman, Esq.; and
      c) Michael Bowman, Esq.

Mr. Miller tells the Court that Ciardi & Ciardi will receive 25%
of the proceeds from the prosecution, settlement, or other
resolution of the Avoidance Actions as compensation.  In addition,
the Firm will be reimbursed for all costs associated with this
engagement.

To the best of the Trustee's knowledge, Ciardi & Ciardi is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Westchester, Illinois, AmeriKing, Inc., operated
approximately 329 franchised restaurants through its subsidiaries.
The Company filed for chapter 11 protection on December 4, 2002
(Bankr. Del. Case No. 02-13515).  On June 9, 2004, AmeriKing's
chapter 11 cases were converted to chapter 7 liquidation
proceedings and George Miller was appointed as the chapter 7
Trustee.  Christopher A. Ward, Esq., and Neil B. Glassman, Esq.,
at The Bayard Firm represent the Debtors.  When the Company filed
protection from its creditors, it listed $223,399,000 in assets
and $291,795,000 in debts.


AMES DEPARTMENT: Court OKs Charleston Property Sale for $550,000
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Ames Department Stores and its debtor-affiliates permission
to sell Ames Realty II, Inc.'s real property located at the
Kahawha Mall on MacCorkle Avenue in Charleston, West Virginia, to
Simpson Properties, Inc.  The Property consists of about 5.5 acres
of land with 81,800 square feet of rentable space in a former Ames
store premises.

As reported in the Troubled Company Reporter on June 13, 2005, the
salient terms of the asset purchase agreement are:

   A. Assets to Be Purchased

      Simpson will purchase:

         * The land, the improvements, and all its easements,
           tenements, hereditaments, rights, licenses, privileges
           and appurtenances;

         * All equipment and furnishings and all other tangible
           personal property owned by Ames Realty and located on
           the premises on the Closing; and

         * Assignable rights and licenses:

              -- certificates, permits and licenses belonging or
                 relating to the premises or the personal
                 property and running to or in favor of Ames
                 Realty;

              -- operating, maintenance, building service or
                 management agreements relating to the ownership
                 or operation of the premises running to or in
                 favor of Ames Realty or the premises; and

              -- right, title and interest of the Debtor in and
                 to all drawings, plans and specifications
                 covering the Property.

   B. Purchase Price

      Simpson will pay $550,000 for the property:

         * Simpson will deposit $27,500 to Stein, Simpson &
           Rosen, P.A., as escrowee, to be drawn in accordance
           with the terms of the Purchase Agreement;

         * The $522,500 balance will be paid by wire transfer at
           the Closing, subject to prorations and adjustments as
           may be provided under the Purchase Agreement.

   C. Closing

      Closing on the sale will occur on the 15th day after the
      Court approves the sale.

   D. No Representations or Warranties

      The Property is being sold on an "as is, where is" basis,
      subject to representations that are customary in real
      estate transactions.

A full-text copy of the Purchase Agreement is available for free
at:

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

Ames Department Stores filed for chapter 11 protection on Aug. 20,
2001 (Bankr. S.D.N.Y. Case No. 01-42217).  Albert Togut, Esq.,
Frank A. Oswald, Esq. at Togut, Segal & Segal LLP and Martin J.
Bienenstock, Esq., and Warren T. Buhle, Esq., at Weil, Gotshal &
Manges LLP represent the Debtors in their restructuring efforts.  
When the Company filed for protection from their creditors, they
listed $1,901,573,000 in assets and $1,558,410,000 in liabilities.
(AMES Bankruptcy News, Issue No. 70; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ARMSTRONG WORLD: District Court Schedules July 21 Status Hearing
----------------------------------------------------------------
The Honorable Eduardo C. Robreno of the U.S. District Court for
the District of Delaware will hold a status and scheduling
conference on July 21, 2005, at 10:00 a.m. in Courtroom 11A,
United States Courthouse, 601 Market Street, in Philadelphia,
Pennsylvania, on three unresolved pending matters in Armstrong
World Industries, Inc., and its debtor-affiliates chapter 11
cases:

   A. Century Indemnity Company vs. AWI, Appeal No. 03-1087

      AWI and a group of its insurers, including Century
      Indemnity Company, participated in a telephonic conference
      with the District Court regarding Century Indemnity's
      request to approve a Settlement Agreement and Stay of
      Appeal.

      The parties have subsequently agreed to withdraw, without
      prejudice, Century Indemnity's request for approval of the
      Century Settlement and to seek only to stay the appeal.

      The ACE USA Insurers will file an agreed form of order
      resolving the Century Motion in accordance with that
      agreement.

   B. Carlino/Wagman Appeal

      AWI and Carlino Arcadia Associates L.P., as successor to
      Carlino Development Group, Inc., and Wagman Construction,
      Inc., have entered into an agreement in principle
      resolving:

      * the Carlino Claimants' appeal from the Bankruptcy Court
        ruling that they are not entitled to recover lost
        profits following AWI's rejection of certain executory
        contracts; and

      * AWI's request to dismiss the appeal for lack of subject
        matter jurisdiction on the grounds that the appeal is of
        an interlocutory order, both of which are currently
        pending before the District Court.

      The parties expect to submit a stipulation and order to the
      Bankruptcy Court in time for a stipulation to be considered
      and approved by the Bankruptcy Court on or before the
      omnibus hearing currently scheduled for June 27, 2005.

   C. Maertin Appeal

      In April 2005, the District Court requested that AWI file
      a motion to support its contentions that the appeal of
      International Insurance Co., et al., from the Bankruptcy
      Court's order, dated May 3, 2005, approving the Stay
      Pending Appeal Stipulation among AWI and former professors
      and employees of Burlington County College, should be
      dismissed as moot.

      On May 12, 2005, AWI asked the District Court to dismiss
      the Maertin Appeal as moot.  To date, no response has been
      filed yet by the Maertin Appellants.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, 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
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
As of March 31, 2005, the Debtors' balance sheet reflected a
$1.42 billion stockholders' deficit. (Armstrong Bankruptcy
News, Issue No. 78; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


ATA AIRLINES: Court Extends Lease Decision Period to August 22
--------------------------------------------------------------
As previously reported, ATA Airlines, Inc. and its debtor-
affiliates ask Judge Lorch to extend their deadline to assume,
assume and assign or reject unexpired non-residential real
property leases to the earlier of August 22, 2005, or the date of
confirmation of a plan of reorganization.

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, informs the Court that the Debtors have not yet had
adequate time to fully analyze the Leases.  The Debtors' decision
with respect to each Lease depends in large part on whether the
location will play a future role under their reorganization plan.
However, at this early stage in the Chapter 11 cases, the Debtors
do not know the exact contours of their Plan and which of the
Leases the Plan will necessitate the Debtors to assume, assume and
assign, or reject.

*   *   *

Judge Lorch extends the Debtors' deadline to decide on non-
residential real property leases to the earlier of August 22,
2005, or the date of confirmation of a plan of reorganization.

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


BINH VAN NGUYEN: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Binh Van Nguyen & Nhieu Thi Tran
        9080 River Oaks Court
        Biloxi, Mississippi 39532

Bankruptcy Case No.: 05-52987

Chapter 11 Petition Date: July 7, 2005

Court: Southern District of Mississippi (Gulfport)

Judge: Edward Gaines

Debtor's Counsel: Robert Gambrell, Esq.
                  Gambrell & Stone, PLLC
                  P.O. Drawer 8299
                  Biloxi, Mississippi 39535
                  Tel: (228) 388-9316

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 9 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
AmeriCredit                   1998 Chevrolet P/u          $6,107
                              (over 129,000 miles)
                              Value of security:
                              $5,975

Graham Fisheries, Inc.        Open Acct.                 $11,000

Marshall Marine Supply, Inc.  Open Acct.                  $1,400

MBNA America                  Credit card purchases      $14,347

Small Bus. Adm.               184 Oak Street,            $81,295
2120 River Front Drive        Biloxi & 84 Shrimp
Suite 100                     Boat (Little Corey)
Little Rock, AR 72202-1747    But no equity in
                              Little Corey.
                              Value of security:
                              $40,000
                              Senior Lien:
                              $682

Small Bus. Loan Service       86' Shrimp Boat           $789,597
P.O. Box 3031                 (Big Corey) & 130
Houston, TX 77253             Maple Street Biloxi
                              Value of security:
                              $275,000
                              Senior lien:
                              $24,080

Small Bus. Loan Source        84.6' Shrimp Boat         $673,142
P.O. Box 3031                 (Little Corey)
Houston, TX 77253             Value of security:
                              $225,000

Southern Supplies Co.         Open Acct.                  $1,200

Sprinkle Net Shop, Inc.       Open Acct.                    $583


BOYD GAMING: Calls 9-1/4% Senior Notes due 2009 for Redemption
--------------------------------------------------------------
On June 30, 2005, Boyd Gaming Corporation called for redemption
all of its 9-1/4% Senior Notes Due 2009 outstanding on August 1,
2005.  The Notes were issued and the redemption will be effected
pursuant to the provisions of the Indenture dated as of July 26,
2001, by and among the Company, certain subsidiaries of the
Company, as guarantors, and The Bank of New York, as trustee, as
supplemented by the Supplemental Indenture, dated as of April 30,
2003, between Boyd Louisiana Racing, Inc., a subsidiary of the
Company, as guarantor, and The Bank of New York, as trustee, and
the Supplemental Indenture, dated as of April 30, 2003, between
Boyd Racing, L.L.C., a subsidiary of the Company, as guarantor,
and The Bank of New York, as trustee.

The Notes will be redeemed at a redemption price of 104.625% of
the principal amount thereof, plus accrued and unpaid interest to
the redemption date (subject to the right of holders of record as
of the record date occurring prior to the redemption date to
receive interest due and payable on the Notes on the interest
payment date that is concurrent with the redemption date).  As of
June 30, 2005, there was approximately $200 million in aggregate
principal amount of the Notes outstanding.  On the redemption
date, the redemption price will become due and payable upon each
Note to be redeemed.  Pursuant to the terms of the Indenture,
interest on the Notes will cease to accrue on and after the
redemption date and the only remaining right of the holders of the
Notes will be to receive payment of the redemption price,
including accrued and unpaid interest to the redemption date, upon
surrender of the Notes to the trustee.

A notice of redemption containing information required by the
terms of the indenture governing the 9-1/4% Senior Notes due 2009
will be mailed to noteholders.  The address of the paying agent
for purposes of surrendering notes in connection with the
redemption is:

        By Mail:

           The Bank of New York
           P.O. Box 396
           East Syracuse, NY 13057
           Attention: Fiscal Agencies Dept./
           Bond Redemption Unit

        By Hand:
        
           The Bank of New York
           111 Sanders Creek Parkway
           East Syracuse, NY 13057
           Attention: Fiscal Agencies Dept./
           Bond Redemption Unit

The redemption of the 9-1/4% Senior Notes due 2009 will be funded
from borrowings under the Company's recently amended credit
facility with a group of unidentified lenders led by Bank of
America.

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) --  
http://www.boydgaming.com/-- is a leading diversified owner and    
operator of 18 gaming entertainment properties, plus one under  
development, located in Nevada, New Jersey, Mississippi, Illinois,  
Indiana and Louisiana.  

                        *     *     *

As reported in the Troubled Company Reporter on June 16, 2005,  
Standard & Poor's Ratings Services revised its rating outlook on
casino operator Boyd Gaming Corp. to positive from stable.

At the same time, Standard & Poor's affirmed its ratings on the
Las Vegas, Nevada-based company, including its 'BB' corporate
credit rating.  Total debt outstanding was approximately
$2.26 billion at March 31, 2005.

"The outlook revision reflects Boyd's solid operating performance
over the past several quarters, which has resulted in pro forma
credit measures that have exceeded our previous expectations,"
said Standard & Poor's credit analyst Michael Scerbo.


BOYD GAMING: Releases Details About BofA Loan Amendment
-------------------------------------------------------
As previously reported in the Troubled Company Reporter on July 4,
2005, Boyd Gaming Corporation entered into a First Amendment to
its Credit Agreement with Bank of America, N.A., and other
unidentified financial institutions.  The Amendment, dated as of
June 10, 2005, and effective as of June 30, 2005, amends the terms
of the original Credit Agreement, dated as of May 20, 2004.

Among other things, the Amendment:

    * increases the lenders' aggregate commitments with respect to
      revolving loans by $250 million to $1.35 billion;  

    * lowers the interest rate on revolving loans at each level in
      the pricing grid that specifies the interest rates
      applicable to the Credit Agreement and eliminates the
      highest level of leverage ratio from the pricing grid, but
      adds a new category to the pricing grid for a lower leverage
      ratio which, if achieved, will result in an additional  
      reduction in the interest rate;  

    * lowers by 0.25% the interest rate on term loans;  
    
    * reduces the fee charged on the unused portion of the
      revolving loan commitment at certain leverage ratios;  

    * extends the maturity date of the revolving loans from
      June 30, 2009, to June 30, 2010;  

    * increases the amount of funds that the Company may borrow
      under swing line loans from $30 million to $50 million;  
    
    * increases the amount of funds available under letters of
      credit from $30 million to $75 million;  

    * increases the aggregate amount available, at the Company's
      option but subject to receipt of additional commitments and
      the receipt of any necessary regulatory approvals, under the
      revolving loans or the term loans by up to an additional
      $500 million;

    * increases the amount of funds that the Company may invest
      in unspecified permitted investments from $250 million to
      $400 million, subject to certain adjustments;  

    * increases from $35 million per year to $60 million per year
      the monetary limitation on the Company's ability to declare  
      or pay cash dividends and to purchase, redeem or otherwise
      acquire its capital stock, which limitation only applies,
      subject to certain exceptions, if the Company's leverage
      ratio is 4.50 to 1.00 or more;  

    * eliminates the requirement that the Company maintain senior
      unsecured public indebtedness and subordinated debt of at
      least $750 million;  
   
    * eliminates the requirement that the Company pledge
      additional collateral under certain circumstances;  

    * provides exceptions to the limitations on the Company and
      its subsidiaries' ability to enter into certain burdensome
      agreements that restrict the flow of funds or guaranties  
      among them;  

    * eliminates limitations on the Company's growth capital
      expenditures, but requires the Company to maintain a lower
      total leverage ratio of 5.00 to 1.00, and fixes the total
      leverage ratio at 5.00 to 1.00 until June 30, 2009, when it
      will decline to 4.50 to 1.00; and  

    * extends the timing of the scaled reduction in the maximum
      permitted senior leverage ratio (from 3.50 to 1.00
      eventually down to 3.00 to 1.00) for an additional year,
      with the last of those reductions to apply to fiscal
      quarters ending on or after March 31, 2008 instead of March
      31, 2007.  

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) --  
http://www.boydgaming.com/-- is a leading diversified owner and    
operator of 18 gaming entertainment properties, plus one under  
development, located in Nevada, New Jersey, Mississippi, Illinois,  
Indiana and Louisiana.  

                        *     *     *

As reported in the Troubled Company Reporter on June 16, 2005,  
Standard & Poor's Ratings Services revised its rating outlook on
casino operator Boyd Gaming Corp. to positive from stable.

At the same time, Standard & Poor's affirmed its ratings on the
Las Vegas, Nevada-based company, including its 'BB' corporate
credit rating.  Total debt outstanding was approximately
$2.26 billion at March 31, 2005.

"The outlook revision reflects Boyd's solid operating performance
over the past several quarters, which has resulted in pro forma
credit measures that have exceeded our previous expectations,"
said Standard & Poor's credit analyst Michael Scerbo.


CALPINE CORP: Completes $1 Billion Sale of Oil & Gas Properties
---------------------------------------------------------------
Calpine Corporation (NYSE: CPN) announced Thursday that it has
completed the sale of all of its domestic oil and gas exploration
and production assets for $1.05 billion, less approximately $60
million of estimated transaction fees and expenses.  With the
completion of this transaction, Calpine expects to record,
subsequent to June 30, 2005, a gain on the sale of assets of
approximately $350 million.

The domestic oil and gas properties were sold to Rosetta Resources
Inc., formerly an indirect, wholly owned subsidiary of Calpine.  
Rosetta recently raised $725 million through the issuance of
45,312,500 of its common shares.  Rosetta used the net proceeds
from that transaction, together with $325 million of proceeds from
a new credit facility, to purchase all of Calpine's domestic oil
and gas exploration and production assets.  The purchase price
contemplates payment in full subject to the completion of certain
post closing requirements.  With the completion of this
transaction, Calpine no longer owns any interest in Rosetta.

The Rosetta common shares were offered in a private placement
under Rule 144A, have not been registered under the Securities Act
of 1933, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.

Calpine Corporation -- http://www.calpine.com/-- supplies     
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S.
states, three Canadian provinces and the United Kingdom.  Its
customized products and services include wholesale and retail
electricity, natural gas, gas turbine components and services,
energy management, and a wide range of power plant engineering,
construction and operations services.  Calpine was founded in
1984.  It is included in the S&P 500 Index and is publicly traded
on the New York Stock Exchange under the symbol CPN.

                         *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,   
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Calpine Corp.'s (B-/Negative/--) planned $650 million contingent
convertible notes due 2015.  The proceeds from that convertible   
debt issue will be used to redeem in full its High Tides III   
preferred securities.  The company will use the remaining net   
proceeds to repurchase a portion of the outstanding principal   
amount of its 8.5% senior unsecured notes due 2011.  S&P said its   
rating outlook is negative on Calpine's $18 billion of total debt   
outstanding.

As reported in the Troubled Company Reporter on May 16, 2005,
Moody's Investors Service downgraded the debt ratings of Calpine
Corporation (Calpine: Senior Implied to B3 from B2) and its
subsidiaries, including Calpine Generating Company (CalGen: first
priority credit facilities to B2 from B1).


CANDESCENT TECHNOLOGIES: Court Names Stuart Maue as Fee Auditor
---------------------------------------------------------------
The Honorable James R. Grube of the U.S. Bankruptcy Court for the
Northern District of California in San Jose, appointed the firm of
Stuart, Maue, Mitchell & James, Ltd., as the Court's fee auditor
in connection with Candescent Technologies Corp.'s chapter 11
case.

Stuart Maue will:

     a) reconcile the hours, fees and expenses included in the fee
        applications filed by the case professionals;

     b) review each billing entry included in the fee applications
        submitted by the case professionals;

     c) review each request for reimbursement of expenses included
        in the fee applications.

     d) evaluate fees and expenses for compliance with guidelines
        and rules of the Court pursuant to section 330 of the  
        Bankruptcy Code;

     e) prepare written reports of the review and analysis
        including exhibits displaying its findings; and

     f) perform other necessary services the Court may request  
        with respect to the examination of the fee applications.

The hourly rates for Stuart Maue's professionals are:

        Professional                  Hourly Rate
        ------------                  -----------
        Legal Auditors                    $275
        Computer Programmers/Consultants   175
        Assistant Legal Auditors           150
        Data Entry Personnel                65

Stuart Maue's compensation in this engagement is capped at 2% of
the professional fees and expenses reviewed.

Stuart Maue tells the Court that it is a "disinterested person" as
that term is defined in Section 101(4) of the Bankruptcy Code.

                      About Stuart Maue

Stuart Maue Mitchell & James, Ltd., a pioneer in the legal
auditing field, specializes in the review and auditing of legal
bills resulting from complex litigation, national class actions,
multi-district litigation, and fee applications filed in major
bankruptcies.  Stuart Maue is a full service legal fee auditing
and legal bill review firm, offering a variety of legal cost
management services and products, including electronic invoicing
and on-line bill review applications.  Its legal bill review
methodology is based on generally accepted principles regarding
attorneys' fee billings and our years of experience in the legal
auditing business.  Stuart Maue is not a law or accounting firm
and does not engage in the practice of law or public accounting.

                 About Candescent Technologies

Headquartered in Los Gatos, California, Candescent Technologies
Corp. -- http://www.candescent.com/-- is a supplier of flat panel  
displays for notebook computers, communications and consumer
products.  The Company filed for chapter 11 protection on June 16,
2004 (Bankr. N.D. Calif. Case No. 04-53803).  Ramon Naguiat, Esq.,
at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
debts and assets of more than $100 million.


CATHOLIC CHURCH: Court Okays Portland's Disbursement of Funds
-------------------------------------------------------------
As previously reported in the Troubled Company Reporter on June 1,
2005, St. Mary Parish sought the Court's authority to:

   (a) use the $766,792 previously contributed by the
       Parishioners and deposited in the ALIP Account to pay
       for the construction of the proposed Sanctuary;

   (b) deposit an additional $214,415 in the ALIP, presently held
       by the Parish's building and fund raising committees for
       the purpose of paying for the Sanctuary's construction;
       and

   (c) accept the remaining building fund pledges from the
       Parishioners and deposit those funds in the ALIP.

The Parish also asked Judge Perris to permit Portland to disburse
the Parish's building funds in the ALIP for the purpose of paying
for the construction consistent with the Archdiocesan Building
Commission's guidelines for the construction of parish building
projects.

In 1999, the 450 families comprising the parishioners of St. Mary
- Our Lady of the Dunes in Florence, Oregon, began the project of
planning and raising funds to construct a new sanctuary.  Without
financial assistance from resources outside of their membership,
as a result of their "Giving in Faith Together" campaign, the
Parishioners committed a total of more than $1.9 million for the
purpose of constructing the new Sanctuary.

Before the Petition Date, St. Mary Parish spent about $284,000 on
the Project.  An additional $766,792 was contributed by the
Parishioners for the building fund.  Wilson C. Muhlheim, Esq., at
Muhlheim Boyd, in Eugene, Oregon, informs the U.S. Bankruptcy
Court for the District of Oregon that the funds were delivered to
the Archdiocese of Portland in Oregon for deposit to the Parish's
building fund account in the Archdiocesan Loan and Investment
Program.

Mr. Muhlheim relates that after Portland filed its bankruptcy
petition, the Parishioners' subsequent donations to the building
fund were deposited in a separate account in the name of the
Parish building fund, which is neither owned nor controlled by the
Parish or the Archdiocese.  That account currently holds $214,415.

Mr. Muhlheim notes that Portland is a corporation sole under the
civil law and is a juridic person under Canon Law.  The Parish is
also a juridic person under Canon Law 515 Section 3.  Pursuant to
Canon Law 1267 Section 1, the Parish, as a juridic person, is the
donee of property given to it and is required to use offerings for
the specific purpose, if any, for which the offerings are given.
Mr. Muhlheim says $766,792 has been deposited in the ALIP Account,
and those funds were designated by the Parishioners to be utilized
solely to build the Sanctuary.

The Tort Committee has asserted that the Parish has no separate
legal existence from the Archdiocese and that the Parish should be
treated like a civil division of the Archdiocesan corporation
sole.  However, the Archdiocese and the Parish dispute the Tort
Committee's contention and assert that the Parish, as a separate
juridic person under Canon Law, cannot be classified as a mere
division of a civil corporation.

The Court has not ruled on the Parish's status under either civil
or canon law and it is far from certain that the Parish's building
funds in the ALIP Account will be found to be property of the
Archdiocese's bankruptcy estate.  Similarly, the Court has not
ruled on whether a finding that Portland "owns" the property will
free it of a duty to hold that Property for the benefit of
parishioners who have contributed funds for a specific purpose.

Mr. Muhlheim, however, argues that regardless of the Parish's
status, or the ownership of the building funds, the use of the
funds to build the Sanctuary constitutes an ordinary-course
transaction for both the Parish and the Archdiocese.  Mr.
Muhlheim points out that as a parish expands and needs additional
building space to conduct its "ordinary course" ministries and
operations, it necessarily must solicit donations from its
parishioners for expansion and improvements to parish property.
A parish must apply those donated funds consistent with the stated
purpose and intent for which the donations were solicited, and the
parishioners have the right to expect their contributions used in
accordance to the agreed purpose.  Those principles are carefully
enunciated in the canons and guiding principles applicable to the
Parish's operations and also in the civil law.

Mr. Muhlheim clarifies that the Parishioners do not suggest that
the Court must or should determine whether the real estate, as it
presently exists or as it might be improved, is property of the
Parish, or property of the Archdiocese which may be used to
satisfy claims against Portland.

                           Objections

(A) Paul E. DuFresne

According to Paul E. DuFresne, the request and accompanying
declarations and memorandum of St. Mary - Our Lady of the Dunes in
Florence, Oregon, fails to provide even remotely convincing
evidence that the expenditure of the requested funds is in the
interest of creditors.

Mr. DuFresne points out that a decision by the U.S. Bankruptcy
Court for the District of Oregon to allocate the funds prior to a
complete decision of the question of the ownership of disputed
assets will constitute an endorsement by the Court of the de facto
policy of the Catholic Church of building church monuments while
refusing to take responsibility for the sexually abused children
under church care and by the use of church authority.

Furthermore, Mr. DuFresne argues that the proposed Project will
probably reduce the estate by converting an asset like cash, which
is fully applicable to satisfying the demands of tort claimants,
and replacing it with an illiquid asset, which is subject to
market fluctuations, and which St. Mary Parish has not shown will
be increased in value after the Project is completed.  The
continuation of the sanctuary project will also most likely reduce
the income of St. Mary Parish.

(B) Tort Committee

On behalf of the Tort Claimants Committee appointed in the
Chapter 11 case of the Archdiocese of Portland in Oregon, Albert
N. Kennedy, Esq., at Tonkon Tort LLP, in Portland, Oregon, relates
that the issues raised by St. Mary Parish's request are subject of
a pending adversary proceeding and must be determined in the
context of an adversary proceeding.  

St. Mary Parish's request raises fundamental issues that have been
raised but not yet determined by the Court.  A ruling by the
Court on St. Mary Parish's request at this time could effectively
preempt for practical purposes a meaningful evaluation of the
issues.

The request also seeks authority on behalf of Portland to use the
Archdiocese's assets out of the ordinary course.  This kind of
request can only be filed by a debtor, Mr. Kennedy says.  There is
no basis for the request to be filed by a non-debtor.

                    Portland Supports Request

The Archdiocese of Portland in Oregon supports the use of funds
donated by the parishioners for the construction of the parish
church.  Portland believes that the use is consistent with the
donors' intent and does not violate any restrictions on the use of
the funds.

Portland also agrees with the parish that the Court can decide on
the request without reaching the underlying issues in the pending
adversary proceeding brought by the Tort Claimants Committee, and
the Court should refrain from doing so.

                          *     *     *

Judge Perris approves the request on the condition that the people
providing the additional funding will not have an administrative
claim.

Judge Perris further clarifies that (i) the improvement will be
property of the estate to the same extent as the property is
currently property of the estate, and (ii) non-estate money must
be supplied and used proportionately with estate money during
construction.

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


CLAYTON WILLIAMS: Moody's Rates Proposed $200 Million Notes at B3
-----------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Clayton
Williams Energy, Inc., an exploration and production company
focused primarily in Texas, New Mexico, and Louisiana.  With a
stable outlook, Moody's assigned a B3 rating to the company's
proposed $200 million senior unsecured guaranteed notes.  Moody's
also assigned a B2 Corporate Family Rating (formerly the senior
implied rating), and a SGL-2 speculative grade liquidity rating.

The ratings are restrained by the somewhat inconsistent sequential
quarterly and annual production gains which are the result of the
company's reliance/focus on exploration activities to drive growth
juxtaposed with a significant portion of the existing production
base generated from shorter-lived properties in East Texas and
Louisiana.  

The ratings also reflect:

   * some lumpiness in the company's annual finding and
     development costs that is also the result of the focus on
     exploration activities which may produce uneven results;

   * the full debt burden on the company's relatively small PD
     reserve base and the high leverage on the total proven
     reserve base when factoring in development capex;

   * the need for a clear management succession plan given that
     Clayton Williams, CEO is 73 years of age and beneficially
     owns approximately 42% of the company; and

   * some below market hedges in place that currently hold back
     some cash flow that otherwise would be available for
     reinvestment and/or debt reduction.

The ratings are supported by:

   * the currently favorable commodity price outlook which may
     provide cover for CWEI's aggressive exploration program
     internally;

   * the company's move into the longer-lived Permian Basin which
     adds a degree of durability to the core production base;

   * a very seasoned management team that has overseen the
     company's growth through various cycles since its inception;

   * significant operating control of the planned capital budget;
     and

   * very good liquidity pro forma for the notes offering.

The stable outlook reflects:

   * the favorable commodity price outlook and assumes that the
     company lives within its plan to fund capital spending within
     cash flow; and

   * the company's continued efforts to develop the Permian Basin
     reserves to be a greater proportion of total production and
     reduce the overall level of capital intensity of the property
     base.

However, the outlook could be pressured if the funding of the
company's drilling program outpaces internal cash flow,
particularly if it does not result in significant production gains
and reserve additions.  The outlook would also face downward
pressure:

   * if leverage on the PD reserve base rises materially above
     $6.00/boe;

   * if capital productivity deteriorates evidenced by negative
     reserve and production trends, even if funded with internal
     cash flow; or

   * if F&D (both drillbit and all-sources) costs spike above the
     $10 to $12/boe range.

A positive outlook and/or potential ratings upgrade would require:

   * leverage to significantly improve to well under $5.00/boe of
     PD reserves;

   * demonstration of sustained sequential quarterly production
     gains; or

   * if acquisitions funded either with internal cash flow or with
     ample equity that sufficiently adds diversification and
     durability to the existing property base without increasing
     leverage on the PD reserve base.

The notes are notched down one from the Corporate Family Rating
due to the size of the indenture's permitted secured debt carveout
of $150 million (plus a $25 million general basket) and that the
company will have about a $135 million senior secured borrowing
base facility at close.  While Moody's notes that the notes are
guaranteed by the company's subsidiaries that also guarantee the
credit facility and management's intention is to maintain spending
within cashflow, the size of the carveout and borrowing base
facility is significant enough to warrant a notching of the notes.

Moody's also notes that the there is an additional carveout for
permitted employee partnerships whereby the company transfers
small portions of working interests in certain fields to separate
partnerships as a form of incentive for certain employees and
management in place of stock options.  While there is no limit on
the asset value permitted, it does limit the portion of the
company's working interest to 10% of any property, that portion of
the asset base can be separated out from the company and
unavailable to bondholders.  Moody's notes that the properties
included in these partnerships (which are not guarantors of the
notes) is currently less than approximately 1% of the company's
total proved reserve base and production and are not contributed
until after the company recoups all of its associated costs plus
interest.

The SGL-2 rating is supported by the combination of:

   * the production and commodity price outlook;

   * balance sheet cash and ample external liquidity from an
     undrawn secured revolving credit facility that should be
     sufficient to cover planned capex;

   * interest; and

   * working capital needs.

The rating also reflects the expected ample cushion under the
credit facility's maintenance covenants which should ensure
revolver accessibility over the next twelve months.  

However, the rating is tempered by:

   * the need for management to demonstrate sufficient flexibility
     in its capital spending program;

   * the exposure of the credit facility to borrowing base re-
     determinations in lower commodity price environments; and

   * the encumbrance of all assets by the secured revolving credit
     facility, which limits asset sales without permission from
     the revolver lenders.

Moody's assigned these ratings for Clayton Williams Energy, Inc.:

   * B3 -- company's proposed senior unsecured notes offering
   * B2 -- Corporate Family Rating
   * SGL- 2 -- Speculative Grade Liquidity Rating

Proceeds from the offering will refinance borrowings under the
company's senior secured revolving credit facility, repay the
$30 million secured term loan, and for general corporate purposes.

CWEI's focus/reliance on exploration for growth has and may
continue to result in inconsistent production and reserve trends,
particularly given the company's relatively small PD reserve base
(35.7 mmboe at December 31, 2004) combined with almost 71% of the
company's total production and 40% of the PD reserve base having a
very short PD reserve life of only 3.83 years.  The company's 5%
decline in production in Q1'05 compared to Q4'04 resulted from the
difficulty in arresting the steep decline curves of the S.
Louisiana, Cotton Valley Reef, and Austin Chalk properties.  This
illustrates the relatively high reinvestment risk associated the
majority of the property base.

The 2004 acquisition of SouthWest Royalties provided the company
with additional scale, a foothold in the longer-lived Permian
Basin, and visible development opportunities to counter-balance
the risk of being largely focused on exploration for growth.  
While the company remains committed to exploration activities for
its main growth driver, the SWR properties provide exploitation
opportunities and a more durable production base and may provide
better opportunities for more favorable sequential quarterly
production trends.

The company's leverage pro forma for the notes offering will be
about $5.61/boe of PD reserves, which is well within the range for
its ratings, however is much higher than the company has
maintained over the past three years.  When factoring in the
future development capex on the PUD reserves, leverage, measured
by total debt/total proved reserves is high at $6.77/boe.

The company's full cycle costs as of Q1'05 were a high $24.32/boe,
which comprised of $8.50/boe of lease operating expenses and
$1.74/boe of interest expense.  These two figures have risen from
$6.90/boe and $1.41/boe in Q2'04 respectively due to the higher
cost oil production and associated financing of the SWR
acquisition.  However, the SG&A costs during that time did improve
from $1.93/boe to $1.70/boe.

The company's cost structure has thus far benefited from a
competitive 3-year all-sources F&D figure of $10.59/boe.  While
the 2004 figure was a low $9.53/boe, it partially benefited from
the growth in PUDs associated with the SWR acquisition.  However,
the company has been able to successfully demonstrate good capital
productivity by maintaining its F&D figures typically within a
band of $10.00/boe to $13.50/boe over the past three years despite
some volatility in reserve trends.  However, this figure could
rise and be somewhat volatile given ongoing focus on exploration
and the development of the SWR properties.

The SGL-2 rating considers the $135 million of undrawn revolver
capacity plus cash on hand at close of the bond offering combined
with the currently favorable commodity price outlook over the
ensuing four quarters.  Moody's estimates that CWEI's EBITDA over
the next four quarters will range between $170 million and $190
million based on production ranging from 90 mmcfe/day to 105
mmcfe/day.  This should be sufficient to cover the company's
planned capex of about $145 million, pro forma interest expense of
$16 million to $18 million, and working capital needs of about $10
million.

