TCR_Public/060511.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, May 11, 2006, Vol. 10, No. 111

                             Headlines

AAMES INVESTMENT: Moody's Junks Rating on Class B Tranches
ACANDS INC: U.S. Trustee Wants Kenesis Settlement Pact Approved
ADELPHIA COMMS: Mulls Sale of 374,632 of Jones Media Shares
ADELPHIA COMMS: W.R. Huff Wants to Conduct Rule 2004 Probe
ADELPHIA COMMS: Wants to Establish Claims Estimation Protocol

ACE SECURITIES: S&P Junks Rating on Class B Series 2004-HE1 Certs.
AMERICAN BUSINESS: Greenwich to Conduct Asset Sale on June 15
ASARCO LLC: Court Approves Realignment of Representation in Suit
ASARCO: Taps Alvarez & Marsal as Financial & Turnaround Advisor
AZTAR CORP: Bid War Continues as Columbia Ups Bid to $53 Per Share

BAHRAM TABATABAI: Voluntary Chapter 11 Case Summary
BANCREDIT CAYMAN: Chapter 15 Petition Summary
BIANCA PASTA: Case Summary & 14 Largest Unsecured Creditors
BRAND SERVICES: Tenders Offer for $150 Mil. 12% Sr. Sub. Notes
CATALINA CDO: Moody's Holds Ratings on $5 Mil. Notes & May Upgrade

CHARTER COMM: Incurs $806 Million Net Loss in Full Year 2005
CINRAM INT'L: Income Trust Conversion Cues S&P to Lower Rating
COLLINS & AIKMAN: Tri-Way Wants to Recover Molds
COMM 2001-J1: Fitch Holds BB+ Rating on $11.7 Mil. Class J Certs.
CRESCENT JEWELERS: Files Chapter 11 Plan & Disclosure Statement

CRESCENT JEWELERS: Harbinger Asks Court to Appoint Examiner
CRESCENT JEWELERS: Allows Panel to Sue Harbinger & Friedman's
CUMMINS INC: Moody's Raises Preferred Stock Rating to Ba1
DANA CORP: Courts Gives Interim Decision on Stock & Debt Trading
DANA CORP: Wants to Walk Away from 10 Equipment & Property Leases

DANA CORP: U.S. Trustee Wants FTI's Retention Denied
DAVID SCHWARCZ: Case Summary & 19 Largest Unsecured Creditors
DIGITAL LIGHTWAVE: Grant Thornton Raises Going Concern Doubt
EASY GARDENER: Wants to Continue Using Cash Management System
EDUCATION MANAGEMENT: Moody's Junks Rating on $440 Mil. Sr. Notes

EL POLLO: Planned $135 Million IPO Prompts S&P's Positive Watch
ENERGY AND ENGINE: Involuntary Chapter 11 Case Summary
ENRON CORP: Inks Credit Suisse Settlement on MegaClaims Litigation
FEDERAL-MOGUL: Plan Proponents Want Mt. McKinley Discovery Stayed
GATEHOUSE MEDIA: Acquisitions Prompt S&P's Negative Outlook

GEORGIA GULF: Fitch Holds BB Sr. Note and Issuer Default Ratings
GLACIER FUNDING: Fitch Holds BB+ Rating on $2.9MM Class D Notes
GLOBAL HOME: Gets Final Court Order for Cash Collateral Use
GMAC COMMERCIAL: Fitch Holds Low-B Ratings on Four Cert. Classes
HOLLINGER INC: Reports $43.2 Mil. of Cash on Hand as of April 28

IMMUNE RESPONSE: Losses Prompt Levitz Zacks' Going Concern Doubt
INTEGRATED ELECTRICAL: Posts $27.4MM of Net Loss in Second Quarter
J. RAY: Moody's Rates Proposed $500 Million Senior Loan at B1
J. RAY: S&P Rates Proposed $500 Million Credit Facilities at B+
JACOBS ENTERTAINMENT: S&P Rates Proposed $100 Mil. Sr. Loan at B+

JP MORGAN: Fitch Lifts Rating on $7.8 Mil. Class G Certs. to BBB-
KNIGHT II FUNDING: Moody's Puts $26.5MM Notes' B2 Rating on Watch
KNOLOGY INC: Moody's Lifts Ratings and Says Outlook is Positive
MERRILL LYNCH: S&P Puts Low-B Ratings on $40.5 Million Certs.
MESA GLOBAL: S&P Junks Rating on Class B-2 Certificates

MESA TRUST: S&P Lowers Rating on Class M-2 Certificates to B
MIRANT CORP: Creditors Committee Wants Fee Bonuses Denied
MIRANT CORP: Plan Trustees Ask Court for Compensation
MUTUAL SAVINGS FIRE: A.M. Best Says Financial Strength is Marginal
NATIONAL CENTURY: Ohio Dist. Court Issues Judgment on Gibson Suit

NATIONAL CONVERTING: Case Summary & 20 Largest Unsecured Creditors
NEVADA POWER: Fitch May Place BB+ Rating on $250MM Mortgage Notes
NORTEL NETWORKS: Inks Agreement with Lenders to Waive Defaults
OWENS CORNING: Bondholder Reps. Report on Recent Activities
OWENS CORNING: Inks Creditor Agreement on Plan of Reorganization

OWENS-BROCKWAY: Moody's Rates Proposed $1.5 Bil. Facilities at B1
OWENS-BROCKWAY: S&P Puts Recovery Rating on BB- Rated Notes at '2'
OWENS-ILLINOIS: S&P Rates Proposed $1.5 Billion Senior Loan at BB-
PAETEC COMMS: Moody's Places Low-B Ratings on $390 Million Loans
RAINIER CBO: S&P Puts Class B-2 Certs' Junk Rating on Pos. Watch

REYNALDO'S MEXICAN: Case Summary & 20 Largest Unsecured Creditors
SACO I TRUST: Moody's Puts Low-B Ratings on Two Class Certificates
SANDISK CORP: S&P Rates Proposed $1 Billion Senior Notes at BB-
SIERRA HEALTH: Fitch Upgrades Sr. Debt Ratings to BBB- from BB+
SILICON GRAPHICS: Receives Court Approval of First Day Motions

SOLUTIA: Flexsys America Says Disclosure Statement is Inadequate
SOLUTIA INC: Has Until August 3 to Remove State Court Actions
SOLUTIA INC: Has Until October 31 to Make Lease-Related Decisions
STRUCTURED ASSET: Moody's Puts Low-B Ratings on Two Class Certs.
SUMMIT CBO: Moody's Puts $232 Million Notes' B2 Rating on Watch

SYNAGRO TECH: Launches Public Offering for 17 Mil. of Common Stock
TRANSDIGM GROUP: Fitch Junks Senior Unsecured Loan Rating
UNITY VIRGINIA: Voluntary Chapter 11 Case Summary
UNIVERSITY HEIGHTS: Judge Littlefield Dismisses Chapter 11 Case
US AIRWAYS: Allows Five Plaintiffs to Pursue Pending Litigation

US AIRWAYS: Board Approves Officer Indemnification Agreements
US AIRWAYS: To Hold Annual Stockholders Meeting on May 17
USG CORP: Wants Nassau County's $29.5 Million Claim Disallowed
VENTAS INC: Initiates Reset Right Process on Kindred Leases
WASHINGTON MUTUAL: Moody's Puts Low-B Ratings on Two Cert. Classes

WHITING PETROLEUM: Credit Measures Prompts S&P's Positive Watch
WILLIAMS PARTNERS: S&P Rates Proposed $150 Mil. Sr. Notes at BB-
WINN-DIXIE: Court Allows Deloitte to Render Accounting Services
WINN-DIXIE: Wants to Assume Modified JEA Electrical Service Pacts

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

AAMES INVESTMENT: Moody's Junks Rating on Class B Tranches
----------------------------------------------------------
Moody's Investors Service downgraded eight tranches backed by
Aames collateral from 2001 and 2002 and placed two additional
tranches on review for possible downgrade.  The tranches being
downgraded were issued out of Aames' 2001-3 and 2002-1 mortgage
securitizations as well as four transactions issued by Morgan
Stanley in 2002.  In addition, Moody's has also upgraded one
tranche from Aames' 2002-2 transaction.  The underlying collateral
in each deal consists of subprime residential mortgage loans.

These actions are being taken based on higher than anticipated
severities on liquidated loans, an accelerating pace of losses, as
well as an accompanying deterioration of credit enhancement, some
of which can be attributed to passing performance triggers.  The
collateral backing the tranche being upgraded has experienced low
levels of cumulative loss and a generally slow pace of losses
relative to similar transactions.

Complete rating actions are:

Issuer: Aames Mortgage Trust 2001-3

    * Class M-1, Currently Aa2, on review for possible downgrade;

    * Class M-2, Downgraded to B2, Previously Ba3;

    * Class B, Downgraded to Caa3, Previously B3.

Issuer: Aames Mortgage Trust 2002-1

    * Class M-2, Downgraded to Baa1, Previously A2;

    * Class B, Downgraded to B1, Previously Baa2.


Issuer: Aames Mortgage Trust 2002-2

    * Class M-1, Upgraded to Aaa, Previously Aa2.


Issuer: Morgan Stanley Dean Witter Capital I Inc. Trust 2002-AM1

    * Class B-1, Downgraded to Ba2, Previously Baa3.


Issuer: Morgan Stanley Dean Witter Capital I Inc. Trust 2002-AM2

    * Class B-1, Downgraded to B2, Previously Baa3.


Issuer: Morgan Stanley Dean Witter Capital I Inc. Trust 2002-AM3

    * Class B-2, Downgraded to B1, Previously Baa3.


Issuer: Morgan Stanley Dean Witter Capital I Inc. Trust 2002-HE2

    * Class B-1, Currently Baa2, on review for possible downgrade;

    * Class B-2, Downgraded to Ba3, Previously Baa3.


ACANDS INC: U.S. Trustee Wants Kenesis Settlement Pact Approved
---------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, asks the
U.S. Bankruptcy Court for the District of Delaware to approve a
settlement agreement she executed with Kenesis Group, LLC.

The settlement agreement, among other things, resolves issues
related to ACandS, Inc.'s employment of Kenesis prior to filing
for bankruptcy and the Court's order denying Kenesis' retention in
the Debtor's bankruptcy case.  The Court had ruled that funds paid
to Kenesis prior to Sept. 16, 2002, were earned by Kenesis
postpetition.

                 Kenesis' Pre-Bankruptcy Employment

Prior to their bankruptcy filing, the Debtor hired Kenesis to
assist in the sorting and processing of their asbestos settlement
packets.  Under their prepetition contract, the Debtor provided
$500,000 bi-weekly payments to Kenesis for three months.  The
Debtor asked the Court for permission to continue employing
Kenesis while under Chapter 11 protection.

