TCR_Public/050728.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Thursday, July 28, 2005, Vol. 9, No. 177

                          Headlines

ADELPHIA COMMS: Sells 35 Vehicles & Two Houses for $413,000
AMAZON.COM: Stockholders' Deficit Narrows to $64 Mil. at June 30
AMCAST INDUSTRIAL: Wants Court to Allow PBGC's $38 Mil. Claims
AMHERST TECHNOLOGIES: Taps Nixon Peabody as Bankruptcy Counsel
ANDROSCOGGIN ENERGY: Plan Filing Period Stretched to October 1

ANTHRACITE 2005-HY2: Fitch Rates Cert. Classes F & G Low-B
BALLY TOTAL: Has Until Today to Solicit Consent for Waivers
BDR CORP: Confirmation Hearing Continues on Monday
BROADBAND OFFICE: U.S. Trustee Objects to Disclosure Statement
CATHOLIC CHURCH: Spokane Wants Exclusive Period Hearing Continued

CATHOLIC CHURCH: Spokane Gets Ok to Hire BMC Group as Claims Agent
CE GENERATION: S&P Holds BB- Ratings on $400 Million Senior Notes
CHENIERE ENERGY: Moody's Withdraws All Debt & Liquidity Ratings
CHOICE HOTELS: June 30 Balance Sheet Upside-Down by $185.1 Million
COVANTA ENERGY: Terminates Existing Credit Facilities

CREDIT SUISSE: Moody's Reviews Class C-B-4 Bonds' B1 Rating
CRICKET COMMS: Moody's Affirms $710 Million Loan Ratings at B1
DELTA AIRLINES: "More Must Be Done and Be Done Quickly"
DVI INC: Liquidating Trustee Files Third Post-Confirmation Report
ELCOM INT'L: June 30 Balance Sheet Upside-Down by $4.9 Million

ENCORE ACQUISITION: Earns $23.7 Million of Net Income in 2nd Qtr.
ENRON CORP: Asks SEC to Okay Financing Deals through July 31, 2008
ENTRADA NETWORKS: Halts Operations After Credit Default
EPOCH INVESTMENTS: Special Trustee Wants Ch. 11 Case Dismissed
EXIDE TECH: Reports Equity Ownership Information for 2005

FEDERAL-MOGUL: Earns $13 Million of Net Income in Second Quarter
FEDERAL-MOGUL: Wants Until Dec. 1 to Make Lease-Related Decisions
GENERAL MOTORS: GMAC Selling $55 Billion of Auto Loans to BofA
GEO SPECIALTY: Wants Closing of Ch. 11 Cases Delayed to Sept. 30
HAO QUANG VU: Case Summary & 4 Largest Unsecured Creditors

HARVEST ENERGY: Property Acquisition Cues S&P to Affirm Ratings
HEDSTROM CORP: Settles Patent Infringement Suit for $835,240
HIA TRADING: Judge Drain Dismisses Chapter 11 Cases
INDUSTRIAL ENTERPRISES: Projects $35 Million Revenues in 2005
INTERSTATE BAKERIES: Plan Filing Period Stretched to Nov. 18

INTERSTATE BAKERIES: County Treasurer Wants Disbursement Barred
IPALCO ENTERPRISES: S&P Affirms BB+ Corporate Credit Rating
IRVING TANNING: Wants Continued Access to Lender's Cash Collateral
JERNBERG INDUSTRIES: Section 341(a) Meeting Slated for Aug. 8
KAISER ALUMINUM: Confirmation Hearing on Joint Plans Adjourned

KAISER ALUMINUM: Asks Court to OK Consent Decree on Mica Landfill
L-3 COMMS: Moody's Rates Proposed Senior Subordinated Notes at Ba3
LB-UBS COMMERCIAL: S&P Holds Low-B Ratings on Three Cert. Classes
LEAP WIRELESS: Moody's Affirms B1 Corporate Family Rating
MEDICAL TECHNOLOGY: Wants Access to JP Morgan's Cash Collateral

METHANEX CORP: Moody's Rates New $150 Mil. Sr. Unsec. Notes at Ba1
METROMEDIA FIBER: Court Delays Entry of Final Decree to Oct. 17
MIRANT CORP: Sues PEPCO to Recover Fraudulent Transfers
MIRANT CORP: Wants "Fraudulently" Transferred La. Assets Returned
MIRANT CORP: Court Allows Predator's $1.2 Million Unsecured Claim

NATIONAL GRAPHICS: Case Summary & 20 Largest Unsecured Creditors
NATIONAL VISION: Selling Assets to Berkshire Partners for $39.6MM
NORTHWEST AIRLINES: June 30 Balance Sheet Upside-Down by $3.8 Bil.
NORTHWEST AIRLINES: S&P Bulletin Notes Increasing Bankruptcy Risk
OFFSHORE LOGISTICS: Wants Until Nov. 15 to File Financial Reports

OLENTANGY COMMERCE: Asks Court to Dismiss Chapter 11 Case
OWENS CORNING: Wants to Sell Ohio Asphalt Facility for $2 Million
PROJECT GROUP: Court Approves Interim DIP Financing Plan
REMOTE DYNAMICS: Asks Court to Formally Close Chapter 11 Cases
RESIDENTIAL ASSET: S&P Junks Two Series 2002-RS2 Cert. Classes

ROGERS COMMS: Earns $19.2 Million of Net Income in Second Quarter
SALTON SEA: S&P Holds BB+ Rating on Senior Unsecured Bonds
SECOND CHANCE: Armor Holdings Wins 363 Sale Auction with $45 Mil.
STERLING FINANCIAL: Earns $9.6 Million of Net Income in 2nd Qtr.
STERLING FINANCIAL: Board Approves 3-For-2 Stock Split

SUNGARD DATA: Fitch Puts B- Rating on Proposed $1.25BB Debt Offer
SUNGARD DATA: S&P Places B- Rating on $1.25 Billion Senior Notes
TACTICA INT'L: Court Limits Operation & Restricts Officers' Pay
THOMAS & BETTS: Moody's Reviews Ba1 Senior Unsecured Notes' Rating
TNS INC: Reports Second Quarter 2005 Financial Results

UNIFIED HOUSING: Court Approves GECC's Disclosure Statement
UNIVEST MULTI-STRATEGY: Section 304 Petition Summary
URS CORP: S&P Rates $650 Million Senior Secured Loan at BB+
VARTEC TELECOM: Wants to Sell Assets to Comtel for $82.1 Million
WESTPOINT STEVENS: Appeals Battle Ensues Over Sale of All Assets

WESTPOINT STEVENS: Gets Okay to Settle Wellman Litigation Claims
WHITING PETROLEUM: Buying Some Celero Energy Assets for $802 Mil.


                          *********

ADELPHIA COMMS: Sells 35 Vehicles & Two Houses for $413,000
-----------------------------------------------------------
Pursuant to the Court-approved Excess Assets Sale Procedures,
Adelphia Communications Corporation and its debtor-affiliates
inform Judge Gerber of the U.S. Bankruptcy Court for the Southern
District of New York that they will sell these assets for $413,000
in the aggregate:

1. Property:          35 vehicles
   Purchaser:         State Line Auto Auction
   Agent:             none
   Amount:            $20,000
   Deposit:           none
   Appraised Value:   No appraisal was made

2. Property:          Real Property situated at 145 Ulysses St.,
                         in Pittsburgh, Pennsylvania 15211
   Purchaser:         Richard A. Platt, Jr. and Bruce Berman
   Agent:             Grubb & Ellis Company
   Amount:            $118,000
   Deposit:           $2,500
   Appraised Value:   $118,000

3. Property:          Real Property at 49 Herring Road,
                         Bourne, Maine 02532
   Purchaser:         Peter Fantoni
   Agent:             Paul Attea, Esq.
   Amount:            $275,000
   Deposit:           $25,000
   Appraised Value:   $210,000

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


AMAZON.COM: Stockholders' Deficit Narrows to $64 Mil. at June 30
----------------------------------------------------------------
Amazon.com, Inc., (NASDAQ: AMZN) reported financial results for
its second quarter ended June 30, 2005.

Operating cash flow grew 52% to $624 million for the trailing
twelve months, compared with $410 million for the trailing
12 months ended June 30, 2004.  Free cash flow grew 37% to
$486 million for the trailing twelve months, compared with
$354 million for the trailing twelve months ended June 30, 2004.

Common shares outstanding plus shares underlying stock-based
awards outstanding totaled 438 million at June 30, 2005, compared
with 434 million a year ago.

Net sales increased 26% to $1.75 billion in the second quarter,
compared with $1.39 billion in second quarter 2004.  Excluding the
$25 million benefit from year-over-year changes in foreign
exchange rates throughout the quarter, net sales grew 25% compared
with second quarter 2004.

Operating income increased 21% to $104 million in the second
quarter, compared with $86 million in second quarter 2004.  As
previously announced, the Company chose to adopt SFAS 123(R), the
new accounting rules on stock-based compensation, earlier than
required, effective January 1, 2005.  Excluding the more than
$5 million impact on the quarter's results from this adoption,
operating income would have grown 27% to $110 million.  Operating
income benefited by $2 million from year-over-year changes in
foreign exchange rates throughout the quarter.

Net income was $52 million in the second quarter compared with net
income of $76 million in second quarter 2004, which includes
$56 million in income tax expense, compared with $5 million income
tax expense in second quarter 2004.

"Amazon Prime members love getting unlimited two-day shipping for
free with no minimum order size," said Jeff Bezos, founder and CEO
of Amazon.com.  "Though expensive for the company, Amazon Prime
creates a premium experience for customers who join, and as a
result we hope they'll purchase more from us in the long term."

Amazon Prime, Amazon.com's first-ever membership program, was
introduced February 2005.  For a flat membership fee of $79 per
year, Amazon Prime members get unlimited, express two-day shipping
for free, with no minimum purchase requirement on over a million
eligible items sold by Amazon.com.  Members can order as late as
6:30 p.m. ET and still get their order the next day for only $3.99
per item, and can share the benefits of Amazon Prime with up to
four family members living in their household.  Sign up for Amazon
Prime at http://www.amazon.com/prime

"We are pleased with our $486 million of free cash flow, up 37%,"
said Tom Szkutak, CFO of Amazon.com.  "We continue to offer lower
prices and free two-day shipping for Amazon Prime members while
generating additional free cash flow for our shareholders."

Highlights

   * North America segment sales, representing the Company's U.S.
     and Canadian sites, were $960 million, up 21% from second
     quarter 2004.  Segment operating income increased 9% to
     $72 million in second quarter 2005 from $66 million in second
     quarter 2004.

   * North America Other revenue, which includes Amazon Services'
     Merchant.com program, doubled to $50 million in second
     quarter 2005.

   * International segment sales, representing the Company's
]     U.K., German, French, Japanese and Chinese sites, were
     $793 million, up 33% from second quarter 2004.  Excluding the
     benefit from year-over-year changes in foreign exchange rates
     throughout the quarter, net sales growth was 29%.  Segment
     operating income increased 72% to $60 million in second
     quarter 2005 from $35 million in second quarter 2004.

   * On a trailing twelve-month basis, International segment sales
     increased to 45% of worldwide net sales, up from 42% for the
     trailing twelve months ended June 30, 2004.

   * Worldwide Electronics & Other General Merchandise sales grew
     40% to $456 million, and increased to 26% of worldwide net
     sales, compared with 23% for second quarter 2004.

   * The Company received orders for more than 1.5 million copies
     of Harry Potter and the Half-Blood Prince worldwide in
     advance of its July 16 release, making it Amazon.com's
     largest new product release.

   * The Company's U.K. and German sites-Amazon.co.uk and
     Amazon.de recently launched Search Inside the Book, enabling
     customers to preview the text inside hundreds of thousands of
     books.

   * Amazon.de also introduced a new DVD rental service with
     subscription plans that start from just EUR9.99 per month.
     Rental members also receive an extra 5% discount off
     Amazon.de's already low prices on their DVD purchases.

                       Financial Guidance

Third Quarter 2005 Guidance

   * Net sales are expected to be between $1.76 billion and
     $1.91 billion, or grow between 20% and 31%, compared with
     third quarter 2004.

   * Operating income is expected to be between $60 million and
     $90 million, or between (26%) decline and 11% growth,
     compared with third quarter 2004.  This guidance includes
     stock-based compensation of $35 million, including the impact
     from the Company's January 1, 2005 early adoption of SFAS
     123(R), and assumes, among other things, that no additional
     intangible assets are recorded, and that there are no further
     revisions to restructuring-related estimates.

Full Year 2005 Expectations

   * Net sales are expected to be between $8.275 billion and
     $8.675 billion, or grow between 20% and 25%, compared with
     2004.

   * Operating income is expected to be between $415 million and
     $515 million, or between (6%) decline and 17% growth,
     compared with 2004.  This expectation includes stock-based
     compensation of $110 million, including the impact from the
     Company's January 1, 2005, early adoption of SFAS 123(R), and
     assumes, among other things, that no additional intangible
     assets are recorded and that there are no further revisions
     to restructuring-related estimates.

Amazon.com (NASDAQ: AMZN), a Fortune 500 company based in Seattle,
opened its virtual doors on the World Wide Web in July 1995 and
today offers Earth's Biggest Selection.  Amazon.com seeks to be
Earth's most customer-centric company, where customers can find
and discover anything they might want to buy online, and endeavors
to offer customers the lowest possible prices.  Amazon.com and
third-party sellers offer millions of unique new, refurbished, and
used items in categories such as health and personal care, jewelry
and watches, gourmet food, sports and outdoors, apparel and
accessories, books, music, DVDs, electronics and office, toys and
baby, and home and garden.

Amazon.com and its affiliates operate seven retail websites:
http://www.amazon.com/,http://www.amazon.co.uk/,
http://www.amazon.de/,http://www.amazon.co.jp/,
http://www.amazon.fr/,http://www.amazon.ca/,and
http://www.joyo.com/

As of June 30, 2005, stockholders' deficit narrowed to $64 million
from a $227 million deficit at Dec. 31, 2004.  Amazon's
shareholder deficit topped $1.4 billion in 2001.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2004,
Moody's Investors Service upgraded the long-term debt ratings of
Amazon.com and assigned a positive rating outlook as a result of
the company's consistent improvement in operating margins,
reduction in funded debt levels, and strengthening operating cash
flow.

These ratings are upgraded:

   * Senior implied of B1,

   * Issuer rating of B2,

   * Various convertible subordinated notes issues maturing 2009
     thru 2010 of B3,

   * Multiple shelf ratings of (P) B2, (P) B3, and (P) Caa1.

This rating is affirmed:

   * Speculative grade liquidity rating of SGL-2.


AMCAST INDUSTRIAL: Wants Court to Allow PBGC's $38 Mil. Claims
--------------------------------------------------------------
Amcast Industrial Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of Ohio, Western
Division at Dayton, to approve a settlement agreement with the
Pension Benefit Guaranty Corporation.

                     Nature of Conflict

Prior to their bankruptcy filing, the Debtors maintained the
Amcast Industrial Corporation Merged Pension Plan, which is a
single-employer defined benefit plan.  The PBGC administers the
defined benefit pension plan termination insurance program under
Title IV of the Employee Retirement Income Security Act of 1974.
As such, the PBGC guarantees the payment of pension benefits upon
the termination of a single-employer pension plan.

On March 11, 2005, the PBGC filed three proofs of claim against
the Debtors' estates:

   * an $83 million general unsecured claim on account of
     unfunded benefit liabilities resulting from the termination
     of Amcast's Pension Plan;

   * an unliquidated claim for any minimum funding contributions
     owed to the Pension Plan; and

   * a $109,720 administrative expense claim arising after
     Amcast's bankruptcy filing.

On June 20, the Debtors sought to reduce, modify or disallow the
PBGC's claims.

                      Settlement Agreement

The parties, recognizing the risks and costs of litigation, met,
conferred and negotiated an amicable settlement.  On July 20, the
PBGC and Amcast entered into a Settlement Agreement and Mutual
Release.  Under the agreement:

   * the PBGC's claim for the Pension Plan's unfunded benefit
     liabilities will be allowed at $38 million; and

   * the PBGC will be given an allowed $45,000 administrative
     claim.

Furthermore, the PBGC has the option to withdraw or change its
vote on the Debtors' Second Amended Plan of Reorganization if the
settlement is not approved on or before the confirmation date.
The Court will convene a hearing at 1:30 p.m. today,
July 28, to discuss the merits of the Debtors' Plan.

As previously reported, the Debtors' Plan provides for a 3% to 6%
recovery for general unsecured creditors owed approximately $40
million to $60 million.  A Creditor Trust with $1,750,000 in cash
and certain non-cash assets will be established.  The unsecured
creditors will share pro rata in the assets held by the Creditor
Trust.

Headquartered in Dayton, Ohio, Amcast Industrial Corporation
-- http://www.amcast.com/-- is a manufacturer and distributor of
technology-intensive metal products to end-users and supplier in
the automotive and plumbing industry.  The Company and its debtor-
affiliates filed for chapter 11 protection on Nov. 30, 2004
(Bankr. S.D. Ohio Case No. 04-40504).  Jennifer L. Maffett, Esq.,
at Thompson Hine LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $104,968,000 and
total debts of $165,221,000.


AMHERST TECHNOLOGIES: Taps Nixon Peabody as Bankruptcy Counsel
--------------------------------------------------------------
Amherst Technologies, LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New Hampshire for permission
to employ Nixon Peabody LLP as their general bankruptcy counsel.

Nixon Peabody will:

   a) render legal advice with respect to the Debtors' powers and
      duties as debtors-in-possession in the continued operation
      of their businesses and the management of their assets;

   b) prepare all necessary applications, answers, orders,
      reports, documents and other legal papers, and represent the
      Debtors at all Bankruptcy Court hearings and in matters
      pertaining to their affairs as debtors-in-possession,
      including prosecuting and defending litigated matters that
      may arise in the Debtors' chapter 11 cases;

   c) review the nature and validity of all liens asserted against
      the Debtors' property and advise them concerning the
      enforceability of those liens and assist the Debtors in
      reviewing, estimating and resolving claims asserted against
      the Debtors' estates;


   d) advise the Debtors regarding the ability to initiate actions
      to collect and recover property for the benefit of the
      estates and in connection with any potential property
      disposition;

   e) advise the Debtors in connection with the formulation,
      negotiation and promulgation of a plan of reorganization and
      its related documents;

   f) advise the Debtors concerning executory contracts and
      unexpired lease assumptions, assignments and rejections and
      lease restructurings and re-characterization;

   g) commence and conduct any litigation necessary to assert
      rights held by the Debtors, protect assets of their chapter
      11 estates and further the goal of completing their
      successful reorganization; and

   h) perform all other legal services to the Debtors that are
      necessary in connection with their chapter 11 cases.

Daniel W. Sklar, Esq., a Member of Nixon Peabody, is the lead
attorney for the Debtors.  Mr. Sklar disclosed that his Firm
received a $109,213.14 retainer.

Mr. Sklar reports Nixon Peabody's professionals bill:

      Designation                 Hourly Rate
      -----------                 -----------
      Counsel & Associates        $280 - $480
      Paralegals                   $80 - $100

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

Headquartered in Merrimack, New Hampshire, Amherst Technologies,
LLC -- http://www.amherst1.com/-- offers enterprise class
solutions including wired and wireless networking, server and
storage optimization implementations, document management
solutions, IT lifecycle solutions, Microsoft solutions, physical
security and surveillance and complex configured systems.  The
Company and its debtor-affiliates filed for chapter 11 protection
on July 20, 2005 (Bankr. D.N.H. Case No. 05-12831).  When the
Debtors filed for protection from their creditors, they estimated
assets and debts of $10 million to $50 million.


ANDROSCOGGIN ENERGY: Plan Filing Period Stretched to October 1
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine gave
Androscoggin Energy LLC until Oct. 1, 2005, to file a chapter 11
plan.  The Debtor also has until Dec. 1, 2005, to solicit
acceptances of that plan.

As reported in the Troubled Company Reporter on July 19, 2005, the
Debtor told the Court it needs more time to complete a confirmable
chapter 11 plan.  Androscoggin reminded the Court that the
assumption and assignment of its fixed price gas contracts and
transport agreements, as well as the rejection of the remaining
transport agreements, involves complex legal issues.  The
litigation and negotiations relating to these issues have been
time consuming for the Debtor's professionals and senior
management.

Androscoggin says its focus, since the bankruptcy filing, has been
to maximize the value of the business.  The Debtor marketed and
consummated the sale of its contracts for the purchase of natural
gas at fixed prices with AltaGas Ltd., Pengrowth Corporation, and
Canadian Forest Oil Ltd., and its contracts for the transportation
of natural gas with NOVA Gas Transmission Ltd. and TransCanada
PipeLines Ltd.  The proceeds from the sale of the contracts were
used to satisfy the Debtor's largest secured debt.

The Debtor disclosed that its Energy Services Agreement with the
International Paper Company is central to its plan of
reorganization.  The Debtor contends that allowing it more time to
formulate a plan based on the assumption or rejection of the
energy services agreement will result in the formulation of a
viable plan.

                 International Paper Litigation

The Debtor is challenging a jury's verdict in U.S. District Court
for the District of Illinois in litigation with International
Paper that resulted in a $41 million award to the paper company.
The Debtor thinks it may have to file an appeal with the United
States Court of Appeals for the Seventh Circuit Court.  The terms
of the Debtor's plan and the amount available to unsecured
creditors will depend on the outcome of the IP Litigation.

Headquartered in Boston, Massachusetts, Androscoggin Energy LLC,
owns, operates, and maintains an approximately 150-megawatt,
natural gas-fired cogeneration facility in Jay, Maine.  The
Company filed for chapter 11 protection on November 26, 2004
(Bankr. D. Me. Case No. 04-12221).  Michael A. Fagone, Esq., at
Bernstein, Shur, Sawyer & Nelson represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $207,000,000 and total
debts of $157,000,000.


ANTHRACITE 2005-HY2: Fitch Rates Cert. Classes F & G Low-B
----------------------------------------------------------
Fitch rates these Anthracite 2005-HY2 Ltd. and Anthracite 2005-HY2
Corp. notes:

     -- $116,406,000 class A notes due July 2045 'AAA';

     -- $52,593,000 class B notes due July 2045 'AA';

     -- $25,360,000 class C-FL deferrable interest notes due July
        2045 'A';

     -- $7,000,000 class C-FX deferrable interest notes due July
        2045 'A';

     -- $25,275,000 class D-FL notes due July 2045 'BBB';

     -- $13,500,000 class D-FX notes due July 2045 'BBB';

     -- $9,376,000 class E notes due July 2045 'BBB-';

     -- $58,000,000 class F notes due July 2045 'BB';

     -- $57,500,000 class G notes due July 2045 'B'.

The ratings reflect the credit enhancement provided to each class
by subordination of junior classes, the features of the underlying
collateral and the integrity of the legal and financial
structures, including advancing for liquidity by the master
servicer and the trustee of each underlying commercial mortgage-
backed securities transaction.

The ratings do not address the likelihood or frequency of
principal prepayments or the receipt of prepayment premiums,
default interest, additional interest or penalties.  The ratings
on the class A and B notes address the timely payment of interest
and ultimate payment of principal and the ratings on the class C,
D, E, F and G notes address the ultimate payment of interest and
principal as outlined in the governing documents.

The certificates are directly or indirectly secured by a portfolio
consisting of all or a portion of 56 classes of fixed-rate CMBS in
52 separate CMBS transactions and nine classes of real estate
investment trust securities.  Anthracite 2005-HY2 is a static
transaction with a 270-day ramp-up period and no reinvestment
period.  The collateral supporting the structure has been selected
by BlackRock Financial Management, Inc. and the portfolio has a
Fitch weighted average rating factor of 26.36 ('CCC+'/'CCC').

Periodic interest payments on the notes will be paid monthly for
classes A through E starting in August 2005, with the class F and
G notes receiving interest payments quarterly beginning in October
2005. The notes have a stated maturity of July 2045.

For more information, please refer to the presale report titled
'Anthracite 2005-HY2, Ltd.', available on the Fitch Ratings web
site at http://www.fitchratings.com/


BALLY TOTAL: Has Until Today to Solicit Consent for Waivers
-----------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE: BFT) extended the
Consent Date for holders of its 10-1/2% Senior Notes due 2011 and
9-7/8% Senior Subordinated Notes due 2007 to extend the waivers of
defaults under the indentures governing such notes to 5:00 p.m.,
New York City time, today, July 28, 2005.

The record date for determining noteholders eligible to submit
consents remains July 12, 2005.  Noteholders who have previously
submitted Letters of Consent are not required to take any further
action in order to receive payment of the Initial Consent Fee in
the event the Requisite Consents are received and the Initial
Consent Fee becomes payable in accordance with the terms of
Bally's Consent Solicitation Statements.  Noteholders who have not
yet consented are asked to submit the previously distributed
Letters of Consent in order to consent and receive any consent
fees that may be paid by the Company.

As previously announced, Bally has retained Deutsche Bank
Securities Inc. to serve as its solicitation agent and MacKenzie
Partners, Inc., to serve as the information agent and tabulation
agent for the consent solicitation.  Questions concerning the
terms of the consent solicitation should be directed to:

               Deutsche Bank Securities Inc.
               60 Wall Street, 2nd Floor
               New York, New York 10005
               Attention: Christopher White.

The solicitation agent may be reached by telephone at (212) 250-
6008.  Requests for documents may be directed to:

               MacKenzie Partners, Inc.
               105 Madison Avenue
               New York, New York 10016
               Attention: Jeanne Carr or Simon Coope.

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

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

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2005,
Standard & Poor's Rating Services lowered its ratings on Bally
Total Fitness Holding Corporation, including lowering the
corporate credit rating to 'CCC+' from 'B-'.

At the same time, Standard & Poor's changed its outlook on the
ratings to negative from developing.  Total debt outstanding at
Sept. 30, 2004, was $747.7 million.

"The rating actions are based on the potential for further delays
in the filing of financial statements and on related
uncertainties, in light of Bally's Audit Committee's recent
findings," said Standard & Poor's credit analyst Andy Liu.


BDR CORP: Confirmation Hearing Continues on Monday
--------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
will convene a telephonic conference call hearing on Monday,
August 1, 2005, at 11:00 a.m. to hear final arguments about
whether to confirm BDR Corporation's chapter 11 Plan of
Reorganization.  The confirmation hearing started two weeks ago.
If the Plan isn't be confirmed, the Honorable Patricia C. Williams
says she'll convert the Debtor's case will to a chapter 7
liquidation proceeding.

                        About the Plan

The Plan contemplates the sale of substantially all of BDR's real
estate and certain Dellen Wood Products equipment to Pristina
Pine.

Pursuant to the Plan, Administrative and Priority Tax Claims will
be paid in full on the confirmation date.

Bank of America asserts a $2.6 million claim against BDR.  The
Bank holds the mortgage on BDR's Building I-6 located on East
Flora Road, which serves as the Debtor's headquarters.  The Debtor
will fully pay the Bank's claim on the confirmation date.

General Electric Capital Corporation is owed about $1,609,796 on
account of equipment lease obligations.  The Debtor will pay GE
$1.4 million upon the closing of the "Woodeye" equipment sale to
Pristina Pine.  The rest of GE's claim will not be paid.

The estates of:
                                     Claim
                                     -----
     Ellen Lentes                 $1,623,481
     William E. Lentes               521,863
     Richard B. Lentes               314,800
     Randal S. Lentes                312,400

will be given replacement real estate after claims held by of the
Bank of America, GECC and general unsecured creditors are paid in
full.

General unsecured creditors Inland Empire Fire Protection and
Ellsworth Wright will be paid in full.

Equity interest holders and insider claims will be paid in
full after these four claims are satisfied:

        Claim Holder                  Claim Amount
        ------------                  ------------
      Dellen Wood Products              $59,449
      William E. Lentes                  62,010
      Randal S. Lentes                   39,926
      Richard B. Lentes                  39,961

Headquartered in Veradale, Washington, BDR Corporation, filed for
chapter 11 protection on May 5, 2004 (Bankr. E.D. Wash. Case No.
04-03639).  John F. Bury, Esq., at Murphy, Bantz & Bury, P.S.,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$6,919,609 in assets and $6,925,123 in debts.


BROADBAND OFFICE: U.S. Trustee Objects to Disclosure Statement
--------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, objects to
the Disclosure Statement explaining the Joint Liquidating Plan
filed by Broadband Office, Inc., and its Official Committee of
Unsecured Creditors.

                   Statutory Fee Complaint

Ms. Stapleton tells the U.S. Bankruptcy Court for the District of
Delaware that the payment of quarterly fees to the U.S. Trustee is
a strict statutory requirement for confirmation as stated in
Section 1129(a)(12) of the Bankruptcy Code.  The U.S. Trustee
asserts that quarterly fees payable to the Department of Justice
can't be averted, abrogated or avoided.  The Disclosure Statement,
Ms. Stapleton notes, is silent about the payment of those
quarterly fees and appears to lump the fees with other
administrative claims.

                Defective Liquidation Analysis

In addition, the U.S. Trustee thinks that the liquidation analysis
in the Disclosure Statement lacks substance.  She says that the
financial analysis must explain in detail how creditors will
receive a greater recovery under the proposed chapter 11 than in a
chapter 7 liquidation.

                      Release Provisions

Ms. Stapleton also says that the discussion about exculpation
provisions buried in the Disclosure Statement is unsatisfactory
and vague.

A full text copy of the Disclosure Statement is available for a
fee at:

   http://www.ResearchArchives.com/bin/download?id=050704022951

                        Terms of the Plan

Pursuant to the Plan, administrative claims, tax claims, secured
claims and priority claims will be paid in full.

Unsecured priority claims totaling $1,500,000 will be paid 50% to
100% in cash.

General unsecured creditors owed $47,000,000 will be paid
after all administrative, secured and priority claims are paid.
Payments to unsecured creditors will be made on the later of an
Initial Distribution Date and the date on which a claim becomes
allowed.  Recoveries by unsecured creditors are estimated at
2% to 3%.

Equity interest holders will receive nothing under the Plan.

                       Plan Administration

On the Effective Date, Rachelle B. Chong, Esq., will be appointed
as the BBO Responsible Party.  Ms. Chong will facilitate the
distribution of available cash to creditors, file objections to
claims and prosecute any litigation.

The Reorganized Debtor will retain William Plamondon as its sole
director and Ms. Ong as its sole officer.

Headquartered in San Mateo, California, Broadband Office, Inc.,
filed for chapter 11 protection on May 9, 2001 (Bankr. D. Del.
Case No. 01-1720).  BBO is now a non-operating company in the
process of liquidating its assets.  Adam Hiller, Esq., and David
M. Fournier, Esq., at Pepper Hamilton LLP represent the company.
When the Company filed for protection from its creditors, it
listed $100 million in assets and debts.


CATHOLIC CHURCH: Spokane Wants Exclusive Period Hearing Continued
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on April 13, 2005,
the Roman Catholic Church of the Diocese of Spokane asked the U.S.
Bankruptcy Court for the Eastern District of Washington to extend
the period within which it has the exclusive right to file a plan
until January 6, 2006, and the exclusive right to solicit
acceptance of the plan until March 10, 2006.

Judge Williams continues the hearing on the Diocese of Spokane's
request to August 1, 2005, at 1:30 P.M., in open court.

                    Spokane Wants More Time

Michael J. Paukert, Esq., at Paine, Hamblen, Coffin, Brooke &
Miller LLP, in Spokane, Washington, informs the U.S. Bankruptcy
Court for the Eastern District of Washington that the August 1,
2005 hearing on exclusivity issues is premature, given:

   (a) the pending decision on the "property of the estate"
       issues; and

   (b) resolution of the pending motion to establish a claims bar
       date and notice format, which is scheduled for hearing on
       August 18, 2005.

The Diocese asks Judge Williams to continue the hearing on
exclusivity until after the Court decides on the Property of the
Estate issues and the Bar Date Motion is heard.

The Diocese has requested that objecting parties voluntarily
continue the August 1 hearing date, but counsel for the Tort
Litigants Committee refused to continue the hearing unless the
Diocese agreed to the Tort Litigants' demands for a mid-October
2005 termination of exclusivity.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 35; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Spokane Gets Ok to Hire BMC Group as Claims Agent
------------------------------------------------------------------
Judge Williams of the U.S. Bankruptcy Court for the Eastern
District of Washington authorizes the Roman Catholic Church of the
Diocese of Spokane to employ BMC Group, Inc., as Noticing and
Claims Agent effective as of May 19, 2005.

As reported in the Troubled Company Reporter on June 23, 2005, the
Diocese of Spokane sought authority from the U.S. Bankruptcy Court
for the Eastern District of Washington to employ BMC Group, Inc.,
to develop notice procedures for the Claims Bar Date and assist
the Diocese in administering the claims.

BMC specializes in providing comprehensive consulting and
bankruptcy data management services to Chapter 11 debtors to
streamline and manage the administrative burdens imposed on them.
BMC's services include, but are not limited to, claims receipt and
recordation, acting as information agent, reconciliation of claims
as well as administration of plan of reorganization votes and
distributions under the plan of reorganization.  BMC has
experience in developing claims notice procedures and
administering claims process in cases similar to the Diocese's
case, including the bankruptcy of the Archdiocese of Portland in
Oregon.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 35; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CE GENERATION: S&P Holds BB- Ratings on $400 Million Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' rating on CE
Generation LLC's $400 million senior secured notes due 2018
($324 million outstanding as of March 31, 2005) and revised the
outlook to positive from stable.

CE Generation, which is owned 50% by MidAmerican Energy Holdings
Co. and 50% by TransAlta Corp., is the holding company for MEHC's
interests in its U.S. qualifying facilities (QF).  The total
capacity of CE Generation's 13-project portfolio is 829 MW, with
CE Generation's net ownership totaling 769 MW.  Debt service on CE
Generation's notes is structurally subordinate to about $393
million of long-term project-level debt. Although the cash flows
come from a number of projects, the portfolio effect is limited in
that 10 of the 13 projects are part of Salton Sea Funding Corp.'s
geothermal portfolio, which together with Saranac, a QF in New
York State, the company expects to provide most of the cash flow
through 2009.

"After 2009, when the Saranac contract expires, Salton Sea will
provide most of the cash flow," said Standard & Poor's credit
analyst Scott Taylor.  "This could be problematic, as
distributions from Salton Sea are subject to a 1.5x debt service
coverage test," he continued.

The positive outlook reflects current strong SRAC pricing, and
S&P's view that if current pricing trends continue or even
moderate somewhat, Salton Sea will likely be able to extend its
contract SRAC pricing at prices that would provide for reasonable
coverage through the critical period at Salton Sea.  Entry into
such a contract resulting in greater certainty in energy pricing
over the long term at Salton Sea, or improving merchant markets in
regions where QF contracts' expirations could lead to a higher
rating.  Low energy pricing at Salton Sea triggering its cash
trap, or extended operating problems at Salton Sea or Saranac
could lead to a negative outlook or downgrade.