The SGL-2 rating also incorporates the ample room under the credit
facility's maintenance covenants that will ensure revolver
accessibility over the next four quarters.  Under the credit
agreement, CWEI must maintain a current ratio of at least 1.00x
and cannot exceed a debt/EBITDAX ratio of 3.00x, which Moody's
estimates CWEI will be able to comfortably meet over the ensuing
four quarters.  The SGL-2 rating also reflects the fact that the
reserves are securing the credit facility, and would need the
approval of the lenders for sale to raise liquidity.

Clayton Williams is headquartered in Midland, Texas


CLAYTON WILLIAMS: S&P Rates Proposed $200 Mil. Senior Notes at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to independent exploration and production company
Clayton Williams Energy Inc.  At the same time, Standard & Poor's
assigned its 'B-' senior unsecured debt rating to Clayton
Williams' proposed $200 million senior unsecured notes due 2013.
The outlook is stable.

Pro forma for the proposed offering, Midland, Texas-based Clayton
Williams will have $200 million of debt.

"The ratings on Clayton Williams reflect its aggressive growth and
exploration strategy, high debt leverage, elevated cost structure,
and small reserve base," said Standard & Poor's credit analyst
Paul B. Harvey.  "The ratings also incorporate Clayton Williams'
average reserve life, high operatorship of its properties, the
potential for improved costs and reserves, and the significant
ownership by management and the Clayton Williams family (around
48%)," he continued.  The senior unsecured notes have been
"notched" to reflect the priority debt of the credit facility,
secured by a first lien on all oil and gas properties, which
encumbers greater than 15% of Clayton Williams' assets under
Standard & Poor's default scenario.

The stable outlook reflects expectations that capital expenditures
will remain within cash flows and that any acquisitions will be
funded in a balanced manner.  If Clayton Williams' reserve life
weakens significantly and/or it pursues acquisitions that weaken
debt leverage, ratings would be negatively affected.  However, if
drilling costs are lowered while the company expands its reserves
and production, positive rating actions could occur.


COLDSTREAM GOLF: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Coldstream Golf Club, Inc.
        P.O. Box 288
        Irmo, South Carolina 29063

Bankruptcy Case No.: 05-07738

Type of Business: The Debtor operates a golf course spread
                  throughout the suburban hills of Irmo near Lake
                  Murray.  Coldstream has a swimming pool, tennis
                  courts, lounge and banquet facilities.
                  See http://www.coldstreamgolf.com

Chapter 11 Petition Date: July 6, 2005

Court: District of South Carolina (Columbia)

Judge: Wm. Thurmond Bishop

Debtor's Counsel: Jason T. Moss, Esq.
                  816 Elmwood Avenue
                  Columbia, South Carolina 29201
                  Tel: (803) 933-0202

Estimated Assets: $50,000 to $100,000

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


COLLINS & AIKMAN: Court Okays $82.5 Mil. Customer Financing Pact
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
gave Collins & Aikman Corporation (OTC: CKCR) interim approval
allowing the Company to enter into an agreement with certain
customers to provide $82.5 million of temporary price increases
under existing contracts, an additional $82.5 million of post-
petition financing, together with funding of capital requirements
(of approximately $140 million).  The agreement also provides a
commitment not to resource current production or awarded programs,
establishes a framework for additional customer price negotiations
and sets a timeline for presenting a comprehensive business plan.

"This agreement is the product of constructive negotiations with
our lender and customer groups that took place over the last
several weeks," John R. Boken, Chief Restructuring Officer, said.  
"We are extremely pleased to receive the court's approval of this
agreement, which will enable Collins & Aikman to continue
operating normally as we formulate and implement our business
plan.  The financing is also a sign of confidence by both our
customers and JPMorgan in our ability to address the issues we are
currently facing and pursue strategies to maximize the value of
Collins & Aikman."

The customer group that has signed the agreement consists of:

   -- DaimlerChrysler AG,
   -- Ford Motor Co.,
   -- General Motors Corp.,
   -- Honda Motor Corp.,
   -- Nissan Motor Co., and
   -- Toyota Motor Corp.

The customer group represents approximately 85% of the Company's
North American revenue.

The financing provided by this customer agreement is supplemental
to the court-authorized $150 million interim debtor-in-possession
financing provided by JPMorgan and the $30 million post-petition
financing previously obtained by the Company from the same
customer group.  Along with the Company's cash from operations,
funds available under the terms of this agreement will be utilized
for operating needs.

Headquartered in Troy, Michigan, Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit   
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts.


COMM 2004-LNB2: Fitch Affirms Low-B Rating on Six Cert. Classes    
---------------------------------------------------------------
Fitch Ratings affirms COMM 2004-LNB2:

    -- $62.8 million class A-1 at 'AAA';
    -- $129.5 million class A-2 at 'AAA';
    -- $157.6 million class A-3 at 'AAA';
    -- $466.5 million class A-4 at 'AAA';
    -- Interest-only classes X-1 and X-2 at 'AAA';
    -- $25.3 million class B at 'AA';
    -- $9.6 million class C at 'AA-';
    -- $19.3 million class D at 'A';
    -- $8.4 million class E at 'A-';
    -- $9.6 million class F at 'BBB+';
    -- $10.8 million class G at 'BBB';
    -- $10.8 million class H at 'BBB-';
    -- $4.8 million class J at 'BB+';
    -- $6.0 million class K at 'BB';
    -- $3.6 million class L at 'BB-';
    -- $4.8 million class M at 'B+';
    -- $2.4 million class N at 'B';
    -- $1.2 million class O at 'B-'.

Fitch does not rate the $13.2 million class P.

The rating affirmations reflect the minimal reduction of the pool
collateral balance since issuance.  As of the June 2004
distribution date, the pool has paid down 1.78%, to $946.6 million
from $963.8 million at issuance.  There are no delinquent or
specially serviced loans.

Three loans have investment grade credit assessments; Tyson's
Corner Center (15.6%), AFR Office Portfolio (8.1%) and Meadows
Mall (5.8%). The loans remain investment grade.

Tyson's Corner Center is secured by a 1,554,116 square foot
regional mall in McLean, VA.  There are four pari passu notes, A-
1, A-2, A-3 and A-4. A-1 is included in the trust.  For year-end
(YE) 2004 the Fitch stressed debt service coverage ratio has
increased to 1.64 times (x) compared to 1.53x at issuance.

The AFR office portfolio is secured by 153 properties located
across 19 states.  The total debt on the portfolio consists of an
A-1, A-2, A-3, A-4 and a B note.  The A-3 note is included in the
trust.  The Fitch stressed DSCR for YE 2004 was 1.61x from 1.79x
at issuance.

Meadows Mall is secured by a 312,210 sf regional mall in Las
Vegas, NV.  The note is split into two equal pari passu pieces
with the A-2 piece included in the trust.  As of YE 2004 the Fitch
stressed DSCR was 1.32x compared to 1.39 at issuance.


COMPOSITE TECHNOLOGY: Bankr. Court Approves Disclosure Statement
----------------------------------------------------------------
The Hon. John E. Ryan of the U.S. Bankruptcy Court for the Central
District of California approved the Disclosure Statement filed by
Composite Technology Corporation (OTC Bulletin Board: CPTCQ)
explaining its Chapter 11 plan of reorganization.

The company's plan of reorganization, if confirmed by the
Bankruptcy Court, will pay its creditors in full.  Following
Friday's ruling, the Debtor will now ask its creditor
constituencies, including trade vendors, debenture holders and
litigation claim holders, to vote to accept the plan.  The
bankruptcy court has scheduled a plan confirmation hearing for
Sept. 8, 2005.

"We are very pleased that CTC will have an opportunity to pursue
its plan of reorganization," Leonard M. Shulman of Shulman Hodges
& Bastian LLP, CTC's bankruptcy counsel, said.  "CTC will continue
working with creditors, shareholders and all interested parties
throughout this process.  CTC proposes a plan that addresses its
litigation claims and provides for payment in full (100%) to its
creditors.  This process continues to move very quickly and thanks
in large part to my partner Mark Bradshaw, CTC is in a position to
emerge from Chapter 11 in record time."  CTC's Chairman and CEO
Benton Wilcoxon added: "We are extremely satisfied with our
results thus far.  CTC is on track to emerge from bankruptcy to
aggressively continue with its business of developing, producing
and marketing innovative and cost effective composite core
electrical conductors for the utility industry."

Judge Ryan also recently ordered that the Acquvest and Ascendiant
parties may resume their pre-bankruptcy litigation in their
respective venues, but stopped short of allowing these parties
from attempting to collect on any judgment that might be later
obtained.  "CTC will continue to vigorously defend these matters.  
For now, the state court litigation will serve only to define the
amount of these claims, if any, with all other issues remaining
with the Bankruptcy Court," Mr. Shulman said.

Headquartered in Irvine, California, Composite Technology  
Corporation -- http://www.compositetechcorp.com/-- provides high     
performance advanced composite core conductor cables for electric  
transmission and distribution lines.   The proprietary new ACCC  
cable transmits two times more power than comparably sized  
conventional cables in use today.  ACCC can solve high-temperature  
line sag problems, can create energy savings through less line  
losses, and can easily be retrofitted on existing towers to  
upgrade energy throughput.  ACCC cables allow transmission owners,  
utility companies, and power producers to easily replace  
transmission lines without modification to the towers using  
standard installation techniques and equipment, thereby avoiding  
the deployment of new towers and establishment of new rights-of-  
way that are costly, time consuming, controversial and may impact  
the environment.  The Company filed for chapter 11 protection on  
May 5, 2005 (Bankr. C.D. Calif. Case No. 05-13107).  Leonard M.  
Shulman, Esq., at Shulman Hodges & Bastian LLP, represents the  
Debtor in its restructuring efforts.  As of March 31, 2005, the  
Debtors reported $13,440,720 in total assets and $13,645,199 in  
total liabilities.


CSFB MORTGAGE: S&P Lifts Ratings on Seven Certificate Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 10
classes of Credit Suisse First Boston Mortgage Securities Corp.'s
commercial mortgage pass-through certificates from series 2002-
FL2.  Concurrently, the ratings on five classes from the same
transaction are affirmed.

The raised and affirmed ratings primarily reflect significant loan
payoffs that have increased credit enhancement levels.  The
ratings on the subordinate certificates are constrained by the
financial performance deterioration at several of the properties,
including the retail property in Memphis, Tenn. and four
multifamily properties in Texas.

As of June 20, 2005, the pool consisted of nine floating-rate,
interest-only loans with an outstanding balance of $123.7 million,
down from 27 loans with an outstanding balance of $434.6 million
at issuance.  All of these loans are indexed to one-month LIBOR
and are open to prepay without any penalty.  All of these loans
mature by December 2005 and only one loan, with a $6.9 million
balance, has an extension remaining.

As part of its surveillance review, Standard & Poor's reviewed
recent property inspections provided by the master servicer,
Wachovia Bank N.A.  All of the properties were deemed to be in
"good" or "excellent" condition except for a multifamily property
in Houston, Texas, which was deemed "fair."

The largest loan in the pool is secured by portfolio of 24
healthcare properties and has an outstanding principal balance of
$45.0 million.  The portfolio generated 2004 debt service coverage
(DSC) of 2.02x, up from 1.62x at issuance.  Additionally, the
master servicer has stated to Standard & Poor's that the borrower
has secured refinancing proceeds and that the loan will pay off in
the near future.

The second- and third-largest loans are with the special servicer,
J.E. Roberts & Co.  The second largest is secured by a 125-unit
luxury resort situated on 82 acres on the oceanfront in Kailua-
Kona, Hawaii.  The loan was transferred to the special servicer
because the previous borrower sold the property without lender
consent.  The special servicer has consented to the sale and the
assumption of debt, but has required the new borrower to pay down
the outstanding principal balance by $5.2 million.  As a result,
the property now has an unpaid principal balance of $18.3 million,
down from $23.5 million at issuance and will return to the master
servicer in the near future.  Given the recent purchase price and
recent appraisal values, Standard & Poor's anticipates that this
loan will be repaid in full by its maturity date in October 2005.

The third-largest loan has an outstanding principal balance of
$17.6 million and recently transferred to the special servicer
after it did not pay off by its June 2005 maturity date.  This
property is secured by a 403-unit multifamily complex in
Nashville, Tennessee that was completely vacant at issuance, as
the "loan was originated in contemplation of a plan to perform a
full gut renovation of the interior of the multifamily complex."  
The renovation is not yet completed; however, the sponsors have
provided a personal completion guarantee for the renovation of the
property and have provided a personal guarantee for payment of the
full amount of the mortgage loan.  Standard & Poor's anticipates
the loss upon the ultimate resolution of this loan, if any, to be
limited.

The fourth-largest loan in the pool presents more acute credit
issues.  This $10.9 million loan is secured by 223,000 square feet
of in-line retail and movie theater space in a shopping mall in
Memphis, Tenn.  Although the property generated DSC of 1.58x in
2004, this figure is down from 3.03x at issuance.  The decline can
be attributed to the fact that three of the four anchor spaces at
the property are empty.  Additionally, the lease for the remaining
anchor expires in 2006.  Because the anchor spaces are not part of
the collateral and are not controlled by the borrower, the
borrower has little influence on anchor lease-up efforts.
Furthermore, the empty anchor spaces have had an adverse impact on
the collateral's occupancy, which now stands at 62.5%, down from
75.0% as of year-end 2003.

The four smallest loans also present severe credit issues.  All of
these loans are secured by multifamily properties located in Texas
and all of these properties have been subject to Net cash flow
declines of more than 30.0% since issuance.  Included among these
loans is a 308-unit property located in Pasadena, Texas with an
outstanding principal balance of $6.2 million.  This loan was
transferred to the special servicer after it did not pay off by
its August 2004 maturity date.  The borrower paid down the debt by
$0.8 million and negotiated a forbearance agreement, which calls
for, among other elements, an August 2005 maturity.

Standard & Poor's resized each loan in the pool and the resultant
loan sizings appropriately support the raised and affirmed
ratings.
    
                          Ratings Raised
    
         Credit Suisse First Boston Mortgage Securities Corp.
        Commercial mortgage pass-through certs series 2002-FL2

                             Rating
                             ------
                  Class    To     From    Credit Support
                  -----    --     ----    --------------
                  B        AAA    AA              50.0%
                  C        AAA    A               42.4%
                  D        AAA    BBB-            34.7%
                  E        AAA    BB+             31.1%
                  F        AA     BB-             24.3%
                  G        A+     B+              22.4%
                  H        BBB+   B               20.5%
                  J        BB     B-              16.5%
                  K        BB-    CCC+            15.1%
                  L        B      CCC             13.7%
    
                          Ratings Affirmed
    
         Credit Suisse First Boston Mortgage Securities Corp.
        Commercial mortgage pass-through certs series 2002-FL2

                    Class    Rating   Credit Support
                    -----    ------   --------------
                    A-2      AAA              59.0%
                    A-X      AAA                -
                    A-Y-1    AAA                -
                    A-Y-2    AAA                -
                    A-Y-3    AAA                -


DETROIT MEDICAL: Fitch Lifts Rating on $563M Bonds One Notch to B+  
------------------------------------------------------------------
Fitch upgraded the rating on Detroit Medical Center's
approximately $563 million of outstanding bonds to 'B+' from 'B'.  
In addition, the Rating Outlook has been revised to Positive from
Negative.

The rating upgrade and Positive Rating Outlook reflect DMC's
improved operating performance in fiscal 2004, which was driven by
numerous operational initiatives.  Moreover, DMC posted an
operating gain through the five months ended May 31, 2005 (interim
period) without the benefit of a public subsidy, which totaled $50
million over 10 months and expired in August 2004.

In fiscal 2004, DMC posted a negative 1.2% operating margin ($21.2
million loss excluding $23.1 million public subsidy), an
improvement from negative 8.3% in 2003, and continued to improve
through the interim period with a 0.7% margin ($7.1 million gain).  
Maximum annual debt service coverage by EBITDA was 2.5 times (x)
in 2004 and 2.6x through the interim period.

Under the leadership of a new Chief Executive Officer, DMC has
benefited from improved physician relations and customer service,
which have led to positive utilization trends.  From 2003-2004,
acute admissions increased 2.8% to 86,448 from 84,069, and
continued to increase through the interim period.  Major expense
reduction items include a decrease of 515 full-time equivalents
and agency labor while limiting system wide service line
duplication.  DMC has 13.9% market share in a competitive
environment that includes St. John Health System (part of
Ascension Health; revenue bonds rated 'AA' by Fitch) and Mercy
Health System (part of Trinity Health; revenue bonds rated 'AA-'
by Fitch) with market shares of 16.2% and 14.7%, respectively.

Primary credit concerns include DMC's future capital needs, thin
liquidity position, exposure to Medicaid reimbursement, and
continued losses at certain facilities.  In five of the last seven
years, capital spending has been lower than depreciation expense,
which is reflected in DMC's very high average age of plant at 18.6
years including adjustments for impairment charges.  

At May 31, 2005, DMC's $148.7 million of unrestricted cash
represented only 35.1 days of operating expenses and 26.4% of
long-term debt.  In fiscal 2004, 27.3% of DMC's gross revenues was
derived from Medicaid.  Reimbursement from Medicaid was reduced in
2005 and is expected to be reduced further in 2006.

Given the metropolitan Detroit area's economic reliance on the
auto industry, Fitch views recent restructurings at certain auto
companies as a credit concern that may pressure reimbursement to
DMC.  Three of DMC's nine hospitals - Hutzel Women's Hospital, The
Orthopedic Specialty Hospital, and Sinai-Grace Hospital - lost an
aggregate $7.8 million through the interim period, which was
offset by Children's Hospital of Michigan's (CHM) $13.6 million
gain.  Fitch views this level of profit concentration at one
facility as a credit concern, and expects DMC's reliance on CHM
for overall profitability to decrease with improved performance at
its other facilities.

The Positive Rating Outlook reflects Fitch's belief that DMC will
sustain its return to operating profitability without significant
public funding.  DMC is forecasting break-even operating
performance in 2005, which is considered attainable by Fitch.  
Nonetheless, DMC's challenges remain formidable. Sustainable
operating improvements will be hindered by a challenging payor
mix.  In addition, historical recurring losses have precluded the
necessary reinvestment in plant facilities while at the same time
substantially weakening DMC's liquidity position.  Future capital
spending, a portion of which may be funded with additional debt in
2006, is expected to undermine DMC's liquidity position over the
medium term.

Detroit Medical Center operates nine hospitals, seven of which
serve the metropolitan Detroit area.  DMC is the largest health
care provider in the Detroit market, with 11,603 full-time
equivalent employees and $1.7 billion in annual operating revenues
in 2004.  DMC does not covenant to provide quarterly disclosure to
bondholders, as was standard during DMC's last bond offering in
1998.  However, DMC's disclosure to Fitch and bondholders is
excellent.  Fitch receives monthly consolidated and consolidating
financial statements, which include a balance sheet, income
statement, statement of cash flows, utilization statistics, and
management discussion and analysis.

Outstanding debt:

    -- $108,650,000 Michigan State Hospital Finance Authority
       revenue and refunding bonds (Detroit Medical Center    
       Obligated Group), series 1998A;

    -- $166,370,000 Michigan State Hospital Finance Authority
       revenue and refunding bonds (Detroit Medical Center
       Obligated Group), series 1997A*;

    -- $38,735,000 Michigan State Hospital Finance Authority
        revenue and refunding bonds (Sinai Hospital of Greater
        Detroit), series 1995;

    -- $120,950,000 Michigan State Hospital Finance Authority     
       revenue and refunding bonds (Detroit Medical Center
       Obligated Group), series 1993B*;

    -- $108,820,000 Michigan State Hospital Finance Authority
       revenue and refunding bonds (Detroit Medical Center
       Obligated Group), series 1993A;

    -- $2,575,000 Michigan State Hospital Finance Authority
       revenue and refunding bonds (Detroit Medical Center
       Obligated Group), series 1988A and 1988B.

* This is an underlying rating. The bonds are insured by Ambac
Assurance Corporation whose insurer financial strength is rated
'AAA' by Fitch.


DMX MUSIC: Wants to Hire Ernst & Young as Tax Advisor
-----------------------------------------------------
DMX MUSIC, Inc., and its debtor-affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to retain Ernst & Young LLP, as their tax advisor, nunc
pro tunc to May 16, 2005.

Ernst & Young is a global leader in professional accounting
services, employing over 80,000 people in more than 130 countries.  
In addition to providing traditional audit and accounting
services, E&Y provides integrated transactional services that
include planning and structuring corporate mergers, acquisitions,
reorganizations, liquidations, and other transactional matters.

E&Y will:

   (a) assist and advise the Debtors' management in their
       bankruptcy restructuring objectives and post-bankruptcy
       operations.  

       That advice may include transactions like:

       1. merger;

       2. consolidation;

       3. sale;

       4. recapitalization or restructuring; or

       5. placement of financing or issuance of securities or
          debt instruments.

       These transactions may occur under a plan of reorganization
       of the Debtors.

   (b) summarize its analysis and conclusion with respect to each
       alternative structure, and

   (c) will perform tax advisory services as requested by the
       Debtors.

Gregory J. Soukup, a partner at Ernst & Young, discloses that the
standard hourly rates of professionals who will work in this
engagement are:

      Designation                        Hourly Rate
      -----------                        -----------
      Partners & Principals              $660 - $853
      Senior Managers                    $605 - $660
      Managers                           $500 - $550
      Seniors                            $325 - $358
      Staff                              $225 - $275

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

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


ENRON CORP: Court Approves Cargill Settlement Agreement
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a settlement agreement between Cargill Incorporated and
certain of its subsidiaries, including Cargill Energy Trading
Canada, Inc., Cargill Power Markets, LLC, Cargill International
S.A., Cargill Fertilizer, Inc., and Cargill Fertilizer, LLC, and
Reorganized Enron Corporation and its debtor-affiliates.

As reported in the Troubled Company Reporter on June 21, 2005, the
Cargill entities assert more than $20 million on account of claims
against the Reorganized Debtors.  

Frederick W. H. Carter, Esq., at Venable LLP, in Baltimore,
Maryland, relates that prior to the Petition Date, certain
Cargill Entities entered into agreements with Enron Corp., Enron
North America Corp., Enron Power Marketing, Inc., Enron Capital &
Trade Resources International Corp., Garden State Paper Company,
LLC, and Enron Reserve Acquisition Corp.  The agreements were
for:

    -- the sale of commodities, and

    -- the exchange of cash payments based on the movement of the
       prices of commodities or of indices relating to these
       commodities.

In order to resolve their differences with regards to an adversary
proceeding and the Cargill claims, the parties agreed that:

    1. The Trading Claims will be reduced and allowed as
       prepetition, general unsecured claims to be paid in
       accordance with the Plan:

               Claim No.            Allowed Amount
               ---------            --------------
                  19297                 $7,907,050
                  19300                  1,064,883
                  19302                     48,527
                  19294                    360,498
                   5613                      9,202
                  19298                     63,240
                  19296                    451,248

    2. Claim Nos. 19301 and 19580 will be allowed in full as
       Class 185 claims to be paid in accordance with the Plan.

    3. Pursuant to Section 28.2 of the Plan, the remaining
       Guaranty Claims will be reduced by 70% and allowed as Class
       185 claims at their reduced amounts:

               Claim No.            Allowed Amount
               ---------            --------------
                  19299                   $319,450
                  19295                  2,526,462

    4. The Guaranty Avoidance Action will be dismissed, with
       prejudice and without costs to any party.

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations.  Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.

Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033).  Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed.  The Confirmed Plan took effect on
Nov. 17, 2004. Martin J. Bienenstock, Esq., and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in
their restructuring efforts.  (Enron Bankruptcy News, Issue No.
149; Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENRON CORP: Inks Pact Allowing Wilton Trust Claims for $147.2 Mil.
------------------------------------------------------------------
Wilton Trust filed Claim No. 18035 against Enron North America
Corp. and Claim No. 18714 against Enron Corp, each for
unliquidated amounts.  As previously reported, the Reorganized
Debtors asked the U.S. Bankruptcy Court for the Southern District
of New York to estimate the ENA Claim for $10,810,260 and the
Enron Claim for $115,897,161.  Wilton Trust, however, disagrees
with the computations and the Debtors' legal bases regarding the
allowability of the Enron Claim.

In resolution of their differences, the Reorganized Debtors and
Wilton Trust agree that:

    1. The ENA Claim will be allowed for $11,055,000;

    2. The Enron Claim will be allowed for $136,141,901;

    3. The Wilton Claims will be allowed for all purposes pursuant
       to Section 502 of the Bankruptcy Code, and will not be
       subject to subordination, offset or recoupment, reduction,
       or further objection from or avoidance by the Debtors;

    4. Distributions on account of the Wilton Claims will be made
       in accordance with the Plan; and

    5. All Scheduled Liabilities relating to the Wilton Claims
       will be deemed disallowed and expunged.

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations.  Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.

Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033).  Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed.  The Confirmed Plan took effect on
Nov. 17, 2004. Martin J. Bienenstock, Esq., and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in
their restructuring efforts.  (Enron Bankruptcy News, Issue No.
149; Bankruptcy Creditors' Service, Inc., 15/945-7000)


EXIDE TECH: Pacific Dunlop's Plea for Reconsideration Rejected
--------------------------------------------------------------
The Pacific Dunlop entities owned GNB Corporation, a global
automotive and industrial battery business.  The Pacific Dunlop
entities are:

   -- Pacific Dunlop Holdings, (USA) Inc.,
   -- Pacific Dunlop Holdings (Europe) Limited,
   -- P.D. International Pty., Limited,
   -- Pacific Dunlop Holdings (Hong Kong) Limited, and
   -- Pacific Dunlop Holdings (Singapore) PTE. Ltd.

In May and June 2000, Pacific Dunlop entered into separate stock
and asset sale agreements with the Debtors and three non-Debtor
foreign subsidiaries:

   1) Exide Holding Europe, a French company;

   2) Exide Holding Asia Pte. Limited, a Singapore corporation;
      and

   3) Exide Singapore Pte. Limited, formerly known as Bluewall
      Pte. Ltd., a Singapore corporation.

Under the Sale Agreements, specific Pacific Dunlop entities sold
different corporate subsidiaries or assets to specific Exide
Technologies entities.

On May 9, 2000, Pacific Dunlop (USA) and Exide entered into a
Coordinating Agreement, which governed the transactions
contemplated in the Sales Agreements.  The Coordinating Agreement
included, among other things, provisions addressing venue,
submission to jurisdiction and governing law, and
indemnification.

As previously reported, in 2001 the Pacific Dunlop entities filed
a complaint in the Illinois State Court against Exide and the
Non-Debtor Exide entities asserting claims both breach of
contract, unjust enrichment, and conversion of funds relating to
the $16.6 million allegedly being wrongfully retained by Exide
and the Non-Debtor entities.  Pacific Dunlop (USA) filed a second
complaint solely against Exide for breach of contract and seeking
$3.14 million.  Both complaints were consolidated.

The Debtors removed the State Court Action to the United States
Bankruptcy Court for the Northern District of Illinois.  
Thereafter, the Debtors asked the Illinois Bankruptcy Court to
transfer the proceeding to the U.S. District Court for the
District of Delaware.

The Pacific Dunlop entities asked the Illinois Bankruptcy Court
to remand the State Court Action or, in the alternative, abstain
from hearing the case.

The Illinois Bankruptcy Court granted the Debtors' Transfer
Motion.  The Illinois Bankruptcy Court did not rule on the Remand
Motion, but instead left it for the Delaware Bankruptcy Court to
decide.  The Illinois Bankruptcy Court acknowledged the parties'
dispute over the proper interpretation of the Coordinating
Agreement and expressly recognized that an ambiguity in the
Coordinating Agreement may exist.

The Pacific Dunlop entities turned to the Delaware Bankruptcy to
remand the State Court Action or, in the alternative, abstain and
lift the automatic stay so they may liquidate their claim in
state court.  The Debtors opposed the Pacific Dunlop entities'
request.

At the hearing, the Delaware Bankruptcy Court declined to allow
the Pacific Dunlop entities to present any extrinsic evidence
regarding the intent of the parties to the Coordinating
Agreement, the Sales Agreements and the Amendment No. 1 to the
Coordinating Agreement.  The Court also raised a question about
construction of contracts under Illinois Law at the hearing,
which was a matter that had not been addressed in the briefing by
either party.

Consequently, the Delaware Bankruptcy Court denied the Remand
Motion.  The Court ruled that the Pacific Dunlop entities have no
right of recovery against the non-debtor Exide entities.  The
Court also finds that all the claims asserted by the Pacific
Dunlop entities are core proceedings to which the automatic stay
applies.

               Pacific Dunlop Seek Reconsideration

The Pacific Dunlop entities ask the Delaware Bankruptcy Court to
reconsider its order.  The Pacific Dunlop entities do not argue
that there has been an intervening change in controlling law and
have not presented any new evidence in support of their
arguments.  Instead, the Pacific Dunlop entities argue that the
Court misinterpreted Illinois law regarding consideration of
extrinsic evidence to construe the parties' intent with respect
to the indemnification provision of the Coordinating Agreement
and its amendments.

In the alternative, the Pacific Dunlop entities ask the Court to
consider that there was a mutual mistake in the drafting of the
Amendment to the Coordinating Agreement, so that extrinsic
evidence may be considered to determine the true intent of the
parties.

Douglas N. Candeub, Esq., at Morris, James, Hitchens & Williams,
LLP, in Wilmington, Delaware, explains that the Coordinating
Agreement as originally drafted should, in effect, have been read
as:

     " . . . Buyer and/or any International Buyer agrees to
     indemnify and hold Seller and the International Sellers and
     their Affiliates harmless from and against any and all
     Losses and Expenses incurred by Seller or the International
     Sellers and their Affiliates in connection with or arising
     from:

        (i) any breach by Buyer and/or any International Buyer
            of any of its covenants or agreements in the Sale
            Agreements or in [the Coordinating] Agreement . . ."

Mr. Candeub insists Amendment No. 1 did not alter this plain
understanding, but merely reiterated or clarified the provision.  
In drafting the Amendment, there was no intent to limit the
recourse of Pacific Dunlop's foreign affiliates against Exide's
foreign subsidiaries.

                          Debtors Object

The Debtors want the request denied.  The Court already made
careful consideration of each side's extensive briefing on the
issue and allowed oral arguments, after which it made the proper
rulings.  Nothing the Pacific Dunlop entities offer in the Motion
to Reconsider should alter the result, the Debtors insist.  
Except for the new mutual mistake theory, the Pacific Dunlop
entities merely rehash the same flawed arguments and improper
parol evidence.

                          *     *     *

Judge Carey stands by his original decision that, among other
things, the Coordinating Agreement is unambiguous.  Exide is the
sole indemnitor under that Agreement and, consequently, Pacific
Dunlop's foreign entities have no right of recovery against the
non-debtor Exide entities.  Accordingly, Judge Carey denies the
Pacific Dunlop entities' Motion for Reconsideration.

Headquartered in Princeton, New Jersey, Exide Technologies is the  
worldwide leading manufacturer and distributor of lead acid  
batteries and other related electrical energy storage products.  
The Company filed for chapter 11 protection on Apr. 14, 2002  
(Bankr. Del. Case No. 02-11125).  Matthew N. Kleiman, Esq., and  
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors  
in their restructuring efforts.  Exide's confirmed chapter 11 Plan  
took effect on May 5, 2004.  On April 14, 2002, the Debtors listed  
$2,073,238,000 in assets and $2,524,448,000 in debts.  

                          *     *     *  

As reported in the Troubled Company Reporter on May 23, 2005,  
Moody's Investors Service placed the ratings for Exide  
Technologies, Inc. and its foreign subsidiary Exide Global  
Holdings Netherlands CV on review for possible downgrade.  

Management announced that a preliminary evaluation of Exide's  
results for the fourth quarter ended March 2005 strongly indicates  
that the company will be in violation of its consolidated adjusted  
EBITDA and leverage ratios as of fiscal year end.  Moody's  
considers this is a significant event, given that these covenants  
were all very recently reset during February 2005 in connection  
with Exide's partial refinancing of its balance sheet.  

The company has initiated amendment negotiations with its lenders,  
but will not have access to any portion of the $69 million of  
unused availability under its revolving credit facility until the  
amendment process is completed.  Exide had approximately  
$76.7 million of cash on hand as of the March 31, 2005 fiscal year  
end reporting date.  However, this amount had declined to about  
$42 million as of May 17, 2005 due to the company's use of cash to  
fund seasonally high first quarter working capital needs, as well  
as approximately $8 million in pension contributions and a  
required $12 million payment related to a hedge Exide has in  
effect.  

These ratings were placed on review for possible downgrade:  

   -- Caa1 rating for Exide Technologies' $290 million of proposed  
      unguaranteed senior unsecured notes due March 2013;  

   -- B1 ratings for approximately $265 million of remaining  
      guaranteed senior secured credit facilities for Exide  
      Technologies and Exide Global Holdings Netherlands CV,  
      consisting of:  

      * $100 million multi-currency Exide Technologies, Inc.  
        shared US and foreign bank revolving credit facility due  
        May 2009;  

      * $89.5 million remaining term loan due May 2010 at Exide  
        Technologies, Inc.;  

      * $89.5 million remaining term loan due May 2010 at Exide  
        Global Holdings Netherlands CV.;  

      * Euro 67.5 million remaining term loan due May 2010 at  
        Exide Global Holdings Netherlands CV.;  

   -- B2 senior implied rating for Exide Technologies, Inc.;  

   -- Caa1 senior unsecured issuer rating for Exide Technologies,  
      Inc.  

As reported in the Troubled Company Reporter on May 19, 2005,  
Standard & Poor's Ratings Services lowered its corporate credit  
rating on Exide Technologies to 'B-' from 'B+', and placed the  
rating on CreditWatch with negative implications.  The rating  
action follows Exide's announcement that it likely violated bank  
financial covenants for the fiscal year ended March 31, 2005.  