On Aug. 25, 2003, the Court denied the Debtor's request to employ
Kenesis citing violations by Kenesis under Sections 327(a) and
504(a) of the Bankruptcy Code.  The Court required Kenesis to
disgorge approximately $2.4 million in payments.  Kenesis filed an
Emergency Request for Stay Pending Appeal with the District Court.  
The District Court granted the relief requested by Kenesis.

                    U.S. Trustee Negotiations

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

The negotiations resulted in settlement documents that encompassed
the terms for a Global Settlement of the cases in Region 3, with a
specific provision for payments to three bankruptcy estates --
AcandS, Federal-Mogul Global, Inc., and T&N Limited et al.   Ms.
Stapleton said the settlement agreement will resolve Kenesis'
difficult, potentially costly and time-consuming litigation.

The salient terms of the settlement agreement, in relation to the
Debtor are:

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

   (b) Acknowledgment of Amended and Good Faith Disclosures.
       Kenesis accepts that all disclosures made in any case in
       which it was retained in Region 3 were made in good faith.
       The Trustee reserves her rights to assert any position she
       deems appropriate if she determines that any of Kenesis'
       disclosures were not made in good faith.

   (c) Approval of Settlement Agreement Contingent Upon Orders
       Entered in the Settled Cases.  The Global Settlement is
       contingent upon entry of final non-appealable orders being
       entered in each of the Settled Cases.  Failure to obtain
       a final non-appealable order in each of the Settled Cases
       voids the settlement agreement.

   (d) Monetary Settlement Terms.  Kenesis agrees to pay a total
       of $1,530,000 of which $1,103,970 is to be paid to AcandS'
       estate:

       (1) Within three days of the Order approving the settlement
           agreement becoming final and non-appealable, Kenesis
           will pay $1,200,000, of which $865,800 will be paid to
           ACandS;

       (2) Beginning the first day of the first month following
           Order approving the settlement agreement becoming final
           And non-appealable and continuing for a total of five
           months, Kenesis will pay $50,000 per month, of which
           $36,090 will be paid to ACandS each month;

       (3) Thereafter, for four months, Kenesis will pay $20,000
           per month, of which $14,430 will be paid to ACandS each
           month.

   (e) Disgorgement Order and Stay Order.  The proposed order
       approving the settlement agreement will state that as a
       condition of the settlement agreement being approved, the
       Court will enter an Order vacating the Disgorgement Order
       upon the dismissal of the Appeal.

   (f) Limitation on the Trustee Claims.  Subject to approval of
       the settlement agreement, and any disclosures filed with
       the Court by Kenesis or representations made by Kenesis
       during settlement negotiations or otherwise having been
       made in good faith, the Trustee agrees that she will not
       assert, at any time, any claim or demand at law or in
       equity or any cause of action of any kind and nature
       whatsoever against Kenesis (including, but not limited to,
       any objection to the approval of any fee applications or to
       the retention of Kenesis), occurring or arising from the
       beginning of time until execution of the settlement
       agreement, arising from or related to the Claims, the
       assertion of the necessity of retention of Kenesis under
       Section 327 of the Bankruptcy Code, or to payment for
       services provided by Kenesis for which it has filed a fee
       application (and the objection deadline having expired) or
       has been paid by any debtor with a case docketed in Region
       3 whether paid by a debtor or by any third party.

Headquartered in Lancaster, Pennsylvania, ACandS, Inc., was an
insulation contracting company, primarily engaged in the
installation of thermal and mechanical insulation.  In later
years, the Debtor also performed a significant amount of asbestos
abatement and other environmental remediation work.  The Company
filed for chapter 11 protection on September 16, 2002,
(Bankr. Del. Case No. 02-12687).  Laura Davis Jones, Esq., at
Pachulski Stang Ziehl Young Jones & Weintraub, P.C., represents
the Debtor in its restructuring efforts.  Kathleen Campbell Davis,
Esq., and Marla Rosoff Eskin, Esq., at Campbell & Levine, LLC,
represent the Official Committee of Asbestos Personal Injury
Claimants.  When the Company filed for protection from its
creditors, it estimated debts and assets of over $100 million.

                    Chapter 11 Plan Update

As previously reported, Judge Fitzgerald approved the adequacy
of the Debtor's Amended Disclosure Statement explaining their
proposed Plan of Reorganization on Oct. 3, 2003.  On Jan. 26,
2004, Judge Fitzgerald entered Proposed Findings of Fact and
Conclusions of Law Re Chapter 11 Plan Confirmation (Doc. 979),
recommending that the U.S. District Court deny confirmation
of the Debtor's Plan.  On Feb. 5, 2004, the Debtor and the
Official Committee of Asbestos Personal Injury Claimants jointly
filed with the District Court an objection to the Bankruptcy
Court's Proposed Findings.  In that filing, the Debtor and the
Committee asked the District Court to reject the Bankruptcy
Court's Findings and Conclusions and confirm the proposed
chapter 11 plan.


ADELPHIA COMMS: Mulls Sale of 374,632 of Jones Media Shares
-----------------------------------------------------------
Adelphia Communications Corporation relates that it currently
owns 374,632 Class A shares of common stock of Jones Media
Networks, Ltd.  The Stock represents a minority interest equal to
approximately 2.7% of the outstanding capital stock of Jones,
calculated on a fully diluted basis assuming conversion of all
outstanding preferred stock that are restricted shares which are
not publicly traded.

Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher, in New York,
tells the Court that ACOM has determined to sell the Stock
because:

    -- it will realize a greater financial recovery by selling the
       Stock than by retaining it;

    -- the price being offered for the Stock represents an
       attractive recovery;

    -- the Stock is not a core asset; and

    -- the Stock is not an asset being sold pursuant to the
       ACOM Debtors' asset purchase agreements with Time Warner NY
       Cable LLC and Comcast Corporation.

ACOM has determined to sell the Stock back to Jones or its
affiliates, because Jones has agreed to purchase the Stock for
$5.155 per share.

Although no public market exists for the Stock, ACOM has
determined that the price of $5.155 per share is a fair price.
Mr. Shalhoub notes that:

    -- Jones' other minority holders recently have sold or are
       contemplating selling their shares of the Stock at $5.155
       per share;

    -- the Stock is restricted stock and relatively illiquid, with
       no public market for the shares; and

    -- ACOM's analysis of Jones' EBITDA with respect to the price
       to be paid for the Stock reflects an attractive multiple.

The consideration to be paid for the stock is $1,929,354, in the
aggregate, Mr. Shalhoub tells the Court.

ACOM assures the Court that if it receives any additional
expressions of interest or offers for the Stock that it
determines to be higher or better than Jones' offer, an auction
for the Stock may be conducted.  In the event an Auction is held,
ACOM will seek to establish bid procedures to govern the Auction
and set minimum bid increments of $100,000.

Based in Coudersport, Pa., Adelphia Communications Corporation --
http://www.adelphia.com/-- 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.  PricewaterhouseCoopers serves as the Debtors'
financial advisor.  Kasowitz, Benson, Torres & Friedman, LLP, and
Klee, Tuchin, Bogdanoff & Stern LLP represent the Official
Committee of Unsecured Creditors.  (Adelphia Bankruptcy News,
Issue No. 131; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: W.R. Huff Wants to Conduct Rule 2004 Probe
----------------------------------------------------------
Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, W.R. Huff Asset Management Co., LLC, asks the U.S.
Bankruptcy Court for the Southern District of New York to direct
depositions of and the production of documents from:

    1. * Highfield Capital Management LP,
       * Tudor Investment Corporation,
       * Aurelius Capital Management, LP,
       * Chesapeake Partners L.P.,
       * Elliot Associates, L.P.,
       * Farallon Capital Management L.L.C.,
       * Fortress Investment Group LLC,
       * Noonday Asset Management, L.P.,
       * OZ Management L.L.C.,
       * Perry Capital, L.L.C., and
       * Satellite Asset Management, L.P.

    2. Hennigan Bennett & Dorman, including Bruce Bennett, the
       financial advisors to the Ad Hoc Committee of ACC
       Noteholders.

Eleven senior noteholders led by Highfield Capital Management
sent a letter to Adelphia Communications Corporation's Board of
Directors criticizing the Modified Fourth Amended Plan of
Reorganization:

       * Highfield Capital Management LP,
       * Tudor Investment Corporation,
       * Aurelius Capital Management, LP,
       * Chesapeake Partners L.P.,
       * Elliot Associates, L.P.,
       * Farallon Capital Management L.L.C.,
       * Fortress Investment Group LLC,
       * Noonday Asset Management, L.P.,
       * OZ Management L.L.C.,
       * Perry Capital, L.L.C., and
       * Satellite Asset Management, L.P.

Highfield, et al., collectively own $1.64 billion face amount of
senior notes issued by Adelphia Communications Corporation, and
are members of the Ad Hoc Committee of ACC Senior Note Holders.

The noteholders notified the Board that they will vote against
the intercreditor settlement included in the Modified Plan.
"Your idea of a settlement would have the ACC creditors gift $1.4
billion to Arahova and FrontierVision Holdco bondholders.  This
does not pass the straight-face test and runs afoul of the
neutrality which the Court has mandated and to which the debtors
pay lip service."

A full-text copy of the Letter obtained from the Wall Street
Journal Web site is available for free at:

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

The ACC Noteholder Letter was forwarded to Peter Grant of The
Wall Street Journal and thus, certain of the statements in the
Letter were published by The Wall Street Journal in an April 19
article.

W.R. Huff believes that the dissemination of the ACC Noteholder
Letter to the Journal and any other party to the ACOM Debtors'
Chapter 11 Cases:

    -- is an attempt to manipulate the market and a clear
       violation of Section 1125(b) of the Bankruptcy Code
       prohibiting the solicitation of acceptances or rejections
       of a plan before a court-approved disclosure statement; and

    -- provides grounds to:

       * designate the votes of the responsible parties under
         Section 1126(e),

       * subordinate those parties' claims pursuant to Section
         510(c) of the Bankruptcy Code, and

       * impose sanctions.

Bonnie Steingart, Esq., at Fried, Frank, Harris, Shriver &
Jacobson LLP, in New York, contends that the limited information
sought by W.R. Huff is essential to its ability to:

    -- investigate the unlawful solicitation of votes before the
       Court could approve a supplemental disclosure statement,
       and

    -- determine whether the responsible parties had any other
       improper motivations.

W.R. Huff wants the 11 Senior Noteholders and Hennigan Bennett to
present the most knowledgeable person for deposition and produce
all documents relating to:

    a. the contents of the ACC Noteholder Letter;

    b. the purpose and intent underlying the creation and
       dissemination of the Letter;

    c. the identity of all recipients of the ACC Noteholder Letter
       and all its drafts, regardless of the manner or method in
       which it was received; and

    d. the parties responsible for distributing the ACC Noteholder
       Letter to The Wall Street Journal and any other party.