CHENIERE ENERGY: Moody's Withdraws All Debt & Liquidity Ratings
---------------------------------------------------------------
Moody's withdrew all debt and liquidity ratings assigned to
Cheniere Energy, Inc., for its April 2005 marketing of $500
million of 10-year senior unsecured notes.  That offering was not
executed and Cheniere's subsequent evaluations of financing
alternatives did not lead to any rated debt being brought to
market.

Since Cheniere has no rated debt and its credit will not be
monitored, Moody's policy requires the withdrawal of all Cheniere
ratings.  Ratings withdrawn include:

   * the prior B3 senior unsecured note rating;
   * the B1 corporate family rating; and
   * the SGL-2 liquidity rating.

Moody's did not rate Cheniere's recent offering of $300 million of
convertible senior unsecured notes due 2012.  Investors should not
assume that that Moody's prior ratings are relevant to the
company's new capital structure.

Cheniere Energy, Inc. is headquartered in Houston, Texas.


CHOICE HOTELS: June 30 Balance Sheet Upside-Down by $185.1 Million
------------------------------------------------------------------
Choice Hotels International, Inc., (NYSE:CHH) reported these
highlights for the second quarter of 2005:

   -- Operating income increased 16% to $37.4 million for second
      quarter 2005 compared to $32.1 million for prior year;

   -- Domestic unit growth increased 5.5%;

   -- New hotel franchise contracts increased 15% for second
      quarter 2005 to 173, year-to-date new domestic hotel
      franchise contracts were up 19% to 276;

   -- Franchising margins for second quarter 2005 increased to
      63.3% from 61.5% for prior year;

   -- Royalty revenues rose 12% and franchising revenues increased
      13% for second quarter 2005, total revenues increased 14%;

   -- Initial franchise and relicensing fees increased 26% for
      second quarter 2005;

   -- Domestic system-wide revenue per available room (RevPAR)
      increased 5.1% to $37.95 for second quarter 2005 compared to
      prior year results;

   -- The domestic hotel pipeline is up more than 19% to 471
      hotels representing 36,058 rooms; the worldwide pipeline
      increased 19% to 563 hotels, representing 44,387 rooms;

   -- Company increases full year 2005 guidance to $2.43 to $2.48;
      announces 2005 third quarter guidance of $0.82 to $0.85
      diluted earnings per share.

"A strong economy, growing travel demand and heightened interest
in our brands by hotel developers and owners contributed to
excellent second quarter results," said Charles A. Ledsinger, Jr.,
president and chief executive officer.  "We experienced a 13%
increase in franchising revenues and were able to expand our
franchising margin for the quarter by 180 basis points to 63%."

He added, "We continue to see strong demand for our conversion and
new construction brands, underscored by a 26% growth in initial
franchise and relicensing fees.  We are optimistic that we are
well positioned to benefit from continued strong consumer and
developer demand for our brands in our competitive segments in
2005.  Cambria Suites, our new upscale brand, is off to a great
start with six deals executed in the 1st half."

               Second Quarter 2005 Performance

Choice reported second quarter 2005 net income of $21.5 million, a
23% increase in diluted EPS over the same period in 2004.

Operating income for second quarter 2005 increased 16% from
$32.1 million to $37.4 million.  Franchising margins for the
second quarter increased to 63.3% from 61.5% reported for the same
period a year ago.

Royalty revenues for second quarter 2005 were $46.5 million,
compared to $41.7 million for second quarter 2004, a 12% increase.

The company also reported total revenues of $122.4 million for
second quarter 2005, compared to $107.2 million in second quarter
2004, an increase of 14%.  Franchising revenues, which include
royalty revenues, initial franchise and relicensing fees, partner
services and other revenue, increased 13% in second quarter 2005
to $58.5 million from $51.8 million for the same period a year
ago.

System-wide RevPAR was $37.95 for second quarter 2005, compared to
$36.10 for the same period in 2004, a 5.1% increase.

For the second quarter of 2005, the effective royalty rate
increased 5 basis points from 4.04% to 4.09%.

For the first six months of 2005, Choice reported net income of
$33.5 million, or $1.01 diluted EPS, increases of 15% and 22%
respectively over the $29.1 million and $0.83 diluted EPS reported
for the first six months of 2004. Operating income through June
30, 2005 increased 17% to $59.7 million, compared to $51.0 million
for the same period a year ago.

For the first half of 2005, royalty revenues grew 11% to $80.2
million from $72.4 million in the first half of 2004.

For the first half of 2005, total revenues were $213.7 million, an
increase of 10% over the same period in 2004. Franchising revenues
were $99.7 million, a 12% increase over the $88.9 million reported
in the first six months of 2004. Franchising margins for the first
six months of 2005 increased to 59.3% from 57.0% for the same
period a year ago.

System-wide RevPAR was $33.32 for the six months ended June 30,
2005, compared to $31.62 for the same period in 2004, an increase
of 5.4%.

The effective royalty rate for the first half of 2005 was 4.08%, a
5 basis point improvement from 4.03% for 2004

                           Unit Growth

The number of domestic Choice hotels on-line grew by 5.5% to 3,926
(317,477 rooms on-line) as of June 30, 2005, from 3,723 (301,182
rooms on-line) as of the same period a year ago. Net domestic
franchise additions in second quarter 2005 were 58 compared to 35
for the same period in 2004. For the first six months of this
year, net domestic franchise additions were 92, compared to 87 for
the same period a year ago.

Choice executed 173 new domestic hotel franchise contracts
representing 14,432 rooms in second quarter 2005, compared to 151
new contracts representing 13,094 rooms for the same period a year
ago, increases of 15% and 10%, respectively. For the year through
June 30, 2005, Choice has executed 276 new domestic hotel
franchise contracts, representing 23,238 rooms, compared to 232
contracts, representing 19,987 rooms, for the same period in 2004,
both increases of more than 16%.

These increases in executed contracts and an increase in the
number of existing franchise relicensings have contributed to a
26% increase in initial franchise and relicensing fees for both
the three and six months ended June 30, 2005, compared to the same
periods in 2004.

For second quarter 2005, 59 contracts for new construction hotel
franchises, representing 4,629 rooms, were executed, compared to
33 contracts, representing 2,226 rooms for the same period a year
ago, increases of approximately 79% and 108% respectively. For the
six months ended June 30, 2005, 93 contracts for new construction
hotels representing 7,055 rooms were executed, representing
increases of 55% and 71%, respectively, compared to 60 contracts,
representing 4,136 rooms, for new construction hotels for the same
period a year ago.

As of June 30, 2005, Choice had 471 hotels under development in
its domestic hotel system, representing 36,058 rooms, compared to
395 hotels and 30,841 rooms at the same date in 2004, increases of
19% and 17% respectively,

As of June 30, 2005, the number of Choice hotels on-line worldwide
grew 4.1% to 5,087 from 4,884 as of the same date a year ago. This
growth represents an increase of 4.7% in the number of rooms open
to 414,688 from 396,013. As of June 30, 2005, Choice had 563
hotels under development worldwide, representing 44,387 rooms,
compared to 475 hotels, representing 37,997 rooms, at the same
date in 2004.

                   Use of Free Cash Flow

The company has consistently used the free cash flow (cash flow
from operations less capital expenditures) generated from its
operations to return value to shareholders. This is primarily
achieved through share repurchases and dividends.

For the six months ended June 30, 2005, the company purchased 0.3
million shares of its common stock at an average price of $60.05
per share for a total cost of $18.8 million. The company has
remaining authorization to purchase up to 1.5 million shares.
Since Choice announced its stock repurchase program on June 25,
1998, the company has purchased 32.8 million shares of its common
stock at an average price of $20.75 per share and a total cost of
$682 million.

For the six months ended June 30, 2005, the company paid $14.5
million of cash dividends to shareholders. The current annual
dividend rate on the company's common stock is $0.90 per share.

The company expects to continue to return value to its
shareholders through a combination of share repurchases and
dividends.

Choice Hotels International -- http://www.choicehotels.com/--  
franchises more than 5,000 hotels, representing more than 400,000
rooms, in the United States and more than 40 countries and
territories.  As of June 30, 2005, 471 hotels are under
development in the United States, representing 36,058 rooms, and
an additional 92 hotels, representing 8,329 rooms, are under
development in more than 40 countries and territories.  The
company's Cambria Suites, Comfort Inn, Comfort Suites, Quality,
Clarion, Sleep Inn, Econo Lodge, Rodeway Inn and MainStay Suites
brands serve guests worldwide.

At June 30, 2005, Choice Hotels' balance sheet showed a
$185,127,000 stockholders' deficit, compared to a $203,053,000
deficit at Dec. 31, 2004.


COVANTA ENERGY: Terminates Existing Credit Facilities
-----------------------------------------------------
As previously reported, Covanta Energy Corporation entered into
two credit and guaranty agreements with syndicates of lenders led
by Goldman Sachs Credit Partners, L.P. and Credit Suisse.  Under
the Credit Agreements, the Lenders agreed to provide senior
secured credit facilities of up to $1.115 billion.

The proceeds of the loans were used to pay for a portion of the
purchase price of American Ref-Fuel Holdings Corp. and related
fees, commissions, premiums and expenses, and to refinance the
outstanding recourse debt of Covanta and its international holding
company, Covanta Power International Holdings, Inc.  The proceeds
will also be available for Covanta's working capital and general
corporate needs.

As previously reported, Covanta borrowed $675 million and issued
approximately $322 million in letters of credit in connection with
the acquisition of ARC.

                        Credit Agreements

The Credit Agreements consist of:

   (1) A $715,000,000 Credit and Guaranty Agreement, dated
       June 24, 2005, among:

       * Covanta;

       * Danielson and certain Covanta subsidiaries, as
         guarantors;

       * various lenders;

       * Credit Suisse, Cayman Islands Branch, as Joint Lead
         Arranger and Co-Syndication Agent;

       * Goldman Sachs Credit Partners, L.P., as Joint Lead
         Arranger, Co-Syndication Agent, Administrative Agent and
         Collateral Agent;

       * JPMorgan Chase Bank, as Co-Documentation Agent,
         Revolving Issuing Bank and a Funded LC Issuing Bank;

       * UBS Securities LLC, as Co-Documentation Agent;

       * UBS AG, Stamford Branch, as a Funded LC Issuing Bank;
         and

       * Calyon New York Branch, as Co-Documentation Agent.

   (2) A $400,000,000 Second Lien Credit and Guaranty Agreement,
       dated June 24, 2005, among:

       * Covanta;

       * Danielson and certain Covanta subsidiaries, as
         guarantors;

       * various lenders;

       * Credit Suisse, Cayman Islands Branch, as Joint Lead
         Arranger, Co-Syndication Agent, Administrative Agent,
         Collateral Agent and Paying Agent; and

       * Goldman Sachs Credit Partners, L.P., as Joint Lead
         Arranger and Co-Syndication Agent.

The First Lien Term Loan Facility consists of:

   (a) a first priority secured term loan facility for
       $275 million that matures in 2012;

   (b) a first priority secured revolving credit facility for
       $100 million, up to $75 million of which may be
       utilized for letters of credit, that matures in 2011;

   (c) a first priority secured funded letter of credit facility
       for $340 million that matures in 2012; and

The Second Lien Term Loan Facility matures in 2013.

                         *     *     *

In connection with its entry to the Credit and Guaranty Agreement,
and the Second Lien Credit and Guaranty Agreement, effective as of
June 24, 2005, Covanta Energy Corporation terminates all of its
and Covanta Power International Holdings, Inc.'s existing credit
facilities and discharge the high yield secured notes and
unsecured notes it previously issued.

The proceeds obtained through the new credit facilities were used
to pay and satisfy in full Covanta's obligations related to the
termination and discharge.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad.  The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities.  On March 10, 2004, Covanta Energy
Corporation and its core subsidiaries emerged from chapter 11 as a
wholly owned subsidiary of Danielson Holding Corporation.  Some of
Covanta's non-core subsidiaries have liquidated under separate
chapter 11 plans. (Covanta Bankruptcy News, Issue No. 81;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CREDIT SUISSE: Moody's Reviews Class C-B-4 Bonds' B1 Rating
-----------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade ten subordinated tranches from five mortgage-backed
securitization issued by Credit Suisse First Boston Mortgage
Securities Corp. in 2001 and 2002.  The actions are based on the
fact that the bonds' current credit enhancement levels, including
excess spread where applicable, may be low compared to the current
projected loss numbers for the current rating level.

The complete rating actions are:

Issuer: Credit Suisse First Boston Mortgage Securities Corp.

Review for downgrade:

   * Series 2001-4; Class M-2, current rating A2, under review for
     downgrade

   * Series 2001-AR7; Class IV-B, current rating Baa2, under
     review for downgrade

   * Series 2001-28; Class I-B-1, current rating A3, under review
     for downgrade

   * Series 2001-28; Class I-B-2, current rating Baa3, under
     review for downgrade

   * Series 2001-28; Class I-B-3, current rating B1, under review
     for downgrade

   * Series 2001-28; Class I-B-4, current rating Caa2, under
     review for downgrade

   * Series 2001-33; Class III-B-2, current rating A3, under
     review for downgrade

   * Series 2001-33; Class III-B-3, current rating Baa3, under
     review for downgrade

   * Series 2002-AR8; Class C-B-3, current rating Baa2, under
     review for downgrade

   * Series 2002-AR8; Class C-B-4, current rating B1, under review
     for downgrade


CRICKET COMMS: Moody's Affirms $710 Million Loan Ratings at B1
--------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
(formerly known as the senior implied rating) of Leap Wireless
International, Inc., and the B1 ratings on the senior secured
credit facilities of its principal subsidiary Cricket
Communications, Inc.  The outlook for these ratings remains
stable.  However, Moody's lowered Leap's speculative grade
liquidity rating to SGL-2 from SGL-1.

The affected ratings are:

Leap Wireless International, Inc.:

   * Corporate family affirmed at B1
   * Speculative Grade Liquidity downgraded to SGL-2 from SGL-1

Rating outlook stable

Cricket Communications, Inc.:

   * $110 million senior secured revolving credit affirmed at B1

   * $600 million (increased from $500 million) senior secured
     term loan affirmed at B1

Rating outlook stable

The B1 corporate family rating continues to reflect the good
financial profile of the company with low leverage (debt/LTM
EBITDA approximately 2.5 times) and good interest coverage
(EBITDA/Interest over 6 times) tempered by the uncertain economics
of the company's business model over the longer term as
competition for its target market increases.  The rating also
anticipates that the company will become a net consumer of cash
over the intermediate term as Leap and its 75% owned subsidiary,
Alaska Native Broadband 1, launch service in 13 new markets using
spectrum won in Auction 58.  The B1 rating on the $710 million of
senior secured credit facilities available to Cricket
Communications, a subsidiary of Leap Wireless International,
reflects the preponderance of these obligations in the company's
debt capital base.

Leap's business model of providing nearly unlimited calling from a
local area for a flat rate, with the recent availability of
roaming for a additional per-minute charge, has proven quite
attractive in its 39 markets, with just over 6% penetration of the
25.9 million potential customers covered by Leap's networks.  This
model requires Leap to be the low cost provider of minutes, and to
find a sustainable market for its unlimited local, limited
roaming, wireless offering.

However, Leap is significantly smaller than its principal national
competitors, and has access to significantly lower financial
resources.  Further, as total wireless penetration in the US now
exceeds 60%, all players are paying more attention to the market
segments attracted to the Cricket service, i.e., people with
little credit history and of lower credit quality.

Leap currently offers its Cricket branded wireless service in 39
markets and has attracted over 1.6 million subscribers by the end
of March 2005.  Leap's target market segment can be difficult to
serve profitably as churn rates are higher than industry average.

In 2004, Leap's churn rate was 3.9% and the company has guided to
a 3.5% to 4.0% churn rate in 2005.  Further, subscriber growth has
been choppy recently with 1Q05 net subscriber additions 30% below
1Q04 net subscriber additions, and 1Q05 ending subscribers are
only 5% higher than in the year ago quarter.  In Moody's opinion,
this reflects heightened competition from prepaid providers as
well as less expensive family plan and add-a-line offers from the
larger carriers.  Moody's expects this competition to continue to
increase.

Nonetheless, due to its fairly simple all-you-can-call local
wireless offering, Leap is a low cost operator able to withstand
churn levels higher than industry average.  Due to its low
operating and subscriber acquisition costs, Leap generated a 34%
EBITDA margin on service revenues for the last four quarters.
With 1.6 million subscribers and still growing, the company has
demonstrated market acceptance of its differentiated offering that
should also find success in the new markets being launched by the
company.

The stable ratings outlook incorporates Moody's expectation for
lower EBITDA and higher-than-run-rate capital spending in 2006,
but for positive free cash flows to be generated by 2007.  The
ratings could be improved should the company:

   * grow its subscriber base in its existing as well as new
     markets;

   * reduce churn rates closer to 3% per month; and

   * generate free cash flow in excess of 15% of total debt.

But should ARPU decline, churn increase and growth stagnate, or
should Moody's lose confidence that Leap will return to free cash
flow generation by 2007, the ratings are likely to be lowered.

The revised speculative grade liquidity rating of SGL-2 reflects
the dilution of the company's liquidity position due to the
buildout and launch of 13 new markets by Cricket and ANB1 that
will make Leap a net consumer of cash over at least the next 12
months.  Nonetheless, Moody's believes Leap has a "good" liquidity
position with a high cash balance that will be augmented by
upcoming asset sales, and Moody's expectation that Leap will
retain full access to its entire $110 million revolving credit
facility (which is currently undrawn).  Upcoming term loan
amortization requirements are quite modest, and Moody's projects
ample covenant cushion.  The combination of these factors (large
cash balance, undrawn revolver, and ample covenant cushion
tempered by expected cash depletion) produce a good liquidity
profile warranting an SGL-2 speculative grade liquidity rating.

Headquartered in San Diego, Leap Wireless International is a
wireless service provider in 39 markets with 1.6 million
subscribers and LTM revenues of $846 million.


DELTA AIRLINES: "More Must Be Done and Be Done Quickly"
-------------------------------------------------------
"In view of the unusual market activity in Delta Air Lines Inc.'s
stock" yesterday, the New York Stock Exchange issued a statement
saying it had "contacted the company and asked the company issue a
public statement indicating whether there are any corporate
developments which may explain the unusual activity."  Shares in
Delta opened at $3.40, fell to $2.70 before 12:00 noon, and closed
at $2.99.  Nearly 20% of outstanding Delta shares traded hands
yesterday.

"The company stated that its policy is not to comment on unusual
market activity or rumors," the Big Board disclosed.

CEO Gerald Grinstein circulated a memo to Delta's 60,000 employees
Tuesday saying, "more must be done and be done quickly" to cut
costs, make the carrier profitable, and avert a chapter 11 filing.
As of June 30, 2005, Delta says it has implemented initiatives
intended to achieve approximately 85% of the targets outlined in
its transformation plan, and believes it is on track to deliver
the full $5 billion in benefits by the end of 2006.  The full-text
of Mr. Grinstein's memo says:

                                           Delta
                                           Internal Memorandum
                                           Date: July 26, 2005

          To: All Delta Employees

        From: Jerry Grinstein, Chief Executive Officer

     Subject: Delta's Second Quarter Results

     Last week we announced Delta's financial results for this
     year's second quarter and, as many of you may know by now,
     we reported a net loss of over $380 million.  After all the
     hard work and sacrifice coupled with the great progress
     we've made under our transformation plan as a result,
     posting a large financial loss, though not unexpected, is
     still disappointing.  For many of you, it also may be
     puzzling because other legacy carriers subject to equally
     high fuel prices reported modest quarterly profits. What's
     going on?

     Simply put, it is in large part a matter of timing and
     competitive market challenges unique to Delta.

     First, timing: Remember, we are still in the process of
     implementing our transformation plan, which calls for the
     delivery of more than $5 billion in annual benefits by the
     end of next year, compared to 2002. Having delivered to date
     more than $2.7 billion in annual benefits, we are on track
     with that initiative and we continue to make good progress
     on the cost-cutting side. Our mainline cost per available
     seat mile (CASM), excluding fuel and special items, has been
     reduced by a remarkable 14.3 percent compared to the same
     period in 2004. But, because it takes time to implement some
     of the changes, we do not yet have the benefit of the plan's
     full savings to help offset the record-high fuel prices.

     Second, competitive market challenges unique to Delta: The
     overlap with low-cost carriers in our markets is greater
     than any other network airline. Therefore, Delta is more
     susceptible to LCC pricing pressures. We currently cannot
     capture as much revenue per passenger, especially on the
     East Coast, as legacy carriers with a different LCC market-
     presence mix are able to do.

     What are we doing to address our challenges?

     In light of persistently high fuel prices, we recently reset
     the cap on SimpliFares and are intensifying our fuel
     conservation efforts. Having spent an astounding $1.1
     billion in fuel in this year's second quarter alone (which
     is almost $400 million more than we spent this time last
     year), and because every penny increase in the average
     annual cost per gallon of jet fuel drives approximately $25
     million in additional mainline fuel expense, based on our
     expected fuel consumption for 2005, efforts at every level
     of the company to save fuel and offset its cost make a
     difference.

     We are aggressively pursuing ways to further reduce costs
     and increase revenue. Thanks to your sacrifices and to
     efforts such as the de-hubbing of Dallas/Fort Worth and
     Project Clockwork, we now have a unit cost structure that we
     expect will be the lowest of the network carriers this
     quarter -- and within striking distance of the low-cost
     carriers by the end of 2006. And, due to initiatives like
     SimpliFares, the realignment of our network, and an
     intensified focus on revenue management, our revenue per
     available seat mile (RASM) on a year-over-year basis has
     been improving steadily. In fact, while RASM began trending
     downward year-over-year in January, it has improved every
     subsequent month in 2005. RASM turned positive during the
     second quarter, with the best improvement in June.

     We also are addressing structural network issues that affect
     our revenue performance versus our competition. Working
     within the framework of our plan and with the assets we
     have, we are simplifying our airline and better utilizing
     our fleet, increasing international and point-to-point
     flying as quickly as we can reallocate and reconfigure
     aircraft, and building on our momentum to become even more
     productive and deliver even greater operational
     efficiencies. Through initiatives such as scheduling
     redesigns, we know these efforts work. For example, as of
     June 1, 2005, we have freed up the equivalent of 31
     additional aircraft since last year for growth and fleet
     simplification.

     And, importantly, together we are pushing for meaningful
     pension reform. Already this year, Delta has made payments
     of approximately $315 million for pension obligations,
     including $95 million in the June quarter. But in light of
     the significantly higher pension payments that loom ahead,
     legislation that can help make it more affordable for Delta
     to provide our employees and retirees with retirement
     benefits they've already earned is an important component of
     our transformation plan.  I am particularly pleased that
     Senator Isakson, a co-sponsor of legislation designed to
     help us meet our pension obligations, as well as
     Representative Price and Representative Westmoreland, were
     able to join us at Delta's Atlanta headquarters on July 25th
     at an event to recognize the importance of pension reform.
     We thank these Congressional leaders for their efforts, and
     ask all of you to continue to make your voices heard in
     Washington.

     In light of what we have accomplished together so far, there
     can be no doubt that Delta's transformation plan is
     delivering results. What is also clear is that it is not
     enough. The high price of fuel, the interest expense on our
     debt, and other factors have significantly outpaced our
     transformation initiatives and masked our progress. Clearly,
     more must be done, and be done quickly. We have always
     anticipated the need to expand Delta's plan, and we are
     doing just that. The senior leadership team is continuing to
     identify additional, innovative ways to get the most out of
     what our network and fleet have to offer. We'll be
     announcing changes to our fall schedule this week and other
     improvements, soon.

     Maintaining our momentum is particularly important now
     because, as this quarter's financial results demonstrate,
     time is of the essence. Preserving sufficient liquidity --
     meaning enough cash to run our operation, meet the financial
     covenants in our financing agreements, pay our bills, and
     protect our assets -- is crucial to our ability to survive
     and compete over the long-term. As many of you are aware,
     given our financial situation, there is renewed speculation
     about bankruptcy. We have been candid about the risk that a
     number of factors, some of which are beyond our control,
     will affect our ability to avoid a Chapter 11 filing.
     However, we are still working to pursue an out-of-court
     solution, even as we face increasing financial pressures.
     And no matter how we address our immediate financial
     challenges, our ability to survive and to compete over the
     long term will depend on the continued development and
     execution of a transformation plan for Delta that is
     designed to make us competitive in today's challenging
     marketplace and strong and profitable in the future. Over
     the long-term, I believe that to be an achievable goal.

     In the midst of our transformation, the top priority for all
     of us must be an ongoing commitment to take care of our
     customers. Many of our changes are designed to improve the
     customer experience -- from refurbishing cabins to
     simplifying our frequent flyer program to improving on-time
     reliability and reducing airport congestion. During this
     time of uncertainty, you are stepping up and contributing,
     which is the single most important thing you can do. The
     marks Delta receives from passengers for friendliness,
     helpfulness and enhanced experiences on-board and at-the-
     gate continue to improve -- affirming what I know to be
     true: Delta people make the difference.

     I have great faith in the Delta team, which is
     unquestionably the best in the industry. With our senior
     leadership now realigned and strengthened to better and more
     quickly carry out our strategic objectives, this company is
     poised to meet the challenges with speed, decisiveness and
     flexibility. I am confident that, by working together, Delta
     people at every level will continue to rise to the occasion
     with the same spirit and determination that has made this
     airline great throughout the past 76 years.

                                      /s/ Jerry

                                   Jerry Grinstein

Delta Air Lines -- http://delta.com/-- is the world's second-
largest airline in terms of passengers carried and the leading
U.S. carrier across the Atlantic, offering daily flights to 490
destinations in 85 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners.  Delta's
marketing alliances allow customers to earn and redeem frequent
flier miles on more than 14,000 flights offered by SkyTeam and
other partners.  Delta is a founding member of SkyTeam, a global
airline alliance that provides customers with extensive worldwide
destinations, flights and services.

At June 30, 2005, Delta Air's balance sheet showed a $6.985
billion stockholders' deficit, compared to a $5.8 billion deficit
at Dec. 31, 2004.  Delta reported a net loss for the June 2005
quarter of $382 million, compared to a net loss of $2.0 billion in
the prior year quarter.  Delta's operating loss for the June 2005
quarter was $129 million.


DVI INC: Liquidating Trustee Files Third Post-Confirmation Report
-----------------------------------------------------------------
Dennis J. Buckley, the Liquidating Trustee of the DVI Liquidating
Trust, established pursuant to the confirmed First Amended Joint
Plan of Liquidation filed by DVI, Inc., and its debtor-affiliates,
delivered his third post-confirmation report to the U.S.
Bankruptcy Court for the District of Delaware.

The Trustee's report covers the period from April 1, 2005, through
June 30, 2005.
                          *    *    *

                        Segregated Funds
                        ----------------
                                                Amount
                                                ------
                                     Beginning           Ending
                                     ---------           ------
     Litigation Fund                 $  561,596      $  242,369
     Trust Administrative Fund       $  130,883      $   65,663
     Unencumbered Cash Fund          $2,565,664      $1,400,760

                          *    *    *

                    Trust Asset and Liabilities
                        as of June 30, 2005:
                        --------------------

         A. Assets                                      Amount
            ------                                      ------
            Segregated Funds                         $1,708,793

            Available Distribution from              $1,403,118
            the Collection Account

            Preference Litigation                         TBD
            Recoveries

            Litigation Recoveries                         TBD

            Net Asset Liquidation Value              $6,752,644
                                                     ----------
            Estimated Total Assets                   $9,864,556

         B. Liabilities                                   Amount
            -----------                                   ------
            DIP Additional Interest                   $8,005,210
            Allowed Administrative Claim              $  146,881
            Priority Tax & Other Priority Claims          TBD
            Balance of Unpaid Professional Fees       $3,150,000
            Post Effective Invoices                   $  110,400
            Pre  Effective Invoices                   $  120,600
                                                      ----------
            Estimated Total Liabilities              $11,533,091

The Trustee also reports that:

   -- to date, Preference Litigation Recoveries and Litigation
      Recoveries total $139,465;

   -- out of the $2,295, 403 administrative claims filed,
      $1,677,633 have been settled, expunged or withdrawn;

   -- the DIP facility plus interest was paid in full on June 9,
      2005; and

   -- priority and other priority claims filed and not expunged
      or withdrawn total $6,050,546; approximately $4,670,000 of
      the priority claims are with pending objections and
      $1,380,000 will be included in future objections.

                          *    *    *

              Plan and Asset Management Agreement

The following proceeds were collected from assets liquidated
during the report period:
                                          Amount
                                          ------
                Domestic Assets       $ 5,681,498
                Int'l Assets          $14,474,431
                Recovery Assets       $   107,978
                                      -----------
                Total Liquidation     $20,263,909

                          *    *    *

                           Litigation

A. Rec. III Litigation

   Prior to confirmation, the Official Committee of Unsecured
   Creditors commenced an adversary proceeding [Case No. 03-
   57446] against Rec. III, Johl Does Nos. 1 through 50, Nomura
   Credit & Capital, Inc., U.S. Bank, XL Capital Assurance Inc.,
   Harris Nesbitt Corp.  The suit involves two notes issuded by
   Rec. III.  The Bankruptcy Court will hold a final pre-trial
   conference on March 6, 2006, at 9:30 a.m.

B. D&O Litigation

   The Creditors' Committee commenced an avoidance action against
   the Debtors' officers and directors in June of 2004.  The case
   was filed in the U.S. District Court for the District of
   Delaware [Case No. 04-955].  The suit asserts claims against:

       * Michael A. O'Hanlon, former CEO and President;
       * Steven R. Garfinkel, former EVP and CFO;
       * Richard E. Miller, former EVP and President of DVI-FS;
       * John P. Boyle, former CAO and Secretary;
       * Anthony J. Turek, former Chief Credit Officer;
       * Raymond D. Fear, former VP of DVI;
       * Gerald L. Cohn, Director since 1986;
       * William S. Goldberg, Director since 1995;
       * John E. McHugh, Director since 1990;
       * Harry T.J. Roberts, Director since 1996; and
       * Nathan Shapiro, Director since 1995.

The Committee alleges that the Debtors' former directors and
officers caused the companies' insolvency and exarcebated the
Debtors' deepening financial woes.  The case awaits the District
Court's decision.

DVI, Inc., the parent company of DVI Financial Services, Inc., and
DVI Business Credit Corporation, provide lease or loan financing
to healthcare providers for the acquisition or lease of
sophisticated medical equipment.  The Company, along with its
affiliates, filed for chapter 11 protection (Bankr. Del. Case
No. 03-12656) on Aug. 25, 2003.  Bradford J. Sandler, Esq., at
Adelman Lavine Gold and Levin PC, represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,866,116,300 in total assets and
$1,618,751,400 in total debts.  On Nov. 24, 2004, Judge Walrath
confirmed the Amended Joint Plan of Liquidation filed by DVI,
Inc., and its debtor-affiliates.


ELCOM INT'L: June 30 Balance Sheet Upside-Down by $4.9 Million
--------------------------------------------------------------
Elcom International, Inc. (OTC Bulletin Board: ELCO; AIM: ELC and
ELCS), reported operating results for its second quarter ended
June 30, 2005.

Net revenues for the quarter ended June 30, 2005 increased to
$764,000 from $598,000 in the same period of 2004, an increase of
$166,000, or 28%.  Professional services revenue increased
primarily due to an increase in customer specific software
modifications (non-recurring) in the U.S. and U.K., and is net of
a decrease in implementation activities in the U.K. related to the
contract with Capgemini UK Plc associated with the Scottish
Executive. Licenses and associated fees increased primarily as a
result of the Company's larger customer base in the 2005 quarter,
versus the 2004 period.  License and associated fees include
license fees, hosting fees, supplier fees, usage fees, and
maintenance fees.  Professional services revenue includes
implementation fees, integration fees and other professional
services.

Gross profit for the quarter ended June 30, 2005 increased 24% to
$652,000 from $526,000 in the comparable 2004 quarterly period,
reflecting the increased revenues recorded in the second quarter
of 2005.

Selling, general and administrative expenses for the quarter ended
June 30, 2005 were $1,316,000 compared to $1,465,000 in the 2004
quarter, a decrease of $149,000 or 10%.  Throughout 2003, the
Company implemented cost containment measures designed to better
align its SG&A expenses with lower than anticipated revenues.
Those measures included personnel reductions throughout most
functional and corporate areas.  In general, these reductions have
remained in place throughout 2004 and to-date in 2005.  In March
2004, the Company began hiring several staff in the U.K. and U.S.
(support services) in order to service the expanding demand in the
municipal market in the U.K., although the Company's headcount
(full and part- time) has decreased by one, from 38 at March 31,
2004 to 37 at June 30, 2005.  Moreover, due to a change in the mix
of personnel, as well as the $140,000 increase in the second
quarter of 2005 in research and development expense and the
$40,000 increase in cost of revenues (both of which are generally
comprised of personnel costs) over the 2004 quarter, the personnel
expenses in SG&A decreased approximately $220,000 from the June
2004 quarter to the June 2005 quarter.  SG&A in the second quarter
of 2005 also reflects increases in certain facility related costs,
reflecting the impact of inflation, and a net reduction in legal,
public company and audit expenses, as well as a reduction in
depreciation and amortization expense of $71,000 as various
Company assets have been fully depreciated/amortized.  However,
most of the reductions accomplished in 2005 are offset, on a
comparative basis, by one-time credits received from two service
providers in the 2004 quarter totaling $196,000 that reduced the
amount of SG&A reported in the 2004 period.

Research and development expense for the quarters ended June 30,
2005 and 2004 were $221,000 and $81,000, respectively. The
increase in expense in the second quarter of 2005 compared to the
second quarter of 2004 was due primarily to ongoing work, begun in
the latter half of 2004, associated with various enhancements to
improve the data interchange, settlement work flow, user definable
fields and reporting system capabilities of the Company's PECOS
technology.

The Company reported an operating loss from continuing operations
of $885,000 for the quarter ended June 30, 2005 compared to a loss
of $1,020,000 reported in the comparable quarter of 2004, a
decrease of $ 135,000, or 13%.  This smaller operating loss from
continuing operations in the second quarter of 2005 compared to
the 2004 quarter was primarily due to the increase in net
revenues.

Net revenues for the six months ended June 30, 2005, decreased to
$1,377,000 from $2,307,000 in the same period of 2004, a decrease
of $930,000.  Licenses and associated fees decreased primarily due
to recording the fourth and final lump sum license payment from
Capgemini, related to the contract between Capgemini with the
Scottish Executive of $1,142,000, which was earned upon signing
the thirteenth customer of the eProcurement Scotland program in
the first quarter of 2004 (this license fee is non-recurring).
License and associated fees include license fees, hosting fees,
supplier fees, usage fees, and maintenance fees.  Professional
services fees increased by $35,000, from $363,000 in 2004 to
$398,000 in 2005, reflecting more professional services activities
than were recorded in the first six months of 2004.  Professional
services revenue includes implementation fees, integration fees
and other professional services.