Lawrenceville, New Jersey-based Exide, a manufacturer of  
automotive and industrial batteries, has total debt of about $750  
million.  

The covenant violations would be a result of lower-than-expected  
earnings.  Exide estimates that its adjusted EBITDA for the fiscal  
year ended March 31, 2005, will be only $100 million to $107  
million, which is substantially below the company's forecast and  
40% below the previous year.  The EBITDA shortfall stemmed from  
high lead costs, low overhead absorption due to an inventory  
reduction initiative, other inventory valuation adjustments, and  
costs associated with accounting compliance under the Sarbanes-  
Oxley Act.  Exide is working with its bank lenders to secure  
amendments to its covenants.  

"The company continues to be challenged by the dramatic rise in  
the cost of lead, a key component in battery production that  
now makes up about one-third of Exide's cost of sales," said  
Standard & Poor's credit analyst Martin King.


FEDDERS NORTH: Moody's Junks $155 Million Senior Unsecured Notes
----------------------------------------------------------------
Moody's Investors Service has lowered the ratings for Fedders
North America, Inc. and its outstanding debt obligations.  The
outlook has been changed to negative.

Ratings lowered:

   * Corporate family rating to Caa1 from B2, and

   * $155 million of 9.875% senior unsecured notes, due 2014, to
     Caa3 from Caa1

The downgrade reflects:

   * the company's sharply deteriorating performance,

   * constrained financial flexibility, and

   * the occurrence of an event of default under the indenture of
     its senior notes.

The negative outlook reflects continued weak prospect for the
company's HVAC business and as a result possible restructuring of
its debt obligations.

On June 30 2005, Fedders reported that an event of default had
occurred under the indenture that governs its 9.875% senior notes
due to the company's failure to file its 2004 10-K report as well
as the first quarter 2005 10-Q report within the time period
required by the indenture.  Upon the occurrence of an event of
default, the trustee or holders of at least 25% of the aggregate
principal amount of the senior notes outstanding can declare all
senior notes to be due and payable immediately.  Such acceleration
would require an additional notice to the company.  According to
Fedders, it is in contact with the trustee on a periodic basis
regarding the status of the filing of its 10-K.

Fedders' operating performance deteriorated sharply in 2004 as a
result of a combination of unfavorable weather conditions, higher
component and raw material costs, as well as on-going intense
price competition.  The cool weather conditions in North America
in the summer of 2004, in particular, had a highly adverse impact
on the sale of its room air conditioners that resulted in not only
much reduced in-season sales but also significant customer
returns.  Higher component and raw material costs, together with
intense price competition as well as on-going pressure from its
big-box retail customers, further eroded its profit margins.
Although sales grew in international markets as well as in
residential central air conditioning products, they were unable to
offset weakness in the sales of room air conditioners.  As a
result, for the first nine months ended September 30, 2004,
revenues declined 5.7% from the same period a year ago but
operating income collapsed to $3.96 million from $38 million a
year ago.

For the first quarter of 2005, the company anticipates sales to
decrease by approximately 38% from $123.2 million in the first
quarter of 2004 as a result of higher inventory level of room air
conditioners in the distribution channels.  Although a period of
heat wave in June 2005 may have helped sales of room ACs, the
weather of the remaining summer season remains unpredictable.  
Even if the summer weather turns out to be more favorable this
year, Moody's believes that Fedders continues to face intense
competition and on-going pressure from its big-box retail
customers (Walmart and Home Depot) on pricing and other
concessions, which would present formidable challenges to the
company's efforts to return to sound financial conditions.

The Caa3 rating on the senior notes reflects expectations of
significant principal losses in a potential debt restructuring
situation.

Fedders North America, Inc., headquartered in Liberty Corner, New
Jersey, is a manufacturer and marketer of air treatment products,
including:

   * air conditioners,
   * air cleaners,
   * gas furnaces,
   * dehumidifiers and humidifiers, and
   * thermal technology products.


FINOVA GROUP: Reducing Senior Management to Align Asset Portfolio
-----------------------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission
dated July 1, 2005, The FINOVA Group, Inc., discloses that it has
completed another step in its liquidation process by reducing a
substantial portion of its senior management to more closely align
its operating costs with the size of its remaining asset
portfolio.

These reductions included the departures on June 30, 2005, of two
executive officers, Glenn E. Gray, the company's Chief Operating
Officer, and Richard Lieberman, Senior Vice President, General
Counsel and Secretary, as well as of five other members of senior
management who terminated on or shortly before that date.

The reductions were proposed due to the significant reduction in
FINOVA's remaining financial asset portfolio, which has been
reduced to approximately $603 million of carrying value before
reserves at March 31, 2005.

According to Philip A. Donnelly, FINOVA's senior vice president,
general counsel & secretary, the remaining organizational
structure is designed to retain appropriate oversight of the
smaller operation in a more efficient manner.

In connection with these changes, FINOVA's Board of Directors
designated three current officers as additional executive
officers:

    (1) Philip A. Donnelly, who became Senior Vice President,
        General Counsel and Secretary, effective July 1, 2005;

    (2) Jeffrey D. Weiss, who has been the Senior Vice President
        - Group Manager; and

    (3) James M. Wifler, who became Senior Vice President -
        Transportation Group Manager, effective July 1, 2005.

Leucadia National Corporation continues to manage FINOVA pursuant
to a Management Services Agreement.

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and mid-sized businesses;
other services include factoring, accounts receivable management,
and equipment leasing.  The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets.  FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing. Loan write-offs had put the firm on
shaky ground.  The Company and its debtor-affiliates and
subsidiaries filed for Chapter 11 protection on March 7, 2001
(U.S. Bankr. Del. 01-00697).  Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, P.A., represents the Debtors.  FINOVA
has since emerged from Chapter 11 bankruptcy.  Financial giants
Berkshire Hathaway and Leucadia National Corporation (together
doing business as Berkadia) own FINOVA through the almost
$6 billion lent to the commercial finance company.  (Finova
Bankruptcy News, Issue No. 59; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

At March 31, 2005, FINOVA Group's consolidated balance sheet
showed $519 million in stockholders' deficit.


FOOTSTAR INC: Cuts a New Deal with Sears to Stay in Business
------------------------------------------------------------
Footstar, Inc., entered into a settlement agreement with Kmart
Corporation to resolve ongoing litigation regarding the Master
Agreement under which Footstar's Shoemart division operates the
footwear departments in Kmart stores.  The agreement is subject to
Bankruptcy Court approval and a hearing on this matter is
scheduled for August 18, 2005.  The settlement will enable
Footstar to move forward in preparing for emergence from the
Chapter 11 process.

The new agreement will restructure the terms under which Kmart is
compensated for sales in the Shoemart departments, which will be
based on a percentage of sales rather than a percentage of sales
and profits.  

Tom Becker at Bloomberg News explains the economic details
underpinning the new agreement:

    -- Footstar will make a one-time $45 million "cure" payment to
       Kmart to resolve existing claims for unpaid dividends,
       return of capital and damages;

    -- Going forward, Footstar will pay Sears:

       -- 14.7% of gross sales; plus

       -- $23,500 per Kmart location from which it sells shoes;
          and

    -- Sears will no longer receive 49% of Footstar's profits.

Footstar will retain the right to operate in Kmart stores through
Dec. 31, 2008, at which time Kmart will purchase substantially all
of the remaining store inventory from Footstar at an amount equal
to the book value of the inventory.  Footstar's proprietary brand
names will remain the property of Footstar.  In addition, Kmart
has agreed not to dispose of (by way of conversion, closure or
otherwise) in excess of an agreed upon number of existing Kmart
stores, unless Footstar is provided with compensation as provided
in the settlement.  Prior to the settlement, the term of the
Master Agreement was due to expire in 2012.

The settlement is subject to the approval of the Bankruptcy Court
presiding over Footstar's bankruptcy.  A hearing on the matter is
scheduled for August 18, 2005.

"The settlement preserves our business base for the next three and
a half years," Dale W. Hilpert, Chairman and Chief Executive
Officer of Footstar, said.  "With this agreement, we are able to
put the uncertainty of the litigation behind us as we focus our
full attention on concluding the Chapter 11 process."

Footstar anticipates filing a revised Plan of Reorganization in
its Chapter 11 case once the settlement has been approved by the
U.S. Bankruptcy Court for the Southern District of New York.  
Absent any unanticipated additional claims, Footstar expects that
the revised Plan of Reorganization will continue to provide
creditors with payment in full on their claims and equity holders
will retain their interests in the reorganized company.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.kmart.com/-- a wholly owned  
subsidiary of Sears Holdings Corporation, is a mass merchandising
company that offers customers quality products through a portfolio
of exclusive brands that include Thalia Sodi, Jaclyn Smith, Joe
Boxer, Martha Stewart Everyday and Route 66.  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.

Sears Holdings Corporation -- http://www.searshc.com/-- is the  
nation's third largest broadline retailer, with approximately
$55 billion in annual revenues, and with approximately 3,800
full-line and specialty retail stores in the United States and
Canada.  Sears Holdings is the leading home appliance retailer as
well as a leader in tools, lawn and garden, home electronics and
automotive repair and maintenance.  Key proprietary brands include
Kenmore, Craftsman and DieHard, and a broad apparel offering,
including such well-known labels as Lands' End, Jaclyn Smith and
Joe Boxer, as well as the Apostrophe and Covington brands.  It
also has Martha Stewart Everyday products, which are offered
exclusively in the U.S. by Kmart and in Canada by Sears Canada.
(Kmart Bankruptcy News, Issue No. 96; Bankruptcy Creditors'
Service, Inc., 215/945-7000)

Headquartered in West Nyack, New York, Footstar Inc., retails
family and athletic footwear.  As of August 28, 2004, the Company
operated 2,373 Meldisco licensed footwear departments nationwide
in Kmart, Rite Aid and Federated Department Stores.  The Company
also distributes its own Thom McAn brand of quality leather
footwear through Kmart, Wal-Mart and Shoe Zone stores.  The
Company and its debtor-affiliates filed for chapter 11 protection
on March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-22350).  Paul M.
Basta, Esq., at Weil Gotshal & Manges represents the Debtors in
their restructuring efforts.  When the Debtor filed for chapter 11
protection, it listed $762,500,000 in total assets and
$302,200,000 in total debts.


FRONTIER INSURANCE: Taps Baker & Hostetler as Bankruptcy Counsel
----------------------------------------------------------------          
Frontier Insurance Group, Inc., asks the U.S. Bankruptcy Court for
the Southern District of New York for permission to employ Baker &
Hostetler, LLP, as its general bankruptcy counsel.

Baker & Hostetler is expected to:

   1) provide legal services to the Debtor with respect to its
      powers and duties as a debtor-in-possession in the continued
      management and operation of its property and business;

   2) prepare on behalf of the Debtor all necessary applications,
      motions, complaints, answers, responses, orders, reports,
      and other legal papers required in its chapter 11 case;

   3) represent the Debtor in any matters involving contests with
      secured or unsecured creditors or other parties-in-interest;

   4) assist the Debtor in providing legal services required to
      prepare, negotiate and implement a plan of reorganization
      and obtain confirmation for that plan;

   5) attend meetings and negotiate with representatives of the
      Official Committee of Unsecured Creditors and other
      creditors, and appear before the Bankruptcy Court, any
      appellate courts, and the U.S. Trustee and protect the
      interests of the estate before those Courts and the U.S.
      Trustee; and

   6) perform all other legal services for the Debtor which are
      necessary in its chapter 11 case.

Edward L. Ripley, Esq., a Partner at Baker & Hostetler, is one of
the lead attorneys for the Debtor.  Mr. Ripley discloses that his
Firm received a $50,000 retainer.

Mr. Ripley reports Baker & Hostetler's professionals bill:

      Designation          Hourly Rate
      -----------          -----------
      Partners             $230 - $675
      Associates           $150 - $385
      Paralegals            $80 - $205

Baker & Hostetler assures the Court that it does not represent any
interest materially adverse to the Debtor or its estate.

Headquartered in Rock Hill, New York, Frontier Insurance Group,
Inc., is an insurance holding company, which through its
subsidiaries, is a national underwriter and creator of specialty
insurance products serving the needs of insureds in niche markets.  
The Company filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-36877).  When the Debtor filed for
protection from its creditors, it listed total assets of
$13,670,000 and total debts of $250,210,000.


GENERAL MOTORS: Moody's Reviewing Ratings for Possible Downgrade
----------------------------------------------------------------
Moody's Investors Service is reviewing for possible downgrade the
Baa3 long-term and Prime-3 short-term ratings of General Motors
Corporation, and the Baa2 long-term and Prime-2 short-term ratings
of General Motors Acceptance Corporation.  

Moody's said that the review is prompted by its concern that
escalating incentives, shifting consumer preference to more fuel
efficient vehicles, and long-term pressure on GM's US market share
will make it increasingly difficult for the company to deliver
credit metrics that are consistent with the Baa3 rating by year
end 2007.  These metrics include:

   * EBITA margins that approximate 4%;

   * fixed charge coverage in the 3.5 to 4.0 times range; and,

   * free cash flow to total lease and pension adjusted debt of
     more than 15%.

The factors which may limit GM's ability to achieve this level of
performance, and which will be the focus of Moody's review, are:

   1) escalating competitive and cost pressures could cause GM's
      rate of automotive cash burn for 2005 to materially exceed
      the $2 billion level upon which the Baa3 rating was
      predicated, even if the company were to achieve relatively
      sizable reductions in health care costs;

   2) despite the recent share gains driven by the "You Pay What
      We Pay" promotional program (which has lifted GM's share
      above the key 26% threshold cited by Moody's), the rating
      agency believes that these gains will be difficult to
      maintain as competitors respond to the GM program and that
      the company's long-term share position may continue to
      erode;

   3) continued market share erosion raises the possibility of the
      need for material restructuring charges to reduce capacity
      in GM's North American operations;

   4) during early 2006, GM will introduce its critical T900
      truck/SUV models into a market which has seen consumer
      preference shift toward smaller, more fuel efficient
      vehicles; and

   5) the strategic alternatives that might be pursued to ensure
      the liquidity and funding competitiveness of GMAC could
      reduce GM's access to dividends from its finance operations.

GM's ability to address these challenges and to adequately
strengthen its earnings and cash generation by year end 2007 will
be the key focus of the review.  Notwithstanding these challenges,
Moody's recognizes that GM has made important progress in
strengthening various aspects of its operating and financial
model.  These areas include:

   * maintaining ample liquidity with $20 billion in cash and
     short-term VEBA balances at March 2005;

   * achieving the strong turnaround of the Cadillac franchise;

   * preserving the solid earnings and dividend paying potential
     of GMAC;

   * implementing an increasingly competitive variable cost
     structure within its North America manufacturing and assembly
     operations;

   * improving the initial quality and consumer acceptance of many
     of its vehicles; and

   * strengthening its new product introduction schedule.

Moody's is also reviewing GMAC's ratings for possible downgrade,
reflecting concerns at the GM level.  Significant business and
financial ties between GM and GMAC link GMAC's ratings to those of
its parent.  GMAC possesses stand-alone credit characteristics
that are stronger than its current rating would imply, due to its:

   * disciplined underwriting and risk management practices;
   * sound liquidity management; and
   * resilient earnings.

GMAC's consolidated performance has benefited from greater
business diversification than auto captive peers, given its
sizable investment in its mortgage operations.  Moody's expects
diversified earnings to drive profitability in the intermediate
term.  Results in GMAC's core auto finance operations are under
pressure due to portfolio shrinkage and higher borrowing costs,
but strong cash flow should mitigate near term liquidity pressure
associated with limited access to the unsecured debt markets.  
Moody's believes that GMAC's sources of liquidity could support a
viable operating model in a downside scenario, as many of its
assets can be securitized, though the scale and scope of the
company's operations would likely become more limited.

Moody's anticipates that it will maintain the one notch
differential between the GMAC and GM long-term ratings.  The
differential is most influenced by our belief that, in a stress
scenario, loss severity for GMAC's creditors would be meaningfully
lower than for GM's creditors.  In Moody's view, the greatest
opportunity for increasing the notching distinction involves
widening the difference in probability of default between the two
firms.  This could be addressed through changes in ownership and
governance structures.

                         *     *     *

As reported in the Troubled Company Reporter on May 25, 2005,
Fitch Ratings downgraded the senior unsecured ratings of
General Motors, GMAC and the majority of affiliated entities to
'BB+' from 'BBB-'.  Fitch's Rating Outlook for GM remains
Negative.

Standard & Poor's Ratings Services lowered its long- and short-
term corporate credit ratings on General Motors Corp.,
General Motors Acceptance Corp., and all related entities
to 'BB/B-1' from 'BBB-/A-3', in early May 2005.  S&P said its
rating outlook is negative too.

GM's consolidated debt outstanding totaled $291.8 billion at
March 31, 2005.

                          *   *   *

General Motors Corporation, headquartered in Detroit, Michigan, is
the world's largest producer of cars and light trucks. GMAC, a
wholly-owned subsidiary of GM, provides retail and wholesale
financing in support of GM's automotive operations and is one of
the worlds largest non-bank financial institutions.

As reported in the Troubled Company Reporter on April 11, 2005,
General Motors Corp. delivered it's 2004 annual report on Form
10-K to the Securities and Exchange Commission on March 16, 2005.
While financial results show some improvements from 2003, the
company's performance has steadily declined over the past five
years:

        Total Assets               Total Liabilities
        ------------               -----------------
   1998   $246.6 +            1998   $230.8 +
   1999   $274.7 ++           1999   $253.2 +
   2000   $303.1 +++          2000   $272.0 ++
   2001   $323.9 ++++         2001   $303.5 +++
   2002   $370.1 +++++        2002   $363.0 +++++
   2003   $449.9 ++++++++     2003   $424.4 +++++++
   2004   $482.0 +++++++++    2004   $453.9 ++++++++

        Shareholder Equity         Current Assets
        ------------------         --------------
   1998    $15.8 ++           1998   $119.7 .
   1999    $21.5 ++++         1999   $132.3 +
   2000    $31.1 ++++++++     2000   $144.3 +
   2001    $20.4 ++++         2001   $157.6 ++
   2002     $7.1 .            2002   $230.2 +++++
   2003    $25.5 ++++++       2003   $274.7 ++++++
   2004    $28.1 +++++++      2004   $306.4 ++++++++

        Current Liabilities        Working Capital
        -------------------        ---------------
   1998    $50.2 .            1998    $69.5 ++++
   1999    $57.3 .            1999    $75.0 +++++
   2000   $139.8 ++++++       2000     $4.5 .
   2001   $121.1 +++++        2001    $36.5 ++
   2002   $134.1 ++++++       2002    $96.1 ++++++
   2003   $152.9 +++++++      2003   $121.8 ++++++++
   2004   $170.5 ++++++++     2004   $135.9 +++++++++

        Leverage Ratio             Liquidity Ratio
        --------------             ---------------
   1998     14.6 +            1998      2.4 +++++++++
   1999     11.8 .            1999      2.3 +++++++++
   2000      8.7 .            2000      1.0 ++++
   2001     14.9 +            2001      1.3 +++++
   2002     51.1 ++++++++     2002      1.7 ++++++
   2003     16.6 +            2003      1.8 +++++++
   2004     16.2 +            2004      1.8 +++++++

        Net Sales                  Interest Expense
        ---------                  ----------------
   1998   $147.8 ++++         1998     $6.6 +++++++
   1999   $167.3 ++++++       1999     $7.7 ++++++++
   2000   $184.6 ++++++++     2000     $0.8 .
   2001   $177.2 +++++++      2001     $0.7 .
   2002   $177.3 +++++++      2002     $0.4 .
   2003   $185.8 ++++++++     2003     $1.7 +
   2004   $193.5 +++++++++    2004     $2.4 ++

        EBITDA                     Net Income
        ------                     ----------
   1998    $17.4 +++++        1998     $2.9 ++++
   1999    $21.7 +++++++      1999     $6.0 +++++++++
   2000    $21.3 +++++++      2000     $4.4 +++++++
   2001    $15.1 +++++        2001     $0.6 .
   2002    $14.6 ++++         2002     $1.7 ++
   2003    $18.7 ++++++       2003     $3.8 ++++++
   2004    $17.8 +++++        2004     $2.8 ++++

        EBITDA Margin              Profit Margin
        -------------              -------------
   1998     11.8%+++++        1998      2.0%++++
   1999     13.0%++++++       1999      3.6%++++++++
   2000     11.5%+++++        2000      2.4%+++++
   2001      8.5%++++         2001      0.3%.
   2002      8.2%++++         2002      1.0%++
   2003     10.1%+++++        2003      2.0%+++++
   2004      9.2%++++         2004      1.4%+++

A free copy of GM's latest annual report is available at
http://ResearchArchives.com/t/s?5e

General Motors -- the world's largest car maker -- manufactures
and sells 28% of all cars and trucks in the United States.  Ford's
market share is about 21%; DaimlerChrysler captures 14%; Toyota's
market share is about 11%; and Honda accounts for another 8%.
U.S. automakers' share of the U.S. market has declined steadily
for the past five years while Toyota, Honda, and other companies
based in Europe, Korea and Japan have steadily increased.

GM employs approximately 324,000 workers.  GM's $193 billion in
annual sales account for nearly 1-3/4% of the United States' gross
domestic product.  If GM were a sovereign nation, it would
rank as the 26th-largest country according to 2003 data from the
World Bank -- larger than Greece, Finland or South Africa, and
smaller than Denmark, Poland or Indonesia.

GM faces asbestos-related liability.  GM says most of the cases
involve brake products that incorporated small amounts of
encapsulated asbestos.  These products, generally brake linings,
are known as asbestos-containing friction products.  GM says the
scientific data shows these asbestos-containing friction products
are not unsafe and do not create an increased risk of asbestos-
related disease.

Notwithstanding GM's arguments about science, the Company's seen
an increase in the number of asbestos-related personal injury
claims.  "A growing number of auto mechanics are filing suit
seeking recovery based on their alleged exposure to the small
amount of asbestos used in brake components," the Company says.

GM's annual expenditures associated with the resolution of these
claims decreased last year after increasing in nonmaterial amounts
in recent years, but the amount expended in any year is highly
dependent on the number of claims filed, the amount of pretrial
proceedings conducted, and the number of trials and settlements
which occur during the period.


GOLDSTAR EMERGENCY: Wants to Walk Away from Four Unexpired Leases
-----------------------------------------------------------------
Goldstar Emergency Medical Services, Inc., asks permission from
the U.S. Bankruptcy Court for the Southern District of Texas to
reject various unexpired leases effective May 31, 2005.

These leases include:

Station        Address                  Lessor Name
-------        -------                  -----------
Millers        North Highway 96         Diane Miller
               Jasper, TX 75851

Rayburn        Highway 255 West         Keith Woodward
               Sam Rayburn, TX 75951

Center         1316 Louisiana           Mike Middleton
               Center, Texas

Woodville      321 South Magnolia       Otis Fortenberry
               Woodville, TX 75979

The Debtor evaluated and concluded that the contracts are
burdensome to its estate and should be rejected.  These leases no
longer provide value to the Debtor and will cause the Debtor to
incur unnecessary post petition expenses.

Headquartered in Houston, Texas, Goldstar Emergency Medical
Services, Inc., aka Goldstar EMS -- http://www.goldstarems.com/--     
is one of the largest providers of emergency medical services in
Texas with over 120,000 ambulance responses annually.  Goldstar
filed for chapter 11 protection on April 25, 2005 (Bankr. S.D.
Tex. Case No. 05-36446).  Goldstar staffs Mobile Intensive Care
capable ambulances, which are supplied and stocked with the most
technologically advanced equipment available such as automatic
vehicle locators, electronic data collection devices, Zoll
Biphasic M series monitors and a host of other premier medical
products.  Edward L Rothberg, Esq., and Melissa Anne Haselden,
Esq., at Weycer Kaplan Pulaski & Zuber represent the Debtor in its
restructuring efforts.  When the Company filed for chapter 11
protection, it estimated between $10 million to $50 million in
total assets and debts.


GOLFVIEW DEV'T: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Golfview Development Center Inc.
        9555 West Golf Road
        Des Plaines, Illinois 60016

Bankruptcy Case No.: 05-27057

Type of Business: The Debtor provides residential care for the
                  mentally retarded; occupational, speech, and
                  physical therapy; a behavior management program;
                  and a support group for families.  The Debtor
                  previously filed for bankruptcy protection on
                  February 5, 2002 (Bankr. N.D. Ill. Case No.
                  02-04549).

Chapter 11 Petition Date:  July 7, 2005

Court: Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtor's Counsel: David J. Fischer, Esq.
                  Wildman Harrold Allen & Dixon
                  225 West Wacker Drive, Suite 3000
                  Chicago, Illinois 60606
                  Tel: (312) 201-2000

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Health Management Systems        Management Fees      $1,499,331
9555 West Golf Road
Des Plaines, IL 60016
Attn: Anthony R. Miner
Tel: (847) 827-6628

Golfview Partnership Venture     Accrued Rent           $616,034
9555 West Golf Road
Des Plaines, IL 60016
Attn: Anthony R. Miner
Tel: (847) 827-6628

Illinois Department of           Penalties for          $495,027
Public Aid                       1999, 2000, 2001,
Bureau of Progressive &          2002, & Audit
Reimbursement Analysis           Recovery
P.O. Box 19491
Springfield, IL 62794
Attn: Mashelle Rose

Glenkirk Association for         Developmental          $418,037
Retarded Citizens                Training
3504 Commercial Boulevard
Northbrook, IL 60062

Bertram L. Miner                 Shareholder Loans      $137,010

American International           Workers' Compensation   $34,502
Companies                        Insurance

Philadelphia Insurance           Package Insurance       $14,013
Companies

Professional Medical, Inc.       Medical Supplies         $4,085

Simplex-Grinnell                 Fire Protection          $3,588
                                 Inspection &
                                 Maintenance

On-Site Dental Service           Patient Dentistry        $3,344

First Insurance Funding          EPLI & Bond              $3,363
Corporation                      Insurance

Midwest Mechanical Services      HVAC Maintenance &       $2,050
                                 Repair

Direct Supply Equipment          Plant Supplies &         $1,664
                                 Equipment

Keyth Technologies, Inc.         Security System          $1,463
                                 Repairs

Comprehensive                    Occupational Therapy,    $1,337
Therapeutics, Ltd.               Speech & Language, &
                                 Therapeutic
                                 Recreation Consultation

Netsight                         Computer Maintenance     $1,191

Mokam Supply Inc.                Laundry & Kitchen        $1,056
                                 Chemicals

Anderson Elevator                Elevator Repairs &       $1,200
                                 Maintenance

Dr. Brian Chicoire               Medical Director         $1,000

The Brickman Group               Landscaping                $962


HIRSH INDUSTRIES: Taps Jenner & Block as Lead Bankruptcy Counsel
----------------------------------------------------------------          
Hirsh Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Indiana for
permission to employ Jenner & Block LLP as their general
bankruptcy counsel.

Jenner & Block will:

   1) advise the Debtors of their powers and duties as debtors-in-
      possession in their chapter 11 cases and in all matters  
      regarding bankruptcy law;

   2) prepare on behalf of the Debtors any necessary motions,
      applications, orders and other legal papers required in
      their chapter 11 cases;

   3) assist, advise and represent the Debtors concerning the
      confirmation of a proposed plan of reorganization and in the
      solicitation process of that Plan;

   4) assist, advise and represent the Debtors concerning any
      further investigation of their assets, liabilities and
      financial condition that may be required under local, state
      or federal law;

   5) prosecute and defend litigation matters and counsel and
      represent the Debtors with respect to assumption or
      rejection of executory contracts and leases, sales of
      assets and other bankruptcy-related matters arising from
      their chapter 11 cases;

   6) advise the Debtors with respect to general corporate and
      litigation issues relating to their chapter 11 cases,
      including securities, corporate finance, tax, and commercial
      matters; and

   7) perform other legal services to the Debtors that are
      necessary and appropriate for the efficient and economical
      administration of their chapter 11 cases.

Paul V. Possinger, Esq., a Partner at Jenner & Block, discloses
that his Firm received retainer payments totaling $525,000.  Mr.
Possinger charges $495 per hour for his services.   

Mr. Possinger reports Jenner & Block professionals bill:

      Professional            Designation    Hourly Rate
      ------------            -----------    -----------
      Mark K. Thomas          Partner           $625
      Gabriel Reilly-Bates    Associate         $235
      Phillip W. Nelson       Associate         $215

      Designation             Hourly Rate
      -----------             -----------
      Partners                $410 - 750
      Associates              $215 - 390
      Paralegals              $150 - 210
      Project Assistants         $110

Jenner & Block assures the Court that it does not represent any
interest materially adverse the Debtors or their estates.

Headquartered in Des Moines, Iowa, Hirsh Industries, Inc.,
manufactures storage and organizational products.  Hirsh
Industries' products include metal filing cabinets, metal
shelving, wooden ready-to-assemble organizers and workshop
accessories and retail store fixtures.  The Company and two
affiliates filed for chapter 11 protection on July 6, 2005 (Bankr.
S.D. Ind. Case Nos. 05-12743 through 05-12745).  When the Debtors
filed for protection from their creditors, they estimated between
$1 million to $10 million in assets and between $50 million to
$100 million in debts.


HIRSH INDUSTRIES: Wants to Hire Baker & Daniels as Local Counsel
----------------------------------------------------------------          
Hirsh Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Indiana for
permission to employ Baker & Daniels, LLP as their bankruptcy co-
counsel.

Baker & Daniels will:

   1) advise the Debtors with respect to their powers and duties
      under chapter 11 in the continued operation of their
      businesses and management of their property as debtors-in-
      possession;

   2) assist the Debtors in seeking approval of debtor-in-
      possession financing and in represent them in any adversary
      proceedings commenced in connection with their chapter 11
      cases;

   3) prepare on behalf of the Debtors, all applications, answers,
      proposed orders, reports, motions, pleadings and other
      papers required in their chapter 11 cases;

   4) assist and advise the Debtors in connection with the
      preparation and submission of a proposed chapter 11 plan and
      cooperate with the any special counsel employed by the
      Debtors;

   5) perform all other legal services as local counsel to the
      Debtors that may be required in their chapter 11 cases.

Jay Jaffe, Esq., a Member at Baker & Daniels, discloses that his
Firm received a $50,000 retainer.  Mr. Jaffe reports that Baker &
Daniels will charge the Debtors its normal and customary hourly
rates for the services of the Firm's professionals.

Baker & Daniels had not yet submitted the hourly rates of its
professionals performing services to the Debtors when the Debtors
filed their request with the Court to employ Baker & Daniels as
their local counsel.

Baker & Daniels assures the Court that it does not represent any
interest materially adverse the Debtors or their estates.

Headquartered in Des Moines, Iowa, Hirsh Industries, Inc.,
manufactures storage and organizational products.  Hirsh
Industries' products include metal filing cabinets, metal
shelving, wooden ready-to-assemble organizers and workshop
accessories and retail store fixtures.  The Company and two
affiliates filed for chapter 11 protection on July 6, 2005 (Bankr.
S.D. Ind. Case Nos. 05-12743 through 05-12745).  Paul V.
Possinger, Esq., at Jenner & Block LLP represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated between $1 million
to $10 million in assets and between $50 million to $100 million
in debts.


INNOVA: Moody's Upgrades $300 Million Sr. Unsecured Notes to Ba3
----------------------------------------------------------------
Moody's Investors Service has upgraded Innova, S. de R.L. de C.V's
corporate family rating to Ba3 from B2 to reflect Innova's
improved credit metrics as a result of the successful absorption
of DirecTV's subscribers in Mexico as well as disciplined sales
and cost management.

The same change to Ba3 from B2 was made to the senior unsecured
and long term issuer ratings for the Mexican corporate.  The
outlook on the ratings is now stable.

This issue was affected by Moody's upgrade:

   -- US$300 million of 9.375 Senior Unsecured Notes due 2013

Innova's ratings upgrade is supported by its consistent growth in
EBITDA and higher EBITDA margins (42.3% in 1Q05), which Moody's
expects will convert, by FYE 2005, to free cash flow equal to 20%
of total debt.  The earnings growth reflects a growing subscriber
base and very disciplined cost controls.  In addition, the company
has considerably extended its amortization profile through
refinancing its 2007 debt maturity at a lower rate of interest.

Innova has increased its share of the Mexican Pay-TV market, which
reached approximately 25% at 1Q05 and maintained the company as #
1 Pay-TV operator and the only direct-to-home provider in Mexico.  
Innova's competitive strength is a consequence of regular
improvements in its operations and customer care as well as the
satisfactory incorporation of ex-DirecTV subscribers to its
network (a total of 140,000 subscribers with contracts of longer
than six months expected for YE 2005), as Moody's anticipated in
its in changing Innova's outlook to positive from stable in
October 2004.

The key to Innova's successful business model has been its
strategic focus on exclusive and high quality content, further
supported by a national coverage, exclusive programming, which
includes popular reality shows, soccer games and some special
events, and an improved customer service.  In addition, the
company has been putting extra attention on sales efforts and cost
controls in the last years.

Also supporting its rating is Innova's enhanced debt maturity
profile with no substantial maturity until 2010 (approximately
US$45 million) coupled with the bulk of its indebtedness (US$300
million) maturing in 2013.  In addition, the company has reduced
its exposure to dollar payment obligations to US$80 million via
contractual foreign exchange caps with programmers, as well as by
entering into currency swaps.  The agency also took into
consideration the continuous support from Innova's major
shareholder, Televisa, as well as from NewsCorp.

The ratings are however constrained by:

   * the company's relatively small size;

   * uncertain long-term growth prospects;

   * strong competition from cable companies; and

   * absence of a back-up system to cover its exposure to
     PanAmSat, all of which have a clear potential impact on the
     company's financial performance.

Innova has taken share from its cable television competitors in
the last 18 months by offering stronger programming and more
reliable service.  Moody's expects the company will continue to
progress as long as the system operators are:

   a) fragmented; and
   b) converting to digital from analog, with service disruptions.