Based in Coudersport, Pa., Adelphia Communications Corporation --
http://www.adelphia.com/-- 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.  PricewaterhouseCoopers serves as the Debtors'
financial advisor.  Kasowitz, Benson, Torres & Friedman, LLP, and
Klee, Tuchin, Bogdanoff & Stern LLP represent the Official
Committee of Unsecured Creditors.  (Adelphia Bankruptcy News,
Issue No. 129; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Wants to Establish Claims Estimation Protocol
-------------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York to
establish a process for streamlining the estimation of five of the
largest Disputed Claims for purposes of calculating and making
initial distributions in the applicable classes.

Specifically, the ACOM Debtors seek to establish supplemental
procedures to estimate the claims filed by:

    1. David M. Downey and Across Media Networks, LLC,
    2. Global Cable, Inc.,
    3. Gerald Dibbern, et al.,
    4. Verizon Media Ventures, and
    5. Tele-Guia Talking Yellow Pages, Inc.

The face amount of each of the Disputed Claims and the cap
proposed by the ACOM Debtors are:

                                                Proposed Capped
   Claimant       Claim No.    Claim Amount   Distribution Amount
   --------       ---------    ------------   -------------------
   Across Media      717500    unliquidated                   $0
   Mr. Downey        709500    unliquidated                    -
   Global Cable      427600     $34,200,000            1,000,000
   Mr. Dibbern      1311100   3,308,344,000              500,000
   Mr. Dibbern         2100    unliquidated                    -
   Mr. Dibbern      1311000   3,308,344,000                    -
   Mr. Dibbern      1311200     954,154,080                    -
   Mr. Dibbern      1310900     417,442,410                    -
   Verizon Media    1638000      26,107,262           15,000,000
   Verizon Media    1638100      87,567,978           15,000,000
   Tele-Guia        1554100      50,000,000            5,000,000

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, in New
York, asserts that estimating the remaining Disputed Claims in
accordance with Section 502(c) of the Bankruptcy Code will
facilitate distributions to holders of Allowed Claims in classes
containing Disputed Claims and ensure that the ACOM Debtors will
set aside sufficient reserves to pay the holders of large
Disputed Claims if and when their claims are allowed.

To facilitate the estimation of the Disputed Claims before the
Effective Date, the ACOM Debtors propose these supplemental
deadlines and procedures:

    A. Estimation Request

       1. Within three business days after the Court approves the
          ACOM Debtors' claims estimation procedure supplement,
          they will file requests to estimate each of the Claims,
          stating:

          -- their proposed maximum limitation on the allowed
             amount of the Claims;

          -- the legal and factual bases for their estimate;

          -- the basis for meeting the requirements of Section
             502(c);

          -- their response to the previously filed objections by
             the holders of the Claims; and

          -- the time and date of estimation hearing for the
             Claims.

       2. The previously filed Objections in response to the
          previous estimation notices will serve as responses for
          the purpose of conducting the Estimation Hearing and the
          Claimants need not file another response to the
          Estimation Request.

       3. If a Claimant desires to file a supplemental objection,
          it must do so within five business days or receipt of
          service of the ACOM Debtors' Estimation Requests.

       4. The Claimant and the ACOM Debtors may ask for documents
          and depositions.

    B. Estimation Hearing

       1. Each Estimation Hearing will occur no earlier than 40
          days after date of service of the Supplemental
          Procedures Order.

       2. After each Estimation Hearing, the Court will estimate
          the Claims and Counterclaims for all purposes, including
          distribution under the Modified Plan, by entering an
          order establishing a maximum limitation on the Allowed
          amount of each of the Claims for purposes of calculating
          and making initial distributions in the applicable
          classes.

Accordingly, the ACOM Debtors ask the Court to approve their
request.

The ACOM Debtors ask the Court to schedule a hearing on their
request on a shortened notice.

Brian E. O'Connor, Esq., at Willkie Farr & Gallagher LLP, in New
York, explains that the ACOM Debtors need sufficient time to
obtain approval of the supplemental procedures and prepare for
the Estimation Hearings.  Mr. O'Connor adds that the Estimation
Hearings must be held before the Effective Date without any
possible prejudice to the holders of the Claims.

Based in Coudersport, Pa., Adelphia Communications Corporation --
http://www.adelphia.com/-- 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.  PricewaterhouseCoopers serves as the Debtors'
financial advisor.  Kasowitz, Benson, Torres & Friedman, LLP, and
Klee, Tuchin, Bogdanoff & Stern LLP represent the Official
Committee of Unsecured Creditors.  (Adelphia Bankruptcy News,
Issue No. 130; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ACE SECURITIES: S&P Junks Rating on Class B Series 2004-HE1 Certs.
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B
from Ace Securities Corp. Home Equity Loan Trust Series 2004-HE1
to 'CCC' from 'BB'.  At the same time, the rating on class M-6 is
placed on CreditWatch with negative implications.  Additionally,
the remaining publicly rated classes from this transaction are
affirmed.

The downgrade reflects weak actual and projected credit support
percentages that are lower than the levels necessary to maintain
the prior rating.  For the past year, excess interest has been
insufficient to cover realized losses.  Average monthly losses for
the past 12 months were $488,513, 14.64% higher than the average
monthly excess interest of $426,135 generated during the period.  
The transaction is below its overcollateralization target, and the
current overcollateralization deficiency is $1,757,196.

The class M-6 rating is placed on CreditWatch negative because we
expect additional projected losses to result from high
delinquencies.  As of the April 2006 distribution date, total
delinquencies were 23.13%, with 16.05% categorized as seriously
delinquent (90-plus days, foreclosure, and REO).

Standard & Poor's will continue to closely monitor the performance
of this transaction.  S&P may downgrade class M-6 if the
delinquent loans translate into realized losses, depending on the
size of the losses and the amount of credit support remaining. In
contrast, if delinquencies improve and do not cause significant
additional realized losses, S&P may affirm the rating and remove
it from CreditWatch.

The rating affirmations reflect loss coverage percentages that
meet or exceed the levels necessary to maintain the current
ratings.  This transaction benefits from credit enhancement
provided by subordination, overcollateralization, and excess
spread.

As of the April 2006 remittance date, cumulative losses, as a
percentage of the original trust balance, were 2.03%.  The
outstanding pool balance of this transaction is 28.96% of its
original size.

The collateral for this transaction consists of loans secured by
first liens on one- to four-family residential properties.

                       Rating Lowered
                       --------------

                      Ace Securities Corp.
            Home Equity Loan Trust Series 2004-HE1

                                Rating
                                ------
              Class     To                 From
              -----     --                 ----
              B         CCC                BB

            Rating Placed on Creditwatch Negative
            -------------------------------------

                      Ace Securities Corp.
            Home Equity Loan Trust Series 2004-HE1

                                Rating
                                ------
              Class     To                 From
              -----     --                 ----
              M-6       BBB-/Watch Neg     BBB-

                       Ratings Affirmed
                       ----------------

                      Ace Securities Corp.
            Home Equity Loan Trust Series 2004-HE1

                    Class          Rating
                    -----          ------
                    A-1, A-3       AAA
                    M-1, M-2       AA
                    M-3            A
                    M-4            A-
                    M-5            BBB+


AMERICAN BUSINESS: Greenwich to Conduct Asset Sale on June 15
-------------------------------------------------------------
Greenwich Capital Financial Products, Inc. will hold a sale of
American Business Financial Services, Inc. and its affiliates'
assets at 11:00 a.m., on June 15, 2006, at the offices of Kirkland
& Ellis, 153 East 53rd Street, Suite 5000 in New York, New York.

Greenwich Capital is the administrative agent under a debtor-in-
possession loan and security agreement dated Feb. 22, 2005,
between the Debtors and certain of its lenders.  The sale includes
a portion of the collateral held under the loan agreement.  

The assets up for sale consist of residual interests in 13 ABFS
securitization trusts that own approximately $360 million of
performing and non-performing sub-prime mortgage loans and real
estate owned properties, together with certain rights of ABFS to
effect the early termination of the securitization trusts and to
buy defaulted loans from the trusts.  

Due-diligence materials and sale procedures, including
instructions regarding indicative and final bids to be made before
the public sale, will be made available to qualified and
registered bidders.  For more information, interested parties may
contact the sale advisor:

   Sean Hundtofte
   Obsidian Finance Group, LLC
   Tel. No.: (503) 245-8800
   shundtofte@obsidianfinance.com

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., together with its subsidiaries, is a
financial services organization operating mainly in the eastern
and central portions of the United States and California.  The
Company originates, sells and services home mortgage loans through
its principal direct and indirect subsidiaries.  The Company,
along with four of its subsidiaries, filed for chapter 11
protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-10203),
and the Bankruptcy Court converted the cases to a chapter 7
liquidation on May 17, 2005.  Bonnie Glantz Fatell, Esq., at Blank
Rome LLP represents the Debtors.  When the Company filed for
protection from its creditors, it listed $1,083,396,000 in total
assets and $1,071,537,000 in total debts.


ASARCO LLC: Court Approves Realignment of Representation in Suit
----------------------------------------------------------------
Judge Schmidt of the U.S. Bankruptcy Court for the Southern
District of Texas in corpus Christi approves the stipulation
between ASARCO LLC, the Asbestos Subsidiary Debtors, the Official
Committee of Unsecured Creditors for the Subsidiary Debtors and
the Future Claims Representative of the Subsidiary Debtors, which
generally provides for the realignment of representation in the
lawsuit filed by ASARCO against the Asbestos Subsidiary Debtors.

As reported in the Troubled Company Reporter on April 4, 2006, the
Debtors, the Subsidiary Committee and the FCR asked the Court to
approve the Stipulation, and its entry in both ASARCO's bankruptcy
case and in the adversary proceeding.

Lac d'Amiante du Quebec Ltee, CAPCO Pipe Company, Inc., Cement
Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ
Canada, Ltd. are direct or indirect wholly owned subsidiaries of
ASARCO LLC.

The Official Committee of Unsecured Creditors of the Subsidiary
Debtors and Robert C. Pate, as Future Claims Representative, ask
the Court to:

    (a) realign the parties in the adversary proceeding to reflect
        that ASARCO is the defendant and the Asbestos Committee
        and the FCR are the plaintiffs;

    (b) grant a trial by jury;

    (c) grant the FCR leave to file an amended complaint adding
        Grupo Mexico, S.A. de C.V., JP Morgan Chase & Company,
        Ernst & Young Corporate Finance, LLC, and Guilliani
        Capital Advisors LLC, as defendants in the proceeding, or
        alternatively, file a separate action; and

    (d) grant the FCR and the Committee authority to prosecute
        additional avoidance and other actions on behalf of the
        Asbestos Subsidiaries' estates.