Gross profit for the six months ended June 30, 2005 decreased to
$1,149,000 from $2,170,000 in the comparable 2004 six month
period, a decrease of $1,021,000. This decrease is a result of the
much higher level of one-time license and associated fees revenue
recorded in the first six months of 2004 versus revenues recorded
in the first six months of 2005.

The Company reported an operating loss from continuing operations
of $1,960,000 for the six months ended June 30, 2005 compared to a
loss of $1,090,000 reported in the comparable six months of 2004,
an increase of $870,000 in the reported loss.

                     Bankruptcy Warning

The Company further announced that it has not yet achieved
documented subscriptions for 3.0 million sterling for its proposed
offering on the AIM exchange, which is the currently negotiated
minimum for this proposed placement of shares.  The Company
anticipates achieving this level in the near term.  The Company's
strategic financing, if consummated and as per previous press
announcements and filings with the SEC, would be at a substantial
discount to the market price and create substantial dilution to
stockholders.  Further, if the Company is unable to secure its
strategic financing via the issuance of shares on the AIM exchange
as discussed herein, or is unable to secure short-term "bridge-
loan" financing during August, the Company would be forced to
curtail operations, sell assets, or file for protection under U.S.
bankruptcy laws.

"The second quarter was a quarter of solid progress, which
underscores the potential of the Company when it achieves its
strategic funding, which I expect in the near term," Robert J.
Crowell, the Company's Chairman and CEO said.

Mr. Crowell continued, "The documentation for one large potential
investor in the proposed AIM placement is not yet complete;
however, we have no reason to believe the documentation will not
be completed in the near term.  In addition, assuming the
finalization of negotiations for Elcom to be a major sub-
contractor for a large U.K. government contract (as previously
announced), is successfully completed, then Elcom, while assuming
a leadership role in government and public sector eProcurement and
eMarketplace systems, will also be in a position to expand its
various initiatives in the U.S."

              Factors Affecting Future Performance

A significant portion of the Company's revenues are from license
and associated fees received from Capgemini under a back-to-back
contract between Elcom and Capgemini which essentially mirrors the
primary agreement between Capgemini and the Scottish Executive,
executed in November 2001.  Future revenue under this arrangement
is contingent on the following significant factors: the rate of
adoption of the Company's ePurchasing solution by the entities
within the Scottish Executive, renewal by the entities within the
Scottish Executive of their rights to use the ePurchasing
solution, the procurement of additional services from the Company
by Public Entities within the Scottish Executive, and their
compliance with the terms and conditions of their agreement with
the Scottish Executive and the ability of the Company to perform
under its agreement with Capgemini.

In addition, assuming the Company secures its strategic funding,
the Company intends to commit significant resources to provide the
eProcurement and eMarketplace components of the previously
announced eMarketplace for public sector organizations in the U.K.
under its anticipated back-to-back contract with PA Shared
Services Ltd., a subsidiary of PA Consulting Group UK Plc.  Future
revenue under this anticipated contract is contingent on final
contracts being negotiated and executed, and on the timing and
rate of adoption of the overall system by U.K. public sector
entities, as well as the timing and level of costs incurred to
develop the required infrastructure to support the architecture
required under this contract, and the ability of the Company, and
the consortium as a whole, to perform and operate profitably under
this contract.

If further business fails to develop under the Capgemini agreement
or if the contract with PASSL is not executed, or if the Company
is unable to perform under either of these agreements, each would
have a material adverse affect on the Company's future prospects
and financial results.

Elcom International, Inc. (OTC Bulletin Board: ELCO and AIM: ELC
and ELCS) -- http://www.elcominternational.com/-- operates elcom,
inc, an international B2B Commerce Service Provider offering
affordable solutions for buyers, sellers and commerce communities
to automate many or all of their purchasing processes and conduct
business online.  PECOS, Elcom's remotely-hosted flagship
solution, enables enterprises of all sizes to achieve the many
benefits of B2B eCommerce without the burden of infrastructure
investment and ongoing content and system management.

At June 30, 2005, Elcom International's balance sheet showed a
$4,909,000 stockholders' deficit, compared to a $2,840,000 deficit
at Dec. 31, 2004.


ENCORE ACQUISITION: Earns $23.7 Million of Net Income in 2nd Qtr.
-----------------------------------------------------------------
Encore Acquisition Company (NYSE:EAC) reported second quarter 2005
results.

The Company generated net income of $23.7 million in the second
quarter of 2005 as compared to $18.0 million in the second quarter
of 2004.  Net income includes expenses for derivative fair value
loss and non-cash stock based compensation totaling $2.7 million
for the second quarter of 2005 and $1.3 million for the second
quarter of 2004.

"What a quarter," Jonny Brumley, Encore's President, said.
"Record production, a successful drilling program, and continued
good results from the high pressure air project make for a
profitable combination.  On top of that, we are raising our 2005
production guidance from the previous range of 8% to 12% growth to
a new range of 11% to 13% growth over 2004."

The Company drilled 110 gross (65.7 net) wells in the second
quarter of 2005, investing $81.0 million in development capital
(excluding development-related asset retirement obligations).  The
Company also invested $8.0 million in property acquisitions and
undeveloped leases. On average, Encore operated 14 rigs during the
second quarter of 2005 across all of its core areas.

Production volumes for the second quarter of 2005 increased 13% to
a record 27,697 BOE per day (2.5 MMBOE), compared with second
quarter 2004 production of 24,434 BOE per day (2.2 MMBOE).  The
net profits interests on the Cedar Creek Anticline reduced
production by approximately 859 BOE per day in the second quarter
of 2005 versus 848 BOE per day in the second quarter of 2004. Oil
represented 67% and 76% of the Company's total production volumes
in the second quarter of 2005 and 2004, respectively.

Encore's realized commodity prices, including the effects of
hedging, averaged $40.96 per barrel and $6.11 per Mcf during the
second quarter of 2005 resulting in increases of 31% and 14%
respectively over the second quarter of 2004.  On a combined
basis, including the effects of hedging, prices increased 25%
during the second quarter of 2005 to $39.56 per BOE as compared to
$31.54 per BOE in the second quarter of 2004.  Hedging expense
reduced realized oil prices by $6.25 per barrel and realized
natural gas prices by $0.46 per Mcf during the second quarter of
2005.

During the second quarter of 2005, lease operating expense
increased to $15.7 million ($6.24 per BOE) from $10.9 million
($4.91 per BOE) in the second quarter of 2004 as a result of
higher volumes and a higher cost operating environment.  The
Company incurred exploration expense of $3.8 million in the second
quarter of 2005 as compared to $1.7 million in the second quarter
of 2004.

                        Liquidity Update

On June 30, 2005, long-term debt was $440.0 million, including
$150.0 million of 8.375% Senior Subordinated Notes due June 15,
2012, $150.0 million of 6.25% Senior Subordinated Notes due
April 15, 2014, and $140.0 million of bank debt under the
Company's existing credit facility.  At this time, the Company
announced a $300 million private placement of 6.0% Senior
Subordinated Notes due 2015.  Encore intends to use the net
proceeds of the offering to redeem all $150 million of its
outstanding 8.375% Senior Subordinated Notes due 2012 and to
reduce outstanding indebtedness under its existing credit
facility.

Encore closed the private placement and issued a notice of
redemption of its 8.375% notes on July 13, 2005.  The redemption
of the 8.375% notes is expected to occur on or about Aug. 15,
2005.  Accordingly, the financial impact of the transaction will
be reflected in the third quarter 2005 financial statements.  At
the time of closing, the borrowing base under the Company's
existing credit facility was reduced according to the terms of the
credit facility from $500.0 million to $450.0 million.  Giving pro
forma effect to the closing of the 6.0% notes and the expected use
of proceeds, the Company had $15.1 million outstanding under its
existing credit facility as of June 30, 2005.

                   Third Quarter 2005 Outlook

Encore currently is operating 11 drilling rigs in the onshore
continental United States (5 rigs in Montana, 3 rigs in East
Texas, 2 rigs in West Texas, and 1 rig in the Mid Continent area).
The Company expects its development activities to offset natural
declines and to grow wellhead production by approximately 300 BOE
per day in the third quarter of 2005.  The impact of the net
profits interests in the CCA, which lowers reported production, is
expected to rise by about 500 BOE per day to 1,350 BOE per day.
Therefore, the Company expects reported production to average
approximately 27,500 BOE per day in the third quarter of 2005.

Production, ad valorem, and severance taxes are anticipated to
remain at approximately 9.0% of oil and natural gas revenues
before hedging.  In the third quarter the Company expects to begin
expensing $0.7 million ($0.28 per BOE) of HPAI costs attributable
to Little Beaver Phase 1 that previously were being capitalized.
Including the HPAI costs, the Company expects lease operations
expense to increase from $15.7 million ($6.24 per BOE) in the
second quarter to approximately $17 million ($6.65 per BOE) in the
third quarter. General and administrative expenses are expected to
increase from $3.6 million in the second quarter to approximately
$4 million in the third quarter.  Depletion, depreciation, and
amortization should increase from $19.0 million in the second
quarter to approximately $21 million in the third quarter.  Income
tax expense is expected to be at an effective rate of 35% with
approximately 94% deferred.

The Company expects to invest approximately $80 million in
development and exploration capital during the third quarter of
2005.  For the full year 2005, Encore's Board of Directors has
approved an increase in development and exploration capital to
$315 million, reflecting an increase in activity levels and the
current industry cost environment.

Organized in 1998, Encore Acquisition -- http://www.encoreacq.com/
-- is a growing independent energy company engaged in the
acquisition, development and exploitation of North American oil
and natural gas reserves.  Encore's oil and natural gas reserves
are in four core areas: the Cedar Creek Anticline of Montana and
North Dakota; the Permian Basin of West Texas and Southeastern New
Mexico; the Mid Continent area, which includes the Arkoma and
Anadarko Basins of Oklahoma, the North Louisiana Salt Basin, the
East Texas Basin and the Barnett Shale; and the Rocky Mountains.

                         *     *     *

As reported in the Troubled Company Reporter on July 26, 2005,
Moody's assigned a B2 rating to Encore Acquisition's $300 million
of 6% senior subordinated 10 year notes.  Approximately
$169 million of note proceeds will fund a tender and transaction
costs for EAC's $150 million of 8.375% senior subordinated notes
while the remaining proceeds will be used to repay most of the
recent $140 million in borrowings under EAC's pro-forma $450
million borrowing base under its senior secured bank revolver.

The rating outlook remains positive though could revert to stable
if substantial acquisitions are largely debt funded or if EAC's
major organic development activity, incurring substantial front
end costs, does not bear commensurately attractive year-end 2005
results.


ENRON CORP: Asks SEC to Okay Financing Deals through July 31, 2008
------------------------------------------------------------------
As previously reported, pursuant to the Public Utility Holding
Company Act of 1935, Enron Corp., on its behalf and on behalf of
certain of its subsidiaries, filed with the Securities and
Exchange Commission an application seeking authorization for
certain financing, non-utility corporate reorganizations,
dividends, affiliate sales of goods and services and other
transactions, until July 31, 2008.  The authorization will allow
Enron and its subsidiaries to continue to operate their
businesses.

The Commission relates that the application, and any amendments,
is available for public inspection through the Commission's
Branch of Public Reference.

The SEC invites all interested persons wishing to comment or
request a hearing on the application to submit their views in
writing by July 28, 2005, to:

                   The Secretary
                   Securities and Exchange Commission
                   Washington, D.C. 20549-0609

and serve a copy on the applicants.

Any request for hearing should identify specifically the issues
of facts or law that are disputed.  After July 28, 2005, the
application, as filed or as amended, may be granted to become
effective.

Headquartered in Houston, Texas, Enron Corporation --
http://www.enron.com/-- 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.
151; Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENTRADA NETWORKS: Halts Operations After Credit Default
-------------------------------------------------------
San Diego-based Entrada Networks, Inc., ceased its operations on
July 22, 2005, after failing to negotiate an extension for a
secured lending arrangement with its primary lenders.

Kanwar Chadha, Entrada's president & CEO, said in a regulatory
filing with the Securities and Exchange Commission that the
Company's board of directors voted to close down Entrada and its
subsidiaries Rixon Networks, Inc., Sync Research, Inc., Torrey
Pines Networks, Inc., and Microtek Systems, Inc.

                      Lending Arrangement

On Jan. 30, 2004, the Company and SBI Advisors, LLC -- as agent
for Hong Kong League Central Credit Union, HIT Credit Union,
Brightline Bridge Partners I, LLC, Matthew McGovern and Jon
Buttles -- signed a Term Credit Agreement for a $750,000 secured
loan to the Company.

The Company obtained several extensions on the loan after the
initial maturity date expired in May 2004.  Pursuant to a fourth
amendment of the Term Credit Agreement, Entrada had until July 31,
2005, to repay the loan.  However, on July 20, 2005, SBI Advisors
declared the Company in default and accelerated the repayment of
the notes after the Company failed to pay the interest due on the
loan.

                      Change of Auditors

On Feb. 22, 2005, the Audit Committee of the Company's Board of
Directors engaged Peterson and Co., LLP, replacing BDO Seidman,
LLP, as its new independent certified public accountants.

                     Going Concern Doubt

Prior to their decision to cease operations, the Company's
auditors, Peterson and Co., LLP, expressed substantial doubt about
Entrada's ability to continue as a going concern after it audited
the Company's financial statements for the fiscal year ended Jan.
31, 2005.  The auditors stated that the Company has reported
accumulated losses as of Jan. 31, 2005, and is dependent on
additional financing to fund operations through the fiscal year
ending Jan. 31, 2006, and beyond.  In its 2005 Annual Report, the
Company admitted that it needs additional capital resources to
increase revenues to a profitable level.

For the year ended January 31, 2005, the Company incurred a net
loss $3,852,000. The Company has incurred losses totaling
$52,994,000 since its inception.  At April 30, 2005, the Company
had a negative working capital of $1,708,000.

At Apr. 30, 2005, the Company's balance sheet showed a $129,000
stockholders' deficit, compared to $1,518,000 of positive equity
at Jan. 31, 2005.

                     Material Weaknesses

Peterson and Co. identified certain material weaknesses in the
effectiveness of the Company's internal controls after it audited
the Company's financial statements for the year ended Jan. 31,
2005.

A material weakness is a reportable condition in which the design
or operation of one or more of the specific control components has
a defect or defects that could have a material adverse effect on
our ability to record, process, summarize and report financial
statements in a timely manner.

These material weaknesses are primarily due to limited resources
in the accounting function which:

   a) limit the level of monitoring and oversight within the
      accounting function and which restricts the Company's
      ability to gather, analyze, reconcile accounts, and report
      information relative to the financial statement assertions
      in a timely manner; and

   b) limit the ability to obtain optimum segregation of duties
      required to meet the increased public reporting demands.
      Additionally, the Company's accounting functions are not
      centralized or effectively coordinated.

Without the extension from the chief note holders or prospects for
a fresh capital infusion, the company decided to discontinue its
operations.

The entire Board of Directors, including Mr. Chadha, resigned
following their announcement to wind-up the Company's operations.

The Company's principal accounting officer, Raj Ganti, who is at
the same time its chief technology officer, and vice president of
Finance, resigned on July 18, 2005.

Entrada Networks, Inc., through its wholly owned subsidiaries,  is
in the business of developing, marketing and selling products for
the network connectivity segments.  Its Torrey Pines Networks
subsidiary designs, manufactures, markets and sells storage area
network transport products.

Torrey Pines Networks acquired all of the outstanding stock of
Microtek Systems, Inc. on May 14, 2004.  Microtek Systems is a
provider of security, digital imaging, information infrastructures
and storage solutions.  Microtek Systems extends the Company's
core competencies in network and storage connectivity into
solutions and applications specific to verticals, notably
insurance, healthcare and financial sectors.

The Company's Rixon Networks subsidiary designs, manufactures,
markets and sells a line of fast and gigabit Ethernet products
that are incorporated into the remote access and other server
products of Original Equipment Manufacturers.  In addition, some
of its products are deployed by telecommunications network
operators, applications service providers, internet service
providers, and the operators of corporate local area and wide area
networks for the purpose of providing access to and transport
within their networks. Its Sync Research subsidiary designs,
manufactures, markets, sells and services frame relay products for
some of the major financial institutions in the U.S. and abroad.

Entrada manufactures and ships from its facility in Lake Forest,
California with corporate offices in San Diego, California.


EPOCH INVESTMENTS: Special Trustee Wants Ch. 11 Case Dismissed
--------------------------------------------------------------
Jamal Mahood, the Special Trustee of Epoch Investments, LP, fka
Empyrean Investment, L.P.'s general partner, Omar Amanat, asks the
U.S. Bankruptcy Court for the Southern District of New York to:

      * dismiss the involuntary petition filed against Epoch,

      * disqualify Gabriel Del Virginia, Esq., of New York, as
        the Debtor's counsel; and

      * compel the creditor who initiated the involuntary
        proceeding to return Epoch's liquid asset.

                      Why Dismiss the Case

Mr. Mahood has concluded the involuntary petition commenced by
Epoch's creditor, MarketXT Holdings Corp., was improperly filed.
Mr. Mahood asserts that MarketXT's claim is contingent,
unliquidated, unknown and disputed.

Alan Nisselson, Esq., the chapter 11 Trustee of MarketXT, recently
filed the company's schedules of assets and liabilities which
affirms Mr. Mahood's assertion that the creditor's claim is
contingent, unliquidated and unknown.

Mr. Mahood adds that the involuntary case was based on an
affidavit from Omar Amanat.  Mr. Amanat is not authorized to
legally act on behalf of Epoch and, Mr. Mahood says, Mr. Amanat's
statements concerning alleged claims by MarketXT against Epoch are
factually flawed.  Mr. Mahood suggests that Mr. Amanat made the
affidavit to curry favor with MarketXT's Trustee.

Mr. Amanat's Affidavit, the Special Trustee says, explains
the improper motivation for filing the involuntary petition:
"Epoch may not voluntarily file for bankruptcy protection
under the Bankruptcy Code because a provision . . . requires
the general partner to obtain the written consent of its special
trustee. . . . "

                       Why Dismiss Counsel

Mr. Mahood tells the Bankruptcy Court that Mr. Del Virginia is
acting as bankruptcy counsel for both Mr. Amanat and MarketXT,
Inc. -- an affiliate of MarketXT Holdings.  MarketXT Inc. asserts
a $2.4 million contingent and disputed claim against Epoch.
Clearly, Mr. Del Virginia has conflicting interests, Mr. Mahood
says.

                         Epoch's Money

The Special Trustee believes that the involuntary proceeding was
orchestrated by Mr. Nisselson to improperly possess Epoch's liquid
asset with the help of Mr. Del Virginia.  Mr. Del Virginia caused
the transfer of approximately $2.2 million of Epoch's money to Mr.
Nisselson, Mr. Mahood charges.  Mr. Mahood wants Mr. Nisselson to
give back the estate's money.

The Special Trustee is represented by:

       Steven H. Newman, Esq.
       Robert A. Abrams, Esq.
       Esanu Katsky Korins & Siger, LLP
       605 Third Avenue
       New York, New York 10158-0038
       Tel: 212-953-6000

Headquartered in New York, Epoch Investments, L.P., fka Empyrean
Investment, L.P.'s creditor, MarketXT Holdings, Inc., filed an
involuntary chapter 11 petition against the company on May 12,
2005 (Bankr. S.D.N.Y. Case No. 05-13470).  Alan Nisselson, Esq.,
at Brauner Baron Rosenzweig & Klein, LLP, is the chapter 11
Trustee of MarketXT Holdings.  Gabriel Del Virginia, Esq., of New
York, represents Epoch.  Leslie S. Barr, Esq., at Brauner Baron
Rosenzweig & Klein, LLP, represents Mr. Nisselson.  MarketXT
Holdings asserts a $2.5 million claim against Epoch.


EXIDE TECH: Reports Equity Ownership Information for 2005
---------------------------------------------------------
Exide Technologies has 24,510,013 shares of common stock
outstanding at July 22, 2005.  As of June 1, 2005, persons who
beneficially own more than 5% of Exide Common Stock are:

                               Number of Shares     Percent
   Beneficial Owner           Beneficially Owned    of Class
   ----------------           ------------------    --------
   Sterling Capital
      Management, LLC             2,488,270           10.2%

   Mellon HBV Alternative
      Strategies, LLC             2,458,077           10.0%

   Jeffrey L. Gendell             2,063,587            8.4%

   Stanfield Capital
      Partners, LLC               1,801,825            7.4%

Exide's directors and executive officers collectively own 115,000
shares of Exide common stock:

                               Number of Shares     Percent
   Director/Officer           Beneficially Owned    of Class
   ----------------           ------------------    --------
   Phillip M. Martinea               5,000             <1%

   Gordon A. Ulsh                  100,000             <1%

   Jerome B. Yor                    10,000             <1%

Headquartered in Princeton, New Jersey, Exide Technologies --
http://www.exide.com/-- 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.  (Exide Bankruptcy News, Issue No. 70;
Bankruptcy Creditors' Service, Inc., 215/945-7000)

                        *     *     *

As reported in the Troubled Company Reporter on July 8, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exide Technologies to 'CCC+' from 'B-', and removed the
rating from CreditWatch with negative implications, where it was
placed on May 17, 2005.

"The rating action reflects Exide's weak earnings and cash flow,
which have resulted in very high debt leverage, thin liquidity,
and poor credit statistics," said Standard & Poor's credit analyst
Martin King.  Lawrenceville, New Jersey-based Exide, a
manufacturer of automotive and industrial batteries, has total
debt of about $740 million, and underfunded postemployment benefit
liabilities of $380 million.


FEDERAL-MOGUL: Earns $13 Million of Net Income in Second Quarter
----------------------------------------------------------------
Federal-Mogul Corporation reported its financial results for the
three and six-month periods ended June 30, 2005.

                            Financial Summary
                              (in millions)

                               Three Months       Six Months
                               Ended June 30     Ended June 30
                               2005     2004      2005    2004
                               ----     ----      ----    ----
      Net Sales              $1,665   $1,571    $3,299  $3,118
      Gross Margin              292      320       567     617
      Earnings (loss) from
       continuing operations     13        15       (9)     15

Federal-Mogul reported net sales of $1.665 billion for the
three-month period ended June 30, 2005, representing an increase
of $94 million or 6% over the comparable period of 2004.  For the
six-month period ended June 30, 2005 net sales increased by
$181 million or 6% to $3,299 million when compared to the same
period of 2004.  Increases during these periods resulted primarily
from new business and favorable foreign currency.

Gross margin for the three and six-month periods ended June 30,
2005, when compared to the same periods of 2004, decreased by $28
million and $50 million, respectively.  These decreases resulted
primarily from raw material inflation and increased pension costs.
Management continues to identify and implement cost reduction and
pricing strategies to mitigate the impact of these adverse
factors.

Federal-Mogul reported earnings from continuing operations before
income taxes for the three-month period ended June 30, 2005, of
$13 million compared with $15 million for the same period of 2004.
When compared with the three-month period ended March 31, 2005,
earnings from continuing operations before income taxes improved
by $35 million. The quarter over quarter improvement during 2005
was achieved primarily through higher gross margin and lower
selling, general and administrative expenses following from
improved sales volumes and management's continued focus on cost
reduction activities.

"While our second quarter earnings reflect an improvement over our
first quarter results, several challenging industry-wide issues,
such as escalating raw material and pension costs, continue to
impact our financial performance," said Chairman, President and
Chief Executive Officer Jose Maria Alapont.  "We are committed to
mitigating the impact of these issues on our business by focusing
on strategies for driving global profitable growth."

                       Financial Results
              for the Three Months Ended June 30, 2005

Second quarter 2005 net sales of $1,665 million represent an
increase of $94 million or 6% when compared to net sales of
$1.571 billion for the same period in 2004.  New business in the
OE and Aftermarket sectors accounted for $46 million of this
increase, while foreign currency contributed $37 million and
increased volumes from North American Aftermarket customers and
European OEM's, contributed $18 million.  These factors were
partially offset by customer price reductions of $7 million.

Gross margin for the three-months ended June 30, 2005, when
compared to the same period of 2004, decreased by $28 million.
Raw material cost inflation of $17 million and increased pension
costs of $16 million were partially offset by the favorable impact
of new business and productivity in excess of inflation of
$5 million.  Increased raw material costs are primarily associated
with steel, non-ferrous metals and hydrocarbon based materials.

The Company reported earnings from continuing operations before
income taxes of $13 million during the second quarter of 2005,
representing a $2 million decrease from the same period of 2004.
When compared to the three-month period ended March 31, 2005,
earnings from continuing operations before income taxes increased
by $35 million.  Gross margin improvements and decreased selling,
general and administrative costs were the primary factors driving
this quarter over quarter increase.

Including discontinued operations and excluding impairment
charges, Chapter 11 and Administration expenses, restructuring
costs, income tax expense, interest expense, depreciation and
amortization, the Company reported Operational EBITDA of
$158 million for the three-month period ended June 30, 2005.  When
compared to the same period of 2004, Operational EBITDA decreased
by $14 million due to a $28 million decrease in gross margin,
partially offset by an $8 million decrease in selling, general and
administrative expenses and the favorable Operational EBITDA
impact of productivity and foreign exchange.  Operational EBITDA
increased by $31 million as compared to the three-months ended
March 31, 2005 primarily due to the quarter over quarter
improvements in gross margin and selling, general and
administrative costs.  Management believes that Operational EBITDA
provides useful information as it most closely approximates the
cash flow associated with the operational earnings of the Company.
Additionally, management uses Operational EBITDA to measure the
profitability performance of its operations. A reconciliation of
Operational EBITDA to the Company's loss from continuing
operations before income taxes for the three and six-months ended
June 30, 2005, has been provided.

                         Financial Results
               for the Six Months Ended June 30, 2005

Net sales of $3.299 billion for the first six months of 2005
represent an increase of $181 million or 6% when compared to net
sales of $3,118 million for the same period in 2004.  New business
in the OE and Aftermarket sectors of $82 million, foreign currency
of $76 million and increased volumes of $28 million contributed to
the increase and were partially offset by customer price
reductions of $5 million.

Gross margin decreased by $50 million from $617 million to
$567 million during the six-month period ended June 30, 2005, as
compared with the same period of 2004.  Raw material cost
inflation of $38 million and increased pension costs of
$29 million were partially offset by $17 million in new business
and increased volumes.

The Company reported a loss from continuing operations before
income taxes of $(9) million during the six-month period ended
June 30, 2005, compared with earnings from continuing operations
before income taxes of $15 million for the same period in 2004.
The decrease is primarily the result of lower gross margin during
2005 partially offset by the non-recurrence of a 2004 impairment
charge.  Including discontinued operations and excluding
impairment charges, Chapter 11 and Administration expenses,
restructuring costs, income tax expense, interest expense,
depreciation and amortization, the Company reported Operational
EBITDA of $286 million, representing a decrease of $25 million
when compared to the same period of 2004.

The Company recorded income tax expense of $51 million on a loss
from continuing operations before income taxes of $(9) million.
Income tax expense resulted primarily from taxable income
generated by certain international subsidiaries, non-recognition
of income tax benefits on United Kingdom operating losses and
certain non-deductible items in various jurisdictions.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on October
1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Mar. 31, 2005,
Federal-Mogul's balance sheet showed a US$2.048 billion
stockholders' deficit, compared to a US$1.926 billion deficit at
Dec. 31, 2004.  Federal-Mogul Corp.'s U.K. affiliate, Turner &
Newall, is based at Dudley Hill, Bradford. (Federal-Mogul
Bankruptcy News, Issue No. 89; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FEDERAL-MOGUL: Wants Until Dec. 1 to Make Lease-Related Decisions
-----------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend the time
within which they may elect to assume, assume and assign, or
reject non-residential real property leases through and including
December 1, 2005, pursuant to Section 365(d)(4) of the Bankruptcy
Code.

Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C., in Wilmington, Delaware, explains that an
extension will give the Debtors more time to implement their
long-term business plan and reorganize successfully while
preserving lessors' rights under the Bankruptcy Code.

In the absence of an extension of the current deadline, Ms.
McFarland points out, the Debtors could be forced prematurely to:

    -- assume Real Property Leases that would later be burdensome,
       giving rise to large potential administrative claims
       against their estates and hampering their ability to
       reorganize successfully; or

    -- reject Real Property Leases that would have been of benefit
       to their estates, to the collective detriment of all
       stakeholders.

The Debtors will continue to perform all of their obligations in
a timely fashion, including payment of postpetition rent due, Ms.
McFarland tells the Court.

Judge Lyons will convene a hearing on August 19, 2005, at 10:00
a.m., Eastern Daylight Time, to consider the Debtors' request.
By application of Del.Bankr.LR 9006-2, the Debtors' lease
decision deadline is automatically extended until the conclusion
of that hearing.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on October
1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Mar. 31, 2005,
Federal-Mogul's balance sheet showed a US$2.048 billion
stockholders' deficit, compared to a US$1.926 billion deficit at
Dec. 31, 2004.  Federal-Mogul Corp.'s U.K. affiliate, Turner &
Newall, is based at Dudley Hill, Bradford. (Federal-Mogul
Bankruptcy News, Issue No. 87; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


GENERAL MOTORS: GMAC Selling $55 Billion of Auto Loans to BofA
--------------------------------------------------------------
General Motors Acceptance Corp., the financial services subsidiary
of General Motors Corp. (NYSE: GM), and Bank of America (NYSE:
BAC) inked a long-term strategic financing agreement regarding
GMAC's U.S. automotive retail assets.  The agreement calls for a
committed purchase by Bank of America of up to $55 billion of GMAC
retail automotive contracts over a five-year period, commencing
July 2005 and concluding June 2010.

Bank of America will make an initial purchase of $5 billion.  In
each of the agreement's five fiscal years (July 1 to June 30),
Bank of America will purchase up to $10 billion of GMAC's full
spectrum of active U.S. retail auto finance contracts.  GMAC will
continue to service the auto finance contracts.

The agreement expands the existing relationship between GMAC and
Bank of America.  GMAC will be able to accelerate its planned
transition from an "originate and store" to an "originate and
sell" U.S. auto finance business model, while Bank of America
makes a significant investment to grow its automotive finance
business.

"This agreement allows Bank of America to leverage our low cost of
funding, risk management expertise and strong lending base to the
benefit of an important client," said Tim Russi, president of Bank
of America Dealer Financial Services -- the auto, motorcycle,
marine and recreational vehicle financing unit of Bank of America.
"Our strategic investment in systems, data, people and processes
over the past several years has positioned us to capitalize on
this opportunity and significantly expand our share of the auto
financing market."

Sanjiv Khattri, GMAC's executive vice president and chief
financial officer, said, "We are very pleased to enter into this
landmark agreement with Bank of America, our long-time partner in
so many innovative transactions.  This agreement leverages GMAC's
world-class origination and servicing capabilities with Bank of
America's world-class funding capabilities.  It allows GMAC to
fulfill its strategic mission to finance more GM vehicles, without
undue strain on the balance sheet.  This further advances GMAC
toward its `originate and sell' business model in U.S. auto
finance, providing us far greater flexibility to reallocate
capital and further diversify the business portfolio."

                           About BofA

Bank of America is one of the world's largest financial
institutions, serving individual consumers, small and middle
market businesses and large corporations with a full range of
banking, investing, asset management and other financial and risk-
management products and services.  The company provides unmatched
convenience in the United States, serving 33 million consumer
relationships with more than 5,800 retail banking offices, more
than 16,700 ATMs and award-winning online banking with more than
twelve million active users.  Bank of America is the No. 1 overall
Small Business Administration (SBA) lender in the United States
and the No. 1 SBA lender to minority-owned small businesses.  The
company serves clients in 150 countries and has relationships with
98 percent of the U.S. Fortune 500 companies and 85 percent of the
Global Fortune 500.  Bank of America Corporation stock (ticker:
BAC) is listed on the New York Stock Exchange.

                           About GMAC

General Motors Acceptance Corporation and its subsidiaries,
operating under the umbrella GMAC Financial Services, provide
automotive financing, commercial finance, insurance and mortgage
products, and real estate services, and have a presence in more
than 40 nations.  A wholly owned subsidiary of General Motors
since 1919, GMAC has extended more than $1.3 trillion in credit to
finance more than 158 million vehicles.

                      About General Motors

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.

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.

                         *     *     *

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

As reported in the Troubled Company Reporter on May 9, 2005,
Standard & Poor's Ratings Services lowered its ratings on six
classes from three U.S. ABS securitizations related to General
Motors Corp. and General Motors Acceptance Corp. to 'BB' from
'BBB-'.


GEO SPECIALTY: Wants Closing of Ch. 11 Cases Delayed to Sept. 30
----------------------------------------------------------------
GEO Specialty Chemicals, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of New Jersey to delay the
closing of their chapter 11 cases to Sept. 30, 2005.

Brian L. Baker, Esq., at Ravin Greenberg PC, in Roseland New
Jersey, informs the Court that the Debtors have various unresolved
claim objections, which require additional time to fully
investigate, analyze and negotiate a resolution.  Additionally, a
matter between the Debtors and Hercules Incorporated is presently
pending before the Court.  Currently, the Debtors and Hercules are
in the discovery phase of litigation.

Headquartered in Harrison, New Jersey, GEO Specialty Chemicals,
Inc. -- http://www.geosc.com/-- develops, manufactures and
markets a wide variety of specialty chemicals, including over 300
products sold to major industrial customers for various end-use
applications including water treatment, wire and cable, industrial
rubber, oil and gas production, coatings, construction, and
electronics.  The Company filed for chapter 11 protection on March
18, 2004 (Bankr. N.J. Case No. 04-19148).  Alan Lepene, Esq.,
Robert Folland, Esq., and Sean A. Gordon, Esq., at Thompson Hine,
LLP, and Brian L. Baker, Esq., Howard S. Greenberg, Esq., and
Stephen Ravin, Esq., at Ravin Greenberg, PC, represent the Debtors
in their restructuring efforts.  On September 30, 2003, the
Debtors listed $264,142,000 in total assets and $215,447,000 in
total debts.  On Dec. 20, 2004, the Court confirmed the Debtors'
Third Amended Plan of Reorganization and took effect on Dec. 31,
2004.


HAO QUANG VU: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Hao Quang Vu
        7921 Jenson Place
        Bethesda, Maryland 20817

Bankruptcy Case No.: 05-26765

Type of Business: The Debtor first filed for chapter 11
                  protection on July 23, 2005 (Bankr. D. Md.
                  Case No. 05-26608).  That case was dismissed
                  on July 26, 2005, for failure to comply with
                  Local Bankruptcy Rule 1002-1.  The Debtor's
                  first chapter 11 filing was reported in the
                  Troubled Company Reporter on July 26, 2005.