However, the agency remains concerned about the long term
prospects for consolidation among cable systems, which would
diminish Innova's competitive advantage.

Stronger revenues and operating cash flow generation has allowed
Innova to reduce its leverage.  Since 2003, Innova has been able
to fund its operating expenses and capex with internally generated
cash instead of receiving additional funds from shareholders.
Moody's expects the same in 2005, although the company is planning
on capital expenditures of over US$110 million, which is
approximately twice the amount spent annually in the last two
years.  The increased capex is justified by the migration of
subscribers from DirecTV and the smart card change-over that the
company is undertaking.

The rating outlook is stable and incorporates the strength of
Innova's market position as well as its ability to increase
revenues and post growing free cash flows.  Innova's ratings could
experience upward pressure if the company posts free cash flow in
amounts that reduce its leverage exposure, expressed by total debt
to FCF lower than 3 times, and if it increases interest coverage,
as per EBITDA to interest expense ratio, over 6.5 times with
prospects of consistently maintaining minimum such levels in the
foreseeable future thereafter.

Also, an upgrade could be considered if the company uses
internally generated cash to further reduce debt.  Should the
company not maintain stable subscriber growth through 2007, or
suffer significant reductions in average revenue per user,
currently at approximately US$34, Moody's would expect
deterioration in the credit metrics to follow and place pressure
on the rating.  

The rating agency notes that subscriber growth is also vulnerable
to an economic slowdown or any unexpected major operating problem
that affects its operations or those of its sole supplier,
PanAmSat, which may result in a downgrade of Innova's ratings.

Innova, a Mexican provider of satellite TV services, is
headquartered in Mexico City, Mexico.


INLAND FIBER: Moody's Junks $225 Million Senior Secured Notes
-------------------------------------------------------------
Moody's Investors Service lowered the rating of Inland Fiber
Group, LLC's $225 million 9 5/8% senior secured notes to Ca from
Caa3.  Moody's also lowered the company's senior implied and
issuer ratings to Ca from Caa3.  The outlook is stable.

The ratings downgrade reflects recent announcement that the
company failed to make the interest payment on its senior secured
notes within the required grace period.  The Ca rating also
reflects Moody's view that with current markets prices of under
$400 per thousand board feet of timber, the asset value of the
company's remaining merchantable timber would be insufficient to
meet the company's obligations under the senior secured notes at
maturity in 2007, and that investors may experience a material
loss of principal.

Inland Fiber Group, LLC, headquartered in Klamath Falls, Oregon,
owns 167,000 fee acres of timberlands and cutting rights on 68,000
acres of timberlands containing an aggregate amount of
merchantable timber volume of approximately 0.4 billion board
feet.


INTERSTATE BAKERIES: Wants Court Nod on Sullivan Settlement Pact
----------------------------------------------------------------
Charles A. Sullivan served as director of Interstate Bakeries
Corporation and several related entities, and was also Chief
Executive Officer until September 30, 2002.  During his tenure as
CEO, Mr. Sullivan participated in the IBC Supplemental Executive
Retirement Plan and the Interstate Brands Corporation Amended and
Restated 1993 Non-Qualified Deferred Compensation Plan.  However,
both Plans were terminated in November 2004.  Mr. Sullivan has
since retired as CEO.

Since stepping down as CEO, Mr. Sullivan also served as a
consultant to Interstate Bakeries and Interstate Brands
Corporation pursuant to an October 2, 2002 Consulting Agreement
by and among Interstate Bakeries, Interstate Brands, Interstate
Brands West Corporation and Mr. Sullivan, as amended on June 24,
2004.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, informs the Court that under the Consulting
Agreement, Mr. Sullivan was to receive monthly consulting fees of
$33,333 until May 28, 2005.  As a result of the June 24, 2004
Amendment, Mr. Sullivan's consulting fee was reduced to $16,667
per month until May 28, 2005.

The Debtors acknowledge that Mr. Sullivan may have claims related
to his retention, employment, and termination as an officer,
employee, consultant, and agent of the Debtors and all related
entities including, without limitation, claims pursuant to the
SERP, the Deferred Compensation Plan, the Amended Consulting
Agreement, and all labor and employment laws.

Therefore, to fully and finally settle all of Mr. Sullivan's
claims, the Debtors and Mr. Sullivan entered into a settlement
agreement on June 1, 2005, pursuant to which:

   (a) Mr. Sullivan will receive an allowed general unsecured
       claim against the Debtors for $4,215,037, to be treated as
       a prepetition claim consisting of:

         (i) $114,199 for unpaid consulting fees;

        (ii) $3,718,057 for SERP benefit; and

       (iii) $382,781 for deferred compensation;

   (b) nothing in the Settlement Agreement releases:

         (i) vested benefits under an ERISA "employee benefit
             plan" other than the SERP and the Deferred
             Compensation Plan;

        (ii) Mr. Sullivan's Claim;

       (iii) any claim for breach of the Settlement Agreement;

        (iv) any claim for indemnification, including
             contribution and reimbursement, due to Mr.
             Sullivan's capacity as a director and pursuant to
             the Debtors' certificate of incorporation, their
             bylaws, or applicable laws; and

         (v) any claim for fees or expenses earned or incurred in
             connection with Mr. Sullivan's service on the
             Debtors' Board of Directors since the Petition Date;

   (c) Mr. Sullivan will assist the Debtors with respect to
       company-related matters that arose during his service as a
       director or his employment with Interstate Bakeries.  He
       will be reimburse for all reasonable expenses and costs
       incurred as a result of providing assistance;

   (d) Mr. Sullivan is releasing the Debtors from all claims and
       causes of action of any nature, whether known or unknown;
       and

   (e) Mr. Sullivan will not be released from any claims or
       causes of action of any nature.

The Debtors ask the Court to approve the Settlement Agreement.

According to Mr. Ivester, the Settlement Agreement will:

    -- avoid the expense, delay, and uncertainty of litigations;

    -- allow Mr. Sullivan's claims in the amounts the Debtors
       believe are appropriate;

    -- eliminate the Debtors' exposure for the payment of
       administrative claims; and

    -- maintain the estates' rights to bring claims against
       Mr. Sullivan.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


INTERSTATE BAKERIES: Wants to Reject Edwards Supplemental Pact
--------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates
previously owned and operated a bakery at 1115 N. Liberty Street,
Winston-Salem, North Carolina.  In 1996, Robert L. Edwards and
Anne L. Edwards offered to purchase the Winston-Salem Site from
Interstate Brands Corporation.

The purchase offer, however, was conditioned on the entry of the
Edwardses and Interstate Brands into a mutually satisfactory
agreement concerning the existence of any toxic or hazardous
waste, materials, or decomposable materials on the Winston-Salem
Site.  Thus, the parties entered into a "Supplemental Agreement
Regarding Environmental Issues and Indemnification" to close on
the Sale.

Pursuant to the Supplemental Agreement, the Debtors fund certain
remediation of the Winston-Salem Site and indemnify the Edwardses
for any costs arising out of the presence of petroleum products
contamination existing at the Site prior to the Sale.

By this motion, the Debtors ask the Court for authority to reject
the Supplemental Agreement, effective as of June 28, 2005, to
reduce postpetition administrative costs.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, explains that since the Debtors no longer
own the Winston-Salem Site, they are no longer required to fund
environmental remediation work or to indemnify the Edwardses for
costs related to contamination existing on the Site.

"By rejecting the Agreement now, the Debtors will avoid
incurring unnecessary administrative charges for remediation and
indemnification attributable to the Site, which provides no
tangible benefit to the Debtors' estates and will play no part in
the Debtors' future operations," Mr. Ivester concludes.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


JB OXFORD: Prepares for 1-for-100 Reverse Stock Split
-----------------------------------------------------
JB Oxford Holdings, Inc. (Nasdaq: JBOH) filed a Preliminary
Information Statement and a Schedule 13E-3 Transaction Statement
with the Securities and Exchange Commission relating to a
1-for-100 share reverse stock split that is expected to reduce the
number of holders of record of JBOH common stock to fewer than 300
and permit the Company to cease filing periodic reports with the
SEC.  All fractional shares that would otherwise result from the
reverse stock split will be paid in cash at a pre-split adjusted
price of $2.96 per share.

The Company intends to submit the reverse stock split to the
shareholders for approval at a special meeting to be held
following the completion of any review of the Information
Statement and Schedule 13E-3 Transaction Statement by the SEC.  
These documents describe the reverse stock split in detail, as
well as the Company's reasons for the reverse stock split and
other matters relating to the transaction.  Following any review
by the SEC, the Company will set a record date and a date, place
and time for the special meeting, and disseminate the Information
Statement and a notice of the special meeting to shareholders of
record as of the record date.

JB Oxford Holdings, Inc. (Nasdaq:JBOH), through its JB Oxford &  
Company and National Clearing Corp. subsidiaries, used to provide  
clearing and execution services, and discount brokerage services  
with access to personal brokers, online trading and cash  
management.  The company's one-stop financial destination at  
http://www.jboxford.com/was developed to be the easiest, most     
complete way for consumers to manage their money.  The site  
featured online trading, robust stock screening and portfolio  
tracking tools as well as up-to-the-minute market commentary and  
research from the world's leading content providers.  JB Oxford  
has branches in New York, Minneapolis and Los Angeles.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 29, 2005,
the Company sold substantially all of its revenue producing
operations during the year ended Dec. 31, 2004.  Effective
September 2004, it sold its correspondent clearing operation of
National Clearing Corporation and effective October 2004, it sold
its retail brokerage operation of JB Oxford & Company.  These
transactions have added liquidity to the Company's current
financial position, however JB Oxford Holdings currently has no
significant operations that generate cash.  As of December 31,
2004, it had $5,063,752 in available cash.  The Company received
an additional $8,370,000 in January 2005 from the sale of retail
accounts to Ameritrade and expects to receive an additional
$3,500,000 in April 2006.

                     Going Concern Doubt

As mentioned, JB Oxford Holdings has sold substantially all of its
ongoing business operations and does not have an ongoing business
plan for future operations.  There is significant doubt as to
whether the Company's limited remaining operations can generate
sufficient revenue to be a continuing viable going concern.  
Further, there is significant uncertainty with respect to the
outcome of the SEC lawsuit related to the late trading allegedly
conducted by the Company.  

As a result, as reported in Troubled Company Reporter on Apr. 27,
2005, BDO Seidman, LLP, the Company's independent registered
certified public accounting firm, has expressed substantial doubt
about the Company's ability to continuing as a going concern.

                     Bankruptcy Warning

JB Oxford Holdings warns that if the outcome, or judgment, against
the Company from the pending SEC lawsuit related to the ongoing
mutual fund investigations is significant, the demand for payment
resulting from such outcome, or judgment, coupled with the
Company's deteriorating financial results, will likely affect the
its ability to meet its obligations as they become due in the
normal course of business.  Should JB Oxford Holdings be unable to
meet its obligations as they become due, the Company has indicated
it would be forced to immediately file for protection under
Chapter 11 of the United States Bankruptcy Code.


KAISER ALUMINUM: Committee Gets Professional Fees & Expenses Paid
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
November 11, 2004, Kaiser Aluminum Corporation, its debtor-
affiliates and the Official Committee of Unsecured Creditors have
reached an agreement to resolve a myriad of complex issues
relating to the treatment of intercompany claims among the
Debtors.  The disposition of the Intercompany Claims is one of the
key issues that must be addressed for the Debtors to proceed with
the formulation and promulgation of plans of reorganization and
liquidation.

All the various creditor constituencies on the Creditors Committee
support the Intercompany Settlement Agreement.  Additionally, in
support of the Debtors' efforts toward achieving ultimate
resolution of their cases, the Debtors' postpetition lenders have
agreed to amend the credit facility to accommodate the terms and
conditions of the Intercompany Settlement Agreement.  Although at
this juncture, the Official Committee of Asbestos Claimants,
Martin J. Murphy as the legal representative for future asbestos
claimants, and Anne M. Ferazzi as the legal representative for the
Future Silica Claimants have not agreed with or consented to the
Intercompany Settlement Agreement, the Debtors and the Creditors
Committee anticipate having further discussions with the creditors
and the Future Claimants representatives before the hearing on the
Intercompany Settlement Agreement.

Kaiser Aluminum Corporation disclosed that the U.S. Bankruptcy
Court for the District of Delaware, in a hearing on Feb. 1, 2005,
approved the Intercompany Settlement Agreement.

As previously reported in the Troubled Company Reporter on June
10, 2005, William P. Bowden, Esq., at Ashby & Geddes, in
Wilmington, Delaware, informs the U.S. Bankruptcy Court for the
District of Delaware that certain members of the Official
Committee of Unsecured Creditors, including JP Morgan Trust
Company, the Pension Benefit Guaranty Corp., U.S. Bank National
Association Corporate Trust Services, Farallon Capital, the United
Steelworkers of America, and Law Debenture Trust Company of New
York, incurred fees and expenses in connection with the
negotiation, execution and court approval of the Intercompany
Settlement Agreement.

For this reason, the Creditors Committee sought the Court's
approval of the payment of fees and reimbursement of expenses
incurred by the Committee Members, aggregating $673,980.

The Creditors Committee also asked Judge Fitzgerald to compel the
Kaiser Aluminum Corporation and its debtor-affiliates to reimburse
of its Members' out-of-pocket expenses totaling $88,058.

*   *   *

Judge Fitzgerald directs the Debtors to pay the professional fees
for these Committee Members:

         Professional          Amount
         ------------          ------
         J.P. Morgan         $100,753
         U.S. Bank            161,275
         Law Debenture        233,645
         Farallon Capital     162,832

In addition, the Court compels the Debtors to reimburse these
Committee Members for out-of-pocket expenses:

         Professional          Amount
         ------------          ------
         JP Morgan             $5,354
         U.S. Bank             15,303
         Farallon              16,027
         Law Debenture         36,166
         PBGC                   4,657
         USWA                  10,551

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading  
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 71; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KEY ENERGY: $550 Million Financing Cues S&P's Developing Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications on its 'B-' corporate credit rating on Key Energy
Services Inc. to developing from negative.

Houston, Texas-based Key has about $450 million of total debt
outstanding as of June 8, 2005.

The rating action follows the company's announcement that it plans
to enter into a $550 million financing commitment from Lehman
Brothers Inc. that will consist of a $400 million term loan B due
2012, a prefunded five-year $85 million letter of credit, and a
five-year $65 million revolving credit facility.

"The revised CreditWatch implications to developing more
accurately reflects Key's current credit profile," said Standard &
Poor's credit analyst Brian Janiak.

"Lehman Brothers' willingness to provide backup financing and work
with Key during its current financial predicament provides a
potential platform for Key's credit quality at a higher rating,"
said Mr. Janiak.

Nonetheless, Standard & Poor's continues to have heightened credit
concerns with regard to the successful completion of the SEC's
investigation of the company's operations and the company's filing
of its 2003 and 2004 10-K.

However, the backup facility provides the company with more time
to resolve these issues.  Successful completion of the 10-K
filings in 2005 could likely result in higher ratings.


KIRKLAND STEEL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Kirkland Steel, Inc.
        1702 Winfield Dunn Parkway
        Sevierville, Tennessee 37876

Bankruptcy Case No.: 05-33689

Type of Business: The Debtor sells and erects pre-fabricated metal
                  building.  Kirkland Steel is also a general
                  contractor.  

Chapter 11 Petition Date: July 6, 2005

Court: Eastern District of Tennessee (Knoxville)

Judge: Richard Stair Jr.

Debtor's Counsel: John P. Newton, Jr., Esq.
                  Law Office of John P. Newton, Jr.
                  9700 Westland Drive, Suite 101
                  Knoxville, Tennessee 37922
                  Tel: (865) 777-1106
                  Fax: (865) 777-1107

Total Assets: $198,311

Total Debts:  $1,071,518

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
BB&T                                            $464,320
100 East Main Street
Sevierville, TN 37864

Star Building Systems                           $176,745
22027 Network Place
Chicago, IL 60673-1220

BB&T                                             $83,536
100 East Main Street
Sevierville, TN 37864

Blalock Companies                                $55,162
P.O. Box 4750
Sevierville, TN 37864-4750

St. Paul Travelers                               $21,807
P.O. Box 98476
Chicago, IL 60693

Farm Plan                                        $13,310
P.O. Box 5328
Madison, WI 53705-0328

Mountain National Bank                           $10,141
P.O. Box 77042
Madison, WI 53707-1042

BB&T Bank Card Corp                              $10,133
P.O. Box 580363
Charlotte, NC 28258-0363

Carl Ownby & Co., Inc.                            $8,904
152 Main Street West
Sevierville, TN 37862

Ingle Brothers Drilling Co.                       $7,843
P.O. Box 470
White Pine, TN 37890

Door Systems of East TN                           $6,582
1605 Prosser Road
Knoxville, TN 37914

Linda Kirkland                                    $5,839
50 Dogwood Trail
Buchanan, GA 30113

St. Paul Travelers                                $4,309
P.O. Box 96359
Chicago, IL 60693

Mika Kirkland                                     $4,000
508 Asa Street
Sevierville, TN 37876

Nextel Communications                             $3,667
P.O. Box 4191
Carol Stream, IL 60197-4191

Calloway Building Products                        $3,562
P.O. Box 52828
Knoxville, TN 37950

Blalock Hardware Company                          $3,071
P.O. Box 4007
Sevierville, TN 37864-4007

Ark Builders                                      $3,068
115 Conner Heights Road
Pigeon Forge, TN 37863

APAC - TN Inc                                     $2,687
Harrison Division
P.O. Box 116614
Atlanta, GA 30368-6614

Vulcan                                            $2,215
P.O. Box 15100
Knoxville, TN 37901


KMART CORP: Asks Court to Compel Discovery from Asia Business
-------------------------------------------------------------
In its 18th Omnibus Claims Objection filed with the U.S.
Bankruptcy Court for the Northern District of Illinois, Kmart
Corporation objected to Asia Business Lyon Limited's Claim, No.
23611, for $410,620.  According to William J. Barrett, Esq., at
Barack Ferrazzano Kirschbaum Perlman & Nagelberg, in Chicago,
Illinois, Kmart it is not liable for the Claim.

Asia Business responded, which created a contested matter under
the Federal Rules of Bankruptcy Procedure and entitling the
parties to conduct discovery in accordance with the Bankruptcy
Rules.

However, Asia Business failed to respond to Kmart's discovery
requests served on January 25, 2005.  In March 2005, Kmart
requested in writing and in good faith that Asia Business respond
to its discovery request.  Asia Business responded stating that it
would comply with the discovery request.  But as of June 7, 2005,
Asia Business has still not complied with the request.

Pursuant to Rule 37 of the Federal Rules of Bankruptcy Procedure,
Kmart asks the Court to compel Asia Business to comply with the
discovery request.

                          *     *     *

Judge Sonderby rules that Asia Business has until July 15, 2005 to
respond to Kmart's discovery request.

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


KMART CORP: Judge Sonderby Approves ICON Settlement
---------------------------------------------------
Kmart Corporation and Varilease Technology Group, Inc., are
parties to a Master Equipment Lease Agreement dated October 25,
2000, and 26 separate schedules pursuant to the Master Lease.  
Varilease has assigned its interest in the Master Lease and some
of the schedules and subject equipments to different lenders and
equity investors.

Varilease has assigned the ownership interests of these Schedules
to ICON Income Fund Eight B, LP:

   (a) Schedule 14 on February 1, 2001;
   (b) Schedules 15 and 16 on May 1, 2001;
   (c) Schedule 20 on August 1, 2001; and
   (d) Schedule 23 on October 1, 2001.

William J. Barrett, Esq., at Barack, Ferrazzano, Kirschbaum,
Perlman & Nagelberg LLC, in Chicago, Illinois, recounts that in
July 2002, ICON filed Claim No. 38948 as a protective
administrative claim for $18,652,506.  ICON also filed a request
to compel payment of postpetition personal property taxes.

In March 2003, the Debtors sought the U.S. Bankruptcy Court for
the Northern District of Illinois' authority to reject certain
equipment lease schedules under the Master Lease, including
Schedule 23.  ICON filed a "Protective Objection" to the Rejection
Motion.  In April 2003, the Debtors sought the Court's authority
to assume Schedules 14, 15, 16 and 20 under the Master Lease.  To
date, the Court has not issued an order on the Rejection or the
Assumption Motions.

Subsequently, ICON filed Claim No. 53900 as a protective
administrative claim for $118,816.

ICON continues to pay personal property taxes related to the
equipment on Schedules 14, 15, 16, 20 and 23.  ICON asserts that
it is entitled to reimbursement from Kmart, without interest,
penalties or attorney's fees, for:

   -- personal property taxes accrued that ICON has paid;

   -- personal taxes which accrue in the future and which ICON
      pays for the equipment on Schedules 14, 15, 16 and 20; and

   -- any personal property taxes that accrued with respect to
      Schedule 23 for the period between the Petition Date and
      March 6, 2003.

To resolve and settle the dispute, Kmart and ICON entered into a
settlement stipulation pursuant to which:

   (a) ICON's Claim No. 53900 is reclassified as a cure claim and
       will be fully allowed for $220,000;

   (b) ICON will submit to Kmart requests for reimbursement of
       personal property taxes that accrue subsequent to
       December 31, 2002, and prior to January 1, 2005, excluding
       penalties, interest or attorney's fees, related to the
       equipment on assumed Schedules 14, 15, 16 and 20;

   (c) ICON waives and withdraws its objection to the Rejection
       Motion and consents to:

          (i) Kmart's substitution and transfer of equipment to,
              from and between equipment schedules under the
              Master Lease;

         (ii) Kmart's rejection of Schedule 23; and

        (iii) Kmart's assumption of Schedules 14, 15, 16 and 20;

   (d) ICON is entitled to reimbursement of Personal Property
       Taxes paid on the equipment subject to the Schedules;

   (e) ICON agrees to defend and indemnify Kmart from and against
       any claim of Personal Property Taxes on the equipment
       subject to the Schedules made by any other person or
       entity;

   (f) If necessary, Kmart will attempt to procure from the Court
       an order that contains a finding that ICON will have good
       title, free and clear of all liens, claims, encumbrances
       and interests, but subject only to consensual security
       interests of CitiCapital with respect to Schedule 14, IBJ
       Whitehall with respect to Schedules 15 and 16,
       Claritybank.com with respect to Schedule 20 and Guaranty
       Capital Corp. with respect to Schedule 23, the equipment
       listed on Schedules.  If necessary, Kmart will attempt to
       procure bills of sale for equipment that was transferred
       into these schedules that were up until this time not
       owned by ICON.

                     Guaranty Capital Objects

American Finance Group, doing business as Guaranty Capital, made a
loan to Varilease on September 26, 2001.  To secure the loan
payment, Varilease assigned and granted to Guaranty Capital a
security interest in:

   -- Schedule 23;

   -- the equipment leased in Schedule 23;

   -- all rents, stipulated loss values and other sums due or to
      become due on the Equipment; and

   -- all proceeds pursuant to a Nonrecourse Note and Security
      Agreement from Varilease to Guaranty Capital on
      September 26, 2001.

Charles Leuin, Esq., at Jenkens & Gilchrist, in Chicago,
Illinois, relates that Varilease subsequently transferred its
ownership interest in Schedule 23 outright to ICON pursuant to a
Purchase and Sale Agreement.  ICON recognized and confirmed
Guaranty Capital's security interest in Schedule 23 and the
Equipment by Letter Agreement dated October 1, 2001.

Pursuant to a notice and amendment letter agreement dated
August 13, 2001, acknowledged by Kmart and Guaranty Capital,
Varilease notified Kmart of the collateral assignment of Schedule
23 and the rights under it to Guaranty Capital.  After
commencement of rental payments under Schedule 23, Kmart made
monthly payments with respect to Schedule 23 directly to Guaranty
Capital through February 1, 2003.  Kmart made no further rental
payments subsequent to that date.

Guaranty Capital demanded payment of administrative expense for
$329,526 on June 16, 2003, and for $308,931 on March 11, 2004.

On being advised that ICON intended to withdraw its objection to
the rejection of Schedule 23, Guaranty Capital filed a proof of
claim in anticipation of the rejection for $3,603,331 on
October 27, 2004 for the amounts due under Schedule 23.

Mr. Leuin asserts that, as assignee and secured party with respect
to rents or payments under Schedule 23, Guaranty capital is the
proper party to file any proofs of claim.

Guaranty Capital, therefore, asks the Court to clarify that
insofar as the stipulation between Kmart and ICON addresses rights
with respect to rental payments under Schedule 23, proofs of claim
filed with respect to it, or based on the rejection of
Schedule 23, the stipulation is without prejudice to Guaranty
Capital's rights and proofs of claim.

                          *     *     *

Judge Sonderby approves the settlement stipulation between Kmart
and ICON.  Judge Sonderby rules that:

   (a) ICON is deemed to have title to the equipment subject to
       Schedules 14, 15, 16 and 20, free and clear of liens,
       claims, interests and encumbrances;

   (b) ICON's request to compel payment of personal property
       taxes is granted in part and denied in part.  ICON's Claim
       No. 53900 will be reclassified as a cure claim and will be
       fully allowed for $220,000;

   (c) Kmart will pay ICON's allowed cure claim;

   (d) Kmart is authorized to assume Schedules 14, 15, 16 and 20
       under the Master Lease;

   (e) Kmart will reimburse ICON with the terms of the Master
       Lease for personal property taxes assessed for the tax
       years 2003 and 2004 to a maximum of $150,000, provided
       that ICON must promptly submit to Kmart any tax bill for
       which it seeks reimbursement -- its invoice together with
       evidence of the applicable tax bill, computation of
       Kmart's portion, and ICON's proof of payment -- by no
       later than February 28, 2006.  Any personal property taxes
       for tax year 2005 or subsequent years, if any, will be
       submitted for reimbursement to and paid by Kmart in
       accordance with the terms of the Master Lease.  Until
       further notice, ICON will submit all claims for
       reimbursement to Kmart;

   (f) Kmart is authorized to reject Schedule 23, and ICON's
       objection to Kmart' request to reject is deemed withdrawn;

   (g) Each of the secured creditors will have a valid perfected
       security interest in any piece of equipment that Kmart
       substituted into that creditor's schedule;

   (h) ICON's allowed Claim Nos. 38948 and 53900, without
       reduction of the settlement amount, will be deemed
       transferred and assigned to Kmart without recourse,
       representation or warranty, and without any need for
       further documentation by the parties.  Any other proofs of
       claim filed by ICON against Kmart or its estates will be
       deemed expunged and disallowed without further Court
       order, and ICON will not file any proofs of claim
       against Kmart or its estates;

   (i) To the extent necessary, Kmart will attempt to procure
       bills of sale for any equipment added to the schedules
       that was not previously subject to ICON's ownership
       interest, and attempt to procure any Uniform Commercial
       Code 3's necessary to perfect each secured creditor's
       security interest in the substituted equipment; and

   (j) Kmart will cooperate in the turnover of the equipment on
       Schedule 23 to ICON or Guaranty Capital.

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


KRISPY KREME: Names Douglas Muir as Chief Accounting Officer
------------------------------------------------------------
Krispy Kreme Doughnuts, Inc. (NYSE: KKD) appointed Douglas R. Muir
as the Company's Chief Accounting Officer.

Mr. Muir has been a consultant to the Company since December 2004.  
From 1993 to 2004, he held various senior financial management
positions with Oakwood Homes Corporation, including Executive Vice
President and Chief Financial Officer.  Prior to joining Oakwood
Homes, he had a 17-year career at Price Waterhouse, including as
an audit partner in the Charlotte office from 1988 to 1993.

KremeKo, Inc., a Krispy Kreme Doughnuts, Inc. franchisee,
filed an application with the Ontario Superior Court of Justice
to restructure under the Companies' Creditors Arrangement Act, on
Apr. 15, 2005.  Pursuant to the Court's Initial Order, Ernst &
Young Inc. was appointed as Monitor in KremeKo's CCAA proceedings.  
The Monitor is attempting to sell the KremeKo business.

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme is
a leading branded specialty retailer of premium quality doughnuts,
including the Company's signature Hot Original Glazed.  Krispy
Kreme currently operates approximately 400 stores in 45 U.S.
states, Australia, Canada, Mexico, the Republic of South Korea and
the United Kingdom.  Krispy Kreme can be found on the World Wide
Web at http://www.krispykreme.com/


MERRILL LYNCH: S&P Ups Rating on Two Series 1998-Canada 1 Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of Merrill Lynch Financial Assets Inc.'s exchangeable
commercial mortgage pass-through certificates series 1998-Canada
1.  At the same time, ratings are affirmed on three other classes
from the same series.

The rating actions reflect credit enhancement levels that
adequately support the raised and affirmed ratings, as well as the
improved operating performance of the mortgage loan pool.

As of June 15, 2005, the trust collateral consisted of 25 loans
with an aggregate outstanding principal balance of C$132.8
million, down from C$182.1 million at issuance.  The master
servicer, GEMSA Loan Services L.P., provided full-year 2003 or
partial-year 2004 net cash flow debt service coverage (DSC)
figures for 100% of the pool.  Based on this information,
Standard & Poor's calculated a weighted average DSC of 1.73x, up
from 1.56x at issuance.  The pool has experienced no losses to
date. There is one delinquent loan with the special servicer.

The top 10 loans by exposure have an aggregate outstanding balance
of C$103.6 million (78.1% of the pool).  This includes the largest
loan, which consists of six cross-collateralized loans.  The top
10 loans reported a weighted average DSC of 1.71x, up from 1.61x
at issuance.  Standard & Poor's reviewed recent property
inspections provided by GEMSA for assets underlying the top 10
loans, and all such assets were characterized as "excellent" or
"good."  None of the top 10 loans are currently in special
servicing; however, the second largest loan is on the servicer's
watchlist.

As of June 15, 2005, one loan that is 30 days delinquent, with an
outstanding balance of C$2.7 million (2% of the pool), is with the
special servicer.  The loan is secured by a 150-unit lodging
property in Calgary, Alberta.  An agreement with the borrower has
been made that calls for the borrower to make a C$10,000 weekly
payment until the loan is current.

GEMSA reports that there are two loans on its watchlist (C$11.36
million, 11.4% of the pool).  The second largest loan based on
total exposure, Portage Place (C$13.224 million, 10.0% of the
pool), is one of the loans on the watchlist.  The loan is secured
by a 280,489-square-foot retail property in Winnipeg, Manitoba.
The property has experienced a decline in cash flow.  The servicer
reported that the loan is expected to be assumed, but it has not
yet received the appropriate paperwork.  The property reports a
DSC of 0.96x as of Dec. 31, 2004, down from 1.42x at issuance.  
The property was 93% occupied as of Dec. 31, 2004.

The pool has property type concentrations in excess of 10% in
retail (47%), hotel (30%), and office (13%).  In addition, the
pool has significant concentrations in Alberta (29%), Ontario
(22%), Manitoba (15%), and British Columbia (13%).

Based on discussions with the servicer, Standard & Poor's stressed
various loans in the mortgage pool as part of its analysis.  The
resultant credit enhancement levels adequately support the raised
and affirmed ratings.
   
                             Ratings Raised
   
                   Merrill Lynch Financial Assets Inc.
             Exchangeable commercial mortgage pass-thru certs
                          series 1998-Canada 1
   
                         Rating
                         ------
              Class   To         From   Credit support(%)
              -----   --         ----   ----------------
              C       AA+        A+                19.88
              D       A          BBB+              13.71
              E       BB+        BB                 6.17
              F       B+         B                  3.56
   
                             Ratings Affirmed
   
                   Merrill Lynch Financial Assets Inc.
             Exchangeable commercial mortgage pass-thru certs
                          series 1998-Canada 1
   
                    Class   Rating   Credit support(%)
                    -----   ------   ----------------
                    A-2     AAA                   35.65
                    B       AAA                   28.79
                    X       AAA                     N/A
   
                          N/A - Not applicable.


MID OCEAN: Collateral Deterioration Cues Fitch To Lower Ratings  
---------------------------------------------------------------
Fitch Ratings downgrades four classes of notes issued by Mid Ocean
CBO 2000-1 Ltd. and removes all classes from Rating Watch
Negative.

These rating actions are effective immediately:

     -- $211,058,718 class A-1L notes to 'BB' from 'BBB';
     -- $16,500,000 class A-2 notes to 'B-' from 'BB';
     -- $15,000,000 class A-2L notes to 'B-' from 'BB';
     -- $12,500,000 class B-1 notes to 'C' from 'CCC'.

Mid Ocean is a collateralized debt obligation managed by Deerfield
Capital Management that closed Jan. 8, 2001.  Mid Ocean is
composed of residential mortgage-backed securities, commercial
mortgage-backed securities, asset-backed securities, and CDOs.

Collateral deterioration has occurred since Fitch's rating action
on April 30, 2004.  Mezzanine and subordinate tranches from
underperforming manufactured housing securitizations have taken
principal write-downs and, in Fitch's opinion, over $23 million in
collateral that was considered performing from its previous review
is now considered distressed.  Collateral rated 'BB+' or lower
represents 37% of the current portfolio.  The class A
overcollateralization (OC) ratio of 102.5% was failing its test
level of 105.0% on the most recent trustee report dated June 2,
2005.

Fitch anticipates that the class A-2 and A-2L noteholders will
experience an impairment of principal and interest over the
remaining life of Mid Ocean.  Furthermore, Fitch does not expect
the class B-1 noteholders to receive additional payments of
principal or interest.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/. For more information on the Fitch  
VECTOR Model, see 'Global Rating Criteria for Collateralized Debt
Obligations,' dated Sept. 13, 2004, also available at
http://www.fitchratings.com/


MIRANT CORP: Court Okays $23M Sale of Gas Turbines to Mitsubishi
----------------------------------------------------------------
Judge Lynn of the U.S. Bankruptcy Court for the Northern District
of Texas approved the sale of Mirant Corporation and its debtor-
affiliates' gas turbines to Mitsubishi Power Systems, Inc., for
$23,000,000.  These gas turbines consist of two M501F combustion
turbine generators and auxiliaries in Wyandotte, Michigan, and one
steam turbine generator and auxiliaries located in Nagasaki,
Japan.