                         Parties Stipulate

To settle the issues outstanding between them, ASARCO, the
Asbestos Subsidiaries, the Subsidiary Committee, and the Future
Claims Representative engaged in discussions that resulted in a
stipulation.

The stipulation basically provides that the Subsidiary Committee
and the FCR will take responsibility for the representation of
the interests of the Subsidiary Debtors in the lawsuit.

If the Stipulation is approved, the parties to the adversary will
be realigned to reflect that:

    -- the Subsidiary Committee and the FCR, suing on behalf of
       the estates of the Subsidiary Debtors and as the
       representatives of the creditors of the Subsidiary Debtors,
       are the plaintiffs with the right to prosecute certain
       claims of the Subsidiary Debtors against ASARCO; and

    -- ASARCO will be a defendant.

The Subsidiary Committee and the Future Claims Representative
will file an amended complaint that realigns the parties.

The Subsidiary Committee and the FCR will:

    (a) prosecute the amended complaint and all other pleadings;

    (b) conduct all pre-trial motion practice and discovery;

    (c) prepare all pre-trial order, joint trial statements, and
        other matters required by the Court;

    (e) add any other defendants and prosecute claims against
        those defendants;

    (f) conduct the trial of the adversary proceeding; and

    (g) file and defend any appeal of a final judgment entered in
        the adversary proceeding.

In addition, the stipulation provides that:

    (a) the parties will have independent standing in the
        adversary proceeding and the Chapter 11 Cases, provided
        that the Subsidiary Debtors, their estates, the Subsidiary
        Committee and the FCR do not have allowed claims against
        ASARCO or have standing to prosecute any causes of action
        on behalf of ASARCO or its estate;

    (b) the parties are not required to disclose legally protected
        matters unless the Court orders otherwise.  The
        Stipulation and Agreement does not waive any attorney
        client privileges, work product, joint defense, and other
        privileges of the parties;

    (c) if any privileged information is inadvertently disclosed
        in the adversary proceeding, the information will be
        promptly returned to the party claiming the privilege, and
        that the privileged information will not be used by any
        party unless the Court determines that the privileged
        information was in fact not privileged at the time of its
        disclosure; and

    (d) the Asbestos Subsidiaries will exclusively control their
        privileges and their privileged information.  The
        Subsidiary Committee and the FCR will not have the right
        to waive the privileges of the Asbestos Subsidiaries or
        ASARCO.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,  
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor
in its restructuring efforts.  Lehman Brothers Inc. provides the
ASARCO with financial advisory services and investment banking
services.  Paul M. Singer, Esq., James C. McCarroll, Esq., and
Derek J. Baker, Esq., at Reed Smith LLP give legal advice to
the Official Committee of Unsecured Creditors and David J.
Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ASARCO: Taps Alvarez & Marsal as Financial & Turnaround Advisor
---------------------------------------------------------------
ASARCO LLC seeks authority from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to employ Alvarez &
Marsal LLC as its financial and restructuring advisors, effective
as of April 3, 2006.

As previously reported, ASARCO has sought and obtained the
Court's approval to implement a three-pronged Retention and
Recruitment Plan.  However, the Retention and Recruiting Plan
cannot fill critical vacancies in the short term.  Thus, ASARCO
asserts that it needs to hire a turnaround consulting firm to
fill those vacancies immediately and perform important corporate,
accounting and financial reporting functions.

Jack L. Kinzie, Esq., at Baker Botts LLP, in Dallas, Texas,
relates that ASARCO also needs Alvarez & Marsal's assistance in
developing communication procedures and internal controls, which
have eroded since Grupo Mexico S.A. de C.V. acquired ASARCO.

Alvarez & Marsal will provide consulting services to ASARCO's
Board of Directors under a two-phase program:

   A. Phase I

      * Assist ASARCO in cash flow forecasting, management and
        reporting, business plan analysis and forecasting,
        development of financial, accounting and operational
        information and reports and other business management
        and bankruptcy case administration issues;

      * Evaluate financial, accounting, purchasing and supply
        chain, tax, commercial and other administrative and
        business-management functions and capacity of ASARCO,
        develop a plan to improve ASARCO's administrative and
        business-management functions and capacity; and

      * Present the results to ASARCO's Board of Directors.

   B. Phase II

      * Continue to provide the services described in Phase I and
        implement the plan approved by ASARCO's Board relative to
        Phase I; and

      * Provide other advisory management services as may be
        requested by ASARCO and agreed by Alvarez & Marsal,
        pursuant to an amendment to be executed by the parties
        and approved by the Board.

The Debtors will pay Alvarez & Marsal's services on a hybrid
fixed-fee and hourly-basis compensation structure:

   (a) $150,000, plus reimbursement for expenses, for services in
       Phase I; and

   (b) Customary hourly rates, subject to a 25% discount, for all
       services it will provide after May 4, 2006:

          Professionals               Hourly Rates
          -------------               ------------
          Managing Directors           $475 - $675
          Directors                    $375 - $450
          Associates                   $300 - $350
          Analysts                     $150 - $225

Dean E. Swick, managing director of Alvarez & Marsal LLC, assures
the Court that his firm does not represent any entity having
interests adverse to ASARCO and its estate.  Thus, Alvarez &
Marsal is a "disinterested person" as the term is defined by
Section 101(14) of the Bankruptcy Code.

Mr. Swick discloses that ASARCO will indemnify Alvarez & Marsal
in relation to its services to ASARCO.

                  ASARCO Committee Responds

The Official Committee of Unsecured Creditors of ASARCO LLC
informs the Court that it is still continuing to evaluate and
discuss with ASARCO the employment application of Alvarez &
Marsal.

The ASARCO Committee tells Judge Schmidt that it has not yet
reached a determination as to how to respond to the Alvarez &
Marsal employment application.

Accordingly, the ASARCO Committee asks the Court to delay from
ruling on the employment application until:

   (a) the ASARCO Committee and ASARCO submit a joint proposed
       order on the employment application; or

   (b) a hearing is held.

The ASARCO Committee does not believe that the employment
application is of an emergency nature.  Thus, a modest delay on
its ruling is appropriate to allow the ASARCO Committee time for
further evaluation.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,  
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor
in its restructuring efforts.  Lehman Brothers Inc. provides the
ASARCO with financial advisory services and investment banking
services.  Paul M. Singer, Esq., James C. McCarroll, Esq., and
Derek J. Baker, Esq., at Reed Smith LLP give legal advice to
the Official Committee of Unsecured Creditors and David J.
Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


AZTAR CORP: Bid War Continues as Columbia Ups Bid to $53 Per Share
------------------------------------------------------------------
Aztar Corporation (NYSE: AZR) has received an offer from Wimar
Tahoe Corporation, dba Columbia Entertainment, the gaming
affiliate of Columbia Sussex Corporation, to acquire Aztar in a
merger transaction in which the holders of Aztar common stock
would receive $53.00 per share in cash and the holders of Aztar's
Series B preferred stock would receive a commensurate payment
dictated by the terms of their securities.

Columbia Entertainment's offer stated that its offer will remain
open until 12:00 noon (New York City time) on Wednesday, May 17,
2006 and reserved the right to revoke its offer in the event that
Aztar's Board of Directors does not determine its offer to be a
superior proposal under Aztar's merger agreement with Pinnacle
Entertainment, Inc., and notify Pinnacle of that determination by
10:00 p.m. (New York City time) today, May 11, 2006.

The offer included a signed merger agreement and contemplates a
substantial deposit, payable to Aztar in certain circumstances
(including failure to obtain regulatory approvals), in the event
that an executed merger agreement, if any, is terminated.  The
proposed merger agreement also provides for an increase in the
purchase price at the rate of $0.00871 per share of Aztar common
stock (and a commensurate increase per share of Aztar preferred
stock) per day beginning six months after the signing of the
merger agreement.  Columbia Entertainment also provided a signed
financing commitment letter.

Aztar's Board met tonight to preliminarily consider the offer by
Columbia Entertainment and will continue to consider such offer.
In considering the offer, Aztar's Board will take into account all
relevant factors, including all regulatory matters, the likelihood
that a transaction with Columbia Entertainment would actually be
consummated and the anticipated timing of closing.  Aztar cautions
that there can be no assurance that Aztar's Board will determine
that the offer from Columbia Entertainment constitutes a superior
proposal under Aztar's merger agreement with Pinnacle.

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

As announced on May 5, 2006, Pinnacle and Aztar are party to an
amended merger agreement, under which Pinnacle would acquire all
of the outstanding common shares of Aztar for $51.00 per share,
consisting of $47.00 in cash and $4.00 in Pinnacle common stock,
subject to adjustment.

                     About Aztar Corporation

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

                         *     *     *

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


BAHRAM TABATABAI: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Bahram Tabatabai
        MDA-LA 12200-112 & North 717
        Los Angeles, California 90053

Bankruptcy Case No.: 06-11937

Chapter 11 Petition Date: May 10, 2006

Court: Central District Of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: Miles Archer Woodlief, Esq.
                  775 East Bliethedale Avenue, Suite 514
                  Mill Valley, California 94941
                  Tel: (415) 730-3032
                  Fax: (415) 449-3569

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The debtor does not have any creditors who are not insiders.


BANCREDIT CAYMAN: Chapter 15 Petition Summary
---------------------------------------------
Petitioners: Richard Fogerty and G. James Cleaver
             Joint Official Liquidators
             Kroll (Cayman) Ltd.
             P.O. Box 1102GT
             Bermuda House, 4th Floor
             Cayman Financial Centre
             Grand Cayman
             Cayman Islands, BWI
             Tel: (345) 949-7755
             Fax: (345) 949-7634

Debtor: Bancredit Cayman Ltd.
        c/o Richard Fogerty & G. James Cleaver
        Joint Official Liquidators
        Kroll (Cayman) Ltd.
        P.O. Box 1102GT
        Bermuda House, 4th Floor
        Cayman Financial Centre
        Grand Cayman
        Cayman Islands, BWI
        Tel: (345) 949-7755
        Fax: (345) 949-7634

Case No.: 06-11026

Type of Business: The Debtor is a banking institution.

Chapter 15 Petition Date: May 10, 2006

Court: Southern District of New York (Manhattan)

Petitioner's Counsel: Timothy T. Brock, Esq.
                      Satterlee Stephens Burke & Burke LLP
                      230 Park Avenue
                      New York, New York 10169
                      Tel: (212) 818-9200
                      Fax: (212) 818-9606

Estimated Assets: More than $100 Million

Estimated Debts:  $215 Million


BIANCA PASTA: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Bianca Pasta, Inc.
        800 Alabama Avenue
        Brooklyn, New York 11207
        Tel: (718) 625-8568

Bankruptcy Case No.: 06-41495

Type of Business: The Debtor manufactures fresh pasta and
                  other Italian food.