Chapter 11 Petition Date: July 26, 2005

Court: District of Maryland (Greenbelt)

Debtor's Counsel: Richard H. Gins, Esq.
                  The Law Office of Richard H. Gins, LLC
                  3 Bethesda Metro Center, Suite 430
                  Bethesda, Maryland 20814
                  Tel: (301) 718-1078
                  Fax: (301) 718-8359

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Hewitt Avenue Associates, LLC                 $1,889,776
   4600 East-West, Suite 200
   Bethesda, MD 20814

   Thanh Hoang                                   $1,889,756
   9101 Clewerwall Drive
   Bethesda, MD 20817

   Minh Vu Hoang                                 $1,889,756
   9101 Clewerwall Drive
   Bethesda, MD 20817

   Van Vu                                        $1,889,756
   6800 Loch Lomond Drive
   Bethesda, MD 20817


HARVEST ENERGY: Property Acquisition Cues S&P to Affirm Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit on Harvest Energy Trust and 'B-' senior unsecured
debt rating on Harvest Operations Corp., a wholly owned subsidiary
of Calgary, Alberta-based Harvest Energy, and removed the ratings
from CreditWatch with negative implications, where they were
placed June 24, 2005, following the company's announcement of a
C$260 million property acquisition in conjunction with an increase
in monthly unit distributions.  The outlook is stable.

"The British Columbia property acquired by Harvest Energy is
analogous with Harvest Energy's current asset portfolio, and
serves to enhance the trust's current business position, which
remains consistent with the 'B+' rating," said Standard & Poor's
credit analyst Jamie Koutsoukis.  "As a result of the bought deal
financing announced by Harvest Energy, which effectively funds the
acquisition with more than 70% equity, we expect that the
company's financial profile will also remain in line with the 'B+'
rating.  Furthermore, based on hedges already in place, and using
Standard & Poor's hydrocarbon price assumptions for unhedged
volumes, we expect the company will be able to generate some cash
for debt reduction in 2005, after funding its capital spending and
distribution programs.  Nevertheless, Standard & Poor's expects
the company will continue to expand through acquisitions and
future ratings actions would depend on the characteristics of the
acquired assets and how they are financed," Ms. Koutsoukis added.

Harvest Energy is a regional oil and gas producer, with existing
operations in four core areas in the Western Canadian Sedimentary
Basin:

    * southern Alberta,
    * east-central Alberta,
    * north-central Alberta, and
    * southeast Saskatchewan.

The trust's northeast British Columbia property acquisition, which
is expected to close in August, extended Harvest Energy's asset
portfolio into a fifth operating area.  Formed in July 2002,
Harvest Energy has built its proven reserves through acquisitions
and, to a much smaller extent, through exploration and development
activities.  The company's reserves and production mix are
weighted toward liquids, which currently account for 85% of its
gross proven reserves and 87% of its first-quarter production in
2005.  The British Columbia property is comparable with its
current land holdings, and, based on the property's operating cost
profile, the unit netbacks should be improved when compared with
those generated by the existing medium oil assets.

The stable outlook reflects Standard & Poor's expectation that
Harvest Energy's existing credit profile will remain relatively
unchanged in the near-to-medium term.  Although Harvest Energy's
financial profile should remain relatively stable, based on its
extensive hedging program and low distribution payout ratio, the
company's business profile is somewhat hampered by the size of its
asset portfolio.  As a result, an outlook revision to positive,
which is not likely in the near term, would require an increase to
Harvest Energy's proved reserves and a notable improvement to the
company's RLI without any deterioration in its financial metrics.
Alternatively, the outlook could be revised to negative or the
ratings lowered, if Harvest Energy pursues any large-scale debt-
financed acquisitions that weaken its liquidity and diminish its
overall financial flexibility.


HEDSTROM CORP: Settles Patent Infringement Suit for $835,240
------------------------------------------------------------
Hedstrom Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Illinois, Eastern
Division, to approve a compromise agreement resolving claims and
counterclaims arising from a patent infringement complaint filed
by California-based sporting goods company JumpSport, Inc.

The compromise agreement also provides for the release of
outstanding accounts receivable that Wal-Mart, Toys R Us,
Target, and Kmart have withheld pending the resolution of
the JumpSport dispute.

                 The JumpSport Litigation

In a lawsuit filed with the United States District Court for the
Northern District of California, JumpSport claimed the Debtors
infringed on two of its patents covering safety-engineered
trampolines and trampoline enclosures.

The Debtors manufactured and sold similarly designed trampolines
to the Retailers between 2001 and 2004.  The Retailers are
defendants in another contributory patent infringement suit filed
by JumpSport as a result of their purchase of the Debtors'
trampoline products.  The Retailers have withheld payment of
approximately $7 million in accounts receivable while the
infringement suit is pending in the District Court.

                     Settlement Terms

After extensive negotiations, the Debtors agreed to pay $835,240
to JumpSport in exchange for limited release from the patent
infringement suit.  The payment will be funded from a portion of
the accounts receivable withheld by the Retailers.  The settlement
payment is equivalent to 5% of the net wholesale value of
trampoline enclosure products the Debtors sold to the Retailers
from 2001 to 2004.

The Debtors tell the Court that the Retailers and Credit Suisse
First Boston, agent for creditors' holding first priority liens on
the accounts receivables, were actively involved in the settlement
negotiations and will support its approval.

Headquartered in Arlington Heights, Illinois, Hedstrom Corporation
-- http://www.hedstrom.com/-- manufactures and markets well-
established children's leisure, outdoor recreation and home decor
products, including outdoor gym sets, spring horses, trampolines,
skating equipment (through Backyard Products Unlimited, currently
in a Canadian receivership proceeding); play balls (through non-
debtor BBS Industries, Inc.); and arts and crafts kits, game
tables, indoor sleeping bags, play tents and wall decorations
(through ERO Industries).  The Company filed for chapter 11
protection on October 18, 2004 (Bankr. N.D. Ill. Case No.
04-38543).  Allen J. Guon, Esq., and Steven B. Towbin, Esq., at
Shaw Gussis Fishman Glantz Wolfson & Towbin LLC, represent the
Debtors in their restructuring.  When the Company filed for
chapter 11 protection, it listed estimated assets of $10 million
to $50 million and estimated debts of more than $100 million.


HIA TRADING: Judge Drain Dismisses Chapter 11 Cases
---------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York approved HIA Trading Associates and
its debtor-affiliates' request to authorize them to make a
distribution to Holders of Allowed Administrative Claims, and then
dismiss their chapter 11 cases effective upon the filing of a
final certificate of distribution with the Court.

Judge Drain approved the request on July 13, 2005.  The Debtors
filed the final certificate of distribution to Holders of Allowed
Administrative Claims on July 26, 2005.

Judge Drain determined that:

   1) the Debtors have completed the winding up of their
      respective business affairs and either fully liquidated
      their assets or abandoned those assets of inconsequential
      value not reasonably capable of liquidation, and there is no
      prospect of any distribution to holders of prepetition
      priority, general unsecured claims or equity holders;

   2) the settlements embodied in the Debtors' dismissal motion,
      including the waiver and release of claims against the
      Secured Lenders, are fair and reasonable under the
      circumstances pursuant to Bankruptcy Rule 9019 and are in
      the best interest of the Debtors' estates and their
      creditors;

   3) all fees payable under 28 U.S.C. Section 1930 have been paid
      or will be paid when due by the Debtors;

   4) the amount of funds in the Debtors' estates is only
      sufficient to pay holders of allowed administrative claims,
      a Pro Rata portion of their claims, or any lesser amounts as
      may be agreed upon by the claimant; and

   5) sufficient cause exists to render the provisions of Sections
      349(b)(1) and 349(b)(2) of the Bankruptcy Code inapplicable
      in the Debtors' chapter 11 cases.

Headquartered in South Plainfield, New Jersey, HIA Trading
Associates -- http://www.oddjobstores.com/-- and its affiliates
operated 87 retail stores under the name Amazing Savings Stores.
The Debtors purchased overproduced, overstocked and discounted
first-quality, name brand close out merchandise from
manufacturers, wholesalers and retailers, as well as a blended mix
of imports and everyday basic commodity items to be sold
at deep discount prices in its stores located in key regional
centers in New York, New Jersey, Connecticut, Ohio, Pennsylvania,
Kentucky, Delaware, Maryland and Michigan.  The Company and its
debtor-affiliates filed for chapter 11 protection on January 12,
2005 (Bankr. S.D.N.Y. Case No. 05-10171).  Adam L. Rosen, Esq., at
Scarcella Rosen & Slome LLP, represents Debtors.  When the Debtor
filed for chapter 11 protection, it reported total assets of
$67,500,000 and total debts of $90,000,000.  The Court dismissed
the Debtors' chapter 11 cases effective July 26, 2005.


INDUSTRIAL ENTERPRISES: Projects $35 Million Revenues in 2005
-------------------------------------------------------------
Industrial Enterprises of America, Inc. (Pink Sheets: ILNP)
disclosed that its subsidiaries, EMC Packaging and Unifide
Industries, are experiencing strong product demand and sales
growth.  ILNP projects revenues above $35 million and positive EPS
for the fiscal year that began July 1.  Additionally, with the
recent $5 million round of financing just completed and increasing
demand along all product lines, the Company should realize a net
profit margin of 10% this fiscal year.

"We are very pleased with ILNP's recent developments and progress
made in establishing a strong foundation for long term
profitability and growth.  The Company has raised substantial
capital from quality investors which it will use to invest in
existing operations, appointed an outstanding Board of Directors
and successfully integrated Unifide Industries into its core
business.  The success of this integration has led ILNP to pursue
other acquisition targets in this sector to further establish
production and distribution advantages.  The Company is poised for
substantial growth in 2005 and I believe ILNP represents an
attractive value proposition," commented Crawford Shaw, CEO of
Industrial Enterprises of America.

Management believes that the Company will be eligible for
expedited listing on the Over-The-Counter Bulletin Board exchange
in the coming weeks.  This move is geared toward increasing the
Company's exposure in the financial markets and credibility with
potential institutional investors.

Industrial Enterprises of America, Inc. --
http://www.TheOtherGas.com/-- "ILNP" specializes in converting
hydroflurocarbon gases, R134a and R152a, into branded and private
label refrigerant and propellant products.  Headquartered in
Houston, Texas, with manufacturing and packaging facilities in New
Jersey, ILNP's products serve a variety of industries.

                         *     *     *

                     Going Concern Doubt

In its Form 10-Q for the quarterly period ended March 31, 2005,
the Company has suffered recurring losses from operations and its
total liabilities exceed its total assets.  This raises
substantial doubt about the Company's ability to continue as a
going concern.

At March 31, 2005, Industrial Enterprises' total liabilities
exceed its total assets by $1,681,900.


INTERSTATE BAKERIES: Plan Filing Period Stretched to Nov. 18
------------------------------------------------------------
The Hon. Jerry W. Venters of the United States Bankruptcy Court
for the Western District of Missouri extends Interstate Bakeries
Corporation and its debtor-affiliates' exclusive period to:

   (1) file a plan of reorganization through and including
       Nov. 18, 2005; and

   (2) solicit and obtain acceptances of that plan through and
       including Jan. 17, 2006.

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


INTERSTATE BAKERIES: County Treasurer Wants Disbursement Barred
---------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates asked
the U.S. Bankruptcy Court for the Western District of Missouri for
authority to sell a real property located at 1100 Oakman Avenue,
in Detroit, Michigan, to U.S. Pacific Management, Inc., an
Illinois corporation.  The parcel of real estate include an
approximately 134,000-square foot building.

The salient terms of the Asset Sale Agreement, as amended,
between the Debtors and U.S. Pacific are:

   * The Debtors will sell the Detroit Property for $515,000;

   * U.S. Pacific has deposited $51,500 in an escrow account.
     The Deposit will be held by the escrow agent until the
     Debtors satisfy all conditions to closing;

   * The sale will include all of the Debtors' right, title and
     interest in the Property;

   * The closing will occur within five business days of the
     Court's approval of the Asset Sale Agreement, subject to
     the payment of the Purchase Price;

   * The Agreement will be deemed null and void and the Escrow
     Deposit returned to U.S. Pacific, if the Court does not
     approve the Agreement on or before August 10, 2005;

   * U.S. Pacific will lease 6,528 rentable square feet of
     space, including the adjacent parking lot, for the Debtors'
     exclusive use;

   * The Debtors will deliver good and marketable fee simple
     title to the Land and Improvements, free and clear of liens,
     other than Permitted Exceptions; and

   * The Detroit Property is being sold "as-is, where-is," with
     no representations or warranties, reasonable wear and tear
     and casualty and condemnation excepted.

The Debtors will pay Hilco $28,325, representing 5.5% of the
Purchase Price, payable at the closing.

                 Wayne County Treasurer Responds

The Wayne County (Michigan) Treasurer does not consent to the
sale of the Debtors' real property at 1100 Oakman Avenue, in
Detroit, Michigan.

Richardo I. Kilpatrick, Esq., attorney for the Wayne County
Treasurer, informs the Court that the Detroit Property is subject
to a claim that was originally held by the City of Detroit for
unpaid real property taxes for tax year 2004, and transferred to
the Wayne County Treasurer for collection pursuant to state law
as of March 1, 2005.

Mr. Kilpatrick reports that the amount of tax currently due and
owing on the Detroit Property is $6,857 for tax year 2004.  This
amount continues to accrue at an interest rate of 12% per annum
or 1% per month.

"[t]he unpaid real property taxes constitute a lien against the
Debtors' real property in favor of the [Wayne County] Treasurer
that is superior and paramount to all other interests in same
pursuant to MCL 211.40," Mr. Kilpatrick tells Judge Venters.

The Wayne County Treasurer asserts that the Detroit Property Sale
fails to (x) indicate the primacy of its lien over the interests
of other parties under state law and (y) provide for payment in
full of all outstanding real property taxes due.

Therefore, the Wayne County Treasurer asks the Court to:

   (1) prohibit disbursement of any part of the sale proceeds to
       the Debtors' estates or any other interested or secured
       parties until its tax liens are satisfied out of sale
       proceeds; and

   (2) compel the Debtors to pay $6,857 for the 2004 real
       property taxes that are due and owing, together with any
       additional accrued interest, from sale proceeds upon
       Closing.

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


IPALCO ENTERPRISES: S&P Affirms BB+ Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit ratings on utility holding company IPALCO Enterprises Inc.
and its utility subsidiary, Indianapolis Power & Light Co., and
revised the outlook on the companies to stable from positive.

As of March 31, 2005, the Indianapolis, Indiana-based company had
$1.5 billion of total debt outstanding.

"The outlook revision reflects our current expectation that
IPALCO's consolidated financial metrics will not sufficiently
strengthen over the next few years to support a higher rating,"
said Standard & Poor's credit analyst Barbara Eiseman.

The ratings on IPALCO are heavily influenced by the credit quality
of the much weaker parent, The AES Corp.  The outlook on AES is
positive reflecting management's intention to continue reducing
debt, which should result in credit-metric improvement.

The stable outlook reflects expectations for IPALCO's consolidated
financial condition to remain consistent with 'BB' rating category
guideposts, as well as a continuation of supportive regulatory
practices such as the environmental compliance cost recovery
tracker and AES' intention to continue reducing debt.


IRVING TANNING: Wants Continued Access to Lender's Cash Collateral
------------------------------------------------------------------
Irving Tanning Company asks the U.S. Bankruptcy Court for the
District of Maine to extend, until August 31, 2005, its authority
to use cash collateral securing repayment of prepetition debt owed
to TD Banknorth, NA.  The Debtor is currently allowed to use the
lender's collateral until July 29, 2005.

The Debtor will use the cash collateral to fund its operations
until substantial consummation of its confirmed plan of
reorganization in accordance with this budget:

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

As adequate protection for the use of cash collateral, the Debtor
also asks the Court's permission to make a $100,000 payment to
Banknorth.  Banknorth has received adequate protection payments
totaling $2.1 million since the petition date.

Pursuant to the Debtor's confirmed plan of reorganization,
Banknorth is entitled to receive $3.75 million from the Debtor by
July 29, 2005, in satisfaction its claims.  The Debtor is obliged
to make the $100,000 adequate protection payment if Banknorth does
not receive payment for its claims by the said deadline.

The Debtor tells the Court that exit financing negotiations for
its plan of reorganization may not close on or before the July 29
deadline and, as such, it may need to make the adequate protection
payment to Banknorth.

The Debtor sought bankruptcy protection on March 17, 2005, after
Banknorth cut off access to its working capital facility.  This is
the Debtor's second chapter 11 filing.  The Debtor emerged from a
previous chapter 11 proceeding filed in 2001.

Headquartered in Hartland, Maine, Irving Tanning Company, --
http://www.irvingtanning.com/-- is a leading supplier of leather
to global footwear, handbag and personal leather goods industries.
The Company filed for chapter 11 protection on March 17, 2005
(Bankr. D. Maine Case No. 05-10423).  Michael A. Fagone, Esq., at
Bernstein, Shur, Sawyer & Nelson, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $22 million and total
debts of $15 million.


JERNBERG INDUSTRIES: Section 341(a) Meeting Slated for Aug. 8
-------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of Jernberg
Industries, Inc., and its debtor-affiliates' creditors and equity
security holders at 3:00 p.m., on Aug. 8, 2005, at the Office of
the United States Trustee, in 227 West Monroe Street, Suite 3350
located in Chicago, Illinois.  This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Chicago, Illinois, Jernberg Industries, Inc., --
http://www.jernberg.com/-- is a press forging company that
manufactures formed and machined products.  The Company and its
debtor-affiliates filed for chapter 11 protection on June 29, 2005
(Bankr. N.D. Ill. Case No. 05-25909).  Jerry L. Switzer, Jr.,
Esq., at Jenner & Block LLP represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated assets and debts of $50 million to
$100 million.  CM&D Management Services, LLC' A. Jeffery Zappone
serves as the Debtors' Chief Restructuring Officer.  CM&D Joseph
M. Geraghty sits as Cash and Restructuring Manager and Joshua J.
Siano, Gerald B. Saltarelli and J. David Mathews serve as Cash and
Restructuring Support personnel.


KAISER ALUMINUM: Confirmation Hearing on Joint Plans Adjourned
--------------------------------------------------------------
Scott Lamb, Kaiser Aluminum Corp. vice president for investor
relations and corporate communications, advises that the Court has
not yet scheduled a confirmation hearing on the Third Amended
Joint Plans of Liquidation for Alpart Jamaica, Inc., and Kaiser
Jamaica Corporation and for Kaiser Alumina Australia Corporation
and Kaiser Finance Corporation, pending a ruling from Judge
Fitzgerald on the dispute between the Senior and Subordinated
Noteholders.

The previous hearings on the dispute were not completed, Mr. Lamb
says.

"The Court will attempt to set a date for the Confirmation
Hearing once this ruling [on the dispute] is issued," Mr. Lamb
adds.

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


KAISER ALUMINUM: Asks Court to OK Consent Decree on Mica Landfill
-----------------------------------------------------------------
The Mica Landfill Superfund Site is a solid waste landfill owned
and operated by Spokane County in Washington, approximately 12
miles southeast of the City of Spokane.  Jason M. Madron, Esq., at
Richards, Layton & Finger, in Wilmington, Delaware, tells the U.S.
Bankruptcy Court for the District of Delaware that industrial
wastes from certain of Kaiser Aluminum Chemical Corp.'s facilities
located near the City of Spokane were disposed of at the Mica
Landfill Site.

The United States Environmental Protection Agency has designated
the Mica Landfill Site as a "Superfund" site under the
Comprehensive Environmental Response, Compensation, and Liability
Act of 42 U.S.C. Section 9601.  The EPA has named KACC and the
Spokane County as potentially responsible parties for the Site.

Mr. Madron relates that the United States of America, on the
EPA's behalf, has asserted that it has incurred $136,583 in past
unreimbursed environmental response costs related to the Site.

In addition, the Spokane County filed Claim No. 1674 against
KACC, asserting a non-priority unsecured claim for $17,344,092.
Claim No. 1674 is based on the Spokane County's allegation that
KACC is liable under the CERCLA and Washington's Model Toxics
Control Act for KACC's equitable share of certain response costs
the County has incurred and will incur in the future with respect
to the Site.

KACC denies that it is liable for any of the Spokane County's
response costs or the EPA Costs, or that it has any liability in
connection with the Site.

On October 30, 2003, the Court entered an order approving a
consent decree among the Debtors, the United States, the States of
California, Rhode Island and Washington, and the Puyallup Tribe of
Indians that settled, without admission of liability, several
environmental claims and causes of action.

The Multi-Site CD does not apply to the Site, which was defined as
a "Reserved Site."  Under the Multi-Site CD, a "Reserved Site" is
a site with respect to which all of the parties' rights and
defenses are reserved.

Following several months of negotiations, the Debtors, the United
States, and the State of Washington, at the request of the
Washington State Department of Ecology agreed to the terms of a
Consent Decree.

The Washington State Department of Ecology is responsible for
administering and enforcing the MTCA.

The significant terms of the Consent Decree are:

   (a) The United States will be allowed a general, non-priority
       unsecured claim against KACC for $68,292.  The Claim will
       be deemed allocated to all past, present and future
       claims of the EPA, the State of Washington and potentially
       responsible parties or groups, for response and cleanup
       costs with respect to the Site.  The Allowed Claim will
       receive the same treatment under any plan of
       reorganization as other general unsecured claims against
       KACC and will not be subordinated to any other, allowed
       general, unsecured claim against KACC.

   (b) The parties will not bring a civil or, administrative
       action against each other with respect to the Site
       pursuant to Sections 106 and 107 of the CERCLA, Section
       7003 of the Resource Conservation and Recovery Act or
       applicable sections of the MTCA.

   (c) The United States and the State of Washington reserve all
       rights against the Debtors with respect to any matter not
       addressed by the covenant not to sue, including with
       respect to claims based on criminal liability, a failure
       to meet a requirement of the Consent Decree, and liability
       for any other site.  The United States and the State of
       Washington also reserve the right to petition the Court
       for approval to bring a Released Action against the
       Debtors if factors unknown at the time the parties entered
       into the Consent Decree are discovered and present a
       previously unknown threat to human health or the
       environment.

   (d) The Debtors are entitled to protection against any current
       or future actions or claims for contribution by other
       parties with respect to the Site.

   (e) The Consent Decree directs Logan & Company, Inc., the
       Debtors' claims and noticing agent, to create an allowed,
       general non-priority unsecured claim for $68,292 for the
       EPA's benefit.  Any proof of claim filed by Ecology with
       respect to the Site will be deemed withdrawn.

Moreover, on December 6, 2004, KACC and the Spokane County entered
into a Settlement Agreement, pursuant to these terms:

   (1) The Spokane County's Claim No. 1674 will be reduced and
       allowed as general non-priority unsecured claim against
       KACC for $3,000,000.

   (2) The Spokane County and its affiliates release KACC with
       respect to any claim that the County has for KACC's
       disposal activities at, or transportation or contribution
       of materials to, the Site before the Settlement
       Agreement's effective date.

In compliance with the federal and State of Washington
environmental laws, Mr. Madron informs Judge Fitzgerald that the
Consent Decree has been lodged with the Court and submitted for
public comment for not less than 30 days following notice of the
Consent Decree in the Federal Register.

Furthermore, the United States and the State of Washington have
reserved the right to withdraw or withhold consent if comments
disclose facts or considerations that indicate that the Consent
Decree is not in the public interest.  At the conclusion of the
public comment period, the United States and, if applicable, the
State of Washington, will file with the Court any comments
received, as well as responses to the comments.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Debtors ask Judge Fitzgerald to approve the
Consent Decree and the Settlement Agreement.

The Debtors believe that the Consent Decree and the Settlement
Agreement are in the paramount interests of their creditors
because the two covenants:

   (a) take into account the probabilities of success in
       litigating the Claims;

   (b) avoid the uncertainty, risk and continuing costs
       associated with litigation;

   (c) reflect that the County is at least equally responsible
       for the EPA Costs with respect to the allowed claim
       amount;

   (d) reflect a fair allocation between the parties of the
       incremental increase in costs that potentially could have
       resulted from KACC's disposal of industrial wastes at the
       Site; and

   (e) do not require the Debtors to perform any work at the
       Site.

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


L-3 COMMS: Moody's Rates Proposed Senior Subordinated Notes at Ba3
------------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to L-3
Communications Corporation's proposed senior subordinated notes,
due 2015, and a Ba3 rating to L-3 Communications Holding, Inc.'s
proposed Convertible Contingent Debt Securities, due 2035.

In a related action, Moody's has moved the Ba2 Corporate Family
Rating to L-3 Communications Holdings, Inc. from L-3
Communications Corporation in accordance with standard practice of
lodging the Corporate Family Rating at the highest legal entity in
the organizational structure for which debt securities have been
rated.  The ratings have a negative outlook.  The company has a
Speculative Grade Liquidity rating of SGL-2.

The ratings reflect substantial debt levels that the company
carries, which will increase significantly as the result of the
issuance of these notes to partially finance the acquisition of
Titan.  The ratings also consider integration risks associated
with the purchase of Titan, which represents the largest
acquisition that the company has undertaken in its history, as
well as the potential for the company's continued use of
acquisitions as a part of its growth initiative to keep financial
and business risks elevated.

Ratings are supported, however, by:

   * L-3's size and increasing leadership position in the defense
     contracting environment;

   * its demonstration of successful growth and profitability
     derived from its acquisition strategy prior to the Titan
     transaction;

   * its history of using internally-generated cash flows and, on
     occasion, equity offerings to reduce debt; and

   * protection offered by a sizeable liquidity facility.

The negative ratings outlook reflects Moody's concerns about L-3's
ability to quickly repay debt and restore financial metrics to
levels the company had experienced prior to the proposed Titan
acquisition.  Ratings may be adjusted downward if free cash flow
generation does not increase as expected from both internal growth
as well as from anticipated contributions from Titan's operations,
or if the company were to pursue any material levered acquisitions
in the near future that offset any recovery in financial metrics.

More specifically, ratings may be downgraded if the company were
unable to reduce leverage (debt/EBITDA, as measured using standard
adjustments per Moody's Ratings Methodology Report dated March
2005) to less than 4 times within the next 12-18 months, as is
currently expected, if free cash flow remains below 10% of total
debt, or if EBIT coverage of interest falls below 2 times.
Conversely, the outlook may be stabilized if the company were to
restore leverage to about 3.5 times EBITDA, if EBIT/interest again
exceeds 3.5 times, or if free cash flow exceeds 15% of debt for a
sustained period.

The purpose of the proposed notes offering is to partially fund
the acquisition of Titan Corporation for a total estimated
consideration of about $2.65 billion.  The purchase price
represents about a 12 times multiple of Titan's LTM March 2005
EBITDA, adjusted for certain nonrecurring costs incurred in 2004.
In addition to the combined $1.5 billion in new notes to be issued
by L-3 and L-3 Holdings, the company intends to use a combination
of cash, senior term debt, as well drawings on its revolving
credit facility, to finance the acquisition.  Moody's estimates
that this will result in a substantial increase in leverage:
balance sheet debt is estimated to double as the result of this
acquisition, while immediate earnings and cash flow benefits from
the purchase of Titan will not likely have as dramatic an effect
on the company's operations.

Consequently, debt/EBITDA is expected to increase from about 3.5
times as of March 2005 to about 5 times pro forma the close of
this transaction, which is somewhat high for this rating category.
Free cash flow is estimated to fall from about 15% of debt to pro
forma 8%, while EBIT coverage of interest expense weakens from
about 3.5 times to 2.5 times.  However, Moody's notes that Titan's
pro forma earnings reflect certain operating difficulties that the
company had experienced in 2004, which the rating agency believes
will be improved upon over the near term.  Such improvement is
evidenced by significant growth in Titan's revenue, Q1 2005 versus
Q1 2004, while operating margins improved over the same period.
This, along with continued steady growth in L-3's legacy
businesses, should result in steady near-term improvement in
financial metrics of the combined group, supporting expectations
of improvement in the company's credit profile.

Moody's notes positively the logical strategic rationale
associated with the acquisition of Titan.  As a major provider of
intelligence and engineering services to the U.S. Department of
Defense and intelligence agencies, Titan's operations are viewed
as complementary to L-3's lines of business, which also focus on
the technical and communications segments of government
contracting.

Moreover, Titan adds a large number of employees with high level
security clearance, a base which would be otherwise difficult,
costly, and time consuming for L-3 to build on its own.  The
addition of such personnel to L-3 will likely allow the company
greater access to security sensitive projects, increasing their
competitive advantage in that area.  As such, the acquisition of
Titan should provide L-3 with an ability to broaden its customer,
platform, and product scope as a prime contractor to these
agencies, supporting further organic growth as well as improvement
and stability to margins over the longer term.

L-3 Communication Corporation's SGL-2 speculative grade liquidity
rating reflects:

   * the company's good liquidity position (cash and committed
     credit availability);

   * the absence of immediately maturing long term debt; and

   * Moody's expectations that the company will continue to
     generate cash flow in well excess of interest and CAPEX over
     the next 12 months.

This rating also considers likely tightening of the company's
operating cushion to its financial covenants, owing to higher
leverage that will ensue from the acquisition of Titan
Corporation.  The liquidity rating also recognizes that the
company's asset base, although sizeable, has a large intangible
component.

The Ba3 rating on L-3's proposed $1 billion senior subordinated
notes offering, one notch below the Corporate Family Rating and
the same as the ratings on L-3's existing subordinated notes,
reflects the junior priority in claim that these notes have with
respect to all existing and future senior debt of the company,
including the $1 billion senior secured revolving credit
facilities and any senior term debt to be issued with the
acquisition of Titan.

These notes are general unsecured obligations of the company, and
are guaranteed by all of L-3's existing and future subsidiaries.
The Ba3 rating on L-3 Holdings' proposed $500 million senior
unsecured CODES, also one notch below the Corporate Family rating
and equal to ratings on L-3's subordinated notes, reflects the
pari passu nature of these notes relative to L-3's subordinated
notes in the company's capital structure.  These notes are
guaranteed on a subordinated basis by essentially all of L-3
Holdings' existing and future subsidiaries.  With respect to the
current negative ratings outlook, in the event that the Corporate
Family Rating were to be downgraded, these notes may be subject to
additional downward notching, consistent with Moody's standard
notching practices at lower ratings levels.

These ratings have been assigned:

L-3 Communications Corporation:

   * Senior subordinated notes due 2015, Ba3

L-3 Communications Holdings, Inc.:

   * Convertible Contingent Debt Securities due 2035, Ba3
   * Corporate Family Rating of Ba2

These rating has been withdrawn:

L-3 Communications Corporation:

   * Corporate Family Rating of Ba2.

L-3 Communications Corporation, headquartered in New York City and
a wholly-owned subsidiary of L-3 Communications Holdings, Inc., is
a leading provider of:

   * Intelligence, Surveillance and Reconnaissance systems;

   * secure communications systems;

   * aircraft modernization;

   * training and government services; and

   * is a merchant supplier of a broad array of high technology
     products.

Its customers include:

   * the Department of Defense,
   * Department of Homeland Security,
   * selected U.S. government intelligence agencies, and
   * aerospace prime contractors.

L-3 had LTM March 2005 revenues of $7.3 billion.


LB-UBS COMMERCIAL: S&P Holds Low-B Ratings on Three Cert. Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
B, C, D, E, F, G, H, J, and K of LB-UBS Commercial Mortgage Trust
2003-C1's commercial mortgage pass-through certificates.
Concurrently, all other outstanding ratings on this transaction
are affirmed.

The raised and affirmed ratings reflect the recent defeasance of
the second-largest loan (the Pennmark loan) and credit enhancement
levels that provide adequate support through various stress
scenarios.

As of July 2005, the pool collateral consisted of 114 commercial
mortgages with an outstanding balance of $1.337 billion, down
2.46% from issuance.  There are no delinquent or specially
serviced loans in the pool.  The master servicer, Wachovia Bank
N.A., reported net cash flow debt service coverage ratios for 99%
of the pool for either full-year 2003 (7%) or full- or partial-
year 2004 (92%).  One loan for $110.2 million, or 8.2% of the
pool, has been defeased.  Based on this information, and excluding
defeasance, Standard & Poor's calculated a DSCR for the pool of
1.58x, versus 1.66x at issuance.

The composition of the pool's top 10 assets has changed following
the defeasance of the Pennmark loan.  Excluding the Pennmark loan,
the current weighted average DSCR for the top 10 loans, which
constitutes 46.5% of the pool, has declined to 1.68x from 1.83x at
issuance.  Four of the top 10 loans maintain credit
characteristics consistent with investment-grade loans, at or
better than issuance levels.

These four loans are as follows:

    * the Stonebriar Centre ('AA'),
    * the Candler Tower ('A-'),
    * the Westmoreland Mall ('A-'), and
    * the Brandywine Towne Center ('BBB').

Eleven loans totaling $128 million, or 9.6% of the pool, appear on
the servicer's watchlist. Two of the top 10 exposures, Franklin
Avenue I, II, III, and Turnberry Place appear due to low DSCRs and
were stressed accordingly in Standard & Poor's analysis.

Standard & Poor's stressed various loans in the mortgage pool,
paying closer attention to the watchlisted loans.  The expected
losses and resultant credit enhancement levels adequately support
the current rating actions.

                           Ratings Raised

                LB-UBS Commercial Mortgage Trust 2003-C1
          Commercial mortgage pass-thru certs series 2003-C1

                        Rating
                        ------
             Class   To        From      Credit Enhancement
             -----   --        ----      ------------------
             B       AAA       AA+                   15.64%
             C       AAA       AA                    13.72%
             D       AAA       AA-                   12.18%
             E       AA        A+                    10.77%
             F       AA-       A                      9.49%
             G       A         A-                     8.08%
             H       A-        BBB+                   6.67%
             J       BBB+      BBB                    5.77%
             K       BBB       BBB-                   5.00%


                           Ratings Affirmed

                LB-UBS Commercial Mortgage Trust 2003-C1
          Commercial mortgage pass-thru certs series 2003-C1

               Class      Rating       Credit Enhancement
               -----      ------       ------------------
               A-1        AAA                      17.56%
               A-1B       AAA                      17.56%
               A-2        AAA                      17.56%
               A-3        AAA                      17.56%
               A-4        AAA                      17.56%
               L          BB+                       3.59%
               M          BB                        3.08%
               N          BB-                       2.56%
               X-CL       AAA                         N/A
               X-CP       AAA                         N/A

                          N/A - Not applicable.


LEAP WIRELESS: Moody's Affirms B1 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
(formerly known as the senior implied rating) of Leap Wireless
International, Inc., and the B1 ratings on the senior secured
credit facilities of its principal subsidiary Cricket
Communications, Inc.  The outlook for these ratings remains
stable.  However, Moody's lowered Leap's speculative grade
liquidity rating to SGL-2 from SGL-1.