Mitsubishi Power is currently in negotiations with a third-party
purchaser who is interested in buying the Turbines.  Robin E.
Phelan, Esq., at Haynes & Boone, in Dallas, Texas, explains that
the third-party purchaser will only acquire the Turbines if they
are accompanied with the manufacturer's warranty, which only
Mitsubishi Power can give.  In addition, the third-party
purchaser has advised Mitsubishi Power that it must acquire the
Turbines on an expedited basis to complete a time-sensitive power
plant project.  Specifically, the third-party purchaser must be
able to acquire the Turbines from Mitsubishi Power by no later
than July 13, 2005, or that transaction may unwind.  If that deal
unwinds, then Mitsubishi Power will have no commercial use for
the Turbines.  Thus, Mr. Phelan says, a speedy resolution of the
auction process is necessary for the Debtors' sale to Mitsubishi
Power.

Additionally, if despite the exercise of commercially reasonable
efforts Mitsubishi Power is unable to sell the Turbines to the
third-party purchaser by July 29, 2005, Mitsubishi Power may
terminate the Agreement and pay the Debtors a $450,000
termination fee.

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


MIRANT CORP: PG&E Plans to Buy Contra Costa Unit from Delta Unit
----------------------------------------------------------------
Pacific Gas and Electric Company filed a proposal with the
California Public Utilities Commission to take ownership of Mirant
Delta's partially constructed Contra Costa Unit 8 electric
generation facility.  This proposal implements one element of a
larger settlement agreement with Mirant announced in January,
resolving alleged market manipulation claims related to the energy
crisis and separate rate disputes resulting from the sale of
electricity by Mirant's California operations.

"The acquisition of Contra Costa Unit 8 provides a state-of-the-
art generation facility that will provide low-cost, low emissions
power to our customers and address local reliability issues," said
Greg Rueger, Pacific Gas and Electric Company's senior vice
president for generation.  "If we receive the necessary approvals
to complete the power plant, the new unit will add 530 megawatts
of very low cost power, enough electricity for nearly 400,000
customers."

PG&E plans to complete construction of the facility and have the
output available to serve electric customers in 2008.  Since the
unit is already partially built, the company expects to invest
only $310 million to complete the project.  This investment will
allow Contra Costa Unit 8 to supply power to northern and central
California at significantly lower cost than if the company built a
new facility from the ground up.  Mirant has agreed to transfer to
PG&E the equipment, permits and contracts for the construction of
Contra Costa Unit 8, which Mirant started to build but never
completed due to the downturn in the wholesale power market.  
Contra Costa Unit 8 is located near Antioch, adjacent to Mirant's
existing facilities.  PG&E's application with the CPUC seeks
authorization to complete and operate Contra Costa Unit 8 under a
cost-of-service regulatory structure.

PG&E's settlement agreement with Mirant was approved by the Public
Utilities Commission in January and by the Federal Energy
Regulatory Commission in April.  Under the terms of the
settlement, if PG&E does not receive the approvals necessary to
complete the plant, including CPUC authorization, Mirant will pay
PG&E $70 million in lieu of transferring the assets.

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


MIRANT CORP: Wants Move to Expand Ch. 11 Examiner's Role Denied
---------------------------------------------------------------
Mirant Corporation and its debtor-affiliates responded to the
Official Committee of Equity Holders request to expand the role
and powers of the chapter 11 examiner to include authority to
pursue any and all potential claims and causes of action that the
Debtors' estates may have possess against Southern Company.

The Debtors believe that the request of the Official Committee of
Equity Holders for Judge Felsenthal to expand the powers of the
Chapter 11 Examiner is an "end-run" of the various orders entered
by Judge Lynn.  "Indeed, because the orders appointing the
Examiner and defining the scope of his powers are exclusively
under Judge Lynn's jurisdiction, any request to expand the
Examiner's powers should be adjudicated by Judge Lynn."

At a hearing on June 13, 2005, Judge Lynn stated that the
Examiner would have no role in the Debtors' Chapter 11 cases
post-emergence and that the matter would be taken off the
calendar to permit the completion of the hearing on the Debtors'
valuation.  But the Equity Committee now seeks from Judge
Felsenthal what amounts to a "second opinion" of what the
Examiner's powers should be, Robin E. Phelan, Esq., at Haynes and
Boone, LLP, in Dallas, Texas, points out.

Mr. Phelan asserts that the Motion should be adjudicated properly
before Judge Lynn and not Judge Felsenthal.

Mr. Phelan explains that even with respect to pre-emergence
matters, the Examiner's role should not be expanded to prosecute
The Southern Company Claims or any other third-party causes of
action.  Under well-settled case law, the role of an examiner is
limited to investigating and reporting, and not litigating causes
of action.

Moreover, Judge Lynn has limited the role of the Examiner "to
serve as no more than a monitor and investigator," Mr. Phelan
notes.

Mr. Phelan adds that Equity Committee's unfounded "concerns" over
"the Debtors' willingness and ability to aggressively pursue the
claims against [Southern] due to the historical ties between the
two companies and the relationship between certain members of the
Debtors' Board of Directors (and management) and [Southern]" is
without merit.

On June 16, 2005, the Debtors and the Mirant Committee filed a
$1.9 billion of preferential action against the Southern Company.

Thus, the Debtors ask the Court to deny the Equity Committee's
request.

                      Mirant Committee Objects

John A. Lee, Esq., at Andrews Kurth LLP, in Houston, Texas,
argues that William Snyder as the Chapter 11 Examiner is not the
proper party to prosecute the estates' claims.  Mr. Snyder's role
should be limited to certain investigations and not be expanded
to include prosecuting the estates' claims against Southern.

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


MIRAVANT MEDICAL: Gary Kledzik Resigns as CEO & Chairman
--------------------------------------------------------
Miravant Medical Technologies (OTCBB:MRVT) disclosed that its
board of directors has accepted the resignation of Gary S.
Kledzik, Ph.D., as chief executive officer, chairman and director.

The Company's board of directors named director Robert J.
Sutcliffe as Miravant's new, non-executive chairman, and announced
the appointment of an interim executive committee consisting of
Robert J. Sutcliffe and director Rani Aliahmad to coordinate
management functions, identify CEO candidates and recommend
initiatives to increase productivity and leverage Miravant's
development programs.  Miravant President David Mai and CFO John
Philpott will report to the interim executive committee.  Mr.
Sutcliffe is a venture lawyer and business advisor based in Los
Angeles, where he is managing director of Craftsman Capital
Advisors LLC.  Mr. Aliahmad serves as president of USA Call, a
provider of end-to-end mobile solutions and services for the
marketing arena.  He has held several posts, including co-founder
and COO of Cardionomics and co-founder of Embryonix.

"The board thanks Dr. Kledzik, a Miravant founder, for his many
years of service and dedication to the Company," stated Robert J.
Sutcliffe.  "Looking forward, the board intends to focus the
company's efforts on Miravant's pending PHOTREX(TM) clinical
trials and deriving shareholder value from our promising drug
portfolio."

Miravant expects to commence this summer a confirmatory Phase III
clinical trial of its lead drug, Photrex(TM), an investigational
treatment for wet age-related macular degeneration (AMD).  The
U.S. Food and Drug Administration (FDA) granted an approvable
status to Photrex(TM) in September 2004, which included a request
for the confirmatory clinical trial. The new clinical protocol was
reviewed by FDA under a Special Protocol Assessment, and the trial
will be initiated in the United Kingdom, Central and Eastern
Europe.  Wet AMD is a debilitating eye disease that is the leading
cause of blindness in older adults.

In addition to Mr. Aliahmad and Mr. Sutcliffe, continuing
directors re-elected to serve on the board of directors at
Miravant's annual shareholders meeting on June 23, 2005 included:

   -- Nuno Brandolini,
   -- Michael Khoury,
   -- David Mai, and
   -- Kevin R. McCarthy.

Miravant Medical Technologies -- http://www.miravant.com/--  
specializes in PhotoPoint(R) photodynamic therapy (PDT),
developing light-activated drugs to selectively target diseased
cells and blood vessels. Miravant's primary areas of focus are
ophthalmology and cardiovascular disease with new drugs in
clinical and preclinical development. PHOTREX(TM) (rostaporfin),
the Company's most advanced drug, has received an FDA Approvable
Letter as a treatment for wet age-related macular degeneration and
a Special Protocol Assessment for a Phase III confirmatory
clinical trial. Miravant's cardiovascular development program,
supported in part by an investment from Guidant Corporation,
focuses on life-threatening coronary artery diseases, with
PhotoPoint MV0633 in advanced preclinical testing for
atherosclerosis, vulnerable plaque and restenosis.

At Mar. 31, 2005, Miravant Medical Technologies's balance sheet
showed a $5,296,000 stockholders' deficit, compared to a
$1,982,000 deficit at Dec. 31, 2004.


MOREY FURMAN: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Morey Furman
        53 Barnyard Lane
        Roslyn Heights, New York 11577

Bankruptcy Case No.: 05-84668

Type of Business: The Debtor is a dentist, and is affiliated
                  with Morey Furman, DDS, P.C.

Chapter 11 Petition Date: July 8, 2005

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Salvatore LaMonica, Esq.
                  LaMonica Herbst & Maniscalco
                  3305 Jerusalem Avenue
                  Wantagh, New York 11793
                  Tel: (516) 826-6500
                  Fax: (516) 826-0222

Total Assets: $1,083,620

Total Debts:  $1,434,311

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Union Federal Bank                                      $228,359
45N Pennsylvania St., Suite 600
Indianapolis, IN 46204

MBNA Quantum                                             $59,557
P.O. Box 15019
Wilmington, DE 19886
   
MBNA Gold Option                                         $47,422
P.O. Box 15028
Wilmington, DE 19886

Wells Fargo                                              $22,107

Small Business Administration    Value of Collateral:   $233,300
2120 Riverfront Dr., Suite 100   $990,000
Little Rock, AR 72202

Bank One VISA                                            $10,832

Chase Gold VISA                                           $9,357

Chase Platinum MasterCard                                 $9,186

AT&T Universal Card                                       $7,497

Sallie Mae                                                $6,886

MBNA Gold Reserve                                         $5,082

Fleet Platinum                                            $4,196

Sears Gold MasterCard                                     $2,839

CitiBank Drivers Edge                                     $2,674

Citi Platinum Select MasterCard                           $2,458

American Express Delta Sky-Miles                          $1,191

Property Tax Reduction                                    $1,154
Consultants

American Express Business                                   $875
Gold Card

CitiBank Advantage Card                                     $825


MT. CLEMENS: Fitch Puts $83 Million Bonds on Rating Watch Negative   
------------------------------------------------------------------
Fitch Ratings places the 'BB' rating on approximately $82.8
million of outstanding County of Macomb Hospital Finance Authority
hospital revenue bonds, series 2003B on Rating Watch Negative.  
The Rating Outlook remains Negative.

The Rating Watch Negative reflects Mount Clemens General
Hospital's delay in providing audited financial information.  MCGH
is currently not compliant with bond documents that require
disclosure of its fiscal 2004 audit (year ended December 31) by
May 31, 2005.  However, Fitch notes that MCGH's disclosure to
bondholders is thorough and is disseminated through the Nationally
Recognized Municipal Securities Information Repositories.

Recent disclosure to Fitch includes a balance sheet, income
statement, statement of cash flows, utilization statistics, and
management discussion and analysis.  Management has indicated that
MCGH will receive a waiver for the late audit from all bondholders
in a couple of weeks.  After the waiver is received, MCGH expects
to release the audit within 30 days.  Fitch will evaluate MCGH's
bond rating once its fiscal 2004 audit is made available.

In most cases, entities are legally required by their respective
bond documents to supply audited financial information within 150
to 180 days after their fiscal year-end.  Failure to produce
audited financial information by a specified date is not an event
of default in all cases.  However, Fitch notes that untimely
delivery of financial information is not only a violation of the
credit's obligation to provide bondholders with continuing
disclosure, but also may indicate financial distress and/or poor
management practices.

Fitch will continue to monitor the timely disclosure of financial
information for its rated portfolio of health care providers.
Untimely financial disclosure to Fitch and to bondholders may
result in negative rating actions.

MCGH's main operating component is a 288-bed acute care
osteopathic teaching hospital in Mount Clemens, Michigan,
approximately 25 miles northeast of downtown Detroit.  Total
consolidated revenue including affiliates was approximately $223
million in fiscal 2003.  MCGH covenants to provide annual and
quarterly disclosure to bondholders.


NEIGHBORCARE INC: $1.8B Omnicare Deal Cues S&P's Positive Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch listing
for NeighborCare Inc. to positive from negative following its
definitive agreement to be purchased by Omnicare Inc. (BBB-/Watch
Neg/--) $1.8 billion in cash.  Earlier this week, Omnicare also
agreed to purchase RXCrossroads L.L.C. (unrated) for $235 million
in cash.  If these two transactions were completely debt financed,
there would be a dramatic deterioration in credit quality.

However, in the past, Omnicare has taken steps to rapidly restore
its credit profile following similar, but smaller, acquisitions.
Accordingly, resolution of the CreditWatch awaits clarification of
the financial structure of the merged company following these
transactions.  Standard & Poor's will withdraw its rating on
NeighborCare's $100 million revolving credit facility upon
completion of its acquisition by Omnicare.  It is unclear whether
the $250 million subordinated notes will be assumed or refinanced
by Omnicare.


NEWPARK RESOURCES: Poor Performance Cues S&P to Hold Rating at BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Newpark Resources Inc. and revised its outlook on
the company to negative from stable.  Metarie, Louisiana-based
Newpark had about $208 million of debt as of March 31, 2005.

"The action is in response to Newpark's continued constrained
liquidity, lack of significant realized benefit from improved
conditions in the company's core markets for oilfield services,
and overspending cash flow to invest in a new business line," said
Standard & Poor's credit analyst Ben Tsocanos.

The negative outlook on Newpark reflects the failure to improve
the company's financial position during a period of favorable
industry conditions.

Continued poor operating performance and liquidity could result in
a downgrade.  Conversely, a return to stable outlook is contingent
on sustained improvement in profitability and cash flow, and
building cash ahead of 2007 maturities.

The ratings on Newpark reflect its participation in the highly
cyclical oilfield services industry, geographic concentration,
limited liquidity, and aggressive financial leverage.


NORTHWESTERN CORP: Board Rejects Montana Cities' $825 Mil. Offer
----------------------------------------------------------------
NorthWestern Corporation d/b/a NorthWestern Energy (Nasdaq: NWEC)
reported that its Board of Directors has voted unanimously to
reject an unsolicited proposal by Montana Public Power, Inc., a
nonprofit corporation, to acquire all of the outstanding stock of
NorthWestern Corporation as not in the best interest of
NorthWestern, its stockholders or the customers it serves.

As reported in the Troubled Company Reporter on July 5, 2005, MPP
wanted the facility for $1.17 billion plus the assumption of
$825 million of Northwestern's debts and other financial
obligations.  The deal will be funded through a debt financing
provided by Citigroup Global Markets Inc.

In a letter to MPPI Chair Mike Kadas, NorthWestern's Board
Chairman Linn Draper informed MPPI that after evaluating MPPI's
proposal with its legal counsel and financial advisor,
NorthWestern's Board concluded that "the MPPI Acquisition Proposal
presents unacceptable risks that raise doubt as to whether the
transaction would reach closing."

NorthWestern's Board noted that the risks associated with MPPI's
proposal could impede NorthWestern's ability to serve its
customers reliably and efficiently.  MPPI's proposal uses a
financing plan that has no equity and a 100 percent-leveraged debt
structure that would be collateralized by NorthWestern's customers
and utility assets with no recourse to the consortium of
communities participating in Montana Public Power, Inc.

The Board also concluded that the financial consideration
reflected in the MPPI Acquisition Proposal was not adequate and
not compelling as compared to NorthWestern's stand-alone value
proposition.

"NorthWestern emerged late last year from a successful
restructuring that focused the Company strictly on its core
utility business and significantly reduced its debt burden.  It
has since become clear that the Company has an improved cash flow
and earnings profile, enhanced opportunities associated with
business rationalization and improving regulatory relationships,
along with other positive factors," Mr. Draper wrote.  "On an
ongoing basis, our stand- alone plan calls for substantial capital
investment to ensure the long-term provision of reliable and cost-
efficient service."

Due to the complex nature of the proposed transaction, the Board
also cited serious legal, regulatory, financial and performance
concerns as to whether the proposed transaction could reach
closing.  Even if closed, MPPI's proposal would require a separate
transaction to sell the Company's South Dakota and Nebraska assets
to a nonprofit corporation called South Dakota Power Company.

Michael J. Hanson, NorthWestern's President and Chief Executive
Officer, pointed out that NorthWestern has shown significant
financial and operational progress since emerging from
restructuring in November 2004.

"NorthWestern is a financially stronger company with significantly
lower debt and an improving credit profile as evidenced by the
recent improvement in credit ratings and/or outlooks by Fitch,
Moody's and Standard and Poor's," said Mr. Hanson.  "Since
November 2004, we have reduced debt an additional $145 million,
which leaves NorthWestern with total debt outstanding of $766
million and a debt to capitalization ratio of approximately 51%.
MPPI's proposed transaction would reverse that progress and
increase NorthWestern's debt to approximately $2 billion."

Mr. Hanson added, "Throughout our restructuring, NorthWestern's
employees have worked hard to provide reliable and high quality
customer service.  Our utility operations are stable, and we are
investing significant amounts of capital in the ongoing
improvement of our infrastructure in Montana, South Dakota and
Nebraska."

Headquartered in Sioux Falls, South Dakota, NorthWestern
Corporation (Pink Sheets: NTHWQ) -- http://www.northwestern.com/
-- provides electricity and natural gas in the Upper Midwest and
Northwest, serving approximately 608,000 customers in Montana,
South Dakota and Nebraska.  The Debtors filed for chapter 11
protection on September 14, 2003 (Bankr. Del. Case No. 03-12872).
Scott D. Cousins, Esq., Victoria Watson Counihan, Esq., and
William E. Chipman, Jr., Esq., at Greenberg Traurig, LLP, and
Jesse H. Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,
Hastings, Janofsky & Walker, LLP, represent the Debtors in their
restructuring efforts.  On the Petition Date, the Debtors reported
$2,624,886,000 in assets and liabilities totaling $2,758,578,000.  
The Court entered a written order confirming the Debtors' Second
Amended and Restated Plan of Reorganization, which took effect on
Nov. 1, 2004.

                        *     *     *

As reported in the Troubled Company Reporter on July 5, 2005,
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating on NorthWestern Corp. on CreditWatch with negative
implications pending clarity on Montana Public Power Inc.'s
June 30, 2005, offer to buy NorthWestern for $1.18 billion plus
the assumption of $825 million in debt.

Montana Public Power is a newly formed single-purpose entity
organized to purchase NorthWestern and is ultimately composed of
the Montana cities of Bozeman, Great Falls, Helena, Missoula, and
Butte.

"The CreditWatch listing reflects Standard & Poor's lack of
information about Montana Public Power and the financing and legal
structure of its bid for NorthWestern," said Standard & Poor's
credit analyst Gerrit Jepsen.


OMNICARE INC: $1.8 Bil. NeigborCare Buy Cues S&P to Retain Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services 'BBB-' corporate credit rating
on Omnicare Inc. would remain on CreditWatch with negative
implications following its definitive agreement to purchase
NeighborCare Inc. (BB/Watch Pos/--) for $1.8 billion in cash.
Earlier this week, Omnicare also agreed to purchase RXCrossroads
L.L.C. (unrated) for $235 million in cash.  If these two
transactions were completely debt financed, there would be a
dramatic deterioration in credit quality.  However, in the past,
Omnicare has taken steps to rapidly restore a stronger credit
profile following similar, but smaller, acquisitions.  
Accordingly, resolution of the CreditWatch awaits clarification of
the financial structure of the company following these
transactions.


OWENS CORNING: Gets Court OK to Sell Texas Asphalt Unit for $3.15M
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Owens
Corning and its debtor-affiliates permission to sell 4.836 acres
of land and a manufacturing facility located in Channelview,
Texas, to Pelican Refining Company, LLC, for $3.15 million.

In connection with Channelview Independent School District's
objection to the sale with regards to the ad valorem taxes
attached to the property, the Court authorizes the Debtors to sign
and file one or more proofs of claim on behalf of the applicable
taxing authorities in amounts which reflect payment of the
property taxes.  The proofs of claim will supersede any scheduled
amounts for the applicable taxing authorities and any proofs of
claim filed on their behalf.

To resolve Channelview ISD's objection:

    (a) the Debtors will promptly pay Channelview ISD $33,075
        from the Channelview Facility sale proceeds, in
        satisfaction of the outstanding prepetition ad valorem
        property taxes owed to the Channelview ISD; and

    (b) the Debtors will pay all 2005 taxes with respect to the
        Channelview Facility in the ordinary course of their
        business.

Channelview ISD's tax lien for the 2005 taxes will remain
attached to the property until paid in full.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At Sept.
30, 2004, the Company's balance sheet shows $7.5 billion in assets
and a $4.2 billion stockholders' deficit.  The company reported
$132 million of net income in the nine-month period ending
Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No. 110;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PACIFICARE HEALTH: Moody's Reviews B1 Debt Rating & May Upgrade
---------------------------------------------------------------
Moody's Investors Service affirmed the debt ratings of
UnitedHealth Group Inc. (senior unsecured at A2; Stable Outlook)
and the insurance financial strength rating of United HealthCare
Insurance Company (Aa3), following the announcement that the
company plans to acquire PacifiCare Health Systems, Inc. for
$8.7 billion.

At the same time, Moody's placed PacifiCare's ratings under review
for possible upgrade.  The purchase will be financed using a
combination of stock and cash, with part of the proceeds being
used to retire the existing $1.1 billion debt at PacifiCare.  The
target date for completion of the deal, which is subject to
stockholder and regulatory approvals, is first quarter 2006.

Moody's believes that the acquisition will boost UnitedHealth's
market position in California and should enable additional growth
as a result of an enhanced and expanded provider network.
According to the rating agency, the expanded network provides
greater opportunity for sales to large local employers and
strengthens UnitedHealth's leading position in the national
employer segment.

In addition, PacifiCare's recent success in the small group market
provides UnitedHealth a means to re-enter this market.  The
acquisition also provides sizeable market gains in other western
states, most notably:

   * Colorado,
   * Arizona,
   * Texas, and
   * Washington.

Moody's also noted that PacifiCare's strong specialty business
segment should also complement and add to UnitedHealth's own
Specialized Care Services business.  Upon completion of the deal,
Moody's notes that according to its calculations, UnitedHealth
will regain its position as the largest health benefit company,
with membership in excess of 26 million.

Offsetting these benefits, Moody's notes that the company may face
potential integration challenges, especially since PacifiCare is
in the midst of integrating the recently acquired American Medical
Security Group.  In addition, the rating agency noted some key
differences in the strategic focus of the two companies.  

According to Moody's, PacifiCare's aggressive Medicare strategy
appears to be at odds with the more restrained stance taken by
UnitedHealth.  In addition, PacifiCare's ownership of a Pharmacy
Benefits Management subsidiary, Prescription Solutions, conflicts
with UnitedHealth's philosophy of maintaining external
relationships with national PBM's.  

Moody's notes however, that ownership of a PBM could prove
valuable as the Medicare Part D program begins in 2006, which
could lead UnitedHealth to reevaluate its strategy.  Moody's also
expressed concern with respect to the additional amount of debt
and goodwill added to UnitedHealth's balance sheet.  While the
overall pro forma debt to capital ratio remains relatively flat at
approximately 28%, and cash flows remain strong, the rating agency
believes that some financial flexibility has been lost due to the
increased interest expense and resulting diminished free cash flow
coverage.

In addition, Moody's recognizes the possibility that UnitedHealth
may pursue similarly funded, opportunistic transactions to improve
market positioning in other local regions as the healthcare
marketplace continues to consolidate, thus further increasing the
amount of debt and goodwill on its balance sheet and diminishing
its flexibility.

Moody's has maintained a stable outlook on UnitedHealth's A2
senior debt and Prime-1 commercial paper rating.  Moody's current
rating assumes UnitedHealth will maintain:

   * financial leverage (debt to capital) at or below 30%;

   * NAIC company action level RBC greater than 250%;

   * net earnings margins between 4% and 6%; and

   * free cash flow interest expense coverage of 20 times or
     greater.

In addition, Moody's expects UnitedHealth to:

   * continue to achieve positive organic commercial membership
     growth;

   * sustain the level of non-regulated cash flow and up-stream
     dividends from its operating subsidiaries; and

   * successfully complete the integration of its recent
     acquisitions.

The rating agency said positive rating action could result from
the:

   * financial leverage below 25%, with debt to tangible capital
     below 80%;

   * RBC of at least 300% of company action level;

   * increased market share while maintaining strong cash flow and
     interest expense coverage metrics; and

   * continued diversification of revenue and earnings among its
     four business segments.

Moody's added that on the other hand, financial leverage above
30%, RBC below 250% of company action level, EBITDA interest
expense coverage of less than 20 times, net earnings margins below
3%, a significant write-down of intangibles, or a net annual
decline in organic commercial membership would place downward
pressure on the ratings.  Additionally, integration problems which
result in lower margins, service problems, and/or loss of
membership would have a negative ratings impact.

Ratings affirmed with a stable outlook:

UnitedHealth Group Incorporated:

   * senior unsecured debt rating of A2;
   * senior unsecured shelf rating of (P)A2;
   * subordinated debt shelf rating of (P)A3;
   * preferred stock shelf rating of (P)Baa1;
   * long-term issuer rating of A2;
   * short-term debt rating for commercial paper at Prime-1;
   * UHC Capital I -- preferred stock shelf rating of (P)Baa1;
   * UHC Capital II -- preferred stock shelf rating of (P)Baa1;
   * UHC Capital III -- preferred stock shelf rating of (P)Baa1;
   * UHC Capital IV -- preferred stock shelf rating of (P)Baa1;

United HealthCare Insurance Company:

   * insurance financial strength rating of Aa3.

Ratings placed under review for possible upgrade:

PacifiCare Health Systems, Inc.:

   * corporate family rating of Ba2;
   * senior secured bank facility rating of Ba2;
   * senior unsecured debt rating of Ba3; and
   * subordinated debt rating of B1.

UnitedHealth Group Inc. has its headquarters in Minnetonka,
Minnesota.  The company reported revenues of $10.9 billion for the
first three months of 2005.  As of March 31, 2005 shareholders'
equity was $10.6 billion and total medical membership was 23.1
million.

PacifiCare Health Systems, Inc., based in Cypress, California, is
a leading managed care company serving over 3 million health plan
members.  The company reported revenues of $3.4 billion for the
first three months of 2005.  As of March 31, 2005 shareholders'
equity was $2.3 billion.


PACIFICARE HEALTH: Fitch Puts Sr. Notes on Rating Watch Positive
----------------------------------------------------------------
Fitch Ratings has placed PacifiCare Health Systems Inc.'s debt
ratings on Rating Watch Positive, affecting approximately $1.1
billion of debt outstanding.  The Rating Watch Positive placement
follows PacifiCare's announcement that it will be acquired by
UnitedHealth Group, Inc. in a transaction valued at approximately
$9 billion.  UNH (senior debt rated 'A'; Outlook Stable by Fitch)
is a leading health care services company with total medical
membership of 23.1 million.

The rating action reflects Fitch's view that the proposed
acquisition by UNH will significantly improve PacifiCare's
financial position and operating profile.  PacifiCare's current
ratings have been based, in part, on the company's comparatively
weaker balance sheet fundamentals and limited business profile.  
Fitch expects that PacifiCare's ratings will be upgraded upon
close of the transaction, which is expected to occur in the first
quarter of 2006.  Following the close of the transaction, Fitch
expects UNH to retire all of PacifiCare's outstanding debt.

The proposed acquisition of PacifiCare significantly strengthens
UNH's competitive position in California managed care market and
the Medicare business seeing as approximately 1.8 million, or 57%
of Pacificare's 3.2 million members are located in California, a
state where UnitedHealth has historically lacked a competitive
market share.

Pacificare's provider network within the state of California will
be of significant value to UnitedHealth, which currently gains use
of a provider network through a network access agreement with Blue
Shield of California.  In addition, UnitedHealth will be acquiring
the second largest player in the Medicare Advantage program.  
Pacificare will add 716,000 Medicare Advantage members to
UnitedHealth's existing 345,000 of Medicare Advantage membership,
and will give an additional boost to UnitedHealth's plans to
participate in the Medicare drug benefit beginning in 2006.

These ratings are placed on Rating Watch Positive by Fitch:

   PacifiCare Health Systems, Inc.:

     -- Long-term 'BB+';
     -- 10.75% senior unsecured notes due 2009 'BB+';
     -- Bank loan 'BB+'.
     -- 3% convertible subordinated debentures 'BB'.


PARMALAT USA: Deloitte Global to Settle $10-Billion Investor Suits
------------------------------------------------------------------
As previously reported, Dr. Enrico Bondi requested the U.S.
District Court for the Southern District of New York to compel
defendants in the class action complaint -- Hermes et al.
[investors] vs. the former executives of Parmalat Finanziaria SpA
and its subsidiaries and affiliates -- Grant Thornton
International, Grant Thornton LLP, Deloitte Touche Tohmatsu,
Deloitte & Touche LLP, Deloitte & Touche USA LLP, and Deloitte &
Touche S.p.A. to respond to his document request and answer his
interrogatories.  Dr. Bondi's inquiry is manifestly designed to
assist him in establishing that the international umbrella and
U.S. entity in the Deloitte and Grant Thornton organizations are
liable for the alleged fraud of their Italian affiliates.

The Defendants objected to discovery probing the internal
workings of their organizations and asked the Court to dismiss
the complaint in the purported securities class action against
Parmalat consolidated in the Multi-District Litigation.

Subsequently, Judge Lewis A. Kaplan overrules the Deloitte and
Grant Thornton Defendants' objections.  The District Court grants
Dr. Bondi's request to compel the Defendants and those that are
in the possession, custody or control of their affiliated firms
that are not parties to the securities action to produce the
requested documents.

         Deloitte SpA's Request for Bondi Response Denied

Judge Kaplan denies Deloitte & Touche S.p.A.'s request to compel
Dr. Bondi to respond fully to D&T SpA's discovery requests.

Richard A. Martin, Esq., at Heller Ehrman LLP, in New York,
recounts that D&T S.p.A. served its first request for the
production of documents and first set of interrogatories on
March 3, 2005.  The discovery requests sought, inter alia,
documents and information relating to the Parmalat insiders'
knowledge of the fraud committed at the company, documents
relating to damages caused by parties other than D&T SpA, and
documents relating to claimed purchases of Parmalat securities by
investors.

Dr. Bondi seeks $10 billion in damages on behalf of Parmalat, its
creditors and its shareholders from the defendants in "Bondi v.
GTI, et al.," "Bondi v. Bank of America," and "Bondi v.
Citigroup."  D&T SpA had also requested documents relating to
damages in the Bank of America, Citigroup and other actions
because they are relevant to whether damages were caused by
others, rather than D&T SpA, and a determination of the amount of
damages sought from D&T SpA in the Action.

Dr. Enrico Bondi objected to many of those requests.

In response to many of D&T SpA's discovery requests, Dr. Bondi
asserted that he will limit his responses "to the extent he can
reasonably identify [documents or information] as relating to the
fraud. . . ."  He insisted that the discovery requests are
overbroad because they "are not relevant to the issues in this
litigation."

Mr. Martin argued that Dr. Bondi is not entitled to multiple
recoveries for the same alleged harm, and should not be able to
shield relevant information solely because he has elected to seek
compensation for that harm in a separate pleading.

Dr. Bondi likewise refused to respond to D&T SpA's requests for
all documents concerning the contention in his Complaint that
"Parmalat sold more than 50% of its outstanding bonds to U.S.
investors," and for all documents concerning Parmalat's American
Depository Receipts program.

According to Mr. Martin, if Dr. Bondi may not be able to compute
and apportion each dollar of alleged damages at this stage, D&T
SpA is at least entitled to whatever information Dr. Bondi used
to derive the $10 billion in damages he seeks.  Dr. Bondi's offer
to "supplement" his answer when an answer has not yet been
provided was inadequate.  Dr. Bondi should also provide
information about damages sought in other actions arising out of
the fraud at Parmalat, Mr. Martin contended.

The parties have exchanged a series of correspondence and held a
telephonic conference in an attempt to resolve the disputes in
good faith, but have been unable to reach agreement on a number
of issues.

Mr. Martin had explained that discovery is relevant to various
defenses available to D&T SpA, including its defense that the
knowledge and conduct of Parmalat's insiders must be imputed to
the company, and thus to Dr. Bondi, as well as establishing that
he rely on any statements by D&T SpA.

             Court Denies DTT's Request for Exemption

Dr. Bondi has previously asked the Court to compel discovery by
certain defendants, including Deloitte Touche Tohmatsu.

DTT argued that it should not be compelled to produce documents
located in Switzerland that were provided to it by member firms
of the Deloitte organization, allegedly for the purpose of
obtaining legal advice in connection with an investigation into
the Parmalat scandal by the United States Attorney for this
district.

DTT contended that accounting and auditing standards and the
regulation of the practice of accounting vary to some extent from
country to country.  Deloitte and other similar organizations
consist of individual firms organized under the laws of each of
the countries in which business is done as well as an umbrella
entity with which the individual, country-specific firms are
affiliated.  In Deloitte's case, DTT is the umbrella
organization, and it is organized as a verein under Swiss law, a
form of business organization that DTT asserts is analogous to an
incorporated membership association.