Chapter 11 Petition Date: May 10, 2006

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Clover M. Barrett, Esq.
                  189 Montague Street, Suite 501
                  Brooklyn, New York 11201
                  Tel: (718) 625-8568
                  Fax: (718) 625-6646

Total Assets: $1,155,000

Total Debts:  $1,387,053

Debtor's 14 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
160 7th Avenue Corp.                    $686,296
c/o Tutta Pasta
160 7th Avenue
Brooklyn, NY 11215

Vasap Development Corp.                 $181,105
c/o Vasapolli Cataldo
901 Pine Street
Brooklyn, NY 11208

Wachovia Bank, N.A.                     $144,841
190 River Road
Summit, NJ 07901

Gold Pasta                               $74,140

Agnelli Machine SRL                      $60,000

Fortunato Dinatale                       $57,566

Silver Pasta                             $33,746

Keyspan                                  $19,709

Con Edison                               $18,232

Good Hope International Beverages        $11,610

Wachovia Bank, N.A.                       $8,952

M&T Credit Services, LLC                  $8,943

Freeman & Davis, LLP                      $6,639

Certified Laboratories, Inc.              $4,273


BRAND SERVICES: Tenders Offer for $150 Mil. 12% Sr. Sub. Notes
--------------------------------------------------------------
Brand Services, Inc. commenced a cash tender offer to purchase any
and all of its $150,000,000 aggregate principal amount of
outstanding 12% Senior Subordinated Notes due 2012.  In connection
with the tender offer, the Company is soliciting consents to,
among other things, eliminate substantially all of the restrictive
covenants and certain events of default contained in the indenture
governing the notes. The tender offer and the consent solicitation
are being made upon the terms and subject to the conditions set
forth in the offer to purchase and consent solicitation statement
and the related letter of transmittal, each dated May 9, 2006.

The tender offer is scheduled to expire at 5:00 p.m., New York
City time, on June 7, 2006, unless extended.  The total
consideration for each $1,000 aggregate principal amount of notes
accepted for payment, and for the related consents, will be the
present value on the applicable payment date of future cash flows
up to and including October 15, 2007, based on the assumption that
the notes will be redeemed at a price of $1,060 per $1,000
principal amount on such date, discounted at a rate equal to 62.5
basis points over the yield to maturity on the 4.0% U.S. Treasury
Note due September 30, 2007.  The total consideration for notes
tendered, and for the related consents, if such notes are tendered
on or prior to the consent date of 5:00 p.m., New York City time,
on May 22, 2006, unless such date is extended, and such notes are
accepted for payment by the Company, includes a consent payment of
$30.00 per $1,000 aggregate principal amount of notes.  Holders
who tender notes after the consent date will not receive the
consent payment.  Holders who tender notes that are accepted for
payment and purchased by the Company also will be paid accrued and
unpaid interest up to, but not including, the applicable payment
date.  Tendered notes may not be withdrawn and consents may not be
revoked after the consent date.

The dealer manager and solicitation agent will determine the
actual pricing, based on the foregoing, on May 23, 2006, although
this price determination date may be extended by the Company.  The
Company will publicly announce the pricing information prior to
9:00 a.m., New York City time, on the day following the price
determination date.

The Company expects to pay for any Notes purchased pursuant to the
tender offer and consent solicitation on a date promptly following
the expiration of the tender offer.  The Company may accept and
pay for any Notes at any time after the consent date, in its sole
discretion.

Holders may not tender notes without delivering consents and may
not deliver consents without tendering notes.  The obligation of
the Company to accept for payment and purchase the notes in the
tender offer, and pay for the related consents, is conditioned on,
among other things, the consummation of the Company's proposed
initial public offering and the receipt of consents to the
proposed amendments from the holders of at least a majority of the
aggregate principal amount of outstanding notes, each as described
in more detail in the offer to purchase and consent solicitation
statement.

The Company has retained Credit Suisse Securities (USA) LLC to
serve as the dealer manager and solicitation agent for the tender
offer and the consent solicitation.  Questions regarding the
tender offer and the consent solicitation may be directed to
Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free)
or (212) 538-0652 (collect).  Requests for documents in connection
with the tender offer and the consent solicitation may be directed
to D.F. King & Co., Inc., the information agent for the tender
offer and the consent solicitation, at (800) 949-2583.

                       About Brand Services

Brand Services Inc., sells, rents and services scaffolding
equipment to industrial customers through nearly 50 locations in
the US and Canada.  Companies in the chemical, oil, paper and
petrochemical industries primarily use the scaffolding for
renovation and maintenance projects on non-residential buildings.

                          *   *   *

As reported in the Troubled Company Reporter on June 15, 2005,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Brand Services after the company announced plans
to acquire Canadian scaffolding services and concrete construction
services provider Aluma Enterprises Inc. for about $208 million.
Standard & Poor's also assigned its 'B' senior secured rating and
'2' recovery rating to Brand's $150 million supplemental term loan
and its 'CCC+' senior secured rating and '5' recovery rating to
Brand's $35 million second-lien term loan.  The outlook is
negative.

As reported in the Troubled Company Reporter on June 8, 2005,
Moody's Investors Service lowered the ratings of Brand Services
including its senior implied rating to B2 from B1, the rating on
its first lien senior secured bank credit facility to B2 from B1,
and the rating on its senior subordinated notes to Caa1 from B3.
At the same time, Moody's assigned a rating of B2 to the company's
new first lien senior secured supplemental term loan and a B3 to
its new second lien senior secured term loan.  The ratings outlook
is stable.  The downgrades reflected the company's significant
underperformance since 2003 relative both to Moody's expectations
and to the company's own projections.


CATALINA CDO: Moody's Holds Ratings on $5 Mil. Notes & May Upgrade
------------------------------------------------------------------
Moody's Investors Service placed on watch for possible upgrade the
ratings of the following classes of notes issued by Catalina CDO,
Ltd., a collateralized debt obligation issuer:

    (1) The $34,000,000 Class A-3 Senior Secured Fixed Rate Notes

        Prior Rating: Aa2

        Current Rating: Aa2 (on watch for possible upgrade)


    (2) The $9,000,000 Class B-1 Senior Secured Floating Rate
        Notes

        Prior Rating: Baa2

        Current Rating: Baa2 (on watch for possible upgrade)


    (3) The $10,000,000 Class B-2 Senior Secured Fixed Rate Notes

        Prior Rating: Baa2

        Current Rating: Baa2 (on watch for possible upgrade)


    (4) The $5,000,000 Class C Senior Secured Fixed Rate Notes

        Prior Rating: Ba3

        Current Rating: Ba3 (on watch for possible upgrade)

The rating actions reflect the improvement in the credit quality
of the transaction's underlying collateral portfolio, consisting
primarily of bonds and loans, as well as the ongoing delevering of
the transaction, according to Moody's.


CHARTER COMM: Incurs $806 Million Net Loss in Full Year 2005
------------------------------------------------------------
Charter Communications Holdings, LLC, reported a $806,000,000 net
loss on $5,254,000,000 of revenues for the year ended Dec. 31,
2005.

The company's balance sheet at Dec. 31, 2005, showed
$16,192,000,000 in total assets and $20,754,000,000 in total
liabilities resulting to a total member's deficit of
$4,562,000,000.

The company's balance sheet also showed strained liquidity with
$248,000,000 in total current assets and $1,179,000,000 in total
current liabilities.

A full-text copy of the company's financial statement for the year
ended Dec. 31, 2005 is available at no charge at:

              http://researcharchives.com/t/s?8c9

Charter Communications, Inc. -- http://www.charter.com/-- is a  
broadband communications company providing a full range of
advanced broadband services to homes, including advanced digital
video entertainment programming (Charter Digital(TM)), Charter
High-Speed(TM) Internet access service, and Charter Telephone(TM)
services.  Charter Business(TM) similarly provides scalable,
tailored and cost-effective broadband communications solutions to
business organizations, such as business-to-business Internet
access, data networking, and video and music entertainment
services.  Charter's advertising sales and production services are
sold under the Charter Media(R) brand.

                          *     *     *

Charter Communications' senior unsecured debt carries Moody's Ca
and Fitch's CCC ratings.  The ratings were placed with a stable
outlook on Jan. 15, 2003 and May 2, 2006 respectively.

The Company's long-term local and foreign issuer credits carry
Standard & Poor's CCC+ ratings with a negative outlook.  S&P
assigned the ratings on Aug. 25, 2005.


CINRAM INT'L: Income Trust Conversion Cues S&P to Lower Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on prerecorded multimedia manufacturer Cinram International
Inc. to 'BB-' from 'BB' following the company's announcement that
it had successfully converted into an income trust.  The ratings
were removed from CreditWatch with negative implications, where
they were placed March 3, 2006.

In addition, Standard & Poor's assigned its 'BB-' bank loan rating
and '4' recovery rating to Toronto-based Cinram's US$825 million
secured bank facility due 2011.  The loan is rated the same as the
long-term corporate credit rating.  The '4' recovery rating
indicates a modest (25%-50%) recovery of principal in the event of
a default or bankruptcy.  Proceeds from the new bank facility were
used to repay the company's existing bank loan.  The outlook is
stable.

The downgrade reflects Standard & Poor's review of Cinram's new
capital structure following the company's conversion into an
income trust.

"Although the company's credit ratios are expected to remain solid
post conversion, Cinram's financial profile has weakened
nonetheless, principally because of its reduced financial
flexibility due to the significant increase in cash distributions
to shareholders," said Standard & Poor's credit analyst Lori
Harris.  "Given the challenging conditions of the media
replication industry, Standard & Poor's original ratings were
based on management's continued focus on debt repayment from free
cash flow to strengthen the company's financial profile.  This
financial strategy has now changed following conversion to an
income trust, as a substantial portion of free cash flow will be
distributed to unitholders," Ms. Harris added.

The ratings on Cinram reflect the company's weak business risk
score, which is based on customer and product concentration,
seasonality, and the commodity-like nature of the media
replication industry that is vulnerable to shifts in technology
and availability of hit new releases.  Although new hits are a
significant revenue growth driver, the availability of previously
released titles and television series in DVD format is also an
important component of the company's revenue base.  The ratings
also reflect the company's reduced financial flexibility post
conversion to an income trust.  In addition, it is S&P's belief
that the industry will be undergoing change due to the
introduction of high definition DVDs in mid-2006.

Although Cinram has positioned itself to continue being a key
player in this market, the new product could have a limited
lifespan given the increasing availability of on-demand products.
These factors are partially offset by Cinram's strong market
position as the world's largest independent manufacturer of
prerecorded multimedia products, solid credit measures,
management's track record of adapting to changing technologies,
and reasonable industry growth prospects in the next couple of
years.