The affected ratings are:

Leap Wireless International, Inc.:

   * Corporate family affirmed at B1
   * Speculative Grade Liquidity downgraded to SGL-2 from SGL-1

Rating outlook stable

Cricket Communications, Inc.:

   * $110 million senior secured revolving credit affirmed at B1

   * $600 million (increased from $500 million) senior secured
     term loan affirmed at B1

Rating outlook stable

The B1 corporate family rating continues to reflect the good
financial profile of the company with low leverage (debt/LTM
EBITDA approximately 2.5 times) and good interest coverage
(EBITDA/Interest over 6 times) tempered by the uncertain economics
of the company's business model over the longer term as
competition for its target market increases.  The rating also
anticipates that the company will become a net consumer of cash
over the intermediate term as Leap and its 75% owned subsidiary,
Alaska Native Broadband 1, launch service in 13 new markets using
spectrum won in Auction 58.  The B1 rating on the $710 million of
senior secured credit facilities available to Cricket
Communications, a subsidiary of Leap Wireless International,
reflects the preponderance of these obligations in the company's
debt capital base.

Leap's business model of providing nearly unlimited calling from a
local area for a flat rate, with the recent availability of
roaming for a additional per-minute charge, has proven quite
attractive in its 39 markets, with just over 6% penetration of the
25.9 million potential customers covered by Leap's networks.  This
model requires Leap to be the low cost provider of minutes, and to
find a sustainable market for its unlimited local, limited
roaming, wireless offering.

However, Leap is significantly smaller than its principal national
competitors, and has access to significantly lower financial
resources.  Further, as total wireless penetration in the US now
exceeds 60%, all players are paying more attention to the market
segments attracted to the Cricket service, i.e., people with
little credit history and of lower credit quality.

Leap currently offers its Cricket branded wireless service in 39
markets and has attracted over 1.6 million subscribers by the end
of March 2005.  Leap's target market segment can be difficult to
serve profitably as churn rates are higher than industry average.

In 2004, Leap's churn rate was 3.9% and the company has guided to
a 3.5% to 4.0% churn rate in 2005.  Further, subscriber growth has
been choppy recently with 1Q05 net subscriber additions 30% below
1Q04 net subscriber additions, and 1Q05 ending subscribers are
only 5% higher than in the year ago quarter.  In Moody's opinion,
this reflects heightened competition from prepaid providers as
well as less expensive family plan and add-a-line offers from the
larger carriers.  Moody's expects this competition to continue to
increase.

Nonetheless, due to its fairly simple all-you-can-call local
wireless offering, Leap is a low cost operator able to withstand
churn levels higher than industry average.  Due to its low
operating and subscriber acquisition costs, Leap generated a 34%
EBITDA margin on service revenues for the last four quarters.
With 1.6 million subscribers and still growing, the company has
demonstrated market acceptance of its differentiated offering that
should also find success in the new markets being launched by the
company.

The stable ratings outlook incorporates Moody's expectation for
lower EBITDA and higher-than-run-rate capital spending in 2006,
but for positive free cash flows to be generated by 2007.  The
ratings could be improved should the company:

   * grow its subscriber base in its existing as well as new
     markets;

   * reduce churn rates closer to 3% per month; and

   * generate free cash flow in excess of 15% of total debt.

But should ARPU decline, churn increase and growth stagnate, or
should Moody's lose confidence that Leap will return to free cash
flow generation by 2007, the ratings are likely to be lowered.

The revised speculative grade liquidity rating of SGL-2 reflects
the dilution of the company's liquidity position due to the
buildout and launch of 13 new markets by Cricket and ANB1 that
will make Leap a net consumer of cash over at least the next 12
months.  Nonetheless, Moody's believes Leap has a "good" liquidity
position with a high cash balance that will be augmented by
upcoming asset sales, and Moody's expectation that Leap will
retain full access to its entire $110 million revolving credit
facility (which is currently undrawn).  Upcoming term loan
amortization requirements are quite modest, and Moody's projects
ample covenant cushion.  The combination of these factors (large
cash balance, undrawn revolver, and ample covenant cushion
tempered by expected cash depletion) produce a good liquidity
profile warranting an SGL-2 speculative grade liquidity rating.

Headquartered in San Diego, Leap Wireless International is a
wireless service provider in 39 markets with 1.6 million
subscribers and LTM revenues of $846 million.


MEDICAL TECHNOLOGY: Wants Access to JP Morgan's Cash Collateral
---------------------------------------------------------------
Medical Technology, Inc., dba Bledsoe Brace Systems, asks the U.S.
Bankruptcy Court for authority to use cash collateral securing
repayment of $1,455,000 owed to JP Morgan Chase Bank.

The Debtor's indebtedness to JP Morgan stems from a:

   * $600,000 Term Note dated January 28, 2005, with an unpaid
     principal balance of $217,976;

   * $1,500,000 Revolving Credit Note dated January 28, 2005,
     with an unpaid balance of $1,100,000; and

   * $750,000 Advancing Promissory Note dated February 5, 2001,
     with an outstanding balance of $137,500.

JP Morgan's claims are secured by a blanket lien on the Debtor's
property.

To provide the lender with adequate protection required under 11
U.S.C. Sec. 363 for any diminution in the value of its collateral,
the Debtor will grant JP Morgan replacement liens to the same
extent, validity and priority as the prepetition liens.

Ameritas Life Insurance Corporation holds two notes for $1,373,331
and $207,022 issued by the Debtor.  The notes are secured by deed
of trust liens against the Debtor's land, buildings and fixtures
located at 2601 Pinewood Drive in Grand Prairie, Texas.  In
relation to its indebtedness to Ameritas, the Debtor asks the
Court for authority to make adequate protection payments to the
insurer.

The Debtor proposes to use the cash collateral in accordance with
a 13-week budget.  A full-text copy of the budget is available for
free at:

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

Headquartered in Grand Prairie, Texas, Medical Technology, Inc.,
dba Bledsoe Brace Systems -- http://www.bledsoebrace.com/home.asp
-- manufactures and distributes orthopedic knee braces, ankle
braces, ankle supports, knee immobilizers, arm braces, sport
braces, boots, and walkers.  The Debtor filed chapter 11
protection on July 25, 2005 (Bankr. N.D. Tex. Case No. 05-47377).
J. Robert Forshey, Esq., Jeff P. Prostok, Esq., and Julie C.
McGrath, Esq., at Forshey & Prostok, LLP, represent the Debtor in
its restructuring efforts.  When the Debtor filed filed for
protection from its creditors, it estimated assets and debts
between $10 million to $50 million.


METHANEX CORP: Moody's Rates New $150 Mil. Sr. Unsec. Notes at Ba1
------------------------------------------------------------------
Moody's Investors Service assigned a Ba1 to the new $150 million
senior unsecured notes due 2015 issued by Methanex Corporation.
Moody's also affirmed the Ba1 ratings of Methanex Corporation and
the outlook on the company's ratings remains stable.  Proceeds
from this new issue will be used, along with cash from the balance
sheet to repay $250 million senior notes maturing August 15, 2005.

Methanex's Ba1 ratings are supported by:

   * the company position as the largest global supplier of
     methanol;

   * its low cost production facilities in Chile and Trinidad;

   * logistical advantages due to the volume of methanol sold;

   * an elevated cash balance;

   * strong financial ratios for a Ba1 company; and

   * the management discipline to pre-fund major investments in
     new methanol facilities.

The ratings are tempered by:

   * the elevated business risk and volatility due to the
     company's single commodity product focus;

   * substantial off-balance sheet liabilities primarily due to
     operating leases;

   * the potential for interruption of a portion of the natural
     gas supply to its Chilean facility; and

   * a longer-term concern over new international low-cost
     capacity.

Moody's noted that leases are capitalized at over $700 million,
significantly increasing adjusted debt levels.  However, the
increase due to leases is partially offset by roughly $160 million
of non-recourse debt at Atlas Methanol Company that is
incorporated into the company's financial statements.

The stable outlook reflects Methanex's strong financial condition
relative to the Ba1 ratings, which is offset by the risks
associated with product concentration and the potential disruption
of natural gas at its largest production facility in Chile.
Methanex relies on the export of Argentine natural gas for roughly
40% of its low-cost methanol capacity (the combined production
capacity of its facilities in Chile and Trinidad).

The apparent lack of security over natural gas supplies for such a
large portion of its low-cost methanol production capacity implies
a level of business risk that is currently not consistent with an
investment grade profile.  If Moody's is able to determine that
Methanex's natural gas supply situation in Argentina has
stabilized and providing methanol prices do not fall substantially
below $150 per metric tonne, there would likely be upward pressure
on the ratings.  The ratings could be lowered if the company's
cash balance deteriorates significantly and its Chilean production
capacity is permanently impaired.

Moody's, on June 28, 2005, changed Methanex's outlook from
positive to stable.  The outlook change was based on Methanex's
announcement that natural gas curtailments were having a
significant impact on production at its Chilean facilities.  This
announcement heightened Moody's prior concern over the company's
ability to maintain access to gas from Argentina.

Previously, Moody's anticipated that curtailments would not exceed
10% of the annual gas required to operate the Chilean facility at
full capacity.  The gas curtailments in June of gas from Argentina
on a daily basis amounted to 35 - 55% of total production capacity
(Argentine gas accounts for 60% of the natural gas required to
operate Methanex's Chilean facility).  The recent gas supply
disruption, while significant, may not result in curtailments
surpassing the 10% level on an annual basis.

Furthermore, Moody's noted that in July, deliveries from Argentina
have improved significantly and that the methanol capacity lost
due to Argentine gas curtailments has fallen to 15 thousand tonnes
versus the 45 thousand tonnes lost in June.  Given uncertainty
over gas production levels and increased domestic pipeline
capacity in Argentina, it would be difficult for Moody's to
ascertain the potential impact on future financial performance.
Until Moody's is able to determine that the restrictions on
Argentine natural gas supply will likely be limited in nature,
Methanex's outlook will remain stable.

Nevertheless, Moody's does not anticipate a substantial impact on
Methanex's short-term operating results as gas curtailments and
reduced methanol production will likely result in methanol prices
remaining elevated (i.e., above $200/tonne) longer than previously
anticipated.  Although the company may pursue technical or legal
solutions to resolve the gas curtailment issue, the timing and
impact of such solutions is highly uncertain.

Furthermore, the pending expansion of pipeline capacity to the
North combined with uncertainties over additional government
regulations, the timing of increases in gas production from newly
drilled wells, and the reliability of the existing gas production
infrastructure will likely create near-term volatility in
Methanex's production capacity in Chile.

However, over the next several years, Moody's anticipates that
Methanex's Argentine gas supply situation should improve as higher
domestic (in Argentina) gas prices result in increased drilling
and new gas production, as well as improvements to the production
infrastructure in Argentina.  The recent start-up of the Carina
and Aries gas fields in Tierra del Fuego, combined with the
completion of other projects, should improve the gas supply
situation in the region.

Roughly 6.34 million metric tonnes of new low-cost capacity have,
or are expected to, come on-stream in 2004 and 2005.  This
represents approximately 20% of global demand.  Despite the start-
up of 3.7 million metric tonnes of this new capacity in 2004,
methanol prices have not declined as Moody's had expected due to
higher feedstock prices at plants without access to low-cost
natural gas, and the shut down of 1.4 million metric tonnes of
existing high-cost capacity in the US, plus the reduction of
capacity at Methanex's New Zealand facilities.

By the end of 2005, once the additional 2.65 million metric tonnes
of capacity comes on-line, Moody's now believes that the drop in
prices could be modest due to the shut down of additional capacity
in the US and the continuing high cost of feedstocks at plants
that do not have access to low-cost natural gas or coal.  While
methanol prices have fallen from their recent highs, globally they
remain above $250/tonne.  Access to low-cost feedstocks is
important since it accounts for the vast majority of production
costs (i.e., 70-85% depending on the price of the feedstock) at a
methanol plant.

Moody's does expect the price of methanol to decline further as
the next wave of new low-cost international capacity comes on-
stream in 2007-2008.  However, the price decline may again be
limited due to the high feedstock costs at plants without access
to low-cost natural gas or coal.  Additionally, prior to 2008,
Moody's expects that the remaining natural gas-based methanol
capacity in the US and Canada will be shut down (over 1 million
metric tonnes) and that much of the higher cost capacity in
Western Europe and some in Asia will be closed as well.

If methanol prices remain above $150/metric tonne, Methanex could
continue to generate financial metrics that are more indicative of
a cyclical investment grade company.  In terms of credit metrics,
the company reported retained cash flow to adjusted total debt and
free cash flow to adjusted total debt of roughly 30% and 15% for
the LTM dated June 30, 2005.

Moreover, this free cash flow incorporated expansionary capital
expenditures associated with the construction of Chile IV and
Atlas.  Methanex has also demonstrated the ability to
significantly de-leverage as evidenced by its redemption of all of
Titan Methanol Company's non-recourse debt ($184 million) during
2004.  Retained cash flow is cash flow from operations less the
impact of changes in working capital and less dividends.  Free
cash flow is cash flow from operations less dividends and capex.
Adjusted total debt includes the capitalization of operating
leases.

Ratings assigned:

   * $150 million senior unsecured notes due 2015 -- Ba1

Ratings affirmed:

   * $250 million senior unsecured notes due 2005 - Ba1
   * $200 million senior unsecured notes due 2012 - Ba1
   * Corporate Family Rating - Ba1

Based in Vancouver, British Columbia Methanex is the world's
largest producer of methanol.  Methanex operates methanol
production facilities located in:

   * Chile,
   * Trinidad,
   * New Zealand, and
   * Canada.

The company reported revenues of $1.76 billion over the LTM period
ended June 30, 2005.


METROMEDIA FIBER: Court Delays Entry of Final Decree to Oct. 17
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has delayed, until Oct. 17, 2005, entry of a final decree closing
Metromedia Fiber Network, Inc.'s chapter 11 case.

Lawrence C. Gottlieb, Esq., at Kronish Lieb Weiner & Hellman LLP,
in Manhattan, informed the Court that there are several matters
that need to be resolved before the case can be closed:

   * the Reorganized Debtors' prosecution of claim objections; and

   * litigation that needs to be prosecuted by the Reorganized
     Debtors including, but not limited to, various preference
     actions.

Metromedia Fiber Network, Inc., and most of its domestic
subsidiaries commenced voluntary Chapter 11 cases (Bankr. S.D.N.Y.
Case No. 02-22736) on May 20, 2002.  When Metrodmedia filed for
protection form its creditors, it listed $7,024,208,000 in total
assets and $4,262,000,000 in total debts.  Metromedia Fiber
emerged from chapter 11 on Sept. 8, 2003, and changed its name to
AboveNet Inc.


MIRANT CORP: Sues PEPCO to Recover Fraudulent Transfers
-------------------------------------------------------
In early 2000, Potomac Electric Power Company sought to divest
itself of certain generating assets and certain power purchase
agreements through an auction.  The bid instructions for the
auction required that bidders must agree to:

    -- assume PEPCO's obligations to purchase power under certain
       power purchase agreements; and

    -- supply certain of PEPCO's power requirements at fixed
       prices pursuant to certain transition power agreements.

Mirant Corporation became the highest bidder at the auction.

On June 7, 2000, PEPCO and Mirant entered into an Asset Purchase
and Sale Agreement for Generating Plants and Related Assets.  The
transaction was closed on December 19, 2000.  As a result of the
sale, Mirant acquired from PEPCO:

    * four generating stations;

    * three separate coal ash storage areas;

    * a 51.5-mile oil pipeline; and

    * an engineering and maintenance service facility and related
      assets.

According to Robin E. Phelan, Esq., at Haynes and Boone, LLP, in
Dallas, Texas, the "consideration" paid to PEPCO for the assets
consisted of:

    (a) $2.75 billion in cash;

    (b) the obligation to purchase power at grossly excessive
        prices under the PPAs;

    (c) the obligation to supply power at grossly inadequate
        prices under the TPAs; and

    (d) the assumption of various other liabilities, including any
        guarantees in favor of PEPCO.

The Consideration paid by Mirant was grossly in excess of the fair
value of the PEPCO assets, Mr. Phelan asserts.

Mirant accounted for the purchase of the PEPCO Assets as a
purchase business combination in accordance with APB Opinion
No. 16.  In the final purchase price allocation made by Mirant
related to the purchase of the PEPCO Assets, it allocated
$1.5 billion to goodwill and other intangible assets.

Mr. Phelan notes that immediately after the Closing Date, Mirant
and certain of its affiliates began having liquidity problems
that led to their bankruptcy filing.

Subsequent to their filing for bankruptcy, Mirant, Mirant Americas
Energy Marketing, LP, and PEPCO entered into an Amended Settlement
Agreement and Release, which settled certain of PEPCO's claims
under the TPAs and amended the TPAs to modestly increase the
prices to be paid by PEPCO for power under the TPAs.

Mirant, in its Chapter 11 case, has sought to reject certain
obligations arising out of the PPAs and ancillary agreements.
Neither the TPA Settlement nor Mirant's efforts to reject certain
obligations arising out of the PPAs or ancillary agreements have
materially reduced the Consideration paid for the PEPCO Assets,
Mr. Phelan points out.

Mr. Phelan reports that as of July 13, 2005, there is
insufficient value in many of the Debtors' estates to satisfy the
claims against them.

PEPCO asserted:

    * Claim Nos. 190 and 191 against Mirant relating to purported
      electrical and maintenance services rendered by PEPCO to
      Mirant;

    * 10 claims against certain of its affiliates relating to
      purported obligations arising under the Asset Purchase and
      Sale Agreement and related agreements, including the PPAs
      and TPAs; and

    * Claim No. 6483 against MAEM and Claim No. 6484 against
      Mirant for purported obligations arising under the TPA
      Settlement dated October 24, 2003.

On October 18, 2004, the Debtors objected to the PEPCO Claims.

In December 2004, PEPCO amended its claims against Mirant
affiliates:

          Original         Amended        Mirant
           Claim            Claim         Entity
          --------         -------        ------
            6474            8230          Potomac River
            6475            8229          Piney Point
            6476            8228          Peaker
            6477            8233          MIRMA
            6478            8231          MD Ash
            6479            8237          D.C. O&M
            6480            8236          Chalk Point
            6481            8232          MIRMA
            6482            8235          MAEM
            6496            8234          Mirant

In its Amended Claims, PEPCO increased the amounts that it
alleged the Debtors owe in connection with goods and services
provided under the Agreements.

On February 7, 2005, Mirant amended its Objection to Claim Nos.
190, 191, 6474-6484 and 6496, and objected to the Amended PEPCO
Claims.

Mr. Phelan alleges that the PEPCO Assets were acquired and the
Consideration paid, at the direction and control of The Southern
Company, Mirant's parent company, for whose benefit the
transaction occurred.  "The Southern Company knew that the
transaction would leave Mirant and certain of its subsidiaries
without sufficient capital to operate their businesses and
discharge their obligations to the Creditors but nevertheless
intentionally caused Mirant to enter into the transaction."

Mirant objects to the PEPCO Claims because:

    -- no amounts are due and owing to PEPCO; and

    -- the agreements by which the obligations arise were
       fraudulent and illegal.

Therefore, Mirant and certain of its affiliates ask the Court to:

    1. declare the Consideration paid for the PEPCO Assets, to the
       extent it exceeds the fair value of the PEPCO Assets, to be
       a conveyance or transfer in fraud of the rights of Mirant's
       creditors under the laws of the State of New York, pursuant
       to Section 544(b) of the Bankruptcy Code, and recoverable
       under Section 550(a);

    2. sustain their objection to the PEPCO Claims; and

    3. award judgment in their favor for compensatory and
       punitive damages, with interest and legal costs.

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


MIRANT CORP: Wants "Fraudulently" Transferred La. Assets Returned
-----------------------------------------------------------------
Mirant Americas Energy Capital, LP, Mirant Americas Production
Company and Mirant Americas Development, Inc., seek to recover
certain fraudulent transfers from Castex Energy, Inc., Castex
Energy 1995, L.P., Castex Energy 1996, L.P., and LaTerre Co., Ltd.

Castex Energy, Inc., is a privately owned, Houston-based oil and
gas exploration and production company.  Castex Energy, Inc., is
the managing general partner of each of the Castex entities and
operates the majority of the assets on behalf of each entity.

Robin E. Phelan, Esq., at Haynes and Boone, LLP, in Dallas,
Texas, relates that on June 14, 2001, MAEC and Castex executed a
Purchase and Sale Agreement whereby MAEC agreed to purchase 75%
of Castex's rights, titles and interests in certain oil and gas
interests and lands located in Louisiana, specifically in the
parishes of Cameron, Terrebonne, Iberia, Lafourche, Jefferson
Davis and Vermilion; and Castex agreed to transfer to MAEC 75% of
the capital stock in Castex LaTerre, Inc., for $198,750,000.

The transaction was completed on August 31, 2001.

On October 16, 2002, MAPCO, Mirant South Louisiana Production,
LLC, and Mirant South Louisiana Fee, LLC, on the one hand, and
Castex 1995, LaTerre and Castex, on the other hand, executed a
Purchase and Sale Agreement.  Under the 2002 Agreement, MAPCO,
MSLP and MSLF agreed to sell the Property back to Castex 1995,
LaTerre and Castex for $134,633,939.

Mr. Phelan tells the Court that MSLP and MSLF no longer exist.

The 2002 Agreement, Mr. Phelan continues, was completed on
December 11, 2002.  As a result, Castex reacquired its 75%
interest.  Castex subsequently sold its 100% interest in that
property in December 2002 to Apache Corp. for $260,000,000,
nearly double the price paid for the 75% interest in the property
sold under the 2002 Purchase Agreement.

Mr. Phelan argues that:

    -- the Mirant entities' obligations under the 2002 Purchase
       Agreement were incurred on or within one year before
       Mirant sought bankruptcy protection;

    -- in exchange for the 2002 Obligations, the Mirant entities
       received less than a reasonably equivalent value; and

    -- the Mirant entities were insolvent on the date the 2002
       Obligations were incurred or were rendered insolvent as a
       result of the 2002 Obligations.

Mr. Phelan further contends that on the date the 2002 Obligations
were incurred:

    -- the Mirant entities were engaged, or were about to engage,
       in business or a transaction for which any property
       remaining with them was an unreasonably small capital; and

    -- the Mirant entities intended or believed that they would
       incur debts that would be beyond their ability to pay as
       the debts matured.

                   Avoidance under Section 544

According to Mr. Phelan, the Mirant entities' obligations
incurred and the transfers that they made under the Agreements
are avoidable fraudulent obligations and transfers under Section
544(b)(1).   Additionally, the Mirant entities did not receive
fair consideration in exchange for the obligations or transfers.

The Mirant entities, Mr. Phelan notes, were insolvent on the date
the obligations were incurred, or the transfers were made, or
became insolvent as a result of the obligations or transfers.

To the extent that the Transfers are avoided, Mr. Phelan asserts
that the Mirant entities should recover the property transferred,
or the value of the transferred property, from Castex pursuant to
Section 550(a).

Pursuant to Sections 502, 544, and 550 of the Bankruptcy Code,
the Mirant entities ask the Court to:

    a. permit them to avoid the Obligations and Transfers;

    b. permit them to recover the property transferred or the
       value of the property transferred, with interest and legal
       costs; and

    c. disallow any claim held by Castex until Castex satisfies
       the judgment.

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


MIRANT CORP: Court Allows Predator's $1.2 Million Unsecured Claim
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved the settlement agreement inked between Mirant Corporation
and its debtor-affiliates and Predator Development Company, LLC,

Pursuant to the Settlement Agreement, claims filed by Predator
will be allowed as general unsecured claims aggregating
$1,200,000; provided, however, that the maximum aggregate
distribution to Predator will not exceed $1,200,000 for those
claims.

As reported in the Troubled Company Reporter on May 31, 2005,
Predator filed Claim Nos. 5934, 5935 and 5937 against Mirant
Corporation, Mirant Americas Energy Capital, LP, and Mirant
Americas Energy Capital Assets, LLC.

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


NATIONAL GRAPHICS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: National Graphics, Inc.
        800 Debelius Avenue
        Baltimore, Maryland 21205

Bankruptcy Case No.: 05-26751

Type of Business: The Debtor designs and manufactures
                  lightboxes and backlit signs.  See
                  http://www.natgraphix.com/

Chapter 11 Petition Date: July 26, 2005

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: Constance M. Hare, Esq.
                  Mehlman, Greenblatt & Hare, LLC
                  723 South Charles Street, Suite LL3
                  Baltimore, Maryland 21230
                  Tel: (410) 547-0300
                  Fax: (410) 547-7474

Total Assets: $293,625

Total Debts:  $1,618,553

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service      IRS has first lien        $761,182
31 Hopkins Plaza, Room 1150   on a/r to extend
Baltimore, MD 21201           50,000 and second
                              lien on all other
                              assets
                              Value of security:
                              $50,000
                              Senior Lien:
                              $161,000

Metro Express of Baltimore                               $22,687
800 Debelius Avenue
Baltimore, MD 21205

Sheperd Electric                                          $9,654
7401 Pulaski Highway
Rosedale, MD 21237

Franch, Jarashaw, Burgmeier                               $8,800
& Smith

AIG                                                       $7,673

The Hartford                                              $4,893

BGE                                                       $3,852

Comptroller of the Treasury   June 2005 MD                $3,469
                              Withholding Tax

Adelberg, Rudow, Dorf                                     $3,453
Hendler, LLC

Comptroller of the Treasury   June 2005 Sales             $2,944
                              Tax

Cohill & Associates                                       $2,700

Bowman Displays                                           $2,124

Professional Image                                        $1,724

Phillips Group                                            $1,697

GCIU Employer Retirement                                  $1,364
Fund

Printing Industries of                                    $1,188
Maryland

DHL Express                                                 $925

Digital Link Atlanta                                        $824

OCE                                                         $765

Xerox Corporation                                           $750


NATIONAL VISION: Selling Assets to Berkshire Partners for $39.6MM
-----------------------------------------------------------------
National Vision, Inc. (AMEX: NVI) and an affiliate of Berkshire
Partners LLC signed a definitive merger agreement pursuant to
which Berkshire Partners will acquire National Vision for
$7.25 per share, or $39.6 million.  National Vision also disclosed
an agreement to acquire all of the outstanding common stock of
Consolidated Vision Group, Inc., for approximately $88 million,
including debt repayment.  Consolidated Vision Group operates 111
optical stores under the brand name "America's Best Contacts &
Eyeglasses."

"The Board has directed an aggressive program of exploring
strategic and financial alternatives for the company since May
2004," Peter T. Socha, Chairman of the Board of Directors of
National Vision, said.  "With a premium of 42% to our last closing
stock price on July 25, 2005, and a refinancing of all outstanding
debt facilities, we believe that these transactions represent an
excellent outcome for all our security holders."

L. Reade Fahs, President and Chief Executive Officer of National
Vision, said, "Our management team is excited about the
opportunity of combining National Vision and America's Best into
the fourth largest retail optical chain in America.  With the
backing of Berkshire Partners, we're confident of having the
committed resources necessary to build a leading presence in the
value segment of the optical category."

Barry Feinberg, Chief Executive Officer of Consolidated Vision
Group, said, "The past three and one-half years have been very
exciting at America's Best.  We have led the industry in
comparable store sales growth and have substantially increased our
cash flow. We believe the consumer will be well served by
combining our store base with National Vision."

"Berkshire Partners has been an active investor in the retail
industry for over 20 years," stated Randy Peeler, Managing
Director of Berkshire Partners.  "We are eager to invest in NVI,
which is a leader in the value segment of the optical retail
market."

                     Terms of the Agreement

Pursuant to the terms of the merger agreement, Vision Acquisition
Corp., an affiliate of Berkshire Partners, will commence a cash
tender offer to acquire all outstanding shares of National Vision
common stock at a price of $7.25 per share in cash.  Following the
offer, the merger agreement contemplates that Vision Acquisition
Corp. will be merged with National Vision and that shares not
tendered in the offer would be converted into a right to receive
$7.25 in cash.  The merger agreement also contemplates that
National Vision's existing senior notes due 2009 will be redeemed
at par.

Consummation of the tender offer is subject to the completion of
National Vision's acquisition of Consolidated Vision Group, the
tender of at least 67% percent of National Vision's fully diluted
shares and other customary conditions.  Vision Acquisition Corp.
retains the right to waive the minimum tender requirement if fewer
than 67% of the fully diluted shares (but at least a majority) of
National Vision's shares are tendered.  The parties expect that
the tender offer and acquisition of Consolidated Vision Group will
be completed during the third calendar quarter of 2005.

The Board of Directors of National Vision and a Special Committee
of independent members of National Vision's Board of Directors
approved the terms of the tender offer and merger and recommended
that the shareholders of National Vision accept the offer.  The
Special Committee has received an opinion from its financial
advisor, TM Capital Corp., to the effect that the consideration
proposed to be paid to the shareholders in the transaction is fair
from a financial point of view to such shareholders.

Pursuant to the merger agreement with Vision Acquisition Corp.,
National Vision may not participate in discussions regarding any
competing offer to acquire its stock or assets, except under
certain circumstances described in the merger agreement in order
to comply with its fiduciary duties.  If the Company's Board of
Directors exercises its right to terminate the merger agreement to
enter into an alternative transaction, and in certain other
circumstances set out in the merger agreement, the Company would
be required to pay a $1.6 million break-up fee.  If the Company
terminates the merger agreement, unless such termination is due to
Vision Acquisition's breach, the Company will be required to
reimburse Vision Acquisition for its expenses, up to $2 million.
In no event will the combined amount of the breakup fee and
expense reimbursement payments exceed $2.6 million in the
aggregate.

In conjunction with entering into the merger agreement with Vision
Acquisition Corp., National Vision also announced that it had
entered into an agreement to purchase all of the outstanding stock
of Consolidated Vision Group, a privately held retailer of optical
products and services headquartered in Pennsauken, New Jersey.
National Vision's acquisition of Consolidated Vision Group has
been approved unanimously by the boards of directors of National
Vision and Consolidated Vision Group.

In connection with the Consolidated Vision Group acquisition,
National Vision will pay approximately $88 million in cash,
approximately $48 million of which will be used to repay debt and
other obligations of Consolidated Vision Group and the remainder
of which will be paid to the Consolidated Vision Group
shareholders.  The CVG acquisition, and the repayment of National
Vision's senior notes to occur in conjunction with the CVG
acquisition, would be financed through a new credit facility
arranged by Freeport Financial and a cash investment by Berkshire
Partners.  National Vision would be obligated to pay a break up
fee to the Consolidated Vision Group shareholders of $4 million if
the Consolidated Vision Group acquisition fails to close by
Dec. 22, 2005, due to its failure to close the contemplated
financing.

The consummation of National Vision's acquisition of Consolidated
Vision Group is conditioned upon the simultaneous closing of the
tender offer by Vision Acquisition Corp. for National Vision's
shares.

                       HSR Waiting Period

The pre-approval requirements of the Hart-Scott-Rodino Antitrust
Improvements Act do not apply either to the acquisition of
National Vision by Berkshire or to the acquisition of Consolidated
Vision Group by National Vision.

Freeport Financial LLC is a leading provider of capital and
leveraged finance solutions to middle market companies with
private equity sponsor ownership.  Freeport Financial LLC invests
at all levels of the capital structure but focuses primarily on
providing cash flow and asset based lending products including
senior secured, junior secured and unsecured loans to support
leveraged buyouts, recapitalizations, and corporate refinancings.
Founded in 2004 by a group of experienced corporate finance and
capital markets professionals and located at offices in Chicago
and New York, Freeport Financial has the industry expertise and
product knowledge to serve the financing needs of private equity
sponsors and their middle market companies.

TM Capital Corp., the financial advisor to the Special Committee
and to the Board of Directors of National Vision, is a New York
and Atlanta based merchant bank which advises clients on a broad
range of global merger, acquisition and financing transactions.

Kilpatrick Stockton LLP acted as legal advisor to the Board of
Directors of National Vision and Weil, Gotshal & Manges LLP acted
as legal advisor to Berkshire Partners and its affiliates.

Berkshire Partners has invested in mid-sized private companies for
the past twenty years through six investment funds with aggregate
capital commitments of approximately $3.5 billion.  The firm's
investment strategy is to seek companies that have strong growth
prospects and to support talented management teams.  Berkshire has
developed specific industry experience in several areas including
retail, consumer products, industrial manufacturing,
transportation, communications and business services.  Berkshire
has been an investor in over 80 operating companies with more than
$12.0 billion of acquisition value and combined revenues in excess
of $15.0 billion.

National Vision, Inc., is a retail optical company that operates
vision centers primarily within host environments in the United
States and Mexico.  Its vision centers sell a wide range of
optical products including eyeglasses, contact lenses and
sunglasses.  As of the end of the most recent fiscal quarter on
July 2, 2005, the Company operated 412 vision centers, including
290 located inside domestic Wal-Mart stores.  National Vision
depends on its domestic Wal-Mart locations for substantially all
of its revenues and cash flow.  Investments in the debt and equity
securities of National Vision, Inc., are subject to substantial
risks as described in the Company's public filings with the
Securities and Exchange Commission.

                         *     *     *

National Vision's 12% senior notes due 2009 carry Moody's
Investors Service's B3 rating.


NORTHWEST AIRLINES: June 30 Balance Sheet Upside-Down by $3.8 Bil.
------------------------------------------------------------------
Northwest Airlines Corporation (Nasdaq: NWAC), the parent of
Northwest Airlines, reported a second quarter net loss of
$225 million, compared to a $182 million net loss in the same
period in 2004.

Excluding $54 million in net unusual items, the second quarter net
loss was $279 million, compared to the 2004 second quarter net
loss of $78 million, excluding unusual items.

                     Bankruptcy Warning

"We need to rapidly achieve at least $1.1 billion in labor cost
savings and resolve our pension plan challenges by freezing our
defined benefit pension plans and obtaining federal legislation
that addresses existing problems in the pension laws.  Failing to
do so will force Northwest to consider other alternatives,
including filing under Chapter 11 of the U.S. Bankruptcy Code,"
said Doug Steenland, president and chief executive officer.

"Many of our major competitors have significantly lowered their
labor costs, both in and outside of bankruptcy, leaving Northwest
with the highest labor costs in the industry.  Moreover, low cost
carriers continue to grow and represent a significant competitive
challenge.  It is imperative that we reach labor agreements with
all of our unions as quickly as possible."

Mr. Steenland continued, "We are also working diligently with
union leaders to address our defined benefit pension plans'
shortfalls.  We are freezing our salaried workers retirement plan
and replacing it with a new defined contribution plan.  We are
also negotiating with the unions representing our contract
employees regarding pension plan freezes."

"Along with several of our unions, we have asked Congress to enact
legislation that allows a longer time period for airlines to pay
off the unfunded liabilities in their pension plans.  We remain
hopeful that we will be able to address this issue quickly," he
added.

"While we have serious near term issues that must be addressed, we
have been continuing our efforts to improve operating efficiencies
while reducing cost.  Together with our renewed aircraft fleet,
unconstrained hub airport facilities and a strong global route
system, Northwest is positioned for long- term success, once we
address the key challenges we now face."