According to DTT, it "does not control its member firms" and
performs no accounting or auditing services.  DTT acknowledged
that most of the jurisdictions in which its member firms practice
have accounting rules that prohibit an accountant from sharing
client documents, even with the client's permission, and it
claims that "DTT is required by its own organizational documents
to respect the independence of its member firms."

When it became apparent that there would be litigation relating
to Parmalat, DTT engaged a U.S. law firm to provide legal advice
to DTT and on behalf of certain member firms that conducted the
Parmalat Audits and which it coordinated.  Some member firms
provided DTT in Switzerland with documents concerning the
Parmalat audits for review by that law firm.  Others allowed the
law firm to go to their offices in their home countries to review
documents.  DTT said that the documents would be have been
unobtainable by subpoena prior to their transfer to DTT, and the
documents therefore should be unobtainable now by virtue of the
attorney-client privilege.

Judge Kaplan subsequently overrules DTT's objections to discovery
seeking documents and information derived from the documents that
it assembled in Switzerland in connection with the investigations
of the Parmalat scandal.

In his memorandum opinion, Judge Kaplan points out that there is
no privilege log, and DTT has disclosed neither the identities of
the producing firms, the documents as to which it asserts
privilege, nor the identities of the firms that also retained
DTT's U.S. law firm.  The argument for finding that documents
furnished by a member firm that also engaged DTT's U.S. law firm
are unreachable because the documents were furnished for
obtaining legal advice is substantial.  On the other hand,
documents furnished by a member firm that did not also retain the
U.S. law firm presumably were furnished for the convenience of
DTT and in any case not for the purpose of the member firm
obtaining the U.S. law firm's advice.

Judge Kaplan also says that the vagueness and opacity of
Deloitte's presentation prevents anything other than an ill-
informed guess as to whether the documents sent to Switzerland by
member firms could have been obtained by compulsory process
directly from the member firms.

            Court Dismisses Claims Against Deloitte USA

The District Court for the Southern District of New York
dismissed the Investor Plaintiffs' claims against Deloitte &
Touche USA LLP, Deloitte & Touche LLP and James E. Copeland,
chief executive officer of Deloitte Touche Tohmatsu and Deloitte
USA.  The purchasers of Parmalat Finanziaria, S.p.A. and Parmalat
S.p.A. securities alleged that the defendants violated the Sec.
10(b) of the Securities Exchange Act of 1934, SEC Rule 10b-5
anti-fraud provisions, and Sec. 20(a) of the Securities Exchange
Act of 1934 control person provision.

Judge Kaplan held that the Plaintiffs were not able to prove that
the alleged scheme participants, D&T SpA and Grant Thornton
S.p.A., were the Dismissed Defendants' agents or alter egos or
that the Defendants committed deceptive acts or made material
misrepresentations or omissions for primary liability.

The District Court also dismissed claims against Grant Thornton
LLP alleging that it violated Sec. 20(a).  The District Court
found the Plaintiff's allegations of control based on relative
size and access to member firms' books and records insufficient.

As to Deloitte Touche Tohmatsu and Grant Thornton International,
Judge Kaplan refused to dismiss the lawsuit against them.  Judge
Kaplan ruled that the two companies must defend themselves
against claims that they helped Parmalat understate its debt and
overstate its assets.

Other dismissal bids filed by the other Defendants still await
ruling.

                    Deloitte to Settle Claims

In an interview with Reuters, Deloitte Global CEO William Parrett
says Deloitte Touche Tohmatsu would settle portions of claims
asserted by Parmalat Chairman Enrico Bondi and certain other
Parmalat investors.  DTT is facing two $10-billion lawsuits for
its alleged role in the Italian dairy's bankruptcy.

"If we could settle the suit to an amount equal to or less than
the cost to defend it, that would be a sensible economic
decision. We would take that decision," Mr. Parrett tells
Reuters.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors.  When the U.S.
Debtors filed for bankruptcy protection, they reported more than
$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.  (Parmalat Bankruptcy News, Issue
No. 56; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PEGASUS SATELLITE: Lowenstein Sandler Wants Its Legal Fees Paid
---------------------------------------------------------------
Lowenstein Sandler, PC, asks the U.S. Bankruptcy Court for the
District of Maine to allow the payment of attorneys' fees and
expenses incurred in connection with its representation of the Ad
Hoc Committee of PSC Noteholders from March 3, 2005, to April 15,
2005.

For its services to the Ad Hoc Committee, Lowenstein Sandler seeks
$156,652 in fees:

      Task Description              Hours       Total Amount
      ----------------              -----       ------------
      Case Administration            45.4           $13,996

      Meetings of and
         Communication with
         Creditors                    8.3             3,098

      Fee/Employment
         Applications                 1.5               120

      Fee/Employment
         Objections                   6.7             3,465

      Other contested
         Matters                      3.9             1,839

      Non-Working Travel              8.0             2,265

      Business Operations             0.9               315

      Tax Issues                     10.2             3,798

      Plan and Disclosure
         Statement                  355.5           127,758

Lowenstein Sandler also seeks reimbursement of actual and
necessary expenses totaling $5,936.

"The Ad Hoc Committee, primarily through Lowenstein Sandler, took
the laboring oar in objecting to and negotiating important Plan
provisions that benefited Pegasus Satellite Communications, Inc.
and its debtor-affiliates' estates and all creditors, not simply
the interests of any particular creditor," Kenneth A. Rosen, Esq.,
at Lowenstein Sandler PC, in Roseland, New Jersey, notes.  
"Moreover, the services rendered by Lowenstein Sandler were not
duplicative of services provided by counsel for other parties."

The services rendered by Lowenstein Sandler included obtaining
background information concerning the Debtors' Chapter 11 cases on
an expedited basis, preparing a detailed and comprehensive
objection to the Plan and engaging in extensive Plan negotiations
with Debtors' counsel up until April 14, 2005.

Mr. Rosen relates that as a direct result of the efforts of the
Ad Hoc Committee, through Lowenstein Sandler, modifications to the
Plan were made to clarify and limit the release provisions that
were contained in the original filed version of the Plan.  In
addition, the modifications granted the Liquidating Trustee the
authority to control the Debtors' assets.  As a direct result of
these modifications, the Debtors were able to obtain the necessary
votes to confirm the Plan.

Lowenstein Sandler, PC, currently serves as counsel to the
Liquidating Trustee.

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


PEGASUS SATELLITE: Miller Buckfire Wants $7.3MM Compensation Paid
-----------------------------------------------------------------
Pegasus Satellite Communications, Inc. and its debtor-affiliates
employed Miller Buckfire & Co., LLC, on June 2, 2004, as their
investment banker and financial advisor.

Pursuant to Miller Buckfire's engagement, as approved and modified
by the U.S. Bankruptcy Court for the District of Maine's Final
Retention Order, the firm is entitled to:

    a. a $175,000 monthly financial advisory fee, with 100% of
       the total amount of Monthly Advisory Fees paid by the
       Company to be credited against the Restructuring
       Transaction Fee and the Sale Transaction Fee;

    b. a $7,500,000 transaction fee, contingent upon the
       consummation of a Restructuring and payable at its closing;

    c. a $7,500,000 transaction fee, contingent upon the
       consummation of a Sale and payable at its closing; and

    d. a transaction fee in respect of any Sale of the Debtors'
       broadcast television assets, contingent upon the
       consummation of the Sale and payable at its closing, equal
       to 1% of the Aggregate Consideration up to $75,000,000
       plus 2% of the Aggregate Consideration in excess of
       $75,000,000.

The Engagement Letter also provides for a $500,000 retainer, which
was paid to Miller Buckfire prior to the Petition Date, of which
$491,918 remains after charging of prepetition expenses.  Miller
Buckfire will apply the remaining retainer balance to the
Broadcast Sale Fee when it is earned.  In addition, the
Engagement Letter provides for the reimbursement by the Debtors of
Miller Buckfire's reasonable expenses.

On September 1, 2005, the Debtors paid Miller Buckfire
$6,575,000, which represented a Sale Transaction Fee less a 10%
fee holdback and 100% crediting of Monthly Advisory Fees paid by
the Debtors to Miller Buckfire.

Accordingly, Miller Buckfire asks the Court to:

    -- grant final allowance of $7,325,000 as compensation for
       services rendered and reimbursement of $48,429 in
       expenses; and

    -- direct the Liquidating Trust to pay to Miller Buckfire
       $787,918, which represents 100% of the Sale Transaction Fee
       and expenses incurred during from June 2, 2004, to May 5,
       2005, less amounts paid by the Debtors to Miller Buckfire
       upon closing and consummation of the DBS Sale and
       applicable credits.

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


PLYMOUTH RUBBER: Taps Focus Management as Financial Advisors
------------------------------------------------------------          
Plymouth Rubber Company, Inc., and its debtor-affiliate, Brite-
Line Technologies, Inc., ask the U.S. Bankruptcy Court for the
District of Massachusetts for permission to employ Focus
Management USA, Inc., as their financial advisors.

Focus Management will:

   1) prepare and update the Debtors' cash flow forecasts, other
      projections and other financial date and assist in the
      Debtors' efforts to restructure their debts and downsize
      operations;

   2) review the Debtors' operations, organizations, industry,
      financial information and other related information to
      assist them in identifying opportunities to improve their
      business operations and financial status;

   3) assist the Debtors in the preparation of reports to the U.S.
      Trustee, in the preparation and filing of their Statements
      and Schedules, and in the disposal of assets not essential
      to their continued operations;

   4) render financial advice to the Debtors in the formulation of
      a business plan and a plan of reorganization and its
      disclosure statement;

   5) assist the Debtors in negotiating DIP financing or new
      equity infusions and periodically communicate and
      participate in meetings with the Debtors' management and
      other parties-in-interest regarding the Debtors' financial
      condition;

   6) provide all other financial consulting services to the
      Debtors that are required in their bankruptcy cases.

J. Tim Pruban, President of Focus Management, discloses that his
Firm received a $100,000 retainer.  

Mr. Pruban reports Focus Management's professionals bill:

      Designation             Hourly Rate
      -----------             -----------
      Managing Directors         $350
      Senior Consultants         $300

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

Headquartered in Canton, Massachusetts, Plymouth Rubber
manufactures and distributes plastic and rubber products,
including automotive tapes, insulating tapes, and other industrial
tapes, mastics and films.  Through its Brite-Line Technologies
subsidiary, Plymouth manufactures and supplies highway marking
products.  The Company and its subsidiary filed for chapter 11
protection on July 5, 2005 (Bankr. D. Mass. Case Nos. 05-16088
through 05-16089).  Victor Bass, Esq., at Burns & Levinson LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
$1 million to $50 million in assets and debts.


PLYMOUTH RUBBER: Wants to Hire Burns & Levinson as Bankr. Counsel
-----------------------------------------------------------------          
Plymouth Rubber Company, Inc., and its debtor-affiliate, Brite-
Line Technologies, Inc., ask the U.S. Bankruptcy Court for the
District of Massachusetts for permission to employ Burns &
Levinson LLP, as their general bankruptcy counsel.

Burns & Levinson will:

   1) assist and advise the Debtors on their powers and duties as
      debtors and debtors-in-possession in the continued operation
      and management of their businesses and property;

   2) represent the Debtors on all matters arising in or related
      to their bankruptcy proceedings; and

   3) perform all other legal services to the Debtors that are
      appropriate and necessary in their chapter 11 cases.

Victor Bass, Esq., a Partner at Burns & Levinson, is the lead
attorney for the Debtors.  Mr. Bass discloses that his Firm
received $100,000 retainer.  Mr. Bass charges $410 per hour for
his services.

Mr. Bass reports Burns & Levinson's professionals bill:
  
      Designation          Hourly Rate
      -----------          -----------
      Partners             $325 - $500
      Associates           $175 - $325
      Paralegals            $60 - $175

Burns & Levinson assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

Headquartered in Canton, Massachusetts, Plymouth Rubber
manufactures and distributes plastic and rubber products,
including automotive tapes, insulating tapes, and other industrial
tapes, mastics and films.  Through its Brite-Line Technologies
subsidiary, Plymouth manufactures and supplies highway marking
products.  The Company and its subsidiary filed for chapter 11
protection on July 5, 2005 (Bankr. D. Mass. Case Nos. 05-16088
through 05-16089).  When the Debtors filed for protection from
their creditors, they estimated $1 million to $50 million in
assets and debts.


POINT TO POINT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Point to Point Business Development, Inc.
        1207 Wildbriar Drive
        Liberty, Missouri 64068

Bankruptcy Case No.: 05-44642

Type of Business: The Debtor says it helps clients lower costs
                  through its maintenance, repair and operating
                  (MRO) Web platform which enables manufacturers
                  to streamline the process of supply ordering,
                  reduce excess in inventory management, and more
                  efficiently manage supply chains.  See
                  http://www.P2PMRO.com/

Chapter 11 Petition Date: July 7, 2005

Court: Western District of Missouri (Kansas City)

Judge: Dennis R. Dow

Debtor's Counsel: Cynthia F. Grimes, Esq.
                  Grimes & Rebein, L.C.
                  Suite 200, 15301 West 87th Street
                  Lenexa, Kansas 66219
                  Tel: (913) 888-4800
                  Fax: (913) 888-0570

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Airgas                        Trade debt                $648,767
W185 N11300 Whitney Drive
Germantown, WI 53022

MSC - PARENT CO.              Trade debt                $557,120
75 Maxess Road
Melville, NY 11747

Motion - PARENT CO.           Trade debt                $443,079
P.O. Box 1477
Birmingham, AL 35210

Baumer of America             Trade debt                $211,746

EDS                           Trade debt                $187,629

Henkel Surface Technologies   Trade debt                $178,859

Bilsing Automation North      Trade debt                $176,090

Commercial Roofing System,    Trade debt                $168,670
Inc.

Nichols                       Trade debt                $159,495

Lord Corporation Chemical     Trade debt                $157,165

Designetics, Inc.             Trade debt                $148,282

Linear Mold & Engineering     Trade debt                $145,413

Midwest Safety Products,      Trade debt                $124,619
Inc.

Accent Wire Products          Trade debt                $124,350

Schust Engineering, Inc.      Trade debt                $117,657

Neill-Lavielle Supply Co.-    Trade debt                $112,313
Louisville, KY

Standard Register Co.-        Trade debt                $102,316
Postage

American Express              Trade debt                $101,727

ISS/CHMC                      Trade debt                 $94,286

Pferd Inc. Total              Trade debt                 $91,108


POINT TO POINT: Tells Vendors Customers Now Responsible for Bills
-----------------------------------------------------------------
Point to Point Business Development, Inc., sent a letter, dated
July 7, 2005, to its suppliers encouraging them to continue
providing goods and services.  Point to Point says that its
customers will now be responsible for paying for those goods and
services.

The full-text of Point to Point's letter says:

                                     July 7, 2005

Dear valued Supplier:

     Over the past months Point to Point has been facing a number
of challenges that have had a negative impact on our financial
health. Although our platform is strong and healthy we recognize
the need to restructure the way we conduct business in order to
provide the best service to our customers and their suppliers.
With this in mind we took decisive action to resolve our financial
issues and reinvent our company to better serve our customers and
their suppliers.

     Today, Point to Point filed to reorganize under Chapter 11 of
the U.S. Bankruptcy Code.  After examining a number of options to
restructure our balance sheet, we determined that Chapter 11
offered us the best way to address and resolve our challenges
while continuing to operate in the ordinary course of business.
This filing does not mean that Point to Point is going out of
business. On the contrary, this is a necessary step to ensure the
future of our Company. We have adequate cash reserves to meet our
interim cash commitments. We have also made a significant change
to our business model returning to a software company providing a
platform for procurement and supply chain management as opposed to
taking title to goods from our suppliers and reselling to our
customers.

     During this process, post-petition claims for goods and
services will be paid in the ordinary course of business. At this
time, the Company cannot pay pre-petition claims without court
approval. Payment of pre-petition claims will be addressed in a
plan of reorganization to be submitted to our creditors and
approved by the court at a later date.

     Effective July 5, 2005 Point to Point is no longer buying and
reselling goods and services. All invoices will bear the name of
the company initiating the purchase and the liability for payment
of goods and services will be the responsibility of the purchasing
company, not Point to Point.

     Point to Point and our customers expect to receive products,
services and supplies currently on order, and look forward to
continuing its relationship with you. Please be aware that any
open orders (i.e., orders and shipments made prior to the filing
but not yet received by our customers) are generally considered
post-petition claims, and will be paid in the ordinary course.
Plus, claims of post-petition suppliers are given priority
administrative status under bankruptcy code to the extent any
bills are owed by us, so we encourage you to continue shipping to
our customers.

     We believe that a restructured balance sheet will strengthen
our business, giving us a solid foundation for continued growth
and success, and make Point to Point a better business partner for
you going forward.

     We recognize that these actions will affect you and your
business, and we regret that it was necessary for Point to Point
to take this action. You and your organization have been a part of
our success, and we thank you for your continued support and
patience as we work through this process. We believe we have a
strong future ahead of us, and our customer's suppliers play a
vital role in our future.

     We are committed to keeping you informed of developments at
Point to Point. In the meantime, if you have questions about this
or any other matter please call our customer service department at
972-277-5400 or our interim management consultants AGS Capital
at 317-895-2700, attention Scott Weaver.

                                     Sincerely,

                                     Your Point to Point Business
                                     Development Management Team

Based in Liberty, Missouri, Point to Point Business Development,
Inc. -- http://www.P2PMRO.com/-- says it helps clients lower  
costs through its maintenance, repair and operating (MRO) Web
platform which enables manufacturers to streamline the process of
supply ordering, reduce excess in inventory management, and more
efficiently manage supply chains.  Point to Point filed for
chapter 11 protection (Bankr. W.D. Mo. Case No. 05-44642) on
July 7, 2005.  Cynthia F. Grimes, Esq., at Grimes & Rebein, L.C.,
represents Point to Point.  The Debtor estimated at the time of
the chapter 11 filing that it had less than $50,000 in assets and
more than $1 million of debt.


PTV INC.: Defers Dividend Payment on 10% Series A Preferred Stock   
-----------------------------------------------------------------
PTV, Inc. did not pay the semi-annual dividend of $2.50 per share
on the Company's 10% Fixed Coupon Redeemable Preferred Stock,
Series A on its June 30, 2005 scheduled payment date.

The Company has determined that given the existence of certain
contingencies and other costs of operations, that it is
appropriate to defer payment of the dividend.  The Board of
Directors will continue to evaluate the Company's ability and the
appropriateness of paying the accumulated and future dividends
during the remainder of the year.

There is no requirement under the Company's charter to pay any
future dividends on its preferred stock and there is no assurance
that the Company will pay any future dividends.

                        About PTV Inc.  

PTV Inc. -- http://www.ptvinc.com/-- is a major new media company  
in the UK.  Its two principal assets in the UK are Premium TV Ltd.
and Two Way Media Ltd.  PTV is the leading football Internet
company in the country, hosting and managing sites for 84 football
clubs including Newcastle United and Rangers.

As a new media company, management plans to exploit new
opportunities to provide entertainment, sports content, fixed odds
betting services and consumer information services over
television, broadband internet, mobile telephones and other
devices.

In 2003, management sold assets, negotiated termination of
contracts, restructured certain operating assets and made
distributions to shareholders as part of a strategy to simplify
the company and restructure around its most attractive media
properties.


QUIKSILVER INC: Moody's Rates New $350 MM Sr. Unsec. Notes at B1
----------------------------------------------------------------
Moody's Investors Service assigned a rating of B1 to Quiksilver
Inc.'s proposed $350 million senior unsecured notes due 2015.  The
first time ratings of Quiksilver were issued in connection with
the company's plans to finance the acquisition of Rossignol SA.
Quiksilver is purchasing the equity for about $275 million cash,
2.2 million shares of stock valued at about $29 million.  Euro
26.5 million of the purchase price (about $34 million) is a
deferred payment which will be made no earlier than 2009.  These
ratings were assigned in conjunction with the bond rating:

   * Corporate Family Rating (formerly "Senior Implied Rating")
     of Ba3;

   * Senior unsecured bond rating of B1; and

   * Speculative Grade Liquidity Rating of SGL-3.

The ratings reflect:

   * Quiksilver's moderate leverage and reduced pro-forma
     profitability following the acquisition;

   * the operating challenge of integrating Rossignol; and

   * the fashion risk inherent in Quiksilver's core products.

While Quiksilver largely designs, sources and markets apparel,
Rossignol is primarily a manufacturer of sporting goods.  The
acquired company has largely different end markets, seasonal
patterns, and product sourcing than Quiksilver's core products.
Rossignol has also been a challenged business whose operating
profitability (normalized for reporting of foreign exchange
hedges) has been weak for several years and which has struggled
with cost and quality problems.

The ratings also incorporate the complexity of the Rossignol
acquisition, in which selling shareholders will continue to hold a
25% voting interest through 2009 and a 36% ownership of
Rossignol's Roger Cleveland subsidiary.  Quiksilver will be
obligated to purchase the shareholder's interests for amounts
which could exceed $50 million through a series of put and call
options.  Quiksilver is also expected pay out up to $100 million
in deferred payments for prior acquisitions over the next two
years.

The ratings are supported by:

   1) the very strong market presence and name recognition which
      both Quiksilver and Rossignol enjoy among end consumers, and
      which Moody's believes helps support the overall enterprise
      value;

   2) the potential benefits of product and geographic diversity
      which could result following a successful business
      integration; and

   3) the expectation that Quiksilver's domestic operations will
      continue to generate good stand-alone profitability and
      sufficient cash flow to service the issuer's operations and
      obligations.

The ratings assume that Quiksilver will rapidly effect the
corporate restructuring described in the offering memo which will
provide stronger protections to the debtholders.  These changes
include:

   * moving the U.S. operating entities to a single parent
     company;

   * adding Rossignol's domestic subsidiaries to the bond
     guarantors; and

   * rationalizing the international and domestic working capital
     facilities.

The rating of the bonds is one notch below the corporate family
rating.  This difference is caused by the complex corporate
structure following the acquisition, and reflects:

   1) that the bonds will be guaranteed only by Quiksilver and
      Rossignol's U.S. subsidiaries; and

   2) a significant amount of secured debt which will be
      outstanding at guarantors, and unsecured debt that will be
      outstanding at non-guarantor subsidiaries throughout the
      year.

Guarantors generated about $70 million of EBITDA for the last
twelve months, representing nearly half of pro-forma consolidated
EBITDA for the combined entity.  Noteholders have no direct claim
on non-guarantor subsidiaries which generate about half the
consolidated operating income and represent more than 60% of
tangible assets.

The rating outlook is stable, assuming that Quiksilver will
acquire at least 95% of Rossignol's common shares, and that
subsidiaries representing essentially all of the domestic
operations will guarantee the debt.  A failure to achieve these
goals could cause ratings to be revised as the existence of
minority shareholders could complicate the company's corporate
restructuring plans.  Note proceeds will be held in escrow unless
Quiksilver acquires at least 80% of Rossignol common shares by
October 2005.  Noteholders will be secured by the escrow account
until funds are released to finance the acquisition.

Over the longer term, ratings could rise if Quiksilver's combined
operating profit margin rises to the 9% level, indicating a
successful turnaround of Rossignol's operations and maintenance of
Quiksilver's standalone operating performance.  Quiksilver's
capital structure does not allow excess cash flow to be used to
pay down acquisition-related debt, although excess cash can be
used to pay down Rossignol debt and reduce working capital
borrowings.  

As a result, de-levering will have to come from internally
financed growth and improvement in operating performance.  Ratings
could fall if Quiksilver's experiences sales declines or if
operating profit margin or EBITDA margin falls below the 7% and
9.5% level, respectively, which the combined entity reported on a
pro-forma LTM basis.  Additional large acquisitions which increase
operating risk could also stress the ratings, as could the
inability to finance upcoming obligations out of operating cash
flow.

The note guarantees are senior, unsecured obligations of the
guarantors, ranking behind secured debt.  Per the indenture, each
of the guarantor and non-guarantor subsidiary groups will be
allowed secured debt equal to the greater of $300 million or an
amount equal to a defined borrowing base formula.  The result
greatly reduces tangible asset coverage for noteholders,
particularly as Rossignol needs to finance seasonal manufacturing
and distribution results in a high level of borrowings throughout
the year.

Most of the non-guarantor subsidiaries are Restricted Subsidiaries
for purposes of bond covenants.  Financial measures governing debt
incurrence and restricted payments are therefore determined on the
basis of the consolidated group rather than performance of the
guarantor subsidiaries, and monies can be transferred outside the
guarantor group to other Restricted Subsidiaries.

Pro-forma for the acquisition, Quiksilver's LTM operating profits
would have fallen by about $5 million and EBITDA margin would have
fallen from 12.2% to 9.5% as a result of Rossignol's operating
losses.  Cash flow from operations would have fallen by nearly $18
million due to increased interest costs and higher working capital
needs.  Pro-forma EBITDA less capex to interest would have been
about 2.7 times, reflecting satisfactory coverage.

Moody's estimates that coverage by Quiksilver's domestic
subsidiaries of their own debt and the bond interest (less capex)
will be about 1 time, indicating the need to receive dividends
from non-guarantor subsidiaries to finance Quiksilver's corporate
needs.

Quiksilver is assigned a speculative grade liquidity rating of
SGL-3, representing adequate liquidity.  The rating reflects:

   * the combined entities' seasonal working capital needs;

   * modest free cash flow generation expectations (Moody's
     projects free cash flow / debt will be under 2% for the next
     twelve months); and

   * limited sources of alternate liquidity as evidenced by the
     limited availability under the existing credit facilities.

The rating also reflects the need for Quiksilver to renegotiate
the credit lines for its Rossignol businesses, which are currently
in violation of a financial covenant which has been waived by
their banks.  The successful renegotiation of credit facilities
internationally may favorably impact the speculative grade
liquidity rating.

Quiksilver Inc., headquartered in Huntington Beach, California
designs, produces, and distributes apparel targeting a casual,
outdoor youth lifestyle.  Products include:

   * t-shirts,
   * shorts,
   * snowboardwear, and
   * accessories.

FY 2004 EBITDA was $158.8 million on $1, 266.9 million in sales.

Rossignol, headquartered in Voiron Cedex, France manufacturers:

   * skis,
   * snowboards,
   * boots, and
   * other winter sporting goods.

The company also manufactures Roger Cleveland Golf equipment.
Rossignol had FY 2005 revenues of Euro 467.5 million and an
operating loss of Euro 2.2 million.


RAYTECH CORP: Asbestos Trust Settles Environmental Claims
---------------------------------------------------------
The Raytech Corporation Asbestos Personal Injury Trust signed a
Supplemental Settlement Agreement with the U.S. Environmental
Protection Agency, the Connecticut Department of Environmental
Protection and FMC Corporation, shareholders who were the
environmental creditors of Raytech Corporation (NYSE: RAY) in its
2001 Chapter 11 reorganization.  The Trust intends to undertake a
going private transaction of Raytech.

The agreement, which supplements 2000 and 2001 agreements between
the Trust and the Environmental Creditors, calls for the
Environmental Creditors to sell to the Trust a total of 3,228,888
shares of common stock of Raytech (or approximately 7.7% of the
outstanding shares).  The Environmental Creditors will also assign
to the Trust their claims to certain assets of the bankruptcy
estates of Raymark Industries, Inc., Raymark Corporation and
Universal Friction Composites, formerly related companies of
Raytech, including their rights to recovery under an insurance
claim, and rights in Raytech tax benefits currently owned by the
Environmental Creditors pursuant to Raytech's reorganization in
2001.  The Trust will pay an aggregate cash purchase price of
$9,457,777 for the stock and the assignments.  Upon completion of
the settlement, the Trust will own approximately 90.6% of the
outstanding shares of Raytech.  Completion of the settlement is
conditioned upon, among other things, receiving the approval of
the United States Bankruptcy Court for the District of
Connecticut.  Raytech is not a party to the agreement.

After completing the stock purchase, the Trust intends to
undertake a short-form merger of Raytech into a newly created
subsidiary wholly owned by the Trust.  The Trust expects to
indirectly acquire of all of the outstanding shares of Raytech
common stock in the merger in consideration for a cash payment of
$1.32 per share for each share held by the unaffiliated public
stockholders of Raytech.  This price equals the closing sale price
per share of the Raytech common stock on July 6, 2005.

After the short-form merger, the Trust intends to seek to de-list
the Raytech common stock from trading on the New York Stock
Exchange, and to terminate the registration of the stock with the
Securities and Exchange Commission.

Raytech Corporation Asbestos Personal Injury Trust is the largest
shareholder of Raytech Corporation.  The Trust was formed as an
irrevocable trust with the approval of the United States
Bankruptcy Court.  The Trust's purpose is to use its assets and
income to make payments to people who were allegedly injured due
to exposure to products containing asbestos sold by Raytech.

Raytech Corporation is a worldwide manufacturer of wet and dry
clutch, power transmission and brake systems as well as specialty
engineered polymer matrix composite products and related services
for vehicular applications, including automotive OEM, heavy duty
on-and-off highway vehicles and aftermarket vehicular power
transmission systems.  Through two technology and research centers
and six manufacturing operations worldwide, Raytech develops and
delivers energy absorption, power transmission and custom-
engineered components focusing on niche applications where its
expertise and technological excellence provide a competitive edge.

Raytech Corporation, headquartered in Shelton, Connecticut,
operates manufacturing facilities in the United States, Germany,
England and China as well as technology and research centers in
Indiana and Germany.  The Company's operations are strategically
situated in close proximity to major customers and within easy
reach of geographical areas with demonstrated growth potential.


SAINT VINCENT: Has Interim Access to $15,000,000 of DIP Financing   
-----------------------------------------------------------------
The Honorable Prudence Carter Beatty of the U.S. Bankruptcy Court
for the Southern District of New York gave Saint Vincent Catholic
Medical Centers and its debtor-affiliates authority, on an
emergency basis, to draw up to $15,000,000 under a Debtor-in-
Possession Financing agreement with HFG Healthco-4 LLC, until the
conclusion of the Interim DIP Financing Hearing on July 22, 2005.

Saint Vincent Catholic Medical Centers' ability to use their
secured creditors' cash collateral won't provide sufficient
liquidity to pay all postpetition obligations and carry the
healthcare system through the chapter 11 process.  The Debtors
need access to a fresh source of working capital financing.  
Without prompt access to new credit, the Debtors' suppliers and
third party vendors will likely refuse to sell critical supplies
on reasonable trade terms.  Without supplies, the Debtors can't
serve patients.  Without patients, the Debtors will be out of
business and their going concern value will erode.

Prior to the Petition Date, Stephen B. Selbst, Esq., at McDermott
Will & Emery LLP relates, the Debtors solicited postpetition
financing proposals from numerous financial institutions,
including HFG Healthco-4 LLC.  The Debtors have determined that
HFG's proposal presented the best available financing package,
based upon price, commitment amount, and other factors.

Pursuant to a Loan and Security Agreement, dated July 5, 2005,
HFG agrees to provide Saint Vincents Catholic Medical Centers of
New York, doing business as Saint Vincent Catholic Medical
Centers, up to $100,000,000 million of revolving debtor-in-
possession credit.  

CMC Physician Services, P.C., CMC Radiological Services P.C., and
CMC Cardiology Services P.C. will guarantee repayment of SVCMC's
obligations under the DIP Agreement.

The proposed Postpetition Financing will be advanced in three
stages:

   -- $15,000,000 on an emergency basis;

   -- an amount to be agreed upon on an interim basis to cover
      budgeted shortfalls through July and August; and

   -- access to the full $100,000,000 upon final Bankruptcy Court
      approval of the DIP Agreement.  

The Debtors will use the DIP loan proceeds to:

   (a) repay approximately $35 million of Prepetition Debt owed
       to HFG HealthCo-4 LLC as of June 30, 2005;

   (b) fund ongoing working capital and general corporate needs
       during their Chapter 11 cases;

   (c) pay the fees, costs, expenses, and disbursements of
       professionals retained by the Debtors and any statutory
       committees appointed in the Chapter 11 cases; and

   (d) pay the costs and expenses of members of the Committees as
       approved by the Court, and other bankruptcy-related costs
       as allowed by the Court, including amounts payable
       pursuant to 28 U.S.C. Sec. 1930(a)(6) and any fees payable
       to the Clerk of the Bankruptcy Court; and

   (e) pay the fees and expenses owed to the Lenders under the
       DIP Agreement and all related agreements, instruments, and
       documents.

                         Maturity Date

The DIP Facility is scheduled to expire on January 5, 2007.  The
Debtors can elect to terminate the facility on July 5, 2006, by
delivering a notice to that effect by May 5, 2006.  The Debtors
can extend the maturity date to July 5, 2007, by filing a plan of
reorganization acceptable to the DIP Lenders.  

                       Interest and Fees

SVCMC will pay interest at a rate of 350 basis points over LIBOR
on every dollar borrowed from the DIP Lenders.  In the event of a
default, the interest rate payable on DIP Loans jumps 2.5%.  

SVCMC promises to pay the DIP Lenders a variety of fees as well:

    -- a 0.50% annual Commitment Fee on every dollar not
       borrowed from the DIP Lenders;

    -- a 0.20% monthly Collateral Manager's Fee on every dollar
       borrowed;

    -- a one-time $375,000 Facility Fee;

    -- an additional $125,000 Facility Fee on the date that
       the Borrowing Limit exceeds $75,000,000;  

    -- a $250,000 Facility Extension Fee if the facility is
       extended beyond July 5, 2006;

    -- a $250,000 Facility Extension Fee if the facility is
       extended beyond January 7, 2007;

    -- $25,000 quarterly Agent Fees;

    -- a $1,000,000 Exit Fee payable on the Maturity Date (which
       may be credited dollar-for-dollar against new fees payable
       under an exit facility extended by the DIP Lenders).