The stable outlook reflects Standard & Poor's expectation that
Cinram will maintain its strong key market positions and solid
credit measures in the medium term.  Downward pressure on the
ratings could come from a meaningful decline in revenues stemming
from the loss of a significant contract, the introduction of a new
competitive product with advanced technological capabilities, or
deterioration in the company's liquidity position.  There is
limited potential for an upgrade in the medium term, given the
high technological risk associated with the industry.


COLLINS & AIKMAN: Tri-Way Wants to Recover Molds
------------------------------------------------
Tri-Way Mfg., Inc., doing business as Tri-Way Mold & Engineering,
asks the U.S. Bankruptcy Court for the Eastern District of
Michigan to lift the automatic stay so it can recover certain
molds from Collins & Aikman Corporation and its debtor-affiliates.

Before the Petition Date, Tri-Way fabricated, repaired or
otherwise modified and delivered to the Debtors molds for use in
the Debtors' operations.  The Debtors owe Tri-Way at least
$1,187,532 for the goods and services Tri-Way provided.

Tri-Way asserts a lien on the Molds pursuant to the Michigan Mold
Lien Act, MCL 445.611 et seq.  Prior to shipping the Molds to the
Debtors, Tri-Way permanently affixed its name and address on the
Molds, as required by the Act.

Dennis W. Loughlin, Esq., at Raymond & Prokop, P.C., in
Southfield, Michigan, relates that the Tri-Way Molds were
singularly designed for use in the automotive industry for
production of specific parts and components for a particular
vehicle program.  After the production life of the part ends,
either by the vehicle program being discontinued or sufficient
parts are produced, the molds become obsolete and their value
diminished to scrap value.

Mr. Loughlin tells Judge Rhodes that despite several requests,
the Debtors have failed to pay Tri-Way for the Molds or otherwise
satisfy the Liens.  The Debtors continue to use the Molds in
their operations, substantially impairing the value of the Molds.

Mr. Loughlin also notes that some of the programs for which the
Molds are being used may be nearing the end of their production
run, which will render the Molds valueless.

Continuous use of the Molds also results to wear and tear and
other depreciation-related damage, bringing the Molds closer to
the end of their useful lifespan.

Mr. Loughlin contends that under Section 362(d) of the Bankruptcy
Code, the Court may grant relief from the stay "for cause,
including lack of adequate protection of an interest in property
of such party in interest."

The Molds should be returned to Tri-Way.  Otherwise, the Debtors
must provide adequate protection to Tri-Way for the use and
diminution in value of the Molds, Mr. Loughlin asserts.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit   
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


COMM 2001-J1: Fitch Holds BB+ Rating on $11.7 Mil. Class J Certs.
-----------------------------------------------------------------
Fitch Ratings upgraded six classes of COMM 2001-J1 commercial
mortgage pass-through certificates:

   * $46.6 million class C to 'AAA' from 'AA+';
   * $15.5 million class D to 'AAA' from 'AA';
   * $31.1 million class E to 'AA' from 'A+';
   * $23.3 million class F to 'A+' from 'BBB+';
   * $13.6 million class G to 'A' from 'BBB'; and
   * $13.6 million class H to 'BBB' from 'BBB-'.

These classes are affirmed:

   * $231.9 million class A-2 at 'AAA';
   * $177 million class A-2F at 'AAA';
   * Interest-only classes X, X-GB, X-USB, X-GT at 'AAA';
   * $46.6 million class B at 'AAA';
   * $11.7 million class J at 'BB+';
   * $4.8 million class P at 'BBB-';
   * $6.7 million class M at 'AA'.

Classes A-1 and A-1F are paid in full.  The upgrades reflect
improvement in performance of the collateral and repayment due to
scheduled amortization.  As of the April 17, 2006 distribution
date, the collateral balance has been reduced by 22.5% to $615.4
million from $795.3 million at issuance.  The certificates are
collateralized by ten fixed-rate loans secured by 12 commercial
properties.  Nine of the ten loans, or approximately 91.5% of the
pool, have investment grade credit assessments.  Seven of the
loans are collateralized by office properties.

As part of its review, Fitch analyzed the performance of each loan
and the underlying collateral.  Fitch compared each loan's debt
service coverage ratio at year-end December 2005 to the DSCR at
year-end 2004 and the DSCR at issuance.  DSCRs are based on Fitch
adjusted net cash flow, a stressed debt service based on the
current loan balance and a Fitch hypothetical mortgage constant
without adjustment for amortization credit.

The Graybar Building, the largest loan in the pool, is secured by
a 1.3 million-square foot building located adjacent to the Grand
Central Terminal in New York City.  Occupancy is 97% as of
Dec. 31, 2005 compared to 96% at issuance.  DSCR for year-end 2005
has increased to 1.77 times, from 1.34x at issuance.

US Bancorp Tower is secured by an office tower and plaza
containing 1.1 million sf located in Portland, Oregon.  Occupancy
has decreased to 92% as of Dec. 31, 2005, from 94.6% at issuance.
Decreased occupancy and increased expenses have resulted in NCF
decreasing approximately 8.6% since issuance.  The DSCR for U.S.
Bancorp decreased to 1.44x as of year-end 2005 from 1.50x at
issuance.

The Plaza at La Jolla is secured by five class A office buildings
containing 633,000 sf, and is located in the San Diego MSA.  The
property is 84% leased as of Dec. 31, 2005, compared to 98.4% at
issuance.  The property has 2006 lease rollover of approximately
18.7%.  The sponsor, Equity Office Properties, is an experienced
owner and manager of office properties.

The remaining office building and retail loans in the pool are
performing as expected.

Located in downtown Dallas, the Adolohus Hotel is a full-service
hotel containing 428 guest rooms.  The Adolphus hotel is leased to
an entity unaffiliated with the borrower under a net lease.
Although the performance of the hotel has declined since issuance,
all of the Adolphus monetary obligations under the lease are
guaranteed by Metropolitan Life Insurance Company, which has a
financial strength rating of 'AA' from Fitch.


CRESCENT JEWELERS: Files Chapter 11 Plan & Disclosure Statement
---------------------------------------------------------------
Crescent Jewelers, Inc., and its Official Committee of Unsecured
Creditors delivered to the U.S. Bankruptcy Court for the Northern
District of California a plan of reorganization and a disclosure
statement explaining the plan.  

Crescent intends to satisfy its obligations to creditors under the
Plan from cash on hand, cash generated from future operations,
cash advanced under an exit facility and, if Crescent succeeds in
raising funds from equity infusions to the reorganized company,
from that investment.

                       Treatment of Claims

Holders of secured tax claims will be paid in full in cash.  
Holders of secured claims have the option to be paid in cash or
have their legal, equitable, and contractual rights reinstated.  

Holders of Residual Consignment Inventory Claims -- claims secured
by consignment merchandise that was in Crescent's possession as of
its bankruptcy petition date, and is still in its possession as of
the effective date of the plan -- will either be have their
inventory returned or be paid in cash in full, at Reorganized
Crescent's option.

Holders of Convenience Claims -- claims that are under $5,000, or
as to which the holder of one or more Allowed Unsecured Claims
totaling in excess of $5,000 elects to reduce all of the holder's
Allowed Claims, in their entirety, to a single amount of $5,000 --
will be paid in full in cash on the Effective Date.

Holders of general unsecured claims will be paid with shares of
Reorganized Crescent's stock, if there will be no equity infusion
before the Effective Date.  They will be paid in cash in
installments, earning 6% annual interest, if the Debtor will get
equity financing before the Effective Date.

Equity interests will be cancelled.

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

  http://www.researcharchives.com/bin/download?id=060509212805

Headquartered in Oakland, California, Crescent Jewelers, Inc. --
http://www.crescentonline.com/-- is the largest jewelry retailer   
on the West Coast with over 160 stores in six western states.  The
Company filed for chapter 11 protection on August 11, 2004 (Bankr.
N.D. Cal. Case No. 04-44416).  Lee R. Bogdanoff, Esq. at Klee,
Tuchin, Bogdanoff and Stern represents the Debtor in its chapter
11 case.  John D. Fiero, Esq., Kenneth H. Brown, Esq., and Tobias
S. Keller, Esq., at Pachulski, Stang, Ziehl, Young and Jones
represent the Official Committee of Unsecured Creditors.


CRESCENT JEWELERS: Harbinger Asks Court to Appoint Examiner
-----------------------------------------------------------
Harbinger Capital Partners Master Fund I, Ltd., asks the U.S.
Bankruptcy Court for the Northern District of California to
appoint an examiner in Crescent Jewelers, Inc.'s chapter 11 case.

The Debtor and the Official Committee of Unsecured Creditors
threatened to investigate and prosecute objections and causes of
action against Harbinger and Friedman's, Inc., the Debtor's
largest unsecured creditors, for alleged improprieties that
occurred before and after the Debtor filed for bankruptcy.  
According to Andrew K. Glenn, Esq., at Kasowitz, Benson, Torres &
Friedman, LLPm in Manhattan, this "meritless" litigation is used
to gain leverage in plan negotiations and plan litigation.

Mr. Glenn asserts that the fiduciary duty of the members of the
Committee requires them to maximize the recovery for all unsecured
creditors, not to exploit their positions to advance their
individual interests at the expense of their constituency.

After over six months of failed negotiations, Harbinger began to
prosecute its objection to terminate the Debtor's exclusivity.  
When the final exclusivity deadline approached with Harbinger
prepared to file its own plan, the Debtor, with the Committee's
consent, filed a chapter 11 plan "to maintain leverage" over
Harbinger and Friedman's, Mr. Glenn tells the Court.  Simultaneous
with the filing of Crescent Plan, the Debtor and the Committee
sought the Court's authority to prosecute litigation against
Harbinger and Friedman's.  Mr. Glenn points out that the move is
nothing more than retribution because Harbinger refused to pay the
price that Committee members demanded.  

Mr. Glenn argues that the Crescent plan has been structured to
disenfranchise Harbinger and Friedman's.  Although the Crescent
Plan includes a debt-for-equity conversion option, it would block
any distribution of the reorganized equity to parties that have
"disputed" claims.  The proposed litigation would convert claims
to disputed status, which would deprive Harbinger and Friedman's
of any right to participate in the governance of reorganized
Crescent, Mr. Glenn points out.   

According to Mr. Glenn, the estate would spend around $2 million
for the lawsuit.  It would purportedly benefit two Committee
members: Rosy Blue and Fabrikant.  Under the Crescent Plan, they
would receive an enhanced distribution over other unsecured
creditors that would hand them control of reorganized Crescent
during the years of litigation with Harbinger and Friedmamn's.  
Rosy Blue and Fabrikant would also be reorganized Crescent's main
suppliers, which would allow them to use their control to make
Crescent a captive distribution channel.  Under the Crescent Plan,
these Committee members would also have veto rights over
subsequent sale of the reorganized Crescent.  The conflicts of
interest are obvious, Mr. Glenn asserts.