"Despite high load factors and inclement weather, our employees
are continuing to put customers first and I wish to thank them for
their efforts.  Year-to-date, Northwest's departure and arrival
performance and completion factor have been strong," Mr. Steenland
concluded.

                        Operating Results

Operating revenues in the second quarter increased by 11.3% versus
the second quarter of 2004 to $3.2 billion.  Passenger revenue per
available seat mile increased by 3.1% on 4.4% more available seat
miles (ASMs).

Operating expenses in the quarter, excluding unusual items,
increased 18% versus a year ago to $3.33 billion.  Unit costs,
excluding fuel and unusual items, were 1.1 % higher.  Fuel prices
averaged 164.2 cents per gallon, excluding taxes, up 52.2% versus
the second quarter of 2004.

Neal Cohen, executive vice president and chief financial officer,
said, "Losses of this magnitude are not sustainable.  During the
first six months of 2005, Northwest has been averaging losses of
$4 million per day.  The company needs to reduce costs and achieve
positive results by, in particular, addressing labor expenses and
pension funding."

"In addition, the company continues to review market conditions to
better match supply with demand.  Northwest now anticipates
reducing its mainline system capacity by three to four percent in
the fourth quarter."

Mr. Cohen continued, "With no reduction in near-term fuel prices
expected, it is imperative that we act quickly."

                        Mediation Talks

The National Mediation Board released Northwest on July 20 from
mediated talks with The Aircraft Mechanics Fraternal Association
(AMFA) union.

Under terms of the federal Railway Labor Act, a thirty-day
"cooling off" period has begun.  The company is hopeful that both
parties will reach a new agreement in advance of an Aug. 20
deadline.

While Northwest wants to reach an expedited consensual agreement
with AMFA, whatever the outcome of negotiations, Northwest
customers should continue to depend on Northwest to meet their
travel needs.  If no agreement is reached, the airline has
developed comprehensive contingency plans, including expanded
vendor relationships and the augmentation of airline staff, to
ensure that Northwest continues to operate its full schedule.

Northwest remains in federal mediation with The International
Association of Machinists and Aerospace Workers (IAM) and The
Professional Flight Attendants Association (PFAA).  In addition,
it is continuing contract negotiations with representatives of its
other unions.

A key business development issue is the airline's request for
antitrust immunity with other SkyTeam members.  Northwest believes
that approval of the request, currently before the U.S. Department
of Transportation, involving Air France, Alitalia, CSA Czech
Airlines, Delta Air Lines, KLM Royal Dutch Airlines and Northwest
Airlines is necessary to both preserve and expand the benefits
that the alliance offers consumers, communities and the carriers
involved.

Northwest believes that to preserve fully the efficiencies and
consumer benefits of the existing airlines alliances, it is
necessary to bridge the immunities held by Northwest/KLM and
SkyTeam.  Linking the Northwest/KLM and SkyTeam alliance networks
will generate substantial benefits including:

   -- new and expanded trans-Atlantic nonstop service;

   -- new online connecting service in almost 9,000 markets not
      currently served by either of the alliances;

   -- increased pathway options benefiting 16,280 city pairs that
      account for almost 80 percent of trans-Atlantic travel; and

   -- greater discount opportunities by allowing passengers to
      choose from numerous itineraries, among other benefits.

During the second quarter, Northwest Airlines paid more than
$296 million in fees and non-income related taxes, representing an
overall tax burden not faced by other industries.

Northwest Airlines Corp. is the world's fifth largest airline with
hubs in Detroit, Minneapolis/St. Paul, Memphis, Tokyo and
Amsterdam, and approximately 1,600 daily departures.  Northwest is
a member of SkyTeam, an airline alliance that offers customers one
of the world's most extensive global networks.  Northwest and its
travel partners serve more than 900 cities in excess of 160
countries on six continents.

At June 30, 2005, Northwest Airlines' balance sheet showed a
$3,752,000,000 stockholders' deficit, compared to a $3,087,000,000
deficit at Dec. 31, 2004.

                         *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
Moody's Investors Service downgraded the debt ratings of Northwest
Airlines Corporation and its primary operating subsidiary,
Northwest Airlines, Inc.  The Corporate Family Rating (previously
called the Senior Implied rating) was lowered to Caa1 from B2, and
the Senior Unsecured rating was downgraded to Caa3 from Caa1.
Ratings assigned to Enhanced Equipment Trust Certificates were
downgraded.

In addition, the company's Speculative Grade Liquidity Rating was
downgraded to SGL-3 from SGL-2.  The rating actions complete a
review of Northwest's ratings initiated April 8, 2005.  Moody's
said the outlook is negative.


NORTHWEST AIRLINES: S&P Bulletin Notes Increasing Bankruptcy Risk
-----------------------------------------------------------------
Northwest Airlines Corp. (CCC+/Developing/C) reported a second-
quarter net loss of $225 million ($279 million loss before various
unusual gains and losses) and described its contingency plans for
a potential strike by mechanics.  Standard & Poor's Ratings
Services' ratings and outlook on the company are not affected.

The loss is worse than the results in the like quarter in 2004,
and worse than the results of several peer large U.S. hub-and-
spoke airlines. Unrestricted cash of $2.14 billion at June 30,
2005, is expected to decline through the rest of the year due to
high fuel prices, seasonal revenue patterns, and upcoming
fixed obligations, including about $200 million of debt
maturities.

Northwest and its mechanics' union are in a 30-day "cooling off
period" that expires midnight Aug. 19, with mediated negotiations
now scheduled to resume Aug. 2.  Airlines and their unions have
often reached new labor contracts at the last moment, as the 30-
day period expires or shortly thereafter, so a strike is by no
means inevitable. The company said that, if there is a strike on
Aug. 20 or later, it nonetheless expects to fly a full schedule.
Due to accelerated maintenance work earlier in the year, there is
minimal heavy maintenance scheduled over the August to November
period.  A combination of outsourcing (already used extensively
for engine repairs) and replacement mechanics would be used to
handle requirements in the event of a strike. It is more feasible
for an airline to fly through a mechanics' strike than one
involving pilots or flight attendants, due mostly to the
availability of outsourced maintenance capacity. Still, there
would be added contingency costs and revenue loss if a strike does
in fact occur.  Accordingly, Standard & Poor's would likely place
its ratings on Northwest on CreditWatch with negative implications
in that event.

Northwest stated that a bankruptcy filing is possible if it does
not secure cost-saving labor contracts and existing minimum
pension funding requirements are not revised through new
legislation.  The company said that legislation recently proposed
in the Senate, which includes a 14-year period over which a
pension deficit can be paid down in cases where existing defined
benefit plans have been "frozen," would be workable for Northwest.
Absent any legislative change, Northwest has said that it would
face about $800 million of minimum funding requirements in 2006,
an onerous amount that it probably could not pay.

Philip Baggaley is the Primary S&P Credit Analyst who monitors
Northwest Airlines and other carriers.  Mr. Baggaley is based in
New York and can be reached at 212-438-7683.


OFFSHORE LOGISTICS: Wants Until Nov. 15 to File Financial Reports
-----------------------------------------------------------------
Offshore Logistics, Inc. (NYSE: OLG) is soliciting consents from
all holders of its outstanding 6-1/8% Senior Notes due 2013 to:

   -- extend until Nov. 15, 2005 (or, at the election of the
      Company and upon the payment of an additional fee, until
      Jan. 15, 2006) the period in which the Company must file and
      deliver its financial reports and related documents; and

   -- waive certain past defaults under the indenture relating to
      the Company's failure to timely file and deliver its Form
      10-K for the fiscal year ended March 31, 2005.

On June 16, 2005, the Company received notice from the trustee
that it is in breach of the financial reporting covenants
contained in the indenture, and stating that, unless the
deficiency is remedied within 60 days, an event of default would
occur under the indenture.

Consents are being solicited from holders of record at 5:00 p.m.
(EST) on July 25, 2005, and the consent solicitation is scheduled
to expire at 5:00 p.m. (EST) on Aug. 8, 2005, unless extended.
Holders of Notes as of the record date who deliver their consent
on or prior to 5:00 p.m. (EST) on Aug. 8, 2005, unless extended,
will be eligible to receive a consent payment of $2.50 per $1,000
principal amount of Notes validly consented.  In addition, if the
Company does not comply with the financial reporting covenants and
related compliance certificate and statement covenants on or
before November 15, 2005, the Company may elect to pay on or
before the third business day following such date to each
consenting holder an additional fee of $2.50 per $1,000 principal
amount of Notes validly consented.  If the Company elects to pay
such fee, it would have until Jan. 15, 2006, to comply with the
financial reporting covenants and related compliance certificate
and statement covenants in the indenture.

The consent solicitation is conditioned upon the satisfaction of
certain conditions, including the consent of the holders of at
least a majority in principal amount of the outstanding Notes and
the execution of a supplemental indenture.  A more comprehensive
description of the consent solicitation and its terms and
conditions can be found in the Consent Solicitation Statement
dated July 26, 2005.

The Company has retained Goldman, Sachs & Co. to serve as the
Solicitation Agent and Global Bondholder Services Corporation to
serve as Information Agent for the consent solicitation.  Requests
for documents may be directed to Global Bondholder Services
Corporation by telephone at (866) 873-7700 (toll-free) or (212)
430-3774 or in writing at 65 Broadway, Suite 704, New York, NY
10006, Attention: Corporate Actions.  Questions regarding the
solicitation of consents may be directed to Goldman, Sachs & Co.,
at (800) 828-3182 (toll free) or (212) 357-7867 (collect),
Attention: Credit Liability Management Group.

Offshore Logistics, Inc., is a major provider of helicopter
transportation services to the oil and gas industry worldwide.
Through its subsidiaries, affiliates and joint ventures, the
Company provides transportation services in most oil and gas
producing regions including the United States Gulf of Mexico and
Alaska, the North Sea, Africa, Mexico, South America, Australia,
Russia, Egypt and the Far East.  The Company's Common Stock is
traded on the New York Stock Exchange under the symbol OLG.

                         *     *     *

As reported in the Troubled Company Reporter on June 21, 2005,
Moody's placed the ratings for Offshore Logistics, Inc., under
review for possible downgrade following the company's inability to
file its March 31, 2005, Form 10-K by the June 15, 2005,
requirement and as a result it's in violation of the financial
reporting covenant under the senior notes indenture.  Though the
underlying business appears to be largely unaffected by this
event, the filing delay is the result of the company's previously
disclosed Board of Directors' and SEC investigation into payments
made in a foreign country.  The Audit Committee of the Board of
Directors has retained outside counsel to fully investigate this
matter as well as to expand the investigation to other foreign
offices of OLG.

The initial impact to the company has been the termination of the
former president of its Air Logistics affiliate and the
resignation of the CFO, both of whom have been replaced.  While
the company has previously disclosed it findings thus far had not
had a material impact on reported financial statements, the
investigation is still ongoing, and therefore prevents the company
from filing its 10-K.


OLENTANGY COMMERCE: Asks Court to Dismiss Chapter 11 Case
---------------------------------------------------------
Michael Bornstein, Esq., at Ricketts Co., LPA, bankruptcy counsel
for Olentangy Commerce Center Limited Partnership, asks the U.S.
Bankruptcy Court for the Southern District of Ohio to Dismiss the
Debtor's chapter 11 case pursuant to Section 1112 of the
Bankruptcy Code.

Mr. Bornstein tells the Court that the Debtor has no prospects for
a successful reorganization since Connecticut General Life
Insurance Company, its primary creditor, has indicated that it
would not vote for any plan of reorganization proposed by the
Debtor.

Mr. Bornstein adds that reorganization is unlikely because the
Debtor has agreed to grant Connecticut relief from the automatic
stay afforded by its chapter 11 filing.  Connecticut General holds
a mortgage and first priority lien on the Debtor's 500,000 square
foot warehouse/office complex in Grandview, Ohio.

The Honorable Donald E. Calhoun will convene a hearing to discuss
the Debtor's dismissal request at 2:30 p.m. on August 25, 2005.

Headquartered in Grandview Heights, Ohio, Olentangy Commerce
Center Limited Partnership owns a warehouse and office site in
Grandview Heights.  The Debtor filed for bankruptcy protection
(Bankr. S.D. Ohio Case No. 05-59249) on May 27, 2005 after
defaulting on a $11.5 million mortgage held by Connecticut General
Life Insurance Co., a major subsidiary of Cigna Corp. Richard T.
Ricketts, Esq., and Michael Bornstein, Esq., at Ricketts Co., LPA
represents the Debtor in its chapter 11 proceedings.  When the
Debtor filed for protection from its creditors, it listed $10 to
$50 million in assets and $10 to $50 million in debts.


OWENS CORNING: Wants to Sell Ohio Asphalt Facility for $2 Million
-----------------------------------------------------------------
J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, relates that Owens Corning re-assessed certain assets
utilized in its asphalt business in 2004.  As a result, Owens
Corning developed and implemented a program to improve
utilization and reduce freight costs.  The program targets
freestanding asphalt manufacturing facilities for closure in
favor of facilities co-located with Owens Corning's shingle
manufacturing facilities.

A facility located at 10100 Brower Road, in North Bend, Ohio, was
closed in 2004 and marketed for sale, Ms. Stickles relates.  It
is comprised of 53 acres of land and an asphalt manufacturing
plant.  Much of the acreage at the North Bend Facility is steeply
sloped.  About 6 acres are on level ground.  The 6-acre parcel is
adjacent to the Ohio River and contains, among other things, a
shallow-water dock used for the loading and unloading of barges.

According to Ms. Stickles, Owens Corning identified and solicited
potential purchasers for its interest in the North Bend Facility,
including competitors, suppliers and refiners.  All potential
purchasers were informed of Owens Corning's status as a debtor-
in-possession and that no single party would have exclusivity
over negotiations.

Four companies, including Valley Asphalt Corporation, executed
confidentiality agreements.  After Valley Asphalt conducted due
diligence, it entered into negotiations with Owens Corning and
executed an Asset Purchase Agreement dated as of July 19, 2005.

The principal terms of the Agreement are:

    a. The purchase price is $2,050,000, in cash, to be paid at
       Closing by wire transfer or other immediately available
       funds; provided however, in the event Owens Corning fails
       to assign specified air, railroad, and Army Corps of
       Engineers permits at Closing, the purchase price will be
       reduced to $1,850,000;

    b. Valley Asphalt will acquire the North Bend Facility as well
       as personal property which includes pipelines, storage
       tanks, the barge dock, machinery and related equipment and
       furnishings.  The personal property will be conveyed on
       "as-is" without any warranties or representations;

    c. The Agreement contains certain representations by Owens
       Corning concerning various issues, including litigation
       matters, real property issues and environmental matters.
       The representations and warranties are to be in effect for
       one year subsequent to Closing, although Owens Corning is
       also obligated for Environmental Claims for three years
       after Closing.

       Owens Corning's maximum aggregate indemnification
       obligations to Valley Asphalt on account of a breach of its
       representations and for Environmental Claims is not to
       exceed $750,000; and

    d. Closing Date is five days after the Court approves the
       sale.

Ms. Stickles notes that the Treasurer of Hamilton County, Ohio,
has asserted Claim Nos. 2534, 2535, 2536, 2537 and 12230, for
$20,713 on account of allegedly unpaid prepetition taxes owed
with respect to the Debtors' real and personal property subject
to the Taxing Authority's jurisdiction.  The Treasurer also
asserted that its claims are secured by liens against the North
Bend Facility or are entitled to "priority" treatment.

The Debtors are in the process of reconciling the asserted claims
against their books and records to determine the amount of
property taxes owing, Ms. Stickles tells the Court.

Thus, the Debtors ask Judge Fitzgerald to:

    1. approve the Asset Purchase Agreement and permit them to
       sell the North Bend Facility to Valley Asphalt; and

    2. authorize them to pay the property taxes at Closing out of
       the proceeds of the sale of the facility.

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. 112;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PROJECT GROUP: Court Approves Interim DIP Financing Plan
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas gave
The Project Group, Inc. (OTC-PK:PJTG) permission to access, on an
interim, a debtor-in-possession financing provided by Corporate
Strategies, Inc.  The financing plan will provide the working
capital required to maintain the operations of the Company.  The
Court also established the current management as the debtors in
possession with responsibility to execute the business plan.

"This interim financing provides funds to keep our employees and
key suppliers engaged in providing the services we are known for,
enterprise project management (EPM) and collaboration solutions.
We are in contact with all of our clients and continue to provide
the services called for in existing contracts.  Our marketing team
expects to announce new client assignments in the next few weeks,
and we have won and started a contract with a major engineering
and construction company based in New Orleans in the past week,"
said Craig Crawford, CEO and President.

Corporate Strategies, Inc., is a merchant bank comprised of
seasoned executives with extensive experience in merchant banking,
including business development and strategy, public and private
company corporate finance, capital markets research, human
resources, due diligence and transaction negotiation and
execution, and can be reached at:

          Corporate Strategies, Inc.
          109 North Post Oak Lane, Suite 422
          Houston, Texas 77024

Headquartered in Houston, Texas, The Project Group is a Microsoft
Gold Certified Partner in Business Intelligence and Information
Worker Solutions, specializing in project management and
collaboration that provides enterprise-level business solutions to
Oil & Gas, Financial Services, Retail, Hospitality and
Pharmaceutical industries.  The Project Group provides project
management, collaboration, and Sarbanes-Oxley focused consulting
services to many Fortune 1000 organizations, including
Halliburton, Microsoft and several of the largest Oil and Gas
Companies in the world.  The Company filed for chapter 11
protection on July 15, 2005 (Bankr. S.D. Tex. Case No. 05-40979).
J. Craig Cowgill, Esq., at Cowgill & Holmes PLLC, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $583,039 in total assets
and $861,954 in total debts.


REMOTE DYNAMICS: Asks Court to Formally Close Chapter 11 Cases
--------------------------------------------------------------
Remote Dynamics, Inc., fka Minorplanet Systems USA, Inc., and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Northern
District of Texas, Dallas Division, to enter a final decree
closing their chapter 11 cases.

The Court confirmed the Debtors' Third Amended Joint Plan of
Reorganization on June 17, 2004.  Omar J. Alaniz, Esq., at Neligan
Tarpley Andrews & Foley LLP in Dallas, Texas, tells the Court that
the Plan has been substantially consummated.

As provided in the Plan, the Debtors have:

   -- transferred  all property;

   -- assumed the business or their successor for the management
      of property;

   -- paid claimants whose claims have been allowed;

   -- paid the Clerk of Court for noticing and claims processing
      charges; and

   -- paid all fees and compensation.

The Debtors have also paid the U.S. Trustee's fees.

Based in Richardson, Texas, Minorplanet Systems USA, Inc., nka
Remote Dynamics, Inc. -- http://www.minorplanetusa.com/--  
develops and implements mobile communications solutions for
service vehicle fleets, long-haul truck fleets and other mobile-
asset fleets, including integrated voice, data and position
location services.  Minorplanet, along with two affiliates, filed
for chapter 11 protection (Bankr. N.D. Texas, Case No. 04-31200)
on February 2, 2004.  Omar J. Alaniz, Esq., and Patrick J.
Neligan, Jr., Esq., at Neligan Tarpley Andrews and Foley LLP,
represent the Debtors in their restructuring efforts.  When
Minorplanet filed for bankruptcy, it estimated assets and debts at
$10 million to $50 million.  The Court confirmed the Debtors'
Third Amended Joint Plan of Reorganization on June 17, 2004.


RESIDENTIAL ASSET: S&P Junks Two Series 2002-RS2 Cert. Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
M-I-3 and M-II-3 from RAMP Series 2002-RS2 Trust to 'CCC' from
'B'.  Concurrently, ratings are affirmed on the remaining classes
from the same transaction.  RAMP is the issuer name for
Residential Asset Mortgage Products Inc., an affiliate of
Residential Funding Corp.

Class M-I-3 is backed by the fixed-rate loan group from RAMP 2002-
RS2, while class M-II-3 is backed by the adjustable-rate loan
group.  Credit support for both subordinate classes is provided by
excess interest and overcollateralization, and the remaining
classes receive further enhancement from subordination from their
respective loan groups.

The lowered ratings on the M-I-3 and M-II-3 classes reflect a
continuous decrease in credit support due to adverse collateral
pool performance.  Cumulative realized losses to date for the
fixed-rate loan group total $5,872,200, and $1,806,088 (30.76%)
was incurred during the most recent 12 months.  For the
adjustable-rate loan group, cumulative losses total $3,173,721,
and $1,398,350 (44.06%) was incurred during the past 12 months.
The continued erosion of credit support has reduced
overcollateralization to $90,061 for the fixed-rate group and
$125,446 for the adjustable-rate group.

As of the July 2005 distribution date, cumulative realized losses
as a percentage of the original pool balance for the fixed- and
adjustable-rate loan groups were 1.52% ($5,872,200) and 4.08%
($3,173,721), respectively.  Correspondingly, 16.21% and 15.87% of
the pool balances, respectively, remain for the fixed- and
adjustable-rate loan groups.  In addition, serious delinquencies
(90-plus-days, foreclosure, and REO) were 11.29% for the fixed-
rate group and 41.67% for the adjustable-rate group.  Due to the
collateral performance and serious delinquencies, both loan groups
have been unable to benefit from the cross-collateralization of
excess interest to cover monthly losses.

Despite the delinquency status of the transaction and its uneven
performance, the affirmed ratings on the remaining classes reflect
adequate actual and projected credit support provided by
subordination and, to a lesser extent, excess interest and
overcollateralization.  Standard & Poor's will continue to monitor
the transaction.

The collateral for this transaction consists of "outside the
guidelines" fixed- or adjustable-rate, first- or second-lien loans
secured primarily by one- to four-family residential properties.


                           Ratings Lowered

                       RAMP Series 2002-RS2 Trust
          Mortgage asset-backed pass-thru certs series 2002-RS2

                                    Rating
                                    ------
                        Class   To          From
                        -----   --          ----
                        M-I-3   CCC         B
                        M-II-3  CCC         B

                           Ratings Affirmed

                       RAMP Series 2002-RS2 Trust
          Mortgage asset-backed pass-thru certs series 2002-RS2

                       Class               Rating
                       -----               ------
                       A-I-4               AAA
                       A-I-5               AAA
                       A-II                AAA
                       M-I-1, M-II-1       AA
                       M-I-2, M-II-2       A


ROGERS COMMS: Earns $19.2 Million of Net Income in Second Quarter
-----------------------------------------------------------------
Rogers Communications Inc. disclosed its consolidated financial
and operating results for the second quarter and six months ended
June 30, 2005.

Financial highlights (in thousands of dollars, except per share
amounts) are:

                                        ------------------------------------
-
    Three Months Ended June 30,             2005         2004       % Change
    ------------------------------------------------------------------------
-
    Operating revenue                    1,732,511    1,343,495         29.0
    Operating profit(1)                    565,454      445,787         26.9
    Net income (loss)                       19,194       (7,959)           -
    Earnings (loss) per share - basic         0.07        (0.03)           -
    ------------------------------------------------------------------------
-


                                        ------------------------------------
-
    Six Months Ended June 30,               2005         2004       % Change
    ------------------------------------------------------------------------
-
    Operating revenue                    3,314,926    2,608,244         27.1
    Operating profit(1)                  1,040,678      827,646         25.7
    Net income (loss)                      (26,832)     (86,142)        68.9
    Loss per share - basic                   (0.10)       (0.37)        73.0
    ------------------------------------------------------------------------
-
    (1) Operating profit should not be considered as a substitute or
        alternative for operating income or net income, in each case
        determined in accordance with generally accepted accounting
        principles ("GAAP"). See the "Reconciliation of Operating Profit to
        Net Income (Loss) for the Period" section for a reconciliation of
        operating profit to operating income and net income (loss) under
GAAP
        and the "Key Performance Indicators and Non-GAAP Measures -
Operating
        Profit" section.

Highlights of the second quarter of 2005 include:

   -- Operating revenue increased 29.0% for the quarter, with all
      three operating companies contributing to the year-over-year
      growth, including 47.0% growth at Wireless, 5.3% growth at
      Cable and 27.1% growth at Media.

   -- Consolidated quarterly operating profit grew 26.9% year-
      over-year, with 47.6% growth at Wireless and 13.9% growth at
      Media, offset by a 1.0% decline at Cable.

   -- Wireless ended the quarter with a total of 5,707,700 retail
      wireless voice and data subscribers, reflecting postpaid net
      additions in the quarter of 116,500, compared to 88,300 in
      the second quarter of 2004, and prepaid subscriber net
      additions in the quarter of 8,000, compared to a net loss of
      5,700 in the second quarter of 2004.

   -- The integration of Fido (formerly Microcell) continued to
      progress as planned during the quarter with significant
      progress integrating the two GSM networks and the successful
      conversion of the Fido prepaid customer base to the Rogers
      Wireless prepaid billing platform.  Over 80% of the Fido
      cell sites have now been integrated with successful network
      combinations completed in 23 of the top 25 Canadian cities.

   -- On a pro forma basis, assuming the acquisition of Fido
      occurred on January 1, 2003, quarterly operating revenue
      increased by 15.4% on a consolidated basis and by 18.4% at
      Wireless; quarterly operating profit increased by 22.1% on a
      consolidated basis and by 38.5% at Wireless; quarterly PP&E
      expenditures increased by 13.8% on a consolidated basis and
      decreased by 9.4% at Wireless; Wireless added 116,500 net
      postpaid voice and data subscribers for the quarter compared
      to 134,200 in the second quarter of 2004; and Wireless added
      8,000 net prepaid voice subscribers for the quarter compared
      to a net loss of 35,000 in the second quarter of 2004.

   -- Wireless continued to introduce leading-edge mobility
      solutions in the quarter launching powerful productivity
      tools and unique mobile entertainment for handsets including
      its MyMail two-way push e-mail, calendar and contacts
      service and its new mobile music service which allows the
      purchase and download of full digital songs to wireless
      phones and PCs.

   -- Cable increased its number of revenue generating units by
      79,200 in the quarter, driven by growth of 33,400 Internet
      subscribers and 56,900 digital cable subscribers
      (households), partially offset by the loss of 11,100 basic
      cable subscribers.

   -- Cable celebrated the tenth anniversary of its introduction
      of high-speed Internet cable modem service by ending the
      quarter with over one million subscribers representing the
      second highest level of penetration in the industry.

   -- Media's operating profit increased 13.9% from the same
      quarter in 2004 on solid revenue growth at Radio, OMNI TV
      and The Shopping Channel combined with continued programming
      and production cost savings at Sportsnet associated with the
      NHL player lockout and continued operating cost savings at
      Publishing.  In the quarter, Media's acquisition of
      Vancouver based NOWTV was completed following approval by
      the CRTC in a decision which also provided for
      retransmission into the Victoria market and the launch of a
      new Winnipeg television station.

   -- Several changes to our operating management structure were
      announced during the quarter that were designed to
      facilitate continued strong and profitable growth while
      further sharpening our integrated approach to many of our
      markets, channels and functions.  Nadir Mohamed has assumed
      the role of President and Chief Operating Officer of the
      Communications Division of Rogers, which includes Wireless
      and Cable, and also became a member of the Board of
      Directors of RCI.  Under Nadir Mohamed's leadership, Edward
      Rogers continues as President of Rogers Cable, while Robert
      Bruce was appointed President of Rogers Wireless.

   -- On June 30, 2005, we issued a notice of redemption for all
      of our 5.75% convertible debentures due November 26, 2005 at
      a redemption price per US$1,000 face amount of US$992.28 for
      an aggregate redemption amount of approximately $223 million
      and a redemption date of August 2, 2005.  An aggregate of
      approximately 7.7 million RCI Class B Non-Voting shares
      could be issued if all debenture holders were to exercise
      their right to convert.

   -- The Company declared a semi-annual dividend of $0.05 per
      share on each outstanding RCI Class B Non-Voting share and
      RCI Class A Voting share, which was paid on July 4, 2005 to
      shareholders of record on June 15, 2005.

   -- The Company significantly expanded its telephony offerings
      on July 1, 2005, with the successful completion of the
      acquisition of Call-Net Enterprises Inc. and the
      introduction of voice-over-cable local telephony services in
      the Greater Toronto Area.

   -- Also on July 1, 2005, Canada's national wireless carriers
      introduced inter-carrier multimedia message services to
      wireless phone customers across the country.  MMS greatly
      enhances traditional text messaging by allowing users to
      include photos, video clips, graphics, and audio clips and
      send them to other MMS-capable phones or to any e-mail
      address in the world.

"The successful introduction of Rogers' voice-over-cable local
telephony services and the completion of the Call-Net acquisition,
combined with our 20 years of wireless telephony experience, means
Rogers now provides telephone service to over six million
Canadians from coast to coast," said Ted Rogers, President and CEO
of Rogers Communications Inc. "As Canada's leading wireless
carrier and the country's largest cable provider, we are
positioned better than any other company in North America to
capture the opportunities that lie ahead from the accelerating
convergence of broadband and wireless technologies, while our
media businesses generate excellent returns and serve as a potent
force in supporting our growing array of communications services."

Rogers Communications, Inc., (TSX: RCI; NYSE: RG) is a diversified
Canadian communications and media company engaged in three primary
lines of business.  Rogers Wireless is Canada's largest wireless
voice and data communications services provider and the country's
only carrier operating on the world standard GSM/GPRS technology
platform; Rogers Cable is Canada's largest cable television
provider offering cable television, high-speed Internet access and
video retailing; and Rogers Media is Canada's premier collection
of category leading media assets with businesses in radio,
television broadcasting, televised shopping, publishing and sport
entertainment.

                        *     *     *

As reported in the Troubled Company Reporter on June 14, 2005,
Fitch Ratings has initiated coverage of Call-Net Enterprises Inc.
and assigned a 'B-' rating to its senior secured notes.  Fitch
also places the ratings of Call-Net on Rating Watch Positive due
to the CDN$330 million all-stock acquisition of Call-Net by Rogers
Communications Inc. (rated 'BB-' by Fitch).  Approximately
US$223 million of debt securities are affected by these actions.

As reported in the Troubled Company Reporter on May 31, 2005,
Standard & Poor's Rating Services affirmed its 'BB' long-term
corporate credit ratings and 'B-2' short-term credit ratings on
Rogers Communications Inc., Rogers Wireless Inc., and Rogers Cable
Inc.  S&P said the outlook is stable.


SALTON SEA: S&P Holds BB+ Rating on Senior Unsecured Bonds
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' rating on
Salton Sea Funding Corp.'s senior secured bonds series C, E, and F
($298 million outstanding as of March. 31, 2005) and revised the
outlook to positive from stable.  The outlook revision reflects
current trends in energy prices, and S&P's belief that contract
energy prices well above breakeven are likely in 2008 and 2009.
Because break-even prices decline substantially for Salton Sea
after 2009, energy price certainty through that period would
result in an upgrade.

"The positive outlook reflects our expectation of continued stable
operations and reasonably low break-even prices during the
critical period of 2008 and 2009," said Standard & Poor's credit
analyst Scott Taylor.  "Given current trends in SCE's short-run
avoided costs, Standard & Poor's believes that contract energy
prices well above breakeven are likely in 2008 and 2009," he
continued.  Because break-even prices decline substantially for
Salton Sea after 2009, energy prices' certainty through that
period would result in an upgrade.  Increases in operating
expenses or deteriorating operational performance could lead to a
stable outlook or downgrade.


SECOND CHANCE: Armor Holdings Wins 363 Sale Auction with $45 Mil.
-----------------------------------------------------------------
Armor Holdings, Inc. (NYSE: AH) was the successful bidder at an
auction to acquire substantially all of the assets of Second
Chance Body Armor, Inc., a manufacturer of body armor serving the
law enforcement and military markets.  The total purchase price is
$45 million in cash and includes the assumption of certain
liabilities.  The transaction, which the Company expects to be
meaningfully accretive in 2006, is subject to final approval by
the United States Bankruptcy Court for the Western District of
Michigan and is expected to close on Friday, July 29, 2005.

                        DIP Financing

As reported in the Troubled Company Reporter on July 14, 2005, the
Debtor asked the Court to extend and modify its debtor-in-
possession financing agreement with Comerica Bank.  The DIP
financing will help Second Chance market and sell its assets, free
and clear of all liens, pursuant to Section 363 of the U.S.
Bankruptcy Code.

The modification to the additional financing allows the Debtor to
consummate a sale of its assets by July 29, 2005.  Under the
agreement, Comerica will provide postpetition advances to the
Debtor under a postpetition note to pay budgeted expenses from
May 14, 2005, through July 29, 2005.

Armor Holdings, Inc. (NYSE: AH) -- http://www.armorholdings.com/
-- is a diversified manufacturer of branded products for the
military, law enforcement, and personnel safety markets.

Based in Central Lake, Michigan, Second Chance Body Armor, Inc.
-- http://www.secondchance.com/-- manufactures wearable and soft
concealable body armor.  The Company filed for chapter 11
protection on Oct. 17, 2004 (Bankr. W.D. Mich. Case No. 04-12515)
after recalling more than 130,000 vests made wholly of Zylon, but
it did not recall vests made of Zylon blended with other
protective fibers.  Stephen B. Grow, Esq., at Warner Norcross &
Judd, LLP, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets and liabilities of $10 million to $50 million.
Daniel F. Gosch, Esq., at Dickinson Wright PLLC, represents the
Official Committee of Unsecured Creditors.


STERLING FINANCIAL: Earns $9.6 Million of Net Income in 2nd Qtr.
----------------------------------------------------------------
Sterling Financial Corporation (Nasdaq: STSA) reported earnings of
$16.0 million for the second quarter of 2005.  This represented a
19 percent increase over earnings of $13.5 million for the prior
year's comparable quarter.  Earnings for the six months ended
June 30, 2005 were $31.9 million, compared with $25.5 million for
the same period in 2004, reflecting a 25 percent increase year-
over-year.  The increase reflects growth in net interest income
and income from mortgage banking operations.

The Company reported $9,684,000 of net income for the three months
ended June 30, 2005, compared to $8,216,000 of net income for the
same period last year.

"Throughout the second quarter, in anticipation of the Bank's
charter conversion, Sterling took advantage of market conditions
to change the mix of our assets to be more like that of a
commercial bank," Harold B. Gilkey, Sterling's chairman and chief
executive officer, said.  "Sterling repositioned its portfolio, in
part, by reducing the number of low yielding adjustable rate
mortgage loans.  Lending opportunities in the Pacific Northwest
region remain strong and our increasing pipeline of loan
applications reflects the improving economies throughout our four-
state footprint, including our newest branch, located in Boise,
Idaho.  Second quarter loan origination growth, as demonstrated by
a 10 percent growth in production from last quarter, remains on
track with our plan to exceed a record $4 billion in loan
originations for the year.  Sterling's branch expansion, our
increased loan production and our current lending pipeline provide
confidence for our continued growth in the second half of 2005."