                        Borrowing Base

The actual amount the Debtors may borrow at any time, subject to
the DIP Lenders' option to extend overadvances at a 2% premium
(i.e., 550 basis points over LIBOR), is limited by a Borrowing
Base equal to:

    (1) 80% of the Expected Net Value of Eligible Receivables,
        minus

    (2) the Carveout, minus

    (3) such other reserves as established by the Lender in its
        reasonable discretion in consultation with the Borrower
        and based on actual collection activity of or claims that
        may be asserted against the Receivables, minus

    (4) a Liquidity Reserve Amount ($3,000,000 initially, and
        rising to $20,000,000 over time).

Eligible Receivables are further limited based on the identity of
the Payor:
                                                     Maximum
         Obligor                                   Eligibility
         -------                                   -----------
         Medicare                                       50.0%
         Medicaid                                       25.0%
         Blue Cross/Blue Shield                          6.0%
         an AAA rated (non-governmental) Obligor        10.0%
         an AA rated (non-governmental) Obligor          6.0%
         an A rated (non-governmental) Obligor           4.0%
         a BBB rated (non-governmental) Obligor          3.0%
         BBB rated (non-governmental) Obligors          25.0%
         an unrated (non-governmental) Obligor           0.5%
         unrated (non-governmental) Obligors            15.0%

and no single Eligible Receivable may exceed $100,000 for
purposes of calculating the Borrowing Base.  

              Voluntary and Mandatory Reductions

SVCMC may on any Funding Date reduce the outstanding principal
amount of the Revolving Loan; provided, however, that the Debtor
will provide the Agent and the Program Manager with at least two
weeks' prior written notice to the extent the reduction will be
more than $10,000,000.

SVCMC will apply 100% of all Net Proceeds from any (i) Division
Sale or (ii) Asset Sale in reduction of the Revolving Loan, and
the Liquidity Reserve Amount will automatically be increased by
the Net Proceeds, provided, that the aggregate amount of all
additions to the Liquidity Reserve will not exceed $10,000,000.

           Protection to Secured Creditors & Lenders

In the ordinary course of business, the Debtors pay amounts due
from various loans to secured creditors using the accounts
receivables generated from the Debtors' operations.  As
previously reported, the Debtors asked the Court's permission to
use the funds ordinarily paid to the Secured Creditors.  The
Debtors excluded the cash collateral of Comprehensive Cancer
Corporation of New York because the CCC's receivables are not
generated by the Debtors.

In exchange for the use of the Cash Collateral, the Debtors will
provide Replacement Liens, as well as a Superpriority
Administrative Expense Claim to Secured Creditors.  

The Debtors' obligations to the Lenders under the will be secured
by:

   (a) liens, as defined pursuant to Section 364(c) of the
       Bankruptcy Code on, and security interests in, all of the
       Collateral that does not constitute Prepetition
       Collateral, subject and junior only to:

         (i) the $200,000 Carve-out for fees to the U.S. Trustee
             the Clerk of the Court, and all Chapter 11
             professionals;

        (ii) the Senior Permitted Non-Receivables Liens, and

       (iii) the Replacement Liens in the Collateral, and

   (b) priming Liens under Section 364(d) on, and security
       interests in, all of the Collateral that constitutes
       Prepetition Collateral, senior in priority to the Junior
       Permitted Liens, and subject and junior only to:

         (i) the Senior Permitted Receivables Liens, and

        (ii) the Carve-out.

         Super-Priority Administrative Expense Claims

As additional security for the Agent and the Lenders, the
Postpetition Financing will have priority in accordance with the
provisions of Section 364(c)(1) over all administrative expenses
of the kind specified in Section 503(b) or 507(b), subject and
subordinate only to the Carve-out.

As additional security for the Secured Creditors, the claims of
the Secured Creditors will have priority over all administrative
expenses of the kind specified in Section 503(b) or 507(b) of the
Bankruptcy Code, provided that the Secured Creditors claims will
be subject and junior to the Superpriority Claim of the Agent and
the Carve-out.

                 Covenants & Default Triggers

In addition to customary covenants between a commercial borrower
and its lender, the Debtors promise the DIP Lenders that:

   (1) The Debtors' Loss-to-Liquidation Ratio (i.e., the ratio of
       (x) the Expected Net Value of all Eligible Receivables
       which defaulted in a given month to (y) Collections on all
       Eligible Receivables in that month) will not exceed 3% in
       any single month;

   (2) The arithmetic average of the Loss-to-Liquidation Ratios
       for any three-month period will not exceed 1%;

   (3) The Debtors' Receivables Delinquency Ratio will not
       exceed 13%;

   (4) The Debtors will maintain a minimum Consolidated Net
       Worth in amounts to be determined on a quarterly basis;

   (5) The Debtors will report minimum levels of Consolidated
       EBIDA in amounts to be determined on a quarterly basis;

   (6) The Debtors' Accounts Receivable Turnover (i.e., the
       quotient obtained by dividing (i) net patient revenue
       exclusive of capitation contracts, charity care, GME pool
       and similar revenues not resulting in Receivables of the
       Borrower, its Subsidiaries and the Approved Guarantors for
       the 12-month period then ended, by (ii) net accounts
       receivable) will be no greater than 5.25;

   (7) The Debtors will maintain a Consolidated Fixed Charge
       Coverage Ratio that is no less that is no less than:

                                                Minimum
           For the Fiscal                 Consolidated Fixed
           Quarter Ending               Charge Coverage Ratio
           --------------               ---------------------
           June 30, 2005                         0.44
           September 30, 2005                    0.70
           December 31, 2005                     0.93
           March 31, 2006                        0.93
           June 30, 2006                         0.93
           September 30, 2006                    0.93
           December 31, 2006                     0.93
           March 31, 2007                        0.93
           June 30, 2007                         0.93

   (8) The Debtors will maintain minimum levels of Consolidated
       Tangible Net Worth in amounts to be determined on a
       quarterly basis; and

   (9) The Debtors will limit their Capital Expenditures to
       amounts to be determined for any fiscal quarter and in any
       consecutive four fiscal quarter period.

                   Extraordinary Provisions

The Debtors disclose that the HFG DIP Facility includes three
Extraordinary Provisions:

   (A) All Prepetition Debt of the Prepetition Lender will be
       rolled up into the Postpetition Facility, such that all
       Prepetition Debt will be deemed to constitute Lenders'
       Debt that is valid, binding, and enforceable against the
       Debtors as set forth in the Loan Documents and that all
       Prepetition Debt will be repaid on the Initial Funding
       Date;

   (B) Upon the entry of an Emergency, Interim and Final Order
       that so provides, the surcharge provisions of Section
       506(c) will not be imposed upon the Agent, the Lenders or
       any of their property or collateral; and

   (C) Each other party including, the committees appointed in
       the Debtors' Chapter 11 cases, will have  waived any right
       to challenge the validity, enforceability, perfection and
       priority of the Prepetition Debt, the Agent's security
       interest interests in and Liens on the Prepetition
       Collateral, the Lender Debt and any Lien or security
       interest granted, unless that party commences in the Court
       an adversary proceeding challenging such validity,
       enforceability, perfection and priority on or before the
       later of:

         (i) September 30, 2005, and

        (ii) with respect only to a Challenging Action initiated
             by the Committee, 60 days after appointment of
             counsel for the Committee.

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

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

Headquartered in New York, New York, Saint Vincent Catholic
Medical Centers -- http://www.svcmc.org/-- the largest Catholic  
healthcare providers in New York State, operate hospitals, health
centers, nursing homes and a home health agency.  The hospital
group consists of seven hospitals located throughout Brooklyn,
Queens, Manhattan, and Staten Island, along with four nursing
homes and a home health care agency.  The Company and six of its
affiliates filed for chapter 11 protection on July 5, 2005 (Bankr.
S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary Ravert, Esq.,
and Stephen B. Selbst, Esq., at McDermott Will & Emery, LLP,
represent the Debtors in their restructuring efforts.  As of
Apr. 30, 2005, they listed $972 million in total assets and
$1 billion in total debts.  (Saint Vincent Bankruptcy News, Issue
No. 02; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENT: Hires Speltz & Weis as Financial Advisor  
-------------------------------------------------------
On April 13, 2004, Saint Vincent Catholic Medical Centers and its
debtor-affiliates engaged Speltz & Weis LLC to provide certain
management advisory services in connection with their financial
restructuring.  Since that date, the employees of the Firm have
served in various executive and managerial capacities for the
Debtors.  Among others, David E. Speltz has served as the Chief
Executive Officer of the Debtors, Timothy C. Weis has served as
Chief Financial Officer and Robert R. Fanning has served as Chief
Operating Officer.

In line with the engagement, Speltz has developed a great deal of
institutional knowledge regarding the Debtors' operations,
finance and systems.  In addition, the Firm has assessed the
Debtors' operations and developed a turnaround plan in 2004,
which was supplemented with a restructuring plan in June 2005 and
is in the process of implementing those plans.

The Debtors seek to retain the services of Speltz in their
Chapter 11 cases.  Speltz will:

   (a) assess and control cash expenditures to build cash;

   (b) assess and implement other strategies to convert non-core
       assets to cash and to achieve accommodations from
       important stakeholders to provide required liquidity while
       the financial operations are being stabilized;

   (c) assess and implement improvements in all revenue cycle
       functions;

   (d) develop weekly or bi-weekly routine reports and
       communications with creditors;

   (e) review and implement changes related to all other
       financial functions;

   (f) assess and place interim changes regarding medical staff
       morale, admissions, recruitment, retention, compensation,
       and contracts;

   (g) assess and implement changes regarding medical staff
       morale, admissions, recruitment, retention, compensation               
       and contracts;

   (h) review and recommend to the Board of Directors elements of
       a written partnership agreement with union partners;

   (i) review and implement changes as required in clinic and
       employed physician operations;

   (j) review and implement changes as needed in long term and
       home care operations;

   (k) assess and implement changes as needed related to non-
       labor related expenses;

   (l) assess and implement recommendations related to staffing
       and productivity;

   (m) review, recommend and implement options regarding transfer
       of various assets to alternative sponsors;

   (n) develop and implement program and business strategies to
       improve top line revenue; and

   (o) develop a time sensitive and quantifiable turnaround plan.

Speltz will receive a $274,200 monthly fee for its restructuring
services.  In addition, the Firm will be paid for the services of
additional personnel via either:

   (i) a monthly fee for each full-time employee providing
       services to the Debtors, or

  (ii) at its standard hourly rates for personnel providing these
       additional services to the Debtors.

The customary rates of the Firm's professionals are:

           Professional                       Hourly Rate
           ------------                       -----------
           Principal                          $540
           Director                           $450
           Sr. Operations/Finance Associate   $335 - $350
           Sr. Revenue Cycle Associate        $290
           Senior Analyst Associate           $270 - $290
           IT Associate                       $270
           Revenue Cycle Associate            $150 - $180
           Finance/Accounting Associate       $180 - $190

Prior to the Petition Date, consistent with its ordinary
practices, the Debtors paid Speltz $811,900 in anticipation of
the services that the Firm will have performed by July 2005.

Timothy C. Weis, managing director at Speltz, assures the Court
that the Firm or its professionals do not have any connection
with the Debtors or the parties-in-interest, except that:

   (i) the Firm may have served in the past or present as a
       professional person in other matters, wholly unrelated to
       the Debtors or their Cases; and

  (ii) the Firm was acquired by Huron Consulting Group Inc., on
       May 9, 2005, and a subsidiary, Huron Consulting Services
       LLC, has applied to act as the Debtors' financial
       advisors.

Speltz is a materially "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b).  Speltz neither holds nor represents an interest
adverse to the Debtors within the meaning of Section 327(a).

Headquartered in New York, New York, Saint Vincent Catholic
Medical Centers -- http://www.svcmc.org/-- the largest Catholic   
healthcare providers in New York State, operate hospitals, health
centers, nursing homes and a home health agency.  The hospital
group consists of seven hospitals located throughout Brooklyn,
Queens, Manhattan, and Staten Island, along with four nursing
homes and a home health care agency.  The Company and six of its
affiliates filed for chapter 11 protection on July 5, 2005 (Bankr.
S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary Ravert, Esq.,
and Stephen B. Selbst, Esq., at McDermott Will & Emery, LLP,
represent the Debtors in their restructuring efforts.  As of
Apr. 30, 2005, they listed $972 million in total assets and
$1 billion in total debts.  (Saint Vincent Bankruptcy News,
Issue No. 02; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENT: Organizational Meeting Scheduled for July 18
-----------------------------------------------------------
The United States Trustee for the Southern District of New York,
Deirdre A. Martini, will convene an organizational meeting of
Saint Vincent Catholic Medical Centers and its debtor-affiliates'
largest unsecured creditors on July 18, 2005, at 2:00 p.m.  The
meeting will held in Doubletree Guest Suites at 1568 Broadway in
New York City.

Tracy Hope Davis, trial attorney for the U.S. Trustee, explains
that the sole purpose of the meeting will be to form one or more
committees of unsecured creditors in SVCMC's Chapter 11 cases.  
"This is not the meeting of creditors pursuant to Section 341 of
the Bankruptcy Code," Ms. Davis emphasizes.

Ms. Davis relates that a representative of the Debtors will attend
and provide background information regarding the cases.

Headquartered in New York, New York, Saint Vincent Catholic
Medical Centers -- http://www.svcmc.org/-- the largest Catholic   
healthcare providers in New York State, operate hospitals, health
centers, nursing homes and a home health agency.  The hospital
group consists of seven hospitals located throughout Brooklyn,
Queens, Manhattan, and Staten Island, along with four nursing
homes and a home health care agency.  The Company and six of its
affiliates filed for chapter 11 protection on July 5, 2005 (Bankr.
S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary Ravert, Esq.,
and Stephen B. Selbst, Esq., at McDermott Will & Emery, LLP,
represent the Debtors in their restructuring efforts.  As of
Apr. 30, 2005, they listed $972 million in total assets and
$1 billion in total debts.  (Saint Vincent Bankruptcy News,
Issue No. 02; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SATELITES MEXICANOS: Asks Court to Dismiss Involuntary Petition
---------------------------------------------------------------
Satelites Mexicanos, S.A. dec C.V., asks the U.S. Bankruptcy Court
for the Southern District of New York to dismiss the involuntary
chapter 11 petition filed by a group of secured and unsecured
noteholders holding in excess of $379 million of the Debtor's
outstanding notes.

The Debtor tells the Court that substantially all of its assets
and operations are located in Mexico and that it has no offices or
employees in the United States.  The Debtor said it has de minimis
assets in the United States consisting of less than $500,000 in
cash used to retain its professionals.  Satmex wants the Court to
dismiss the case because the majority of its non-bondholder
creditors are located in Mexico.  Also, substantially all of
Satmex's contracts and obligations are governed by Mexican law or
laws of countries other than the United States.  

Satmex's principal indebtedness includes:

     (i) $320 million in principal amount of high yield bonds due
         November 2004, issued on Feb. 2, 1998, between Satmex and
         The Bank of New York as Indenture Trustee; and

    (ii) $203.4 million in principal amount of senior secured
         floating rate notes due June 2004, issued on March 4,
         1998, between Satmex and Citibank, N.A., as Indenture
         Trustee.

As of May 25, 2005, the full principal amount and certain accrued
and unpaid interest remained outstanding on the high yield bonds
and the floating rate notes.

                          Menoscabo Default

In 1997, Firmamento Mexicano, S. de R.L. de C.V., a joint venture
between Loral Space & Communication, Ltd., and Principia, S.A. de
C.V., consummated an acquisition of 75% of the then-issued
outstanding capital stock of Satmex from the Mexican government.  
As a result, Satmex became a wholly owned direct subsidiary of
Servicios Corporativos Satelitales, S.A. de C.V., which is in turn
a wholly owned subsidiary of Firmamento.  The remaining 25% of
Satmex's outstanding capital stock, at the time, was retained by
the Mexican government.

In connection with the purchase, Servicios agreed to pay the
Mexican government $125.1 million plus interest, which is
reflected in a promissory note referred to as a Menoscabo.  
Payment of the Menoscabo is secured by Loral's and Principia's
interests in Firmamento.  The Mexican government, which currently
owns 23.57% of Satmex's outstanding common stock, indirectly holds
a security interest in another 70.71% equity interest in Satmex as
collateral securing the Menoscabo.  

On Sept. 30, 2003, Servicios defaulted on the Menoscabo debt.  As
a result of the default, the Mexican government could initiate
proceedings against Servicios, which may include foreclosure on
the Firmamento equity and possibly transfer of that equity.  The
Menoscabo default also constituted a default under the indentures.

                   Mexican Bankruptcy Filing  

On June 29, 2005, the Debtor filed a voluntary concurso mercantil
in Mexico to the dismay of the U.S. bondholders.

As reported in the Troubled Company Reporter on July 1, 2005, the
creditors believed that Satmex may have filed a voluntary concurso
mercantil not because it is in the best interest of the Company
and its customers but rather due to pressure from the Mexican
government.  The creditors' belief is due to Mexican press reports
suggesting that officials of Mexico's Ministry of Transportation
and Communications have pressured the Company into a concurso
mercantil filing to allow the Mexican Government to extract value
from Satmex for a debt that is owed to the Mexican Government not
by Satmex but rather by Satmex's parent company, Servicios
Corporativos.

These press reports suggest that SCT officials want the Satmex
restructuring to proceed in Mexico where they believe the
Menoscabo and the Mexican Government's position as minority
shareholder will be treated more favorably than in a U.S. court.
The creditors stressed that their U.S. Chapter 11 restructuring
plan would not compromise the Menoscabo debt owed by Servicios
Corporativos.  On the contrary, the creditors fully support the
payment in full of the Mexican Government's Menoscabo debt ahead
of any distributions to Satmex shareholders.

Given that the Menoscabo debt would not be compromised under the
proposed Chapter 11 restructuring plan, the creditors are
surprised that the Mexican Government, a shareholder in the
Company, would not consider and respond to the creditors'
proposal, which has the support and approval of more than two-
thirds of Satmex's creditors and which would quickly provide the
Company with badly-needed new financing.

Headquartered in Mexico, Satelites Mexicanos, S.A. de C.V.,
derives over 50% of its revenues from United States business, and
all of the Company's over US$500 million in debt was issued in the
United States and is governed by New York law.  The Company's
largest shareholder, Loral Space & Communications Ltd., is a
United States public company also undergoing a Chapter 11
reorganization in the U.S. Bankruptcy Court for the Southern
District of New York.  The Company is forced into chapter 11 by
a group of secured and unsecured noteholders on May 25, 2005
(Bankr. S.D.N.Y. Case No. 05-13862).  The noteholders are
represented by Wilmer Cutler Pickering Hale and Dorr LLP and Akin
Gump Strauss Hauer & Feld LLP.  On June 29, 2005, the Debtor filed
a voluntary concurso mercantil to restructure under Mexican laws.


SATELITES MEXICANOS: Bondholders Will Contest U.S. Case Dismissal
-----------------------------------------------------------------
The ad hoc committees of holders of:

   -- the Senior Secured Floating Rate Notes due 2004 and
   -- the 10-1/8% Senior Notes due 2004,

of Satelites Mexicanos, S.A. de C.V., will contest the Company's
motion to dismiss the involuntary chapter 11 petition they filed
in the U.S. Bankruptcy Court for the Southern District of New York
on May 25, 2005.  The noteholders are made up of U.S.-based
creditors holding more than two-thirds in amount of Satmex's
outstanding debt.

In a press statement, Satmex said:

   "The Motion to Dismiss is in furtherance of the strategy of the
   Mexican government to force the restructuring of Satmex into
   the Mexican courts where the government has extraordinary
   powers that will enable it to obtain unfairly favorable
   treatment for a debt owed to the government by the shareholders
   of Satmex.

   "The Creditors reiterate their belief that the United States is
   the proper venue for a court-supervised restructuring.  Satmex
   chose to avail itself of the U.S. capital markets by issuing
   debt in the U.S. that is governed by U.S. law.  Satmex also
   agreed that the Southern District of New York would have
   jurisdiction over any legal proceedings relating to the bond
   debt, which is the only debt of Satmex that would be
   compromised under the proposed restructuring in the U.S.

   "The Creditors believe that the Satmex motion to dismiss sends
   a chilling message to international investors.  The Company
   agreed to U.S. jurisdiction for legal proceedings related to
   its bond debt and is attempting to go back on that agreement
   now that this debt needs to be restructured.

   "Given that the Government's debt, the so-called Menoscabo, is
   not a debt of Satmex and therefore would not be compromised
   under the proposed U.S. restructuring, the Mexican Government's
   position and the Company's motion to dismiss serve only to
   further delay the injection of necessary capital into the
   Company and harm the creditors and other Satmex constituencies.

   "The Mexican Government's refusal to consider the Creditors'
   restructuring proposal ignores the rights of Satmex creditors
   and the financial well being of the Company.  Under the U.S.    
   Bankruptcy Code and the proposal put forth by the Creditors, a
   fair and equitable restructuring in accordance with creditors'
   economic interests can be accomplished in as little as 90 days.
   This would quickly provide Satmex with badly-needed new
   financing sufficient to launch Satmex 6.

   "The U.S. Chapter 11 proceedings will not interfere with the
   Mexican Government's right to review the restructuring for
   compliance with regulatory requirements.  The U.S.-based
   restructuring will be subject to all regulatory requirements of
   Mexico and the United States.  Therefore, there appears to be
   no practical reason for the Mexican Government to oppose a
   U.S.-based restructuring and there is no legal requirement that
   this restructuring take place in Mexico.  The Mexican
   Government and Satmex have not provided any compelling reason
   for moving this restructuring to Mexico nor have they explained
   how a successful and expedient restructuring could be
   accomplished there.

   "Satmex emphasizes in its motion the importance of its
   satellite services to Mexico's national security and defense.  
   The Company states that it is 'the largest provider of the
   Satellite services to the Mexican government' and says that
   those services are 'crucial to the Mexican government's
   national security and defense operations.'

   "The importance of Satmex to Mexico makes it even more crucial
   that Satmex restructure its debt as quickly as possible so that
   it can launch Satmex 6.  A U.S. Chapter 11 restructuring
   provides the most expedient form for accomplishing those goals
   while assuring Satmex's continued viability and preserving all
   of the Mexican government's rights as a regulator.

   "By comparison, an expedient restructuring in Mexican courts
   under Concurso Mercantil is highly unlikely given the fact that
   two years of discussions in Mexico between shareholders and
   management have yet to result in a financial solution.  Neither
   the Company nor the Government have offered or negotiated a
   reasonable alternative to the Creditors' proposals since they
   were presented in December 2004.

   "Another concern is the role of Mexico's Ministry of
   Transportation and Communications.  As a regulator SCT receives
   extraordinary powers to appoint the judicial official to
   oversee a Concurso Mercantil, a position which could permit SCT
   to continue to hold the restructuring hostage to the payment of
   the Menoscabo, a debt owed to the Mexican Government not by
   Satmex but rather by Satmex's parent company, Servicios
   Corporativos.

   "The restructuring proposal, agreed to by U.S.-based Creditors
   holding more than two-thirds in amount of the outstanding debt
   of Satmex, includes significant concessions by the bondholders
   and treats existing shareholders of Satmex, including the
   government, very generously by preserving a significant equity
   stake for them.

   "The proposal would leave the shareholders with an ongoing
   equity stake in a restructured Satmex sufficient to allow them
   to restructure the Menoscabo debt obligation to the Mexican
   Government on terms acceptable to the Government.  The
   Creditors fully support payment of the Menoscabo prior to any
   payments to the ultimate shareholders of Satmex.

Evercore Partners is the financial advisor to the Senior Secured
Floating Rate noteholders.  Chanin Capital Partners is the
financial advisor to the 10-1/8% Senior noteholders.

Headquartered in Mexico, Satelites Mexicanos, S.A. de C.V.,
derives over 50% of its revenues from United States business, and
all of the Company's over US$500 million in debt was issued in the
United States and is governed by New York law.  The Company's
largest shareholder, Loral Space & Communications Ltd., is a
United States public company also undergoing a Chapter 11
reorganization in the U.S. Bankruptcy Court for the Southern
District of New York.  The Company is forced into chapter 11 by
a group of secured and unsecured noteholders on May 25, 2005
(Bankr. S.D.N.Y. Case No. 05-13862).  The noteholders are
represented by Wilmer Cutler Pickering Hale and Dorr LLP and Akin
Gump Strauss Hauer & Feld LLP.  On June 29, 2005, the Debtor filed
a voluntary concurso mercantil to restructure under Mexican laws.


SEARS HOLDINGS: Distributes 24.4 Million Shares to Claimants
------------------------------------------------------------
Sears Holdings Corporation "continues to make progress in the
reconciliation and settlement of various classes of claims
associated with the discharge of Kmart Corporation's liabilities
subject to compromise pursuant to the Plan of Reorganization,"
William K. Phelan, Sears Holdings' Vice President and Controller,
discloses in a regulatory filing with the Securities and Exchange
Commission.

Since June 30, 2003, 24.4 million shares of the 31.9 million
shares, which had been set aside for distribution, have been
distributed to holders of Class 5 claims and $4 million in cash
has been distributed to holders of Class 7 claims.

Mr. Phelan says that due to the significant volume of claims filed
as of June 8, 2005, it is premature to estimate with any degree of
accuracy the ultimate allowed amount of claims for each class of
claims under the Plan.  Accordingly, Sears Holdings' current
distribution reserve for Class 5 claim settlements is 15% of the
total shares expected to be distributed.  Differences between
amounts filed and Sears Holdings' estimates are being investigated
and will be resolved in connection with its claims resolution
process.  In this regard, Mr. Phelan notes that the claims
reconciliation process may result in material adjustments to
current estimates of allowable claims.

During the first quarter 2005, Sears Holdings reduced the
distribution reserve from 20% to 15%, resulting in the
distribution of 1.5 million additional shares to claimants who had
previously received shares for allowed claims.  As a result, Kmart
received an additional 66,889 shares in the first quarter as a
result of bankruptcy-related settlements entered into prior to the
April 1, 2005, distribution date in which Sears Holdings was
assigned Class 5 claims.

The remaining shares in the distribution reserve will be issued to
claimants on a pro-rata basis if, on settlement of all claims, the
ultimate amount allowed for Class 5 claims is consistent with the
Plan, Mr. Phelan says.

Sears Holdings Corporation -- http://www.searshc.com/-- is the  
nation's third largest broadline retailer, with approximately
$55 billion in annual revenues, and with approximately 3,800
full-line and specialty retail stores in the United States and
Canada.  Sears Holdings is the leading home appliance retailer as
well as a leader in tools, lawn and garden, home electronics and
automotive repair and maintenance.  Key proprietary brands include
Kenmore, Craftsman and DieHard, and a broad apparel offering,
including such well-known labels as Lands' End, Jaclyn Smith and
Joe Boxer, as well as the Apostrophe and Covington brands.  It
also has Martha Stewart Everyday products, which are offered
exclusively in the U.S. by Kmart and in Canada by Sears Canada.
(Kmart Bankruptcy News, Issue No. 97; Bankruptcy Creditors'
Service, Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on March 31, 2005,
Moody's Investors Service affirmed the Ba1 senior implied rating
of Sears Holding Corporation.  Moody's said the rating outlook is
stable.

Ratings assigned:

     Sears Holdings Corporation

        * Senior implied rating at Ba1;
        * Senior unsecured issuer rating at Ba1; and
        * $4 billion senior secured revolving credit facility
          at Baa3.

As reported in the Troubled Company Reporter on March 30, 2005,
Fitch Ratings assigned a 'BB' rating to Sears Holdings senior
unsecured debt, with a negative outlook.

At the same time, Standard & Poor's assigned its 'BB+' corporate
credit rating to Sears Holdings, with a negative outlook.


SEARS HOLDINGS: Kmart Inks Preliminary Footstar Settlement Pact
---------------------------------------------------------------
Kmart Corporation, a subsidiary of Sears Holdings Corporation
(Nasdaq: SHLD), entered into an agreement with Footstar, Inc.,
providing for a comprehensive settlement of the litigation pending
in Footstar's bankruptcy case concerning the assumption of the
Master Agreement that grants Footstar a license to operate the
footwear departments in all Kmart stores.

The settlement provides for Footstar to assume an amended and
restated Master Agreement.  

Tom Becker at Bloomberg News explains the economic details
underpinning the new agreement:

    -- Footstar will make a one-time $45 million "cure" payment to
       Kmart to resolve existing claims for unpaid dividends,
       return of capital and damages;

    -- Going forward, Footstar will pay Sears:

       -- 14.7% of gross sales; plus

       -- $23,500 per Kmart location from which it sells shoes;
          and

    -- Sears will no longer receive 49% of Footstar's profits.

The amended and restated Master Agreement shortens the remaining
term of the relationship from a December 31, 2012, expiration to a
December 31, 2008, expiration date.  

The settlement is subject to the approval of the Bankruptcy Court
presiding over Footstar's bankruptcy.  A hearing on the matter is
scheduled for August 18, 2005.

Headquartered in West Nyack, New York, Footstar Inc., retails
family and athletic footwear.  As of August 28, 2004, the Company
operated 2,373 Meldisco licensed footwear departments nationwide
in Kmart, Rite Aid and Federated Department Stores.  The Company
also distributes its own Thom McAn brand of quality leather
footwear through Kmart, Wal-Mart and Shoe Zone stores.  The
Company and its debtor-affiliates filed for chapter 11 protection
on March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-22350).  Paul M.
Basta, Esq., at Weil Gotshal & Manges represents the Debtors in
their restructuring efforts.  When the Debtor filed for chapter 11
protection, it listed $762,500,000 in total assets and
$302,200,000 in total debts.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.kmart.com/-- a wholly owned  
subsidiary of Sears Holdings Corporation, is a mass merchandising
company that offers customers quality products through a portfolio
of exclusive brands that include Thalia Sodi, Jaclyn Smith, Joe
Boxer, Martha Stewart Everyday and Route 66.  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.

Sears Holdings Corporation -- http://www.searshc.com/-- is the  
nation's third largest broadline retailer, with approximately
$55 billion in annual revenues, and with approximately 3,800
full-line and specialty retail stores in the United States and
Canada.  Sears Holdings is the leading home appliance retailer as
well as a leader in tools, lawn and garden, home electronics and
automotive repair and maintenance.  Key proprietary brands include
Kenmore, Craftsman and DieHard, and a broad apparel offering,
including such well-known labels as Lands' End, Jaclyn Smith and
Joe Boxer, as well as the Apostrophe and Covington brands.  It
also has Martha Stewart Everyday products, which are offered
exclusively in the U.S. by Kmart and in Canada by Sears Canada.
(Kmart Bankruptcy News, Issue No. 96; Bankruptcy Creditors'
Service, Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on March 31, 2005,
Moody's Investors Service affirmed the Ba1 senior implied rating
of Sears Holding Corporation.  Moody's said the rating outlook is
stable.

Ratings assigned:

     Sears Holdings Corporation

        * Senior implied rating at Ba1;
        * Senior unsecured issuer rating at Ba1; and
        * $4 billion senior secured revolving credit facility
          at Baa3.

As reported in the Troubled Company Reporter on March 30, 2005,
Fitch Ratings assigned a 'BB' rating to Sears Holdings senior
unsecured debt, with a negative outlook.

At the same time, Standard & Poor's assigned its 'BB+' corporate
credit rating to Sears Holdings, with a negative outlook.


SOLUTIA INC: Asks Court to Approve Astaris Sale Agreement
---------------------------------------------------------
Astaris LLC, formed in April 2000, is a joint venture created by
Solutia, Inc., and FMC Corporation, each holding a 50% equity
interest in the company.  Astaris' management operates Astaris as
an autonomous business entity pursuant to a joint venture
agreement between Solutia Inc. and FMC, and a limited liability
company agreement.  Pursuant to the Management Agreements,
Solutia and FMC each appoints three of the six members of
Astaris' board of managers.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
relates that Astaris is one of the leading manufacturers of
phosphates and phosphate-related compounds in North America.
Astaris converts raw phosphorus material into phosphate salts and
other phosphate-related compounds.  Its customers use those
derivatives as valuable functional ingredients to impart
desirable characteristics to food and industrial products.  As
industrial additives or ingredients, phosphates improve the
solubility of cleaning solutions and can also be used to treat
water and impart enhanced properties in asphalt.

Astaris has about 550 full-time employees, and owns and operates
facilities in Carondolet, Missouri; Carteret, New Jersey;
Lawrence, Kansas; Ontario, California; and Sao Jose dos Campos,
Brazil.  In addition, Astaris operates a research facility in
Webster Groves, Missouri.

                        Astaris Sale Process

In May 2003, after decreasing profitability, Astaris retained
Charles River Associates, a consulting firm with significant
knowledge and expertise in the chemical industry, to review the
company's business strategy and develop options for maximizing
the value of the business.  The Charles River Strategic Review
led Astaris to substantially restructure its business by closing
and consolidating certain production facilities to lower costs,
rationalize marginal accounts and increase the company's focus on
higher margin, specialty products.  The restructuring stabilized
the business and returned Astaris to profitability.

In late 2004, the Owners agreed to maximize the value of Astaris
through a sale of the business.  Astaris had received informal
inquiries from several potential buyers.  Subsequently, Astaris
retained the law firm of Simpson Thacher & Bartlett LLP, and
again engaged Charles River to assist in identifying and
contacting all potential buyers and in preparing customary
business information materials, a confidential offering
memorandum and a management presentation.

Mr. Cieri explains that the list of possible bidders included
those companies with their own source of phosphorus or
phosphorous derivatives that could be vertically integrated with
Astaris' business or that were already active participants in the
phosphorus business and investment funds that already owned a
specialty chemical business.  Astaris was able to identify and
contact a dozen Strategic Buyers and Financial Buyers.

Most of the potential buyers that were contacted signed
confidentiality agreements and received the marketing materials
prepared by Astaris and its advisors.  The Owners and their
advisors evaluated all the initial indications of interest that
were in an acceptable bid value range and selected the potential
bidders that would be invited to proceed to the next round of the
sale process and to submit a definitive binding offer.