Harbinger wants an examiner to investigate:

   (1) whether Committee members breached their fiduciary duties
       by threatening litigation against Harbinger and Friedman's;
       and

   (2) allegations made by the Debtors and the Committee against
       Harbinger and Friedman's.

Because the Debtor has more than $5 million of unsecured debt from
borrowed money, Section 1104(c)(2) of the Bankruptcy Code mandates
the appointment of an examiner, Mr. Glenn contends.  

A copy of Harbinger's Memorandum is available for a fee at:

   http://www.researcharchives.com/bin/download?id=060509213502

Headquartered in Oakland, California, Crescent Jewelers, Inc. --
http://www.crescentonline.com/-- is the largest jewelry retailer   
on the West Coast with over 160 stores in six western states.  The
Company filed for chapter 11 protection on August 11, 2004 (Bankr.
N.D. Cal. Case No. 04-44416).  Lee R. Bogdanoff, Esq. at Klee,
Tuchin, Bogdanoff and Stern represents the Debtor in its chapter
11 case.  John D. Fiero, Esq., Kenneth H. Brown, Esq., and Tobias
S. Keller, Esq., at Pachulski, Stang, Ziehl, Young and Jones
represent the Official Committee of Unsecured Creditors.


CRESCENT JEWELERS: Allows Panel to Sue Harbinger & Friedman's
-------------------------------------------------------------
Crescent Jewelers, Inc., and the Official Committee of Unsecured
Creditors agreed that the Committee could investigate further the
merits of the litigation against Harbinger Capital Partners Master
Fund I, Ltd.  Crescent and the Committee ask the U.S. Bankruptcy
Court for the Northern District of California to approve a
stipulation to that effect.  

If and when the suit is filed, the Debtor and Committee will be
coplaintiffs and objectors, pending plan confirmation, in any
litigation filed against Harbinger or Friedman's, Inc.  The
Committee could also appear, file pleadings, examine witnesses and
the like on behalf of both plaintiffs.

On Aug. 28, 2002, Crescent issued to Friedman's $35 million of
subordinated debt and $50 million of Series A Preferred Stock.
Additionally, Friedman's contends it has other claims against the
Debtor, both fixed and contingent, and that it owns significant
amounts of the Debtor's common stock.  In the aggregate,
Friedman's appears to contend that Friedman's Claims and Interests
entitle it to somewhere in excess of $100 million.

Friedman's was previously a debtor in its own chapter 11 case
pending in the United States Bankruptcy Court for the Southern
District of Georgia.  The Georgia Bankruptcy Court, on Sept. 22,
2005, allowed Crescent to prosecute litigation against Friedman's
in the California Court to reduce or eliminate Friedman's claims
and interests, and to the extent any claims or interests survive,
to equitably subordinate those claims and interests as
appropriate.

Harbinger Capital acquired 100% of the equity in reorganized
Friedman's pursuant to a plan confirmed by the Georgia Bankruptcy
Court in Friedman's chapter 11 case.  The Debtor and Committee
have undertaken an investigation of the circumstances associated
with Friedman's control over Crescent before Crescent filed for
bankruptcy.

Since August 2005, Harbinger has been expressing interest in
ownership of and control over Crescent.  To that end, Harbinger
recently engaged Friedman's to act as its agent and begin a review
of Crescent's operations.  During the course of that review, and
following Friedman's emergence from its own chapter 11 case,
Friedman's and Harbinger took actions which were injurious to the
Debtor and that could warrant damages, equitable subordination,
and injunctive relief including but not limited to:
      
   (a) sending Friedman's personnel (who identified themselves a
       store closing team) to a Crescent store in Las Vegas;

   (b) having direct communications with Crescent's lender without
       the Crescent's prior approval;

   (c) filing pleadings with the Texas Court containing misleading
       statements about the likely dividend under the so-called
       Harbinger Plan;

   (d) contacting vendors and discouraging them from accepting
       orders from Crescent; and

   (e) falsely suggesting that certain Committee members have made
       extortionate demands and held this case "hostage."

Headquartered in Oakland, California, Crescent Jewelers, Inc. --
http://www.crescentonline.com/-- is the largest jewelry retailer   
on the West Coast with over 160 stores in six western states.  The
Company filed for chapter 11 protection on August 11, 2004 (Bankr.
N.D. Cal. Case No. 04-44416).  Lee R. Bogdanoff, Esq. at Klee,
Tuchin, Bogdanoff and Stern represents the Debtor in its chapter
11 case.  John D. Fiero, Esq., Kenneth H. Brown, Esq., and Tobias
S. Keller, Esq., at Pachulski, Stang, Ziehl, Young and Jones
represent the Official Committee of Unsecured Creditors.


CUMMINS INC: Moody's Raises Preferred Stock Rating to Ba1
---------------------------------------------------------
Moody's Investors Service raised the senior unsecured rating of
Cummins, Inc. to Baa3 from Ba1; the Outlook is Stable.

Moody's also raised the rating of the company's convertible
preferred stock to Ba1 from Ba2 and withdrew the company's SGL-1
Speculative Grade Liquidity rating and its Ba1 Corporate Family
Rating.  The upgrade and stable outlook reflect Moody's view that
Cummins' efforts to establish a more robust business model and
financial structure have reduced its vulnerability to downturns,
and will enable it to sustain operating and financial
characteristics that can support the Baa3 rating throughout the
business cycle.

Cummins has successfully lowered the breakeven level and
established long-term supply contracts for its heavy duty truck
engine segment.  This should enable the segment to sustain
adequate profitability during 2007 when the North American heavy
duty truck market will likely experience as much as a 50% decline
in shipments due to the introduction of more strict emissions
regulations.  In addition, the company has continued to strengthen
its product and geographic diversification beyond the North
American heavy truck engine market.

Cummins' medium-and-light duty engines, power generation products,
components business, and distribution operations remain highly
competitive and hold strong share positions.  The sales of North
America Heavy duty trucks to equipment makers now only account for
14% of total revenues.  Operations outside of North America
generated approximately 51% of global sales in 2005.  The
company's ability to capitalize on the long-term growth
opportunities in non-US markets is being enhanced by its
increasingly successful international joint ventures.

The operational efficiencies implemented by Cummins, in
combination with strong demand in all of its key markets, have
supported a solid recovery in the company's financial position.
For 2005 the company's operating margin was 8.4%, free cash flow
exceeded $500 million, EBIT to interest expense approximated 4.5
times, and debt/EBITDA (using Moody's standard adjustments) was
2.2 times.  Moody's expects that these metrics will continue to
improve during 2006 as a result of strong market demand and the
company's plan to further reduce debt.  The likely conversion of
$300 million in convertible bonds in June and the planned early
retirement of $250 million in 9.5% notes in December will help
reduce total debt that currently stands at $2.6 billion, and
will lower annual interest expense (currently $185 million) by
about $45 million.

Moody's believes that Cummins' prudent financial strategy of
strengthening its balance sheet and maintaining strong liquidity
will also remain a key element in the company's ability to better
contend with the ongoing cyclicality in its markets. At year end
2005, Cummins' cash and marketable securities position was $840
million.  Even considering the planned debt repayments and
possible pension plan contributions, strong free cash flow during
2006 should support a further increase in the company's cash
position.  In addition, Cummins benefits from a $650 million
credit facility ($539 million available after letters of credit)
that matures in December 2009 and that affords the company ample
head room under the facility's financial covenant requirements.

Cummins, Inc., headquartered in Columbus, Indiana, is a global
power leader that designs, manufactures, distributes and services
diesel and natural gas engines, electric power generation systems
and engine-related component products, including filtration and
emission solutions, fuel systems, controls and air-handling
systems.


DANA CORP: Courts Gives Interim Decision on Stock & Debt Trading
----------------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York gave its interim decision on
Dana Corporation and its debtor-affiliates' request to establish
notice and hearing procedures to limit claims and equity trading.

The Court ruled that:

   (1) no party may use any acquisitions of Debtors' securities
       that close after April 4, 2006, as evidence, basis for
       standing, claims of prejudice or any other consideration
       in opposing or otherwise in connection with disputing or
       litigating the relief sought in the Trading Procedures
       Motion;

   (2) any Increased Accumulations will be subject to the Trading
       Procedures;

   (3) On or before June 8, 2006, the Debtors will provide the
       Creditors Committee with the 382 Report; and

   (4) The Court's order, dated March 6, 2006, granting interim
       approval to the Trading Procedures, will remain in
       full force and effect, subject to these changes:

        -- at least 20 calendar days prior to the end of each
           quarter, any indenture trustee or transfer agent for
           any bonds or debentures of the Debtors will, upon
           timely written request by the Debtors, provide the
           Debtors' counsel with the name and address of all
           registered holders of the bonds or debentures with the
           indenture trustee or transfer agent, as the case may
           be;

        -- the Debtors will deliver the Trading Procedures Notice
           to the registered holders.  Any indenture trustee or
           transfer agent may notify the Debtors in writing, at
           least 20 calendar days prior to the end of a quarter
           that it, as the case may be, will deliver the Notice
           itself to a holder; and

        -- any registered holder must, in turn, provide the
           Notice to any holder for whose account the registered
           holder holds the bond or debentures, and so on down
           the chain of ownership.

Judge Lifland will convene a hearing on June 28, 2006, to
consider the Debtors' request on a final basis.

                    Ad Hoc Committee Objects

An ad hoc committee of certain holders of Dana 6.5% Notes Due
2008; 6.5% Notes Due 2009; 9.0% Notes Due 2011; 5.58% Notes Due
2015; 7% Notes Due 2028; and 7% Notes Due 2029 complains that the
Trading Procedures may serve no legitimate due to the possibility
or likelihood that the Debtors may have already undergone an
ownership change within the meaning of Section 382 of the
Internal Revenue Code.

An ownership Change occurs if the percentage of the value of a
corporation's stock, owned by one or more shareholders that hold
5% or more of the corporation's stock has increased by more than
50 percentage points over the lowest percentage of stock owned by
the shareholders at any time during a particular three-year
"testing period."  