Mr. Gilkey went on to further comment, "Sterling's second quarter
reflects the strength of this organization and our ability to
evolve and change as market conditions dictate.  The recent
charter change marks a milestone in the evolution of Sterling
Savings Bank.  While the thrift charter has served the bank well
for several decades, it limited our bankers' ability to expand
corporate and business banking relationships.  The bank charter
provides the opportunity for Sterling Savings Bank to expand these
relationships.  These new opportunities and capabilities, combined
with the current pipeline of pending loans in construction and
industrial lending provides confidence for continued strength and
growth as we enter the second half of the year."

                  Second Quarter 2005 Highlights

   -- Deposits increased to $4.20 billion, up $599.6 million, or
      17 percent, year-over-year.

   -- Sterling disclosed its application to convert Sterling
      Savings Bank to a Washington state-chartered commercial
      bank. (Conversion became effective July 8, 2005.)

   -- Return on average tangible equity was 18.5 percent for the
      quarter ended June 30, 2005.

   -- Return on average equity was 13.4 percent for the quarter
      ended June 30, 2005.

   -- Return on average assets was 0.92 percent for the quarter
      ended June 30, 2005.

   -- Tangible shareholders' equity to tangible assets was 5.63
      percent at June 30, 2005.

   -- Equity to assets was 7.47 percent at June 30, 2005.

   -- Loan production for the quarter was $908.1 million, up 15
      percent over the June 2004 quarter.

   -- Construction lending nearly doubled over the prior year to
      $424.5 million for the quarter ended June 30, 2005.

   -- In July 2005, Sandler O' Neill & Partners, LP named Sterling
      to its 2005 Bank & Thrift SM-All Stars Class of 2005.

                     Operating Results

Net Interest Income

Sterling reported record net interest income of $53.8 million for
the three months ended June 30, 2005, a 10 percent increase over
the $48.7 million reported for the same period in the prior year.
Net interest income for the six months ended June 30, 2005 was a
record $106.6 million, which compares to $94.4 million for the
first six months of last year. Both the three and the six-month
increases were primarily influenced by growth in the volume of
loans outstanding, particularly in construction, business and
corporate lending.

The net interest margin of 3.26 percent for the second quarter of
2005 represented a four basis point increase from the March 31,
2005 quarter. Net interest margin increased for the quarter due to
a faster rise in the yield on the loan portfolio than the increase
in the cost of funds. Net interest margin for the six months ended
June 30, 2005 was 3.24 percent, which represented a 12 basis point
decrease from 3.36 percent for the comparable 2004 period,
reflecting a greater increase in the cost of deposits versus the
yield on loans, and a decrease in income as the Federal Home Loan
Bank Seattle suspended its payment of dividends.

Non-Interest Income

Total non-interest income was $15.4 million for the three-month
period ended June 30, 2005, compared to $11.8 million for the same
period one year ago. Total non-interest income was $30.0 million
for the six months ended June 30, 2005, compared to $24.7 million
for the same period one year ago. These increases were primarily
due to an increase in income from mortgage banking operations.

Fees and service charge income increased by 11 percent to $8.2
million for the quarter, up from $7.4 million for the first
quarter of 2005, however, it was down from $8.4 million for the
same period one year ago. Fees and service charge income was $15.6
million and $16.7 million for the six months ended June 30, 2005
and 2004, respectively, a decrease of 7 percent. The increase from
the first quarter of 2005 was principally due to an increase in
the number of accounts. Total transaction accounts were 150,222 at
June 30, 2005, a slight increase from the same period a year ago.

Mortgage banking income increased to $6.1 million for the June 30,
2005 quarter, up from $1.8 million for the same period in 2004.
Sterling sold nearly $403 million in mortgage loans during the
quarter, compared to just over $57 million during the June 2004
quarter. A portion of the increase reflects that Sterling took
advantage of market demand by selling an increased volume of
lower-yielding thrift products with adjustable rates and extended
reset periods. Loan brokerage activities of $1.3 million also
contributed to income from mortgage banking operations.

Non-Interest Expenses

Total non-interest expenses were $41.6 million, or 2.39 percent of
average assets, for the three months ended June 30, 2005, compared
with $37.1 million, or 2.38 percent of average assets, for the
three months ended June 30, 2004. Non-interest expenses were $81.2
million and $74.8 million, respectively, for the six months ended
June 30, 2005 and 2004, an increase of 9 percent. In both the
three and six month periods, the increases represent growth in the
scale of operations, and reflect higher personnel, occupancy and
advertising expenses. Full-time equivalent employees increased
year-over-year by 155 to 1,707 at June 30, 2005.

Commenting on non-interest expenses and efficiency, Mr. Gilkey
stated, "The increase in non-interest expenses over the first half
of 2004 reflects Sterling's continued investment in community bank
lending. This increase includes expenses related to the addition
of experienced loan officers over the past few months. Looking
ahead, the backlog of demand for loans that we are seeing in the
metropolitan regions indicates that we can expect to reap the
benefits of these personnel investments and of our recent Boise,
Idaho expansion during the second half of 2005."

Performance Ratios

Return on average equity was 13.4 percent for the three months
ended June 30, 2005, compared to 12.4 percent for the same period
in 2004 and 13.5 percent for the first quarter of 2005. Return on
average assets was 0.92 percent for the three months ended June
30, 2005, compared to 0.86 percent for the same period in 2004 and
0.91 percent for the first quarter of 2005. The increase in these
ratios from the second quarter of 2004 was mainly due to the year-
over-year increase in net interest income and the increase in
mortgage banking income.

                           Lending

As of June 30, 2005, Sterling's loans receivable were
$4.18 billion, down $193.8 million from the preceding quarter, as
loan sales through mortgage banking operations offset growth
through originations.  Sterling's position as a commercial bank is
reflected in the 18.7 percent year-over-year growth in commercial
and industrial lending, following closely behind the 40.1 percent
year-over-year increase in construction lending, which remains
robust as a result of the strengthening Pacific Northwest
economies.

Sterling's total loan originations for the quarter ended June 30,
2005 were $908.1 million, compared to $786.4 million in the second
quarter of 2004, a 15 percent increase. Sterling's total loan
originations for the six months ended June 30, 2005 were $1.73
billion, compared with $1.38 billion for the first six months of
2004, a 25.7 percent increase.

                        Credit Quality

As of June 30, 2005, total nonperforming assets were
$17.8 million, or 0.26 percent of total assets. This compares
favorably with the second quarter 2004 level of $16.9 million, or
0.27 percent of total assets, but reflects a slight decrease from
$18.1 million, or 0.26 percent of total assets, at March 31, 2005.
Nonperforming assets have increased slower than the increase in
total assets year-over-year, and on a linked quarter basis
nonperforming assets remained stable.

Classified assets were $73.8 million at June 30, 2005, a slight
increase compared to $72.0 million at March 31, 2005, but a
decrease from the $80.7 million at June 30, 2004. The loan
delinquency ratio increased to 0.45 percent of total loans,
compared to 0.37 percent of total loans at March 31, 2005, and
0.43 percent of total loans at June 30, 2004. Despite the modest
increase in both measurements during the quarter, Sterling's
classified assets and delinquency ratio are still among the lowest
in Sterling's twenty-two year history.

The annualized level of net charge-offs to average loans was 0.13
percent for the second quarter of 2005, compared to 0.04 percent
at March 31, 2005 and 0.15 percent for the June 30, 2004 quarter.
The low level of net loan charge- offs reflects the improving
economy and the continued successful application of our
underwriting guidelines. As we continue to increase our focus on
commercial lending, we expect that our charge-offs may increase.

Sterling's provision for loan losses was $3.4 million for the
three months ended June 30, 2005, compared with $3.0 million for
the same period in 2004 and $3.8 million for the first quarter of
2005. At June 30, 2005, the loan loss allowance totaled $54.6
million and was 1.29 percent of total loans. This compares with an
allowance of $45.3 million, and 1.20 percent of total loans at
June 30, 2004 and $52.7 million, and 1.19 percent of total loans
at March 31, 2005. The increase in the allowance ratio reflects
the change in the loan portfolio mix as the result of recent loan
sales. Sterling believes the allowance is adequate given its
analysis of the loan portfolio and its relative mix of products.

               Balance Sheet and Capital Management

At June 30, 2005, Sterling's total assets were $6.74 billion, a
decrease from the preceding quarter's total assets of
$7.01 billion, reflecting the sale of certain loans and paydowns
on mortgage-backed securities as part of Sterling's portfolio
management strategy to change the mix of its assets to be more
like that of a commercial bank.

As of June 30, 2005, Sterling's book value per share was $21.81
compared to $20.44 at March 31, 2005. This increase in book value
reflects an increase in the valuation of our investment portfolio.
Sterling Savings Bank's risk- based capital ratios continued to
exceed the "well-capitalized" requirements.

                      Goodwill Litigation

In May 1990, Sterling sued the U.S. Government with respect to the
loss of the goodwill treatment and other matters relating to
Sterling's past acquisitions of troubled thrift institutions.  In
the Goodwill Litigation, Sterling seeks damages for, among other
things, breach of contract and for deprivation of property without
just compensation.

In September 2002, the U.S. Court of Federal Claims granted
Sterling Savings Bank's motion for summary judgment as to
liability on its contract claim, holding that the U.S. Government
owed contractual obligations to Sterling with respect to the
company's acquisition of three failing regional thrifts during the
1980s and had breached its contracts with Sterling.  On March 31,
2005, a hearing was held in the U.S. Court of Federal Claims on
the U.S. Government's motion to reconsider part of the September
2002 liability judgment.  Sterling opposed the motion.  Sterling
is waiting for a decision on the motion and for a trial date to be
set to determine what amount, if any, the U.S. Government must pay
in damages for its breach. The timing and ultimate outcome of the
motion for reconsideration and the Goodwill Litigation cannot be
predicted with certainty. Because of the effort required to bring
the case to conclusion, Sterling will likely continue to incur
legal expenses as the case progresses.

                           Outlook

Commenting on the second half of 2005, Mr. Gilkey stated, "We are
very pleased to report another strong quarter of earnings, loan
production and deposit growth. Although the financial metrics and
performance ratios reflected in the second quarter are not record
setting developments, they do, however, continue to show the
strength and the momentum of this organization. As we close the
first half of 2005, management finds it prudent to revise its
earnings guidance from $2.80 to $2.90 per share to $2.80 to $2.85
per share. These revisions reflect continued uncertainty in the
Federal Reserve Board's interest rate guidance and the impact a
flattened yield curve is having on Sterling's loan portfolio.
Funding costs continue to increase in response to competitive
deposit pricing pressures brought on by higher short-term interest
rates. This revision also reflects the impact on Sterling of the
Federal Home Loan Bank Seattle's decision earlier this year to
suspend its quarterly dividend payments. Additional information on
this guidance will be provided in the company's teleconference
Tuesday, July 26, 2005."

Sterling Financial Corporation of Spokane, Washington is a bank
holding company, which owns Sterling Savings Bank.  Sterling
Savings Bank is a Washington State-chartered, federally insured
commercial bank, which opened in April 1983 as a stock savings and
loan association.  Sterling Savings Bank, based in Spokane,
Washington, has financial service centers throughout Washington,
Oregon, Idaho and Montana.  Through Sterling Saving Bank's wholly
owned subsidiaries, Action Mortgage Company and INTERVEST-Mortgage
Investment Company, it operates loan production offices in
Washington, Oregon, Idaho, Montana, Arizona and California.
Sterling Savings Bank's subsidiary Harbor Financial Services
provides non-bank investments, including mutual funds, variable
annuities and tax-deferred annuities and other investment products
through regional representatives throughout Sterling Savings
Bank's branch network.

                         *     *     *

As reported in the Troubled Company Reporter on June 22, 2005,
Fitch Ratings has revised the Rating Outlook for Sterling
Financial Corporation and Sterling Savings Bank to Positive from
Stable.

The Outlook change reflects the continued progress that STSA has
made improving both its franchise as well as its balance sheet
structure.  Through acquisitions, as well as organic growth, STSA
has created a Pacific Northwest franchise with approximately $7.0
billion in assets and 138 branches in four states.  Additionally,
the company has been transforming itself from a thrift to a more
community banking oriented entity and, highlighting this
transformation, has recently applied to change to a Washington
state-chartered commercial bank charter.

An improving level of earnings, strong asset quality, and stable
levels of capitalization are the drivers of Fitch's Outlook
revision.  The successful continuation of these trends and the
additional accumulation of capital, specifically tangible common
equity, remains an opportunity for a change in ratings.

These ratings are affirmed by Fitch:

   Sterling Financial Corporation

     -- Long-term issuer 'BB+';
     -- Short-term issuer 'B';
     -- Individual rating 'C';
     -- Support '5';
     -- Outlook to Positive.

   Sterling Savings Bank

     -- Long-term deposit 'BBB-';
     -- Short-term deposit 'F3';
     -- Long-term issuer 'BB+';
     -- Short-term issuer 'B';
     -- Individual 'C';
     -- Support '5';
     -- Outlook to Positive.


STERLING FINANCIAL: Board Approves 3-For-2 Stock Split
------------------------------------------------------
Sterling Financial Corporation's (Nasdaq: STSA) board of directors
unanimously approved a three-for-two stock split payable
Aug. 31, 2005, to shareholders of record on Aug. 17, 2005.

This 3-for-2 stock split will be effected in the form of a 50
percent stock dividend.  As a result of the split, shareholders
will receive one additional share of Sterling Financial
Corporation stock for every two shares they hold as of the record
date.  Sterling will pay cash in lieu of fractional shares.  As of
June 30, 2005, 23,085,500 shares of Sterling common stock were
outstanding.  The stock split is expected to increase the common
shares outstanding to approximately 34.7 million.

                     Quarterly Cash Dividend

Also, Sterling disclosed that its board of directors has approved
a quarterly cash dividend of $0.05 per common share.  This cash
dividend is payable to shareholders of record on September 30,
2005. The dividend will be paid on approximately Oct. 14, 2005.

Sterling's stock transactions are handled by American Stock
Transfer & Trust Company, and all communications regarding the
stock split and the cash dividend will be forwarded to
shareholders through American Stock Transfer & Trust Company.

"I am pleased with our cash position, and we believe that our
financial resources and performance enable us to begin paying
dividends while meeting our other financial requirements," Harold
Gilkey, Chairman and Chief Executive Officer, said.  "We want to
provide our shareholders with recognition for their continued
support, and we want them to participate directly in Sterling's
financial success by sharing our profits with them."

He further stated, "I am pleased that we are able to announce our
first cash dividend.  The current cash balances combined with
continued strong cash flow and the low level of leverage that
Sterling is currently maintaining allow us to pay this dividend
without jeopardizing our future growth plans.  Future cash
dividend payments will be subject to ongoing review and approval
by the board of directors on a quarterly basis."

Based on the closing price of Sterling Financial Corporation's
common stock on Monday, July 25, 2005 of $38.26 per share, the
forthcoming dividend would represent an annual yield of
approximately 0.52 percent.

Sterling Financial Corporation of Spokane, Washington is a bank
holding company, which owns Sterling Savings Bank.  Sterling
Savings Bank is a Washington State-chartered, federally insured
commercial bank, which opened in April 1983 as a stock savings and
loan association.  Sterling Savings Bank, based in Spokane,
Washington, has financial service centers throughout Washington,
Oregon, Idaho and Montana.  Through Sterling Saving Bank's wholly
owned subsidiaries, Action Mortgage Company and INTERVEST-Mortgage
Investment Company, it operates loan production offices in
Washington, Oregon, Idaho, Montana, Arizona and California.
Sterling Savings Bank's subsidiary Harbor Financial Services
provides non-bank investments, including mutual funds, variable
annuities and tax-deferred annuities and other investment products
through regional representatives throughout Sterling Savings
Bank's branch network.

                         *     *     *

As reported in the Troubled Company Reporter on June 22, 2005,
Fitch Ratings has revised the Rating Outlook for Sterling
Financial Corporation and Sterling Savings Bank to Positive from
Stable.

The Outlook change reflects the continued progress that STSA has
made improving both its franchise as well as its balance sheet
structure.  Through acquisitions, as well as organic growth, STSA
has created a Pacific Northwest franchise with approximately $7.0
billion in assets and 138 branches in four states.  Additionally,
the company has been transforming itself from a thrift to a more
community banking oriented entity and, highlighting this
transformation, has recently applied to change to a Washington
state-chartered commercial bank charter.

An improving level of earnings, strong asset quality, and stable
levels of capitalization are the drivers of Fitch's Outlook
revision.  The successful continuation of these trends and the
additional accumulation of capital, specifically tangible common
equity, remains an opportunity for a change in ratings.

These ratings are affirmed by Fitch:

   Sterling Financial Corporation

     -- Long-term issuer 'BB+';
     -- Short-term issuer 'B';
     -- Individual rating 'C';
     -- Support '5';
     -- Outlook to Positive.

   Sterling Savings Bank

     -- Long-term deposit 'BBB-';
     -- Short-term deposit 'F3';
     -- Long-term issuer 'BB+';
     -- Short-term issuer 'B';
     -- Individual 'C';
     -- Support '5';
     -- Outlook to Positive.


SUNGARD DATA: Fitch Puts B- Rating on Proposed $1.25BB Debt Offer
-----------------------------------------------------------------
Fitch Ratings has initiated coverage of SunGard Data Systems Inc.
and assigned these ratings:

    -- $4.0 billion senior secured term loans due December 2012
       'BB-';

    -- $1.0 billion revolving senior secured credit facility due
       July 2011 'BB-';

    -- $250 million senior notes due 2009 'B';

    -- $250 million senior notes due 2014 'B';

    -- Proposed $1.25 billion senior unsecured debt offering 'B-'.

The Rating Outlook is Stable.

The ratings reflect:

   * SunGard's substantially higher leverage ratio and debt
     service requirements following the completion of the
     leveraged buyout;

   * the company's historically acquisitive nature, which is
     expected to be somewhat curtailed following the LBO's
     completion;

   * significant exposure to the financial service industry and
     competition with mainly in-house capabilities of its
     customers; and

   * organic growth prospects that are consistent with more mature
     end markets.

The ratings are supported by SunGard's leading positions in each
of its operating segments with significant scale and product
breadth; a strong recurring revenue profile driven by longer term
contracts and significant switching costs; consistent free cash
flow customary for the software/IT services industries; and a well
diversified customer portfolio.  SunGard consists of three stand-
alone businesses: Financial Systems, Higher Education and Public
Safety, and Availability Services.

The Stable Rating Outlook is supported by the company's sufficient
liquidity position pro forma the proposed transaction, including
$200 million of cash, consistent free cash flow with limited term
loan amortization or debt maturities until 2009, nearly full
availability under the $1 billion revolver, and a $500 million
accounts receivable (A/R) securitization program (of which $375
million is expected be drawn at closing).

Also supporting the Outlook is the company's relatively stable
operating performance through various end-market conditions,
particularly considering the company's exposure to the financial
services industry and the volatility this industry sector
experienced in the past few years.  While Fitch believes prospects
for meaningful credit protection measure improvement are modest
over the next few years, the company's recurring revenue and solid
market positions should limit significant credit erosion.

SunGard is in the process of being acquired by seven private
equity firms in an LBO for approximately $11.4 billion, via
approximately $3.7 billion of equity with the remainder consisting
of various debt instruments.  Pro forma the LBO, total adjusted
leverage (adjusted for rents and A/R securitizations) is expected
to be approximately 7.0 times (x) with interest coverage at
approximately 2.0x. Given the limited debt amortization schedule
associated with the term loans, credit protection measures will
remain near pro forma levels through the intermediate term, absent
significant organic profitability improvement.

While SunGard could potentially reduce debt levels more
aggressively, Fitch believes the company is more likely to use
excess free cash flow for tuck-in acquisitions, particularly in
the more fragmented FS and HE/PS segments.  In Fitch's opinion,
annual free cash flow will be in excess of $250 million, and
covenants related to the secured credit facilities allow SunGard
to utilize approximately 50% of these amounts for acquisitions.

Over the past 3 1/2 years, Fitch estimates SunGard has spent
approximately $1.8 billion, net of cash acquired, to purchase 33
businesses.  SunGard's longer term (typically 3-5 years) customer
contracts and a recurring revenue stream that represents almost
90% of total revenues are expected to continue driving consistent
free cash flow performance, despite the company's slightly higher
than industry average capital spending obligations as a percentage
of sales, which is almost exclusively related to refreshing
technology for its AS segment.

SunGard's operating environment has stabilized due to the
company's leading positions and unique product suite, even as the
financial services industry consolidates, customers reduce in
number their vendor relationships, and after some large financial
services customers shifted their disaster recovery systems back
in-house, which affected SunGard's AS segment.  SunGard is an
industry leader in the disaster recovery market with minimal
customer concentration and a focus on small- and medium-size
businesses.  Various acquisitions have contributed to EBITDA
margins remaining near 30% despite minimal organic volume growth
and ongoing pricing pressures in certain segments of FS.  Fitch
believes operating margins will not meaningfully improve, although
opportunities exist as SunGard refines its acquisition strategy
and implements new efficiency programs.

Total debt will be approximately $8 billion and comprises the
following:

     -- $1 billion of revolving credit facilities expiring July
        2011, with approximately $125 million expected to be drawn
        at close;

     -- $4 billion of term loans expiring December 2012, of which
        $3.5 billion is available to SunGard and its subsidiaries
        in U.S. dollars, the Euro equivalent of from $200 million-
        $250 million to SunGard and its subsidiaries, and the
        Sterling equivalent of from $250 million-$300 million
        available to SunGard's U.K. subsidiary;

     -- $500 million of accounts receivable securitization
        facilities expiring July 2011, with $375 million expected
        to initially be funded;

     -- An expected $1.25 billion of senior unsecured notes due
        2013.

Assuming the senior unsecured notes offering is successfully
completed, SunGard is expected to issue additional debt of up to
$1.75 billion or draw on a committed bridge loan facility at the
transaction's closing (anticipated to be the end of July 2005) to
fund the remainder of the transaction's purchase price.  The
bridge loans will be subordinated to the senior secured credit
facilities, new senior unsecured notes, and the existing senior
unsecured notes.

The remaining debt includes approximately $500 million of senior
notes issued in January 2004, comprising $250 million of 3.75%
notes due 2009 and $250 million of 4.875% notes due 2014.  Per the
indenture for these bonds, security will be granted in the event
of an LBO; however, collateral will not include SunGard's
intangible assets.

Borrowings under the senior secured credit facilities will have
upstream guarantees from SunGard's subsidiaries. U.K. subsidiary
borrowings under the revolver will also be guaranteed by each
wholly owned U.K. subsidiary.  The senior secured credit facility
will be secured by the capital stock of SunGard and its direct and
indirect, wholly owned domestic subsidiaries (100%), its foreign
subsidiaries (65%), and all assets of the holding company,
SunGard, and each of its domestic guarantors.  U.K. borrowings
under the revolver will be secured by 100% of the capital stock of
each wholly owned U.K. subsidiary and assets of the U.K.
subsidiary borrower and its guarantors.  In addition, the banks
will be secured by all the intangible assets of SunGard.

Fitch believes the secured credit facility is in a superior
recovery position relative to the aforementioned $500 million of
senior notes, which will receive the same tangible asset
collateral package as the banks but have no rights to the
intangible assets, creating different recovery amounts in a
reorganization scenario.  Recoveries for the secured credit
facility are expected to be in the 70%-90% range.  While receiving
some credit for the pro rata share of security of tangible assets,
Fitch believes the current aforementioned $500 million senior
notes are in an inferior recovery position and are rated two
notches below the banks at 'B'. Due to the significant amount of
secured debt in the capital structure, the recovery rates for the
$1.25 billion senior unsecured notes offering are expected to be
substantially less and therefore are rated three notches below the
secured debt at 'B-'.


SUNGARD DATA: S&P Places B- Rating on $1.25 Billion Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B-' rating to
Wayne, Pennsylvania-based SunGard Data Systems Inc.'s
$1.25 billion of senior notes due 2013 and senior floating rate
notes due 2013.  SunGard's 'B+' corporate credit rating and 'B+'
senior secured rating is affirmed.  The outlook is stable.  The
senior unsecured notes are rated 'B-' because of the amount of
secured debt in the capital structure.

"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, S&P believes the company 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.

SunGard is a leading provider of high-availability services for
business continuity and integrated IT solutions for financial
services.  With annual pro forma revenues of about $3.8 billion,
SunGard can defend its market positions because of its investment
in computer solutions and infrastructure, and because it would be
expensive and disruptive for its long-term customers to change
providers.  While earnings prospects are favorable, the company
could face profit pressures from customer consolidation and
economic and competitive conditions.  However, the revenue base is
fairly protected.

SunGard has a significant contractual backlog; more than 85% of
sales are recurring.  The company is an industry leader in
business continuity, commanding a significant position in the
traditional -- or hot-site -- portion of the market.  This segment
represents more than 40% of revenues, about half of SunGard's
consolidated EBITDA, and drives about 80% of SunGard's capital
spending.  The company will continue to invest in its
infrastructure, which could affect margins slightly.
Operating margins currently are above 40% in this segment.


TACTICA INT'L: Court Limits Operation & Restricts Officers' Pay
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the request of the Official Committee of Unsecured
Creditors of Tactica International, Inc., to limit the Debtor's
authority to operate pursuant to Sections 1108 and 105(a) of the
Bankruptcy Code by:

   a) limiting and restricting the Debtor's use of one of its
      fulfillment centers controlled by its insiders and requiring
      the Debtor to make full disclosures to the Court of its
      business dealings with that fulfillment center, and

   b) reducing the compensation paid to certain insiders who
      comprise the Debtor's senior management.

              The Debtor's Fulfillment Center &
              Senior Management's Compensation

The Committee explains that in the ordinary course of the Debtor's
business, its products and inventory are warehoused, processed and
shipped to customers from fulfillment centers.  One of those
fulfillment centers is located in Los Angeles, California and is
owned by Brass Logistics, LLC.

Although the Debtor did not disclose in its filings with the
Court, the Committee found out that Avi Sivan and Prem
Ramchandani, the controlling equity holders of Tactica's parent
company and the Debtor's current officers and directors, hold
ownership interests in Brass Logistics.

The Debtor's Senior Management is comprised of:

   1) Mr. Sivan, who serves as the Debtor's chairman and chief
      executive officer and is also a director;

   2) Mr. Ramchandani, who serves as the Debtor's president and
      treasurer and is also a director;

   3) Kurt Streams, who serves as the Debtor's chief financial
      officer; and

   4) Paul Greenfield, who serves as the Debtor's secretary and
      general counsel.

According to the Debtor's Amended Statement of Financial Affairs
dated Dec. 21, 2004, the four Senior Management officers received
a total compensation aggregating $1,438,456.

Their individual salaries for the year 2004 are:

            Avi Sivan            $519,228
            Prem Ramchandani     $519,228
            Kurt Streams         $199,999
            Paul Greenfield      $199,999
                                 --------
                               $1,438,455

Based on the Committee's request, the Court ruled that:

   1) since investigations revealed that Messrs. Sivan and
      Ramchandani hold ownership interests in Brass Logistics, any
      changes to the Debtor's business terms with Brass should
      have been disclosed to the Committee and the Court and
      required Court approval;

   2) the salaries of Messrs. Sivan, Ramchandi and Greenfield are
      excessive and unreasonable in the context of the Debtor
      operating under Chapter 11, having a liquidity crisis, and
      it is only accelerating the Debtor's cash crisis;

   3) an analysis by the Committee's financial advisors revealed
      that from the Petition Date through Jan. 31, 2005, the
      compensation for Senior Management represented 21.5% of the
      Debtor's sales, but for the same period, it reported net
      losses in excess of $5,295,000, which was partly caused by
      the Senior Management's compensation; and

   4) despite numerous requests by the Committee to the Senior
      Management to reduce their excessive salaries as part of the
      Debtor's cost reduction measures and plans to emerge from
      chapter 11 as a viable entity, the Debtor has repeatedly
      refused to heed the Committee's requests.

The Court orders that the Debtor cannot enter into, renew, extend
or be a party to any transaction or series of related
transactions, including the purchase, sale, lease, transfer or
exchange of property or assets of any kind with any insider or
affiliate of the Debtor, other than IGIA, Inc., except:

   a) in the ordinary course of business to an extent consistent
      with past practice and necessary for the prudent operation
      of the Debtor's businesses, for fair consideration and on
      terms favorable to the Debtor that will be obtainable in a
      comparable arm's length transaction with a party that is not
      an insider or affiliate, or

   b) with the written consent of IGIA, Inc. and the Committee, or
      upon approval of the Bankruptcy Court.

The Court also orders that the Debtor's principals and senior
management consisting of Messrs. Sivan and Ramchandi will defer
40% of their respective salaries from Feb. 12, 2005, onwards and
that deferred portion of their salaries will only be paid upon the
effective date of a confirmed chapter 11 plan in the Debtor's
chapter 11 case.

Headquartered in New York, New York, Tactica International, Inc.,
a wholly owned subsidiary of IGIA, Inc. -- http://www.igia.com/
-- designs, develops and markets personal and home care items
under the IGIA and Singer brands.  Product categories include hair
care, dental care, skin care, sports and exercise, household and
kitchen.  Tactica holds an exclusive license to market a line of
floor care products under the Singer name.  Tactica also owns
rights to the "As Seen On TV" trademark.  The Company filed for
chapter 11 protection on Oct. 21, 2004 (Bankr. S.D.N.Y. Case No.
04-16805).  Timothy W. Walsh, Esq., at Piper Rudnick, LLP,
represents the Debtor in its restructuring effort.  When the
Company filed for protection from its creditors, it reported
$10,568,890 in assets and debts totaling $14,311,824.


THOMAS & BETTS: Moody's Reviews Ba1 Senior Unsecured Notes' Rating
------------------------------------------------------------------
Moody's Investors Service has placed the long-term debt ratings of
Thomas & Betts Corporation under review for possible upgrade.  The
rating action acknowledges the company's steady revenue growth and
improving margins and cash flow generation as well as its
successful replacement of a previously secured bank facility into
an unsecured agreement.

Moody's stated that the review will focus on:

   1) TNB's ability to continue improving its margins and return
      measures, namely return on asset metrics;

   2) the prospects for sustaining and enhancing free cash flow
      generation in the face of rising raw material prices; and

   3) the company's plans for its sizable cash position in
      relation to potential acquisitions, share repurchases and/or
      dividends.

In addition, the rating agency will review a structural
subordination matter stemming from certain domestic subsidiary
guarantees for the bank facility but not the notes.

Ratings placed under review for possible upgrade:

Thomas & Betts Corporation:

   * Ba1 for senior unsecured notes and debentures.

TNB's cash and marketable securities position of approximately
$370 million at June 30, 2005 is supported by a recently signed
$200 million 5-year unsecured credit facility maturing in June of
2010.  The facility contains two financial covenants, a fixed
charge coverage ratio not to fall below 2.5x and a leverage ratio
not to exceed 4.0x.

Moody's expects the company to be comfortably in compliance with
both covenants for the second quarter ended June 30, 2005.  There
is Material Adverse Change representation required at each
advance.  In addition, the facility provides same-day borrowing
capability.  Moody's notes that TNB's cash on hand and unused
availability under the revolver are more than sufficient to meet
the $150 million 6.5% notes coming due in January of 2006.

Thomas & Betts Corporation, headquartered in Memphis, Tennessee,
manufactures and markets components and connectors for the
worldwide electrical and communications markets.  The company is
also a leading provider of electrical transmission towers and
industrial heating units.


TNS INC: Reports Second Quarter 2005 Financial Results
------------------------------------------------------
TNS, Inc. (NYSE: TNS), a leading provider of business-critical,
cost-effective data communications services for transaction-
oriented applications, reported second quarter 2005 results.

Total revenue for the second quarter of 2005 increased 7.2% to a
record $65.4 million from second quarter 2004 revenues of
$60.9 million.  Gross margin in the second quarter 2005 of 52.6%
increased 40 basis points from second quarter 2004 gross margin of
52.2%.

Second quarter 2005 GAAP net income attributable to common
stockholders was $300,000, versus second quarter 2004 GAAP net
income of $1.5 million.  Included in selling, general and
administrative expenses (SG&A) for the second quarter of 2005 is a
pre-tax benefit to earnings of $1.2 million, comprised of a
$1.5 million benefit from a state sales tax liability settlement
and a $0.3 million charge related to severance paid to a former
executive.

Earnings before interest, taxes, depreciation, and amortization
before stock compensation expense for the second quarter 2005 was
$17.9 million or $16.7 million excluding the $1.2 million pre-tax
SG&A benefit, versus second quarter 2004 EBITDA before stock
compensation expense of $15.9 million.  Adjusted earnings for the
second quarter 2005 were $6.2 million.  Excluding the $1.2 million
pre-tax SG&A benefit, adjusted earnings for the second quarter of
2005 decreased 7.6% to $5.5 million from second quarter 2004
adjusted earnings of $6.0 million.  The 7.6% decrease was due
primarily to higher interest expense associated with our recently
completed stock repurchase.

As previously disclosed, the Company won four customer contracts:

   -- A three-year contract with First Data Iberica, First Data's
      (NYSE: FDC) subsidiary for Spain and Portugal, to act as
      sole provider of dial-up connectivity in Spain.

   -- An agreement to connect London-based international brokerage
      firm CF Global Trading's three offices in London, Hong Kong
      and New York via the launch of its wide area IP network.

   -- Contracts with Town and Country Food Stores and Royal Farms
      to provide data communications to more than 250 of their
      convenience stores through FusionPoint by TNS.

   -- A three-year contract with the Warsaw Stock Exchange to
      transport data between the exchange and its members using
      TNS' Secure Trading Extranet, expanding TNS' operations into
      Poland.

                     Common Stock Repurchase

As previously announced, TNS completed the repurchase of 6,263,435
shares of common stock at a price of $18.50 per share, including
6,000,000 shares tendered by GTCR Golder Rauner L.L.C. and its
affiliated investment funds, representing approximately 22.3% of
the Company's outstanding shares of common stock.  TNS financed
the stock repurchase and refinanced its existing debt by borrowing
approximately $168 million under its amended and restated senior
secured credit facility.

"TNS' second quarter performance was strong, demonstrating
continued execution of our plan to build market share in our
divisions," Jack McDonnell, Chairman and CEO, said.  "We again
achieved the high end of our guidance range through continued
growth in our international and financial divisions and faster
than expected migrations of new customer traffic in our
telecommunications division. Additionally, we added to our product
capability and extended our market reach in our POS division
through the FusionPoint acquisition and new customer wins. We
accomplished all of this while simultaneously completing a major
stock repurchase for the benefit of our shareholders. In the
second half of the year, we remain focused on leveraging our key
strengths in technology and customer service to drive growth in
each of our divisions and to increase earnings contribution."