The qualifying bidders were then given an opportunity to conduct
expanded due diligence and received a management presentation
concerning Astaris' business and financial condition.  Charles
River delivered a form of purchase agreement to each of the
qualifying bidders along with instructions to respond by no later
than May 31, 2005, with a price and a markup of the purchase
agreement.

                       Exclusivity Agreement

Charles River notified each of the Finalists that the sale
process was competitive and identified the deficiencies in each
of their proposals.  Each of the Finalists required that certain
buyer protections be granted as a condition precedent to engaging
in the negotiations for a definitive purchase agreement.

One potential buyer indicated that it was only willing to move
forward with confirmatory due diligence and the negotiation of
definitive documentation if Astaris would commit to negotiate
exclusively with the Potential Buyer for about 30 days.  As an
inducement to the Owners and Astaris to enter into an exclusive
period of negotiations, the Potential Buyer committed to increase
the value of its offer and agreed to certain pro-seller contract
modifications requested by the Owners.

The Owners concluded that the Potential Buyer sufficiently
improved its proposal, to distinguish it from the other bids
received and to justify a limited period of exclusive
negotiations.  Accordingly, the Owners and Astaris entered into
an exclusivity agreement with the Potential Buyer on June 18,
2005.

The Exclusivity Agreement requires Astaris and the Owners to
negotiate exclusively with the Potential Buyer for one month
while the Potential Buyer completes its confirmatory due
diligence and the parties use good faith efforts to finalize a
definitive purchase agreement.  In the event that Astaris and the
Potential Buyer are not able to finalize a definitive purchase
agreement during the exclusive period, Astaris intends to
promptly resume discussions with the other Finalists.

The Exclusivity Agreement obligates Solutia to seek the U.S.
Bankruptcy Court for the Southern District of New York's
authorization to consent to Astaris' provision of the Buyer
Protections to the Potential Buyer.  In that regard, under the
Exclusivity Agreement, Astaris and the Owners agreed that any
definitive purchase agreement will provide for a $7.5 million
topping fee payable to the Potential Buyer from the proceeds of a
higher offer.  Astaris has also agreed to reimburse the Potential
Buyer for its reasonable out-of-pocket expenses incurred in
connection with the negotiation of the Proposed Transaction of up
to $2 million under certain circumstances, including, but not
limited to, Astaris' inability to obtain a final order of the
Bankruptcy Court approving the Proposed Transaction within 60
days of the execution of a definitive purchase agreement.

Mr. Cieri notes that Astaris' obligation to pay the Buyer
Protections will be subject to customary terms and conditions to
be negotiated among the parties, and the definitive documentation
for the Proposed Transaction will contain appropriate mechanisms
and protections to ensure that the Potential Buyer receives
either the Topping Fee from the proceeds of the higher offer or
the Expense Reimbursement in the event that either becomes due
and payable.

During the negotiations concerning the Exclusivity Agreement, FMC
asserted that it should not be responsible directly or
indirectly, as a 50% owner of Astaris, for any Expense
Reimbursement payment that is triggered solely by Solutia's
failure to obtain Bankruptcy Court approval of the Proposed
Transaction by the 60-day deadline.  Therefore, as a condition to
its continued participation in the Astaris sale process, FMC
required that Astaris agree to a make-whole payment to FMC in the
event that the Expense Reimbursement is paid to the Potential
Buyer solely as a result of Solutia's failure to obtain Court
approval of the Proposed Transaction.  FMC has also requested
that Solutia obtain Bankruptcy Court approval of Solutia's
consent to Astaris' payment of the Reimbursement Amount.

Accordingly, Solutia seeks the Court's authority to consent to,
or otherwise permit, the agreement by Astaris to provide:

    (a) the Buyer Protections to the Potential Buyer, or to an
        equally qualified potential purchaser, up to the agreed
        amounts, to the extent that Astaris is not able to reach
        agreement with the Potential Buyer regarding the terms of
        the Proposed Transaction; and

    (b) the Reimbursement Amount.

Solutia believes that it is also appropriate to disclose the
current status of the Astaris sale process, in particular the
terms of the Exclusivity Agreement, to the Court and other
parties-in-interest.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis. (Solutia Bankruptcy
News, Issue No. 42; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


STRUCTURED FINANCE: Fitch Downgrades $95MM Notes 3 Notches to B
---------------------------------------------------------------
Fitch Ratings downgrades the rating of one class of notes and
affirms the ratings of two classes of notes issued by SFA
Collateralized Asset-Backed Securities I Trust.

These rating actions are effective immediately:

     -- $95,500,495 class A notes downgraded to 'B' from 'BB';
     -- $14,000,000 class B-1 notes affirmed at 'CC';
     -- $8,500,000 class B-2 notes affirmed at 'CC';
     -- $21,504,661 class C notes remain at 'C'.

CABS I is a collateralized debt obligation managed by Structured
Finance Advisors that closed June 22, 2000.  CABS I is composed of
residential mortgage-backed securities, commercial mortgage-backed
securities, asset-backed securities, and CDOs.

Collateral deterioration has occurred since Fitch's rating action
on April 7, 2004.  Mezzanine and subordinate tranches from
underperforming manufactured housing securitizations have taken
principal write-downs and, in Fitch's opinion, additional
collateral that was considered performing from its previous review
is now considered distressed.  The Fitch weighted average rating
factor of the collateral is currently 43 ('BB') versus a required
level of 14 ('BBB').  The class A overcollateralization (OC) ratio
of 101.2% was failing its test level of 122.0%, the class B OC
ratio of 82.3% was failing its test level of 109.5%, and the class
C OC ratio of 70.9% was failing its test level of 101.5% on the
most recent trustee report dated June 7, 2005.

Fitch anticipates that the classes A, B-1, and B-2 noteholders
will experience impairment of principal and interest over the
remaining life of CABS I.  Furthermore, Fitch does not expect the
class C noteholders to receive additional payments of principal or
interest.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/ For more information on the Fitch  
VECTOR Model, see 'Global Rating Criteria for Collateralized Debt
Obligations,' dated Sept. 13, 2004, also available at
http://www.fitchratings.com/


SUNGARD DATA: S&P Rates $5 Bil. Senior Secured Facilities at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating and senior note ratings on Wayne, Pennsylvania-based
SunGard Data Systems Inc. to 'B+' from 'BBB+', and removed the
ratings from CreditWatch, where they were placed on October 4,
2004, with negative implications.  The outlook is stable.

In addition, a 'B+' bank loan rating was assigned to SunGard's $5
billion senior secured bank facilities, and a recovery rating of
'2' was assigned to the loan.  The existing senior notes are rated
the same as the bank loans, because they will share the same
collateral, and are expected to have the same upstream guarantees
from the subsidiaries.

"The ratings on SunGard Data Systems reflect its highly leveraged
financial profile following its acquisition by a group of seven
equity sponsors in a leveraged buyout for about $11.4 billion,"
said Standard & Poor's credit analyst Philip Schrank.  Pro forma
total debt to EBITDA will exceed 7x at closing.  As a result of
SunGard's solid business profile, it can support higher-than-
typical leverage for the rating.  Ratings support is provided by
SunGard's strong position in the fragmented market for investment-
support processing software and services, and its large share of
the disaster-recovery/business-continuity services market.  These
positions translate into a sizable stream of recurring revenues
and healthy cash flow generation.


THERMION TECHNOLOGIES: Case Summary & 4 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Thermion Technologies, Inc.
        130 East Crescent Avenue
        Mahwah, New Jersey 07430

Bankruptcy Case No.: 05-32270

Type of Business: The Debtor is an aeronautical equipment and
                  supplies wholesaler.  The Debtor's shareholders,  
                  Otis Herbert Hastings & June H. Hastings, also
                  filed for bankruptcy protection on June 6, 2005
                  (Bankr. D. N.J. Case No. 05-29969).  The
                  Honorable Novalyn L. Winfield presides over the
                  shareholders' case.

Chapter 11 Petition Date: July 8, 2005

Court: District of New Jersey (Newark)

Debtor's Counsel: Gary S. Jacobson, Esq.
                  Herold and Haines, P.A.
                  25 Independence Boulevard
                  Warren, New Jersey 07059-6747
                  Tel: (908) 647-1022, extension 117
                  Fax: (908) 647-7721

Estimated Assets: $1 Million to $10 Million

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

Debtor's 4 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Chadwick-Greene Agency                                   $94,434
127 Pleasant Avenue
Upper Saddle River, NJ 07458

Hoffmann Eitle Arabellastr       Trade debt              $11,943
4 D81925
Munchen, Germany

Orange & Rockland Utility                                   $909
c/o O'Brien and Taylor, Esq.
175 Fairfield Avenue
P.O. Box 505
West Caldwell, NJ 07007

Chadwick-Greene Agency           Additional damages      Unknown
127 Pleasant Avenue              claimed postsummary
Upper Saddle River, NJ 07458     judgment


TRIM TRENDS: Wants Until Oct. 17 to Make Lease-Related Decisions
----------------------------------------------------------------          
Trim Trends Company, LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Michigan to extend,
until Oct. 17, 2005, the period within which they can elect to
assume, assume and assign, or reject their unexpired
nonresidential real property leases.

The Debtors explain that they are currently parties to several
unexpired nonresidential real property leases in several locations
throughout the country.

The Debtors relate that they also have a pending request with the
Court for the approval of the sale of substantially all of their
assets subject to a higher and better offer.  The Debtors
contemplate completing that sale on or before Sept. 30, 2005.

The Debtors give the Court four reasons why the extension is
warranted:

   a) they are still analyzing the terms and payments of the
      unexpired leases to determine whether they should be assumed
      or rejected and they are also still examining alternative
      locations for those leases;

   b) the examination of alternative locations for the unexpired
      leases is a time-consuming process, requiring an analysis of
      space available to accommodate their business, negotiation
      of lease terms, and planning of time periods for the
      relocation of the offices and other facilities;  

   c) the Oct. 17 lease extension deadline is necessary in the
      event that the sale of substantially all of their assets is
      not consummated by Sept. 30, 2005; and

   d) the requested extension will not prejudice the landlords of
      the unexpired leases because the Debtors are current on all
      post-petition payments to those landlords.

Headquartered in Farmington Hills, Michigan, Trim Trends Company,
LLC, -- http://www.trimtrendsco.com/-- manufactures automobile  
and light truck component parts for both original equipment
manufacturers and Tier 1 suppliers.  The Company and its debtor-
affiliates filed for chapter 11 protection on May 17, 2005 (Bankr.
E.D Mich. Case No. 05-56108).  Joseph M. Fischer, Esq., at Carson
Fischer, P.L.C., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed total assets of $65 million and total
liabilities of $81 million.


UAL CORP: In Talks for $310 Million Increase of DIP Facility
------------------------------------------------------------
In a Form 8-K delivered to the Securities and Exchange Commission
on June 27, 2005, UAL Corporation and its debtor-affiliates
disclosed they are in negotiations with their DIP Lenders to amend
the DIP Financing Facilities.  No filing has been submitted to the
U.S. Bankruptcy Court for the Northern District of Illinois.

The Debtors want to amend the Revolving Credit, Term Loan and
Guaranty with JPMorgan Chase Bank and Citicorp USA, Inc.  The DIP
Lenders and the Bankruptcy Court must approve the amendments.

The Debtors have asked the DIP Lenders for six key waivers and
modifications:

   a) Waivers of events of default for certain technical matters,
      including the acquisition of aircraft and related issues;

   b) An increase of the loan commitment by $310,000,000 with the
      Tranche A loan sized at $200,000,000 and the Tranche B loan
      sized at $1,100,000,000, increasing the aggregate
      commitment to $1,300,000,000;

   c) An extension of the maturity date to December 30, 2005,
      including an option for the Debtors to extend the term
      of the Credit Agreement until March 31, 2006;

   d) Maintenance of the Debtors' minimum cash covenant at
      $750,000,000;

   e) Provide a new capital expenditure basket for certain
      aircraft purchases, including a cash sublimit with
      financing for the balance of the purchase price for the
      aircraft; and

   f) Amendment of other technical matters related to foreign
      slots, routes and the engines and spare engines that
      collateralize the Credit Agreement.

Headquartered in Chicago, Illinois, UAL Corporation --  
http://www.united.com/-- through United Air Lines, Inc., is the        
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 92; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Wants Court Nod for Sept. 2 Disclosure Statement Hearing
------------------------------------------------------------------
UAL Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Illinois to:

   (a) schedule the Disclosure Statement hearing for September 2,
       2005;

   (b) establish August 26, 2005, as the Disclosure Statement
       Objection Deadline;

   (c) approve the form of notice for the Disclosure Statement
       Hearing; and

   (d) establish August 29, 2005, as the Record Date in
       connection with the Debtors' Plan.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, explains that the Objection Deadline sets the cutoff
for parties to file and serve objections to the adequacy of
Disclosure Statement.  The Debtors will file and serve replies to
objections by August 31.  The Debtors want the Court to permit
objecting parties to provide curative text that resolves their
objection, which the Debtors may incorporate into the Disclosure
Statement.

The Record Date determines the holders of stocks, bonds,
debentures, notes and other securities entitled to receive
ballots and materials for voting on the Plan.  Mr. Sprayregen
says that the Debtors need advance notice of the Record Date so
they can identify the holders of these securities.  Compiling
this list to solicit and mail notices takes time and requires
coordination with the solicitation agent, Poorman-Douglas
Corporation, the Depository Trust Corporation and the Indenture
Trustees for various issuances of publicly and privately held
debt.  The Record Date will be used to determine:

   (1) creditors and interest holders entitled to receive the
       solicitation documents and other notices;

   (2) creditors and interest holders entitled to vote to accept
       or reject the Plan; and

   (3) whether claims or interests have been properly transferred
       to an assignee, so that assignee can vote as the holder of
       the claim or equity interest.

As reported in the Troubled Company Reporter on July 4, 2005, the
Debtors intend to file its Plan of Reorganization and Disclosure
Statement with the Bankruptcy Court on or about Aug. 1, 2005.

Headquartered in Chicago, Illinois, UAL Corporation --  
http://www.united.com/-- through United Air Lines, Inc., is the        
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 92; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


USG CORP: Equity Committee Gets Court OK to Hire Weil Gotshal
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave the
Statutory Committee of Equity Security Holders permission to
retain Weil Gotshal & Manges LLP, 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.

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

                   About Weil Gotshal & Manges

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.

                         About USG Corp.

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


W.R. GRACE: Asbestos PI Panel Gets Court Nod to Hire Anderson Kill
------------------------------------------------------------------
Judge Fitzgerald authorizes the Official Committee of Asbestos
Personal Injury Claimants appointed in the W.R. Grace & Co. and
its debtor-affiliates to retain Anderson Kill & Olick, P.C., as
its special insurance counsel, nunc pro tunc to March 17, 2005.

Anderson Kill will evaluate and advise on the Debtors' insurance
coverage and any pending or future motions seeking the resolution
of insurance-related disputes.

As special insurance counsel, Anderson Kill will be:

    (a) advising the PI Committee regarding matters of the
        Debtors' insurance coverage available for payment of
        asbestos-related, silica-related, or other toxic exposure
        claims, including gaps in coverage, overlapping coverage
        provided by multiple carriers and availability of excess
        insurance coverage;

    (b) reviewing, analyzing and advising the PI Committee on
        potential settlements between the Debtors and the
        insurance carriers; and

    (c) advising the PI Committee regarding issues related to the
        Debtors' insurance coverage in connection with their
        Chapter 11 cases.

                       About Anderson Kill

Anderson Kill has extensive experience in insurance matters, and
the firm possesses substantial and well-known expertise in
analyzing complex insurance coverage and recovery issues.  Among
other things, Anderson Kill has successfully pursued insurance
coverage on behalf of 10 major asbestos defendants, as well as
many other insurance policyholder clients.  Anderson Kill has
tried 17 major insurance coverage litigations on behalf of
policyholders, prevailing in 15 of them, and has obtained billions
of dollars in recoveries in well-publicized settlements in
numerous other cases.

                     About W.R. Grace & Co.

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


WESTERN REFINING: S&P Rates Proposed $200 Mil. Sec. Loan at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on privately held, independent petroleum refiner
Western Refining Co. L.P.  At the same time, Standard & Poor's
assigned its 'BB-' rating to the proposed $200 million secured
term-loan facility, and assigned its '1' recovery rating, which
indicates the high expectation for the full recovery of principal
in the event of payment default.  The outlook is stable.

Pro forma the offering, El Paso, Texas-based Western Refining
should have about $200 million of total debt.

The rating action follows the announcement that Western Refining
plans to spend around $300 million over the next two years to
comply with Tier II environmental-spending requirements for ultra-
low sulfur diesel and gasoline, as well as to enhance its refining
capacity, sour-crude processing capability, refining complexity
rating, and product mix.

The stable outlook reflects expectations for completion of the
planned expenditures substantially on time and on budget.  In
addition, the ratings anticipate debt repayment through cash flows
beginning in 2007 after the completion of the planned
improvements.  Ratings improvement could occur if Western Refining
can diversify its asset base while maintaining solid financial
metrics.  However, if the planned construction runs significantly
over budget or Western Refining pursues aggressively financed
acquisitions, ratings could be lowered.


WILLIAM LYON: CEO Proposal Rejection Cues S&P to Hold Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on William
Lyon Homes and removed them from CreditWatch, where they were
placed with developing implications April 28, 2005.  The outlook
is revised to positive.

"The CreditWatch removal follows the recent announcement that
General William Lyon, WLS' chairman, CEO, and controlling
shareholder, has withdrawn his proposal to acquire the outstanding
publicly owned minority stake in the company's common stock for
$82 per share," said Standard & Poor's credit analyst George
Skoufis.  "This announcement follows the rejection of the offer by
the company's board of directors, which viewed the offer as
inadequate."

Continued strength in the housing market, particularly in WLS'
markets, combined with a growing community count, should produce a
solid backlog of orders and provide predictable revenues into
2006.  Current margins are not considered sustainable, but should
produce strong earnings and cash flow to support its debt service
needs even at reduced levels.  Improved flexibility should allow
management to enhance the company's competitive position within
its primary markets.  Longer-term, an upgrade would be warranted
if management remains committed to a moderate financial profile
and continues to grow its wholly-owned business profitably.

* BOND PRICING: For the week of July 4 - July 8, 2005
-----------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
AAIPharma Inc.                        11.000%  04/01/10    54
ABC Rail Product                      10.500%  01/15/04     0
ABC Rail Product                      10.500%  12/31/04     0
Adelphia Comm.                         3.250%  05/01/21     5
Adelphia Comm.                         6.000%  02/15/06     6
Aetna Industries                      11.875%  10/01/06     7
Allegiance Tel.                       11.750%  02/15/08    31
Allegiance Tel.                       12.875%  05/15/08     1
Allied Holdings                        8.625%  10/01/07    48
Amer. Color Graph.                    10.000%  06/15/10    71
Amer. Restaurant                      11.500%  11/01/06    64
Amer. Tissue Inc.                     12.500%  07/15/06     2
American Airline                       7.377%  05/23/19    70
American Airline                       7.379%  05/23/16    71
American Airline                      10.180%  01/02/13    72
American Airline                      10.600%  03/04/09    66
AMR Corp.                              9.200%  01/30/12    70
AMR Corp.                              9.750%  08/15/21    66
AMR Corp.                              9.800%  10/01/21    66
AMR Corp.                              9.880%  06/15/20    74
AMR Corp.                             10.000%  04/15/21    72
AMR Corp.                             10.125%  06/01/21    68
AMR Corp.                             10.200%  03/15/20    66
AMR Corp.                             10.400%  03/15/11    62
AMR Corp.                             10.450%  11/15/11    63
Anvil Knitwear                        10.875%  03/15/07    58
AP Holdings Inc.                      11.250%  03/15/08    15
Apple South Inc.                       9.750%  06/01/06    10
Archibald Candy                       10.000%  11/01/07     2
Armstrong World                        6.500%  08/15/05    75
AT Home Corp.                          0.525%  12/28/18     7
AT Home Corp.                          4.750%  12/15/06    34
ATA Holdings                          12.125%  06/15/10    18
ATA Holdings                          13.000%  02/01/09    22
Atlantic Coast                         6.000%  02/15/34    15
Atlas Air Inc.                         8.770%  01/02/11    57
Atlas Air Inc.                         9.702%  01/02/08    61
Autocam Corp.                         10.875%  06/15/14    65
B&G Foods Hldg.                       12.000%  10/30/16     8
Bank New England                       8.750%  04/01/99     9
Bank New England                       9.500%  02/15/96     9
BBN Corp.                              6.000%  04/01/12     0
Burlington North                       3.200%  01/01/45    63
Burlington Inds.                       7.250%  08/01/27     4
Calpine Corp.                          4.750%  11/15/23    66
Calpine Corp.                          7.750%  04/15/09    68
Calpine Corp.                          7.875%  04/01/08    70
Calpine Corp.                          8.500%  02/15/11    68
Calpine Corp.                          8.625%  08/15/10    68
Calpine Corp.                          8.750%  07/15/13    74
Cendant Corp.                          4.890%  08/17/06    50
Charter Comm Hld.                      8.625%  04/01/09    75
Charter Comm Hld.                      9.625%  11/15/09    74
Charter Comm Hld.                     10.000%  05/15/11    73
Charter Comm Hld.                     10.250%  01/15/10    74
Charter Comm Hld.                     11.125%  01/15/11    74
Ciphergen                              4.500%  09/01/08    72
Coeur D'Alene                          1.250%  01/15/24    73
Collins & Aikman                      10.750%  12/31/11    25
Color Tile Inc.                       10.750%  12/15/01     0
Comcast Corp.                          2.000%  10/15/29    43
Comdisco Inc.                          7.230%  08/16/01     0
Covad Communication                    3.000%  03/15/24    71
Covant-Call 07/05                      7.500%  03/15/12    69
Cray Research                          6.125%  02/01/11    43
Curative Health                       10.750%  05/01/11    75
Delta Air Lines                        2.875%  02/18/24    34
Delta Air Lines                        7.299%  09/18/06    52
Delta Air Lines                        7.711%  09/18/11    53
Delta Air Lines                        7.779%  01/02/12    57
Delta Air Lines                        7.900%  12/15/09    36
Delta Air Lines                        7.920%  11/18/10    57
Delta Air Lines                        8.000%  06/03/23    37
Delta Air Lines                        8.300%  12/15/29    27
Delta Air Lines                        8.540%  01/02/07    63
Delta Air Lines                        8.540%  01/02/07    61
Delta Air Lines                        8.540%  01/02/07    33
Delta Air Lines                        9.000%  05/15/16    30
Delta Air Lines                        9.200%  09/23/14    31
Delta Air Lines                        9.250%  03/15/22    26
Delta Air Lines                        9.300%  01/02/11    32
Delta Air Lines                        9.320%  01/02/09    42
Delta Air Lines                        9.375%  09/11/07    56
Delta Air Lines                        9.480%  06/05/06    66
Delta Air Lines                        9.750%  05/15/21    28
Delta Air Lines                        9.875%  04/30/08    60
Delta Air Lines                       10.000%  08/15/08    39
Delta Air Lines                       10.000%  12/05/14    35
Delta Air Lines                       10.060%  01/02/16    50
Delta Air Lines                       10.125%  05/15/10    39
Delta Air Lines                       10.140%  08/26/12    47
Delta Air Lines                       10.375%  02/01/11    37
Delta Air Lines                       10.375%  12/15/22    27
Delta Air Lines                       10.430%  01/02/11    53
Delta Air Lines                       10.790%  09/26/13    37
Delta Air Lines                       10.790%  09/26/13    36
Delta Air Lines                       10.790%  03/26/14    26
Delphi Auto System                     7.125%  05/01/29    69
Delphi Corp.                           6.500%  08/15/33    75
Delphi Trust II                        6.197%  11/15/33    55
Diva Systems                          12.625%  03/01/08     0
Dura Operating                         9.000%  05/01/09    69
Dura Operating                         9.000%  05/01/09    69
DVI Inc.                               9.875%  02/01/04     8
Dyersburg Corp.                        9.750%  09/01/07     0
Eagle-Picher Inc.                      9.750%  09/01/13    70
Eagle Food Center                     11.000%  04/15/05     0
Emergent Group                        10.750%  09/15/04     0
Empire Gas Corp.                       9.000%  12/31/07     3
Epix Medical Inc.                      3.000%  06/15/24    72
Evergreen Intl. Avi.                  12.000%  05/15/10    74
Exodus Comm. Inc.                      5.250%  02/15/08     0
Fedders North Am.                      9.875%  03/01/14    67
Federal-Mogul Co.                      7.375%  01/15/06    25
Federal-Mogul Co.                      7.500%  01/15/09    25
Federal-Mogul Co.                      8.160%  03/06/03    24
Federal-Mogul Co.                      8.370%  11/15/01    24
Federal-Mogul Co.                      8.800%  04/15/07    25
Fibermark Inc.                        10.750%  04/15/11    64
Finisar Corp.                          2.500%  10/15/10    74
Finisar Corp.                          2.500%  10/15/10    72
Finisar Corp.                          5.250%  10/15/08    75
Finova Group                           7.500%  11/15/09    46
Firstworld Comm                       13.000%  04/15/08     0
Foamex L.P.                            9.875%  06/15/07    42
Gateway Inc.                           2.000%  12/31/11    74
GMAC                                   5.900%  01/15/19    72
GMAC                                   5.900%  01/15/19    73
GMAC                                   5.900%  02/15/19    73
GMAC                                   6.000%  02/15/19    74
GMAC                                   6.000%  03/15/19    73
GMAC                                   6.000%  03/15/19    73
GMAC                                   6.000%  03/15/19    73
GMAC                                   6.000%  03/15/19    75
GMAC                                   6.000%  03/15/19    73
GMAC                                   6.000%  09/15/19    73
GMAC                                   6.000%  09/15/19    73
GMAC                                   6.050%  10/15/19    74
GMAC                                   6.125%  10/15/19    74
GMAC                                   6.150%  08/15/16    75
GMAC                                   6.250%  05/15/19    74
Golden Books Pub                      10.750%  12/31/04     0
Graftech Int'l                         1.625%  01/15/24    66
Graftech Int'l                         1.625%  01/15/24    67
Gulf States STL                       13.500%  04/15/03     0
Home Interiors                        10.125%  06/01/08    65
Holt Group                             9.750%  01/15/06     0
Icos Corp.                             2.000%  07/01/23    75
Impsat Fiber                           6.000%  03/15/11    70
Inland Fiber                           9.625%  11/15/07    45
Integrated Elec. Sv                    9.375%  02/01/09    74
Interep Natl. Rad                     10.000%  07/01/08    75
Intermet Corp.                         9.750%  06/15/09    44
Iridium LLC/CAP                       10.875%  07/15/05    16
Iridium LLC/CAP                       11.250%  07/15/05    16
Iridium LLC/CAP                       13.000%  07/15/05    16
Iridium LLC/CAP                       14.000%  07/15/05    16
Jordan Industries                     10.375%  08/01/07    50
Kaiser Aluminum & Chem.               12.750%  02/01/03     4
Kellstorm Inds                         5.750%  10/15/02     0
Key Plastics                          10.250%  03/15/07     1
Kmart Corp.                            6.000%  01/01/08    12
Kmart Corp.                            8.990%  07/05/10    71
Kmart Corp.                            9.350%  01/02/20    26
Kulicke & Soffa                        0.500%  11/30/08    74
Level 3 Comm. Inc.                     2.875%  07/15/10    50
Level 3 Comm. Inc.                     5.250%  12/15/11    69
Level 3 Comm. Inc.                     6.000%  09/15/09    58
Level 3 Comm. Inc.                     6.000%  03/15/10    54
Liberty Media                          3.750%  02/15/30    58
Liberty Media                          4.000%  11/15/29    62
Lukens Inc.                            7.625%  08/01/04     0
Metaldyne Corp.                       11.000%  06/15/12    64
Motels of Amer.                       12.000%  04/15/04    35
Muzak LLC                              9.875%  03/15/09    55
MSX Intl. Inc.                        11.375%  01/15/08    64
Natl Steel Corp.                       8.375%  08/01/06     1
Natl Steel Corp.                       9.875%  03/01/09     1
New World Pasta                        9.250%  02/15/09    10
Northern Pacific Railway               3.000%  01/01/47    62
Northwest Airlines                     7.248%  01/02/12    51
Northwest Airlines                     7.360%  02/01/20    55
Northwest Airlines                     7.626%  04/01/10    72
Northwest Airlines                     7.691%  04/01/17    71
Northwest Airlines                     7.875%  03/15/08    40
Northwest Airlines                     8.070%  01/02/15    47
Northwest Airlines                     8.130%  02/01/14    38
Northwest Airlines                     8.700%  03/15/07    47
Northwest Airlines                     8.875%  06/01/06    58
Northwest Airlines                     8.970%  01/02/15    62
Northwest Airlines                     9.875%  03/15/07    44
Northwest Airlines                    10.000%  02/01/09    42
Northwest Airlines                    10.500%  04/01/09    38
Nutritional Src.                      10.125%  08/01/09    74
NWA Trust                              9.360%  03/10/06    75
NWA Trust                             11.300%  12/21/12    67
Oakwood Homes                          7.875%  03/01/04    16
Oakwood Homes                          8.125%  03/01/09    26
Oscient Pharm                          3.500%  04/15/11    68
O'Sullivan Ind.                       13.375%  10/15/09    37
Orion Network                         11.250%  01/15/07    54
Outboard Marine                        9.125%  04/15/17     0
Owens Corning                          7.000%  03/15/09    70
Owens Corning                          7.500%  05/01/05    71
Owens Corning                          7.500%  08/01/18    72
Owens Corning                          7.700%  05/01/08    72
Owens-Crng Fiber                       8.875%  06/01/02    71
Pegasus Satellite                      9.750%  12/01/06    54
Pegasus Satellite                     12.375%  08/01/06    54
Pegasus Satellite                     12.500%  08/01/07    54
Pen Holdings Inc.                      9.875%  06/15/08    62
Pixelworks Inc.                        1.750%  05/15/24    72
Polaroid Corp.                         6.750%  01/15/02     0
Polaroid Corp.                         7.250%  01/15/07     0
Polaroid Corp.                        11.500%  02/15/06     0
Portola Packaging                      8.250%  02/01/12    68
Primedex Health                       11.500%  06/30/08    52
Primus Telecom                         3.750%  09/15/10    23
Primus Telecom                         5.750%  02/15/07    32
Primus Telecom                         8.000%  01/15/14    53
Primus Telecom                        12.750%  10/15/09    44
Radnor Holdings                       11.000%  03/15/10    68
Raintree Resorts                      13.000%  12/01/04    13
Realco Inc.                            9.500%  12/15/07    44
Reliance Group Holdings                9.000%  11/15/00    26
Reliance Group Holdings                9.750%  11/15/03     3
RJ Tower Corp.                        12.000%  06/01/13    66
Salton Inc.                           10.750%  12/15/05    62
Salton Inc.                           12.250%  04/15/08    47
Scotia Pac Co.                         6.550%  01/20/07    75
Silicon Graphics                       6.500%  06/01/09    68
Solectron Corp.                        0.500%  02/15/34    70
Specialty Paperb.                      9.375%  10/15/06    69
Syratech Corp.                        11.000%  04/15/07    26
Tekni-Plex Inc.                       12.750%  06/15/10    69
Tom's Foods Inc.                      10.500%  11/01/04    73
Tower Automotive                       5.750%  05/15/24    21
Trans Mfg Oper                        11.250%  05/01/09    56
Triton PCS Inc.                        8.750%  11/15/11    70
Triton PCS Inc.                        9.375%  02/01/11    69
Tropical SportsW                      11.000%  06/15/08    40
Twin Labs Inc.                        10.250%  05/15/06    14
United Air Lines                       6.831%  09/01/08    40
United Air Lines                       6.932%  09/01/11    65
United Air Lines                       7.270%  01/30/13    43
United Air Lines                       7.762%  10/01/05    24
United Air Lines                       7.811%  10/01/09    60
United Air Lines                       8.030%  07/01/11    36
United Air Lines                       8.390%  01/21/11    54
United Air Lines                       8.700%  10/07/08    50
United Air Lines                       9.000%  12/15/03    11
United Air Lines                       9.020%  04/19/12    36
United Air Lines                       9.060%  09/26/14    45
United Air Lines                       9.125%  01/15/12    14
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.210%  01/21/17    53
United Air Lines                       9.300%  03/22/08    35
United Air Lines                       9.350%  04/07/16    51
United Air Lines                       9.560%  10/19/18    41
United Air Lines                       9.750%  08/15/21    13
United Air Lines                      10.110%  01/05/06    44
United Air Lines                      10.110%  02/19/06    44
United Air Lines                      10.125%  03/22/15    47
United Air Lines                      10.250%  07/15/21    14
United Air Lines                      10.670%  05/01/04    14
United Air Lines                      11.210%  05/01/14    14
Univ. Health Services                  0.426%  06/23/20    60
US Air Inc.                           10.250%  01/15/07     4
US Air Inc.                           10.250%  01/15/07     2
US Air Inc.                           10.300%  01/15/08    15
US Air Inc.                           10.300%  07/15/08    15
US Air Inc.                           10.610%  06/27/07     0
US Air Inc.                           10.610%  06/27/07     2
US Air Inc.                           10.900%  01/01/08     2
Utstarcom                              0.875%  03/01/08    72
Venture Hldgs                          9.500%  07/01/05     0
Venture Hldgs                         11.000%  06/01/07     0
WCI Steel Inc.                        10.000%  12/01/04    67
Werner Holdings                       10.000%  11/15/07    74
Westpoint Steven                       7.875%  06/15/08     0
Wheeling-Pitt St.                      5.000%  08/01/11    65
Wheeling-Pitt St.                      6.000%  08/01/10    65
Winn-Dixie Store                       8.875%  04/01/08    65
Winsloew Furniture                    12.750%  08/15/07    28
World Access Inc.                     13.250%  01/15/08     6
Xerox Corp.                            0.570%  04/21/18    30

                          *********

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 Junior M.
Pinili, 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.

                *** End of Transmission ***