Representing the Ad Hoc Noteholders Committee, Kristopher M.
Hansen, Esq., at Stroock & Stroock & Lavan LLP, in New York,
relates that, based on a preliminary analysis of Schedules 13D
and 13G filed with the U.S. Securities and Exchange Commission
by 5% owners of Dana, more than 50% of the stock of Dana may
have changed hands within the relevant testing period beginning
March 2, 2003, through March 2, 2006:

                              Percentage Ownership of Dana Stock
                              ----------------------------------
Shareholder                   Lowest      Greatest        Change
-----------                   ------      --------        ------
Capital Research and Mgt. Co.    0%         11.80%         1.90%

Public Group #27                 0%          9.90%         9.90%

Appaloosa Mgt. L.P., Palomino
Fund Ltd., Appaloosa Partners,
Inc., David A. Tepper            0%         14.80%        14.80%
  
Brandes Investment
Partners, L.P.                   0%          7.20%         7.20%
  
Donald Smith & Co., Inc.         0%          9.99%         9.99%

Mario J. Gabelli                 0%          7.17%         6.17%

Public Group #310                0%          1.00%         1.00%

Lord, Abbett & Co. LLC        5.59%         13.65%         8.06%
                                                        ---------
     TOTAL % CHANGE                                       59.02%

According to Mr. Hansen, if an ownership change has already
occurred due to the accumulation of Dana stock by certain
parties, Section 382(l)(5) and Section 382(l)(6) would not
restore the availability of any of the Debtors' NOLs arising
prior to the ownership change.

Howard J. Tucker, Esq., a partner at Ernst & Young LLP, the
Debtors' advisor, on the other hand, tells the Court that the SEC
Forms 13D and 13G filed since 1999 reflect that (x) there had
been no ownership shift that would preclude the Debtors from
taking advantage of the L(5) Rule, and (y) there has been no
ownership change since the Debtors' bankruptcy filing.

Ernst & Young's ownership shift analysis begins as of January 1,
1999.  According to Mr. Tucker, 1999 is the first year in which
Dana could be considered to be a "loss corporation" subject to
the ownership change rules under Section 382.  Hence, Dana had no
5% owners as defined in the regulations under Section 382 --
other than public groups, which are treated as 5% shareholders as
a group -- until the acquisition by the Appaloosa Entities in
March 2006.  Thus, the testing dates other than the date of the
Appaloosa acquisition were the dates on which Dana informed E&Y
that it issued stock to or redeemed stock from the public groups.

Based on Ernst & Young's analysis, the cumulative increase in
percentage ownership by the public groups and Appaloosa, the
highest percentage increase in ownership by 5% shareholders
during the period in which Dana was a loss corporation was the
14.95% increase that existed on the date of the Appaloosa
acquisition.

              Dana Should File Adversary Proceeding

American Real Estate Holdings Limited Partnership and other
Objectors challenge the Court's authority to approve the Trading
Procedures.  They argue that the Debtors' request should be
properly filed in an adversary proceeding because, among others,

   (i) Section 362 of the Bankruptcy Code does not provide the
       Court the authority to enter the Trading Procedures Order
       because claims trading does not violate the automatic
       stay; and
  
  (ii) The Trading Procedures Order is an injunction.

AREH's counsel, Andrew Dash, Esq., at Brown Rudnick Berlack
Israels LLP, New York, argues that the Debtors must show that
they will suffer irreparable harm in the absence of an
injunction.  He maintains that the Debtors cannot show that they
will be able to utilize more than a de minimis amount of their
NOLs.

NOLs have value to the extent that there is postpetition taxable
income against which the NOLs can be offset.  Mr. Dash, however,
asserts that the Debtors themselves do not believe that they will
generate significant earnings for the foreseeable future.  

Mr. Dash notes that, in a press release, dated January 17, 2006,
the Debtors announced a valuation allowance for the third quarter
of 2005 in which they wrote off $918,000,000 deferred tax assets.  
The Debtors reported that "Dana believes it is no longer more
likely than not that the company will be able to utilize [its
deferred tax assets]."

However, Henry S. Miller, chairman and a managing director of
Miller Buckfire & Co., LLC, the Debtors' financial advisors,
tells the Court that the press release does not reflect a
conclusion that the NOLs would not have been usable even in the
absence of the commencement of the Chapter 11 Cases.

Mr. Miller notes that the very purpose of the Debtors' Chapter 11
cases is to return the Debtors to financial health so that they
can generate income in the future.  The Debtors' businesses
historically have been profitable.  As the Debtors work in the
Chapter 11 environment to revitalize their businesses and to
emerge from bankruptcy, there is every reason to believe that a
business plan and associated plan of reorganization will emerge
that will return the Debtors to profitability and give rise to a
situation in which the NOLs will have significant value.

The Debtors' counsel, Corinne Ball, Esq., at Jones Day, in New
York, notes that the Second Circuit has held that conduct that
threatens to impair a NOL violates the Section 362(a)(3)
automatic stay.  NOLs and other Tax Attributes are property of
the Debtors' estates, and conduct that threatens to deprive a
debtor of the benefit of its NOL asset is a violation of the
automatic stay.

Ms. Ball adds that, as illustrated by the entry of similar orders
following motion practice in In re Delphi Corp., No. 05-44481
(RDD) (Bankr. S.D.N.Y. Jan. 6, 2006); In re Delta Air Lines,
Inc., No. 05-17923 (ASH) (Bankr. S.D.N.Y. Dec. 19, 2005); and In
re Northwest Airlines Corp., No. 05-17930 (ALG) (Bankr. S.D.N.Y.
Oct. 28, 2005), among others, actions to enforce the automatic
stay to protect Tax Attributes are properly brought by motion.  
The filing of an adversary proceeding is not necessary.

                           L(5) Plan

AREH and the Ad Hoc Noteholders Committee point out that the
Debtors have not demonstrated that (i) they will pursue a plan of
reorganization contemplating the use of the Section 382(l)(5)
rule or (ii) the plan is confirmable.

AREH notes that preserving the NOLs under Section 382(l)(6),
instead, would make the Trading Procedures unnecessary.  Under
the L(5) Rule, the value of NOLs used to offset taxable income is
based on the product of the long term tax-exempt interest rate
and the value of the Debtors, taking into account the surrender
or cancellation of creditors' claims under a confirmed plan.  

AREH also claims that an L(6) Rule would likely preserve more
NOLs than the L(5) Rule.  The Debtors' NOLs under the L(6) Rule
would not be reduced for interest on accrued debt under 26 U.S.C.
Section 382(l)(5)(B), the "toll charge" for the L(5) Rule.

It is hard to imagine confirming an L(5) Plan without the support
of a substantial portion of Dana's constituents, Ms. Ball
counters.  She notes that a survey of recent cases confirms that
bondholders and other creditors have approved plans under the
L(5) Rule to preserve the value of tax attributes on a number of
recent occasions.

                       Sell Down Remedy

The Trading Procedures include provisions by which the Debtors
may issue Sell Down Notices to Electing Claimholders after which
Electing Claimholders must sell their claims in excess of
$101,250,000 or other threshold amount to be determined by the
Debtors.

AREH, however, complains that the Trading Procedures contain no
provision for compensation of Electing Claimholders for their
potential losses.  The contemplated forced sales of private
property at a loss without compensation effected through the
power of the Court would constitute a "taking" prohibited by the
Fifth Amendment, Mr. Dash contends.

The Ad Hoc Committee is also concerned that the Trading
Procedures would allow the Debtors to petition for a sell-down of
claims even prior to proposing a plan of reorganization seeking
to make use of the L(5) Rule or without demonstrating that an
L(5) Plan was even confirmable.  

In response, the Debtors clarify that the sell-down remedy can
occur only post-confirmation of an L(5) Plan and only following
the Debtors' proof that any sell-down they seek to impose is
"necessary and appropriate" to effect the L(5) Plan.  Ms. Ball
states that the safety valve achieved through the availability of
the necessary and appropriate sell-down notice permits
effectively unrestricted claims trading during the pendency of
the case.

                    Entrenchment of Management

"The Trading Procedures are a thinly disguised attempt by the
Debtors' present management to entrench itself," Mr. Dash
contends.  He states that, because prepetition creditors will
likely become the new shareholders of the reorganized debtors,
the Procedures enable management to prevent any entity from
acquiring claims in a sufficient amount to obtain a controlling
economic interest and future ownership stake in the reorganized
Debtors through which the entity could challenge management's
reorganization plans, business direction or tenure in office.

The Debtors deny allegations that they are attempting to control
the reorganization process.  Ms. Ball relates that an L(5) Plan
places future management in the hands of holders of the
reorganized equity.  Contrary to the assertions of the Objectors,
the survey of cases in which L(5) Plans have been confirmed
reveals that management does change.

Ms. Ball cites, among other cases, In re Williams Comm'ns Group,
Inc., No. 02-11957 (BRL) (Bankr. S.D.N.Y. July 24, 2002), where
it was the bondholders and the debtor that sought the trading
procedures in order to preserve the ability to utilize the L(5)
Rule.  The bondholders feared that individual creditors would
jeopardize the substantial NOL assets, which were a factor in
attracting new capital that would benefit all constituents.  
Ultimately, the debtors' confirmed plan included utilization of
the L(5) Rule, which would not have been available without the
trading procedures.

                         Public Interest

Davidson Kempner Capital Management LLC, member of the Ad Hoc
Noteholders Committee, and AREH tell the Court that the Trading
Procedures will adversely affect the ability of market
participants, including Davidson and its affiliates, to purchase
and sell the Notes through ordinary market transactions.  

Representing Davidson, Michael Friedman, Esq., at Richards Spears
Kibbe & Orbe LLP, in New York, relates that standard market terms
for the transfer of debt securities typically require settlement
within three days of the trade date.  

However, the Trading Procedures require Substantial Claimholders
to file a notice at least 15 days prior to any planned purchase
or sale of claims and provide the Debtors with a 30-day period
following receipt of the notice to object to any proposed
transfer of claims.  If the Debtors object to any proposed
transfer, no transfer can be effective until approved by a final
and non-appealable order of the Court.

Mr. Friedman asserts that the Trading Procedures have a chilling
effect on the securities market and would force Davidson and
other participants in the market to bear the risk and uncertainty
posed by the restrictions.  This uncertainty would directly
affect the liquidity of the Notes, and by extension their value,
resulting in direct harm to Davidson and other market
participants.

The Trading Procedures, Ms. Ball clarifies, do not limit claims
trading.  It does not have the restrictive characteristics of
earlier orders "freezing" trading, but is instead modeled on the
trading order that was recently negotiated in Northwest Airlines.  

She adds that the Debtors' Trading Procedures do not prevent any
pre-bankruptcy shareholder from selling.  Nor is there any
evidence that the Procedures would have the effect of impairing
existing constituents or their liquidity.  

                      Claimholder Threshold

According to the Ad Hoc Noteholders Committee, the $101,250,000
Substantial Claimholder Threshold is artificially low.

Mr. Hansen avers that the Debtors' $2,250,000,000 estimate of the
aggregate general unsecured class of claims that might receive
equity under a potential plan of reorganization does not include
potential liabilities arising from litigation, contract and lease
rejection, and other liabilities of any kind-factors that are
likely significantly increase the size of that class.

                         Sec. 382 Report

Following the March 29, 2006 preliminary hearing