TNS, Inc. -- http://www.tnsi.com/-- is one of the leading
providers of business-critical, cost-effective data communications
services for transaction-oriented applications and operates
through its wholly owned subsidiary Transaction Network Services,
Inc.  TNS provides rapid, reliable and secure transaction delivery
platforms to enable transaction authorization and processing
across several vertical markets and trading communities.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Moody's Investors Service confirmed the ratings of TNS, Inc., the
parent holding company of Transaction Network Services, Inc.,
following a review of the company's business and financial profile
pro forma for its anticipated large debt financed share repurchase
program recently announced.  Concurrently, Moody's assigned a Ba3
rating to TNS' proposed senior secured credit facility.  Proceeds
from the new facility will be used to fund the modified Dutch
tender auction, in which up to nine million shares of stock is to
be purchased at a price between $18.00 and $18.50 per share.  The
rating outlook is stable.  This concludes the review for possible
downgrade commenced on April 7, 2005.

Moody's took these ratings actions:

   * Assigned a Ba3 rating to the proposed $240 million senior
     secured credit facility consisting of a $30 million revolver,
     maturing in 5 years, and a $210 million term B loan, maturing
     in 7 years - at Transaction Network Services, Inc.

   * Confirmed Ba3 senior implied rating

   * Confirmed B1 senior unsecured issuer rating (non-guaranteed
     exposure)

Moody's said the ratings outlook is stable.


UNIFIED HOUSING: Court Approves GECC's Disclosure Statement
-----------------------------------------------------------
The Honorable Judge D. Michael Lynn of the U.S. Bankruptcy Court
for the Northern District of Texas, Fort Worth Division, approved
the Amended Disclosure Statement explaining the Plan of
Liquidation filed by General Electric Capital Corporation, a
secured creditor in Unified Housing of Kensington, LLC's chapter
11 case.

GECC can now ask creditors to vote to accept its Plan of
Liquidation.  Creditors' ballots must be returned by Aug. 29,
2005.  The Bankruptcy Court will convene a hearing to consider
plan confirmation at 1:30 p.m. on Sept. 6, 2005.

Objections, if any, to confirmation of GECC's plan must be in
writing and must be filed with the court and served by 5:00 p.m.
on Aug. 29, 2005, on:

   (a) Gregory A. Lowry, Esq.
       Locke Liddell & Sapp LLP
       2200 Ross Avenue, Suite 2200
       Dallas, TX 75201-6776
       Tel: (214) 740-8000
       Fax: (214) 740-8800

   (b) Office of the United States Trustee for Region 11
       227 West Monroe Street, Suite 3350
       Chicago, IL 60606
       Tel: (312) 886-5785
       Fax: (312) 886-5794

                            The Plan

As previously reported in the Troubled Company Reporter on
June 21, 2005, GECC asserts an $18.5 million claim against the
Debtor.  Unified Housing assumed the debt after it bought the
Kensington Apartments from ACLP Kensington Park, LP, in March
2004.  GECC's claim is secured by liens, assignments and security
interests on the Kensington Apartments.

General Electric's Plan provides for:

     a) the sale of the Kensington Apartments to pay all allowed
        claims; or

     b) the Debtor to retain the apartments, assume GE's loan
        and pay GE's claim in accordance with the loan agreement.

                     The Sale Alternative

The sale contemplated in the Plan requires the Debtor to sell the
apartments not later than Dec. 31, 2005.  GE will get
$18.5 million from the sale proceeds and the rest will be
distributed to other allowed claim holders.

If no sale is consummated by Dec. 31, the Plan will allow GECC to
foreclose on the property.

                  The Assumption Alternative

Under the loan assumption contemplated in the Plan, the Debtor
will keep the apartments but it will reinstate the GECC Note and
Obligations.  The maturity of GE's loan and allowed claim will
occur on Jan. 1, 2011.

A full-text copy of the Disclosure Statement is available for a
fee at:

    http://www.researcharchives.com/bin/download?id=050620002939

Headquartered in Dallas, Texas, Unified Housing of Kensington,
LLC, filed for chapter 11 protection on July 29, 2004 (Bankr. N.D.
Tex. Case No. 04-47183).  John P. Lewis Jr., Esq., at Cholette,
Perkins & Buchanan, represents the Debtor.  When the Debtor filed
for protection from its creditors, it listed above $10 million in
estimated assets and debts.


UNIVEST MULTI-STRATEGY: Section 304 Petition Summary
----------------------------------------------------
Petitioner: Simon Whicker
            Theo Bullmore
            Joint Provisional Liquidators

Debtor: Univest Multi-Strategy Fund II, Ltd.
        c/o KPMG
        P.O Box 493 GT
        Century Yard Building
        Grand Cayman, Grand Cayman

Case No.: 05-15776

Type of Business: Univest Multi-Strategy Fund II, Ltd.'s primary
                  asset is a $37 million Cash-Settled Equity
                  Barrier Call Option to which Univest and Royal
                  Bank of Canada are the sole parties.

                  Mosaic Composite Limited fka Norshield Composite
                  Ltd. purchased from RBC 1,000 European call
                  options for $15 million and another 1,000
                  European call option for $5 million.

                  On Nov. 10, 2004, Mosaic assigned all rights,
                  title and interest it had in the CSEB Call
                  Option in return for 29,667 Class A non-voting
                  Participating Share and 22,949 Class B non-
                  voting Participating Shares in Univest.

                  On June 3, 2005, Globe-X Management Ltd. filed
                  for Section 304 petition in the U.S. Bankruptcy
                  Court for the Southern District of New York.
                  Globe-X wanted to stop RBC from paying Mosaic or
                  its assignee, Univest.

                  The Petitioners want the dissolution of the
                  Globe-X Temporary Restraining Order because they
                  say that there is no basis for the TRO.

                  Globe-X's Section 304 filing was reported in the
                  Troubled Company Reporter on June 6, 2005.

Section 304 Petition Date: July 27, 2005

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Petitioner's Counsel: Madlyn Gleich Primoff, Esq.
                      Kaye Scholer LLP
                      425 Park Avenue
                      New York, New York 10022
                      Tel: (212) 836-7042
                      Fax: (212) 836-7157

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $100,000 to 500,000


URS CORP: S&P Rates $650 Million Senior Secured Loan at BB+
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on engineering services firm URS Corp. to 'BB+' from 'BB',
and removed the ratings from CreditWatch with positive
implications, where they were placed on June 7, 2005.

Standard & Poor's also assigned a 'BB+' rating to the company's
new $650 million senior secured bank facility.  And Standard &
Poor's also withdrew its ratings on URS' $200 million, 11.5%
senior unsecured notes, which the company has retired.  The
outlook is now stable.

"The upgrade reflects URS' stronger financial position and its
commitment to a less aggressive capital structure following its
issuance of common stock to fund a tender offer for the 11.5%
notes," said Standard & Poor's credit analyst Paul Kurias.

The speculative-grade ratings on San Francisco, California-based
URS Corp. reflect its satisfactory business risk profile given its
leading position in the highly competitive and fragmented
engineering services markets.  The ratings also reflect the
company's financial profile, which is only modestly aggressive.

URS is the largest North American provider of specialized
engineering services, including planning and O&M (operations and
maintenance).  These services are geared toward the
transportation, hazardous waste, water, military, general
commercial, and industrial markets.  Growth has been driven by the
trends of outsourcing and vendor consolidation occurring in a
variety of industrial markets.  However, the federal government
has delayed passage of a multiyear TEA 21 bill (the Transportation
Act for the 21st Century, which authorizes federal surface
transportation programs), and this has prevented states from
starting long-term engineering projects.

The company's significant dependence on U.S. federal agencies
(which contributed about 48% of its 2004 revenues) should enable
it to experience fair growth opportunities over the next few years
as those markets see more outsourcing by these agencies and new
Homeland Security initiatives.  URS' subsidiary EG&G Technical
Services Inc. has strengthened the company's position in the
federal sector, as the subsidiary earns more than 90% of its
revenue from the Department of Defense and Homeland Security
budgets.  URS' contracts are relatively modest in size (averaging
$300,000-$500,000), and each accounts for no more than 4% of the
company's annual revenues.  They typically involve only limited
construction activity, so they reduce the potential for meaningful
cost overruns.

In the private sector, URS has been able to compensate for weak
capital spending by employing long-term master service agreements,
which are used in more than 50% of its private-sector business.
Furthermore, URS' internal risk-management program, including its
information systems, process, and controls, is satisfactory.


VARTEC TELECOM: Wants to Sell Assets to Comtel for $82.1 Million
----------------------------------------------------------------
On July 25, 2005, Vartec Telecom Inc. and its debtor-affiliates
held an auction for the sale of substantially all of their assets.
Pending Court approval, Vartec's assets will be sold for
$82.1 million to ComTel Investment, LLC.

Daniel C. Stewart, Esq., at Vinson & Elkins LLP told Crayton
Harrison at The Dallas Morning News that ComTel is owned by a
private fund located in Boston, Massachusetts.

Leucadia National Corp. of New York was the stalking horse bidder
for Vartec's assets.  Leucadia bid $61.5 million, as previously
reported in the Troubled Company Reporter on July 5, 2005.
ComTel's offer is subject to a working capital adjustment as was
Leucadia's offer.

The Asset Purchase Agreement specifically excludes all of Vartec's
cash, insurance policies, avoidance actions and other causes of
action of the estates not related to the Acquired Assets.

Headquartered in Dallas, Texas, VarTec Telecom Inc.
-- http://www.vartec.com/-- provides local and long distance
service and is considered a pioneer in promoting 10-10 calling
plans.  The Company and its affiliates filed for chapter 11
protection on November 1, 2004 (Bankr. N.D. Tex. Case No.
04-81694.  Daniel C. Stewart, Esq., William L. Wallander, Esq.,
and Richard H. London, Esq., at Vinson & Elkins LLP, represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed more than $100
million in assets and debts.


WESTPOINT STEVENS: Appeals Battle Ensues Over Sale of All Assets
----------------------------------------------------------------
The Steering Committee, which comprise of Contrarian Funds, LLC,
Satellite Senior Income Fund, LLC, CP Capital Investments, LLC,
Wayland Distressed Opportunities Fund I-B, LLC, and Wayland
Distressed Opportunities Fund I-C, LLC, notifies the Bankruptcy
Court that it will take an appeal to the United States District
Court for the Southern District of New York from Judge Drain's
order authorizing the sale of substantially all of WestPoint
Stevens, Inc. and its debtor-affiliates' assets.

The Steering Committee will ask the District Court to find whether
the Bankruptcy Court erred, as a matter of law, in concluding
that:

   -- the transfer to the First Lien Lenders of only a portion of
      the collateral securing the First Lien Indebtedness
      constitutes full satisfaction or adequate protection of the
      First Lien Indebtedness;

   -- contrary to the explicit and unambiguous terms of the
      Intercreditor Agreement, the Second Lien Lenders can
      nonetheless receive any payment or transfer of collateral
      even though the First Lien Lenders are not receiving
      payment in full in cash;

   -- the Debtors can, pursuant to Sections 363(f)(3) or
      363(f)(5) of the Bankruptcy Code, sell the Purchased Assets
      free and clear of Interests of the First Lien Collateral
      Trustee or the First Lien Lenders;

   -- the Successful Bid was authorized, and higher and better
      that the competing credit bids directed by the Steering
      Committee, even though the Successful Bid did not provide
      for payment in full and in cash of the First Lien Lenders;
      and

   -- the Debtors are authorized to transfer the collateral
      directly to First Lien Lenders, rather than to the First
      Lien Collateral Trustee in its capacity as the lienholder
      under the First Lien Collateral Trust Agreement.

The appeal is made pursuant to Section 158(a) of the Judiciary
Code and Rules 8001(a) and 8002(a) of the Federal Rules of
Bankruptcy Procedure.

                  Debtors File Counterstatement

The Debtors submitted to the District Court counterstatement of
issues on Appeal.  The Debtors ask the Court to review these
issues:

   a. Was the Bankruptcy Court's finding that the AREH Successful
      Bid constituted the highest and best bid for the Debtors'
      assets clearly erroneous?

   b. As to the Bankruptcy Court's determination that the Debtors
      are authorized to sell the Purchased Assets free and clear
      of all liens, claims, encumbrances and other interests:

      * was the Bankruptcy Court's finding that the purchase
        price exceeded the amount required by Section 363(f)(3)
        of the Bankruptcy Code clearly erroneous; and

      * did the Bankruptcy Court err in determining that the
        First Lien Lenders could be compelled in a legal or
        equitable proceeding to accept a money satisfaction of
        their interest?

   c. Was the Bankruptcy Court's finding that the First Lien
      Lenders are adequately protected clearly erroneous?

                       Aretex's Cross Appeal

Aretex, LLC, WS Textile Co., Inc., and Textile Co., Inc.,
submitted a provisional cross appeal to the District Court.  They
ask District Court to upheld the Bankruptcy Court's rulings and
find that:

   -- the bid of the Steering Committee submitted on June 10,
      2005, was not conditional and was a qualified bid;

   -- an auction should be held under the Bidding Procedures
      Order approved by the Bankruptcy Court despite the fact
      that the bid of the Steering Committee contained conditions
      which appear to violate the Bidding Procedures Order and
      thus, there only appeared to be one non-conditional,
      qualified bid as of June 10, 2005;

   -- each credit bid of the Steering Committee, submitted at
      the June 23, 2005 auction, was not a conditional bid, and
      was a qualified bid;

   -- any credit bid submitted by the Steering Committee rather
      than the Purported Collateral Trustee and Administrative
      Agent was a proper credit bid and a qualified bid;

   -- the Steering Committee or Purported Collateral Trustee/
      Administrative Agent can credit bid Aretex's portion of the
      First Lien Debt without Aretex's consent; and

   -- the Steering Committee or Purported Collateral Trustee/
      Administrative Agent can credit bid any portion of the
      First Lien Debt without Aretex's consent.

Steering Committee's Motion to Stay Order

The Steering Committee asks the Bankruptcy Court to stay the order
authorizing the sale of substantially all of the Debtors' assets
pending final adjudication by the U.S. District Court for the
Southern District of New York of its appeal.

According to Sidney P. Levinson, Esq., at Hennigan, Bennett &
Dorman LLP, in New York, the Steering Committee wants to preserve
its right to appeal the Sale Order, which not only approves the
sale of substantially all of the Debtors' assets, but also
provides for allocation and transfer of noncash proceeds of that
sale among senior and junior secured creditors, in an manner that
cannot occur outside of a confirmed plan of reorganization.  There
is an enormous risk that the approved transfer of the noncash
proceeds to Second Lien Lenders will cause the First Lien Lenders
to receive less than full payment in cash on account of their
claims.  Mr. Levinson argues that full payment in cash of the
First Lien Indebtedness prior to the release of any collateral to
the Second Lien Lenders is required under applicable bankruptcy
law, nonbankruptcy law, the Intercreditor Agreement, and the First
Lien Credit Agreement.

Mr. Levinson points out that if the Stay Motion is not granted,
the sale is consummated and the noncash proceeds are distributed,
the Debtors, Aretex, LLC, as Purchaser, Wilmington Trust Company,
as Second Lien Agent, and the Second Lien Lenders are likely to
assert that the appeal could become moot.

Under Rule 8005 of the Federal Rules of Bankruptcy Procedure, Mr.
Levinson argues that a stay of the Sale Order is warranted because
there is a substantial possibility that the Steering Committee
will succeed on appeal.  The Steering Committee has appealed on
five grounds, all involving matters of law that are subject to de
novo review.  The Steering Committee need not even show a
likelihood of prevailing, only that a substantial possibility
exists.

A number of other grounds for appeal raised by the Steering
Committee that have a "substantial possibility" of success,
including:

   (1) the Court's interpretation of the Intercreditor Agreement
       and related First Lien Credit Agreement, which is
       contradicted by the explicit language of those agreements;

   (2) the Court's determination that the sale of the Purchased
       Assets free and clear of the First Liens is authorized
       under Section 363(f) of the Bankruptcy Code, which finds
       no support in the plain language of that statute;

   (3) the Court's decision to approve the Successful Bid even
       though, in the face of the credit bids, it failed to
       provide for payment of sufficient cash to satisfy and
       repay fully the First Lien Indebtedness; and

   (4) the Court's willingness to authorize the Debtors to
       transfer the replacement collateral directly to First Lien
       Lenders rather than to the First Lien Collateral Trustee
       who is the holder of the lien on the collateral and is
       subject to the direction of a majority of the First Lien
       Lenders.

According to Mr. Levinson, any potential prejudice to other
parties resulting from a stay of the ruling can be minimized in
several ways.  The best way to avoid any prejudice is to expedite
adjudication of the appeal, so that it can be heard and determined
before the Closing Date.

Beal Bank S.S.B., as successor First Lien Agent and Collateral
Trustee, joins the Steering Committee in requesting the Bankruptcy
Court to stay the Sale Orders pending the determination of the
appeal.

                            Objections

(1) Debtors

The Debtors ask the Court to deny the Motion because:

   * The Steering Committee cannot establish a substantial
     possibility of success on the merits.  The Steering
     Committee will be unable to demonstrate that the Court's
     factual determinations were clearly erroneous or that its
     legal conclusions in approving the Sale were incorrect;

   * The Steering Committee cannot show irreparable harm:

     a. The Court has determined that the holders of the First
        Lien Claims are protected based on the value of the
        proceeds of the Sale;

     b. The alternative to the Sale -- a liquidation or sale of
        assets piecemeal -- is likely to provide a lower recovery
        to the Steering Committee; and

     c. The Steering Committee's sole irreparable harm argument
        is that, absent a stay, the Sale may be consummated,
        thereby mooting its appeal.  Even assuming that its
        appeal will be mooted by denial of a stay, this
        contention is insufficient, by itself, to establish
        irreparable harm.

   * A stay of the Sale will substantially harm the Debtors.  A
     stay raises the distinct possibility that Carl Icahn will be
     able to terminate the transaction, which would leave the
     Debtors without a buyer for their businesses.  This will be
     catastrophic because there is no other offer on the table,
     let alone on the horizon.  The Wilbur Ross/Steering
     Committee bid has expired.  Interestingly, nowhere in the
     Motion suggests that the Steering Committee is still
     prepared to proceed with an acquisition of the Debtors'
     assets on any terms.  Press reports indicate that Wilbur
     Ross has no intention of continuing his efforts to acquire
     the Debtors' businesses and in fact is pursuing other
     opportunities in the industry.

     If the Sale does not proceed, the Debtors may be forced to
     undertake a piecemeal liquidation, which will result in
     creditors receiving less on account of their claims and lead
     to the loss of jobs for their over 9,700 employees.

   * The public interest will not be served.  Staying the Sale
     will frustrate, not serve, the public interest, including
     jeopardizing the recovery for creditors and risking
     thousands of employee jobs.

"Even the Steering Committee itself recognizes that it cannot meet
the heavy burden to obtain a stay.  Specifically, the Steering
Committee asserts that all issues on its appeal are subject to de
novo review, even those arising from factual findings made by the
Bankruptcy Court which the Second Circuit has long established
should be reviewed only under a clearly erroneous -- not de novo -
- standard," Michael J. Walsh, Esq., at Weil, Gotshal & Manges,
LLP, in New York, notes.

However, to the extent that the Court decides to grant the
Motion, it should condition the stay on the Steering Committee's
posting of a bond equal to the full amount of the consideration
that would be paid in the Sale transaction so as to protect the
Debtors, their creditors, and employees from the severe and
irreversible risk of losing the highest and best bid price for
Debtors' assets.

(2) Second Lien Agent

Wilmington Trust Company, as Second Lien Agent, contends that the
Motion represents merely the latest in a series of efforts by the
Steering Committee to expropriate the value of the Debtors to
themselves.  Outbid at the auction and unable to derail the
winning bid of Aretex during the sale hearing, the Steering
Committee once again attempts to extract cash from the other
creditors by seeking to delay the sale of the Debtors' assets.
Gary M. Becker, Esq., at Kramer Levin Naftalis & Frankel LLP, in
New York, asserts that the Court should deny the Motion, which is
based on meritless appeal issues and, if granted, would jeopardize
the sale so carefully reviewed by the Debtors and the Court.

As previously reported, the auction process produced only two bids
for the Debtors' assets -- the winning Aretex bid and the
competing bid of the group comprised of the Steering Committee and
Wilbur Ross.  The Aretex bid provides a combination of shares and
subscription rights of a value that fully satisfies the claims of
the First Lien Lenders and provides $95 million worth of
subscription rights to the Second Lien Lenders.  The First
Lien Lenders will receive stock and rights entitling them to
83.4% of the stock of the new entity.  If that entity is worth
more than $34 million in excess of the amount calculated by
Rothschild, Inc., the First Lien Lenders will receive at least $28
million of that value.  This amount comes directly at the expense
of the Second Lien Lenders, Mr. Becker says.

The Steering Committee/Ross group bid provided no value to the
Second Lien Lenders.  Thus, should Aretex not close on the sale
transaction due to a delay, caused by the stay sought, the Second
Lien Lenders would be denied any recovery.  The Court's decision
to approve the sale to Aretex and distribution of the sale
proceeds to the First and Second Lien Lenders is neither novel nor
tenuous.  Mr. Becker explains that the distributions of sale
proceeds provided by the Sale Order are expressly permitted by the
Intercreditor Agreement, which does not require payment in cash to
the First Lien Lenders.  Section 361(3) of the Bankruptcy Code
clearly contemplates that a secured creditor in these
circumstances can be adequately protected through the receipt of
noncash substitute collateral of a value equal to its claim.
Moreover, the requirement under Section 363(e) that the Second
Lien Lenders receive adequate protection in connection with the
sale fully justifies the distribution of noncash proceeds to the
First Lien Lenders to ensure that value flows to the Second Lien
Lenders.

The Court's valuation of the Sale and its proceeds are
determinations of fact, as to which an appellate court must give
substantial deference.  There is no "substantial possibility" of
success on the merits of the appeal.  There is also no evidence
that the Steering Committee would be irreparably harmed if a stay
is not granted.

By contrast, there is a grave risk that the Debtors, their
creditors, their employees, customers and other parties-in-
interest will be irreparably harmed if the Sale does not proceed
to close as scheduled, Mr. Becker argues.  The sale to Aretex will
result in the continuation of the business substantially as it has
been conducted by the Debtors, but with no debt and sufficient
working capital to effectuate the strategic plan developed to
revitalize the business.  Most administrative expenses are being
assumed by Aretex.  Employees will receive paychecks, vendors will
receive payment for their goods, and taxes will be paid.

Should the sale be delayed, there may well be a crisis of
confidence among employees and vendors that could imperil the very
enterprise value that is being distributed to the First Lien
Lenders.  And, as time goes by, it becomes more and more difficult
to effectuate the strategic plan to revitalize the business.
Under these circumstances, the value of the Debtors assets would
ineluctably decline, never to be recaptured.  Unless the Steering
Committee is prepared to post a substantial supersedeas bond to
protect the estate and its creditors from losses caused by their
delaying tactics, this factor alone strongly urges denial of the
stay motion.

"There is no conceivable public interest to be served by a stay,"
Mr. Becker notes.  "To the contrary, the public interest would be
harmed since a stay would put at risk the very survival of the
Debtors' business."

Accordingly, the Second Lien Agent asks the Court to deny the
Motion and allow the Sale to proceed.

Alternatively, the Court should grant a stay only if the Steering
Committee posts a bond to protect the recovery that otherwise
unquestionably would flow to the Second Lien Lenders upon the
Sale Closing.  A bond of at least $126 million, representing
$95 million worth of subscription rights provided to the Second
Lien Lenders and $31 million held in escrow, would be necessary to
protect their rights.

(3) The Funds

GSC Partners, Pequot Capital Management, Inc., and Perry
Principals LLC, along with the other Second Lien Lenders hold
secured claims against the Debtors equal to the value of their
second lien collateral.  To the extent of any diminution in value
of collateral since the Petition Date that exceeds the amount of
adequate protection payments received by the Second Lien Lenders,
the Funds are entitled to superpriority administrative expense
claims against the Debtors.

The Funds believe that the Motion is a mere delay tactic seeking
to upset the pending sale of the Debtors' assets.  Unable to
demonstrate that it has a substantially likelihood of success on
appeal, the Motion seeks to rehash the Steering Committee's
misplaced arguments that the Intercreditor Agreement prohibits
payment of consideration to the Second Lien Lenders.

The Court should deny the attempt by the Steering Committee to
sidetrack the Debtors' efforts to pursue a sale transaction that
provides the greatest possible recoveries to their constituents.
The pending Sale is the result of a legitimate and robust auction
between the Steering Committee and Aretex.  Having lost the
auction, the Funds believe that Steering Committee is not in a
position to, and should not be permitted to, control the pending
sale transaction, particularly in light of the potential for those
efforts by the Steering Committee to impose unnecessary delay that
could jeopardize recoveries to the Debtors' creditors.

Furthermore, as potential recipients of 100% of the value of their
claims from the proceeds of the Sale, the Funds note that it is
not clear how the Sale harms the Steering Committee.

(4) Aretex

"It is difficult to characterize the Steering Committee's appeal
as anything other than a delay tactic that will have catastrophic
effects on the Debtors' business," Peter D. Wolfson, Esq., at
Sonnenschein Nath & Rosenthal LLP, New York, says.

According to Mr. Wolfson, the Steering Committee attacks the
Court's sound factual findings, but has provided no evidence on
which to base a finding of clear error, the standard by which the
Court's findings of fact are reviewed.  Likewise, the Steering
Committee attacks the Court's legal conclusions, but provides no
controlling legal authority upon which it may ground its
arguments.  More importantly, the Steering Committee has failed to
establish that it meets any of the standards governing the
consideration of a motion for a stay pending appeal.

The Court has found that the First Lien Lenders are receiving full
value for their claims, and that a substantial equity cushion
provides them with adequate protection until such time as they
receive their distribution.  This finding is uncontroverted.
The Steering Committee's argument that the Purchaser, Debtors and
Second Lien Lenders may argue mootness does not establish
irreparable harm.

Mr. Wolfson points out that the Debtors are at serious risk of
suffering substantial injury by virtue of the delay and the loss
in customer and employee confidence caused by the appeal.  The
longer the Debtors sit in bankruptcy, the more likely a
liquidation becomes.  The result will be a recovery of a mere
fraction of the claims outstanding, and the complete loss of a
otherwise viable business.  In the event a stay is imposed, the
Steering Committee should be required to bear this risk by posting
adequate security.

Regarding likelihood of success in the merits, the Steering
Committee has made no showing.  The Court has made these factual
findings:

   -- the auction was open and fair;

   -- the Purchaser's bid has a value of $703.5 million that will
      provide full recovery to the First Lien Lenders and the
      Second Lien Lenders;

   -- the value of the Purchaser's bid exceeds the First Lien
      Indebtedness by $95 million;

   -- the First Lien Lenders are adequately protected by virtue
      of their liens attaching to the proceeds of the sale;

   -- neither the Bankruptcy Code, nor the First Lien Credit
      Agreement, requires payment of the First Lien Indebtedness
      in cash;

   -- absent a sale, the Debtors will likely liquidate.

The Steering Committee has offered no proof that any of these
findings are clearly erroneous, Mr. Wolfson notes.  Therefore, it
has little chance of prevailing on appeal.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 51; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WESTPOINT STEVENS: Gets Okay to Settle Wellman Litigation Claims
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved WestPoint Stevens, Inc. and its debtor-affiliates'
settlement of some litigation claims, pursuant to a settlement
agreement with certain other settling plaintiffs and Wellman, Inc.

As previously reported, John J. Rapisardi, Esq., at Weil, Gotshal
& Manges, LLP, in New York, relates that to avoid protracted and
costly litigation and in the interests of reaching a compromise,
the Debtors, certain of the other plaintiffs and the Wellman
Defendants entered into good faith, arm's-length negotiations to
settle the claims arising in the Action and the Other Settling
Plaintiff's actions asserted against the Wellman Defendants.
Those negotiations culminated in the Settlement Agreement.

Because the Settlement Agreement provides that the Debtors and the
Other Settling Plaintiffs will receive a lump sum settlement
payment from the Wellman Defendants in a joint settlement fund,
the Debtors and the Other Settling Plaintiffs entered into an
allocation agreement to provide for the allocation and
distribution of the settlement payment.

Pursuant to the Settlement Agreement, the Debtors and the Other
Settling Plaintiffs will receive a lump sum in settlement amounts
from the Wellman Defendants to resolve claims asserted against the
Wellman Defendants in the Action and the Other Settled Actions.
In exchange, the Debtors and the Other Settling Plaintiffs agreed
to release their claims against the Wellman Defendants.

According to Mr. Rapisardi, the Debtors will immediately receive
their allocation of the Settlement Payment without the need to
engage in expensive and protracted litigation in connection with
asserting any of their Litigation Claims against the Wellman
Defendants.

Moreover, Mr. Rapisardi discloses that in the wake of the
acquittal of another defendant, the Department of Justice recently
announced that it would not prosecute the Wellman Defendants for
the conduct, which forms the basis for the Debtors and the Other
Settling Plaintiffs' complaint against the Wellman Defendants.
The outcome of the Action as it relates to the Wellman Defendants,
Mr. Rapisardi notes, has become more uncertain and any eventual
recovery associated with the continued pursuit of the Litigation
Claims against the Wellman Defendants may not necessarily justify
the attendant costs and risks associated.

The Debtors are required by the terms of the Settlement Agreement
and Allocation Agreement to keep the actual amounts it receives
pursuant to the Settlement Agreement as well as the Settlement
Agreement itself confidential.  With the Court's permission, the
Debtors will file the Settlement Agreement and the settlement
amount under seal.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 51; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WHITING PETROLEUM: Buying Some Celero Energy Assets for $802 Mil.
-----------------------------------------------------------------
Whiting Petroleum Corporation (NYSE: WLL) entered into two
purchase and sale agreements with Celero Energy, LP, a Midland,
Texas-based privately held Quantum Energy Partners portfolio
company, to acquire the operated interest in two producing oil and
gas fields.  The facilities are located in the Postle field in the
Oklahoma Panhandle and the North Ward Estes field in the Permian
Basin of West Texas.  The separate closings for Postle field and
North Ward Estes field are expected to occur on Aug. 4, 2005, and
Oct. 4, 2005, respectively, subject to standard conditions to
closing.  The effective date of both transactions will be July 1,
2005.

The total purchase price will be approximately $802 million, or
$1.09 per thousand cubic feet equivalent (Mcfe) of estimated
proved reserves.  The purchase and sale agreements provide that
Whiting will pay Celero $343 million in cash at the August closing
and $442 million in cash at the October closing, as well as issue
441,500 shares of Whiting common stock to Celero at the October
closing.  Based on recent trading, this stock has a value of
approximately $17 million.  Whiting will assume Celero's Midland,
Texas office lease and intends to employ as many of the existing
office and field personnel of Celero as possible.

Total proved reserves for the properties to be acquired are
estimated at 734 billion cubic feet equivalent (Bcfe), as of
July 1, 2005, 94% of which is oil and 43% of which is developed.
The independent engineering firm of Netherland Sewell & Associates
prepared the reserve estimate.  In aggregate, the properties cover
an area of approximately 112,000 net acres.  Upon completion of
the acquisitions, Whiting will operate approximately 95% of the
properties, which produced at an average net daily rate of
approximately 7,510 barrels of oil and 2.8 million cubic feet of
gas, or 47.8 million cubic feet equivalent (MMcfe), during the
first quarter of 2005.  Substantially all of the properties to be
acquired from Celero provide potential for enhanced recovery
(primarily waterflooding and CO2 injection), as well as reserve
growth associated with development and exploratory drilling.

The Postle field, located in Texas County, Oklahoma, includes five
producing units and one lease covering a total of approximately
25,600 gross acres or 24,223 net acres.  Working interests range
from 94% to 100%. There are currently 88 producers and 78
injection wells in the field which, during the first quarter of
2005, produced at an average net daily rate of approximately 4,350
barrels of oil (including natural gas liquids or NGLs) and 400
thousand cubic feet (Mcf) of gas.  Expansion projects are under
way, with two drilling rigs and six workover rigs currently
working in the field.

The North Ward Estes field includes six base leases with 100%
working interests in approximately 58,000 gross and net acres
located in Ward and Winkler counties, Texas.  Upon closing,
Whiting will operate all of these properties, which currently
contain 523 producing wells and 149 injection wells. Including
production from the interests in certain other fields to be
acquired at the October closing, these properties were producing
at an average net daily rate of approximately 3,160 barrels of oil
(including NGLs) and 2.4 million cubic feet (MMcf) of gas during
the first quarter of 2005.  Four drilling rigs and 12 workover
rigs are currently active in the North Ward Estes field.

Interests in certain other fields encompassing approximately
30,000 net acres will be included in the October closing.  These
other fields encompass 650 additional wells (both producing and
injection wells) throughout the Permian Basin. Two workover rigs
are currently working on these properties.

"This acquisition reflects our strategy of adding quality long-
lived reserves at attractive prices," James J. Volker, Chairman,
President and Chief Executive Officer of Whiting Petroleum, said.
"The purchase fits our plan to grow our asset base through
acquisition and subsequent development of producing oil and gas
properties.  After both transactions have closed, Whiting expects
its total estimated reserves to be approximately 85% greater than
its December 31, 2004 reserves.  We believe the fields contained
in the acquisition are an excellent fit within our Permian Basin
and Mid-Continent core areas.  From July 2005 through 2006, we
expect to invest approximately $197 million in the further
development of these fields.  Based on our independent engineering
and our planned future development costs, annual production from
the properties acquired from Celero is expected to rise
approximately 40% in 2006 over the annualized rate forecast for
the second half of 2005."

Merrill Lynch & Co. has provided a fairness opinion to Whiting in
connection with the proposed acquisition of the properties.
Whiting has also received a firm commitment from JPMorgan Chase
Bank, N.A. (JPMorgan) to increase the borrowing base under its
credit facility from $550 million to $850 million.  The Company
intends to finance the cash portion of the purchase price with
bank debt from this credit facility and expects to have a debt-to-
total-capitalization ratio of 63% immediately following the second
closing.  Using its net cash provided by operating activities, net
of planned capital expenditures, Whiting believes it could reduce
its bank debt by approximately 67% and return its debt-to-total-
capitalization ratio to less than 40% within 24 months.

Whiting has hedged approximately 55% of the current proved
developed producing oil production from the Celero properties
through 2008, using costless collars with floors of $48 to $50 per
barrel and ceilings of approximately $70 to $77 per barrel.

Whiting Petroleum Corporation -- http://www.whiting.com/-- is a
growing energy company based in Denver, Colorado.  Whiting
Petroleum Corporation is a holding company engaged in oil and
natural gas acquisition, exploitation, exploration and production
activities primarily in the Rocky Mountain, Permian Basin, Gulf
Coast, Michigan and Mid-Continent regions of the United States.
The Company trades publicly under the symbol WLL on the New York
Stock Exchange.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 19, 2005,
Moody's Investors Service assigned a B2 rating to Whiting
Petroleum's $220 million of eight year senior subordinated notes.
Moody's also affirmed Whiting's Ba3 senior implied rating and
existing B2 senior subordinated note rating.  Whiting's liquidity
rating is SGL-2.  Moody's said the rating outlook is stable.  Note
proceeds will be used to term out Whiting's existing $215 million
of secured bank debt.


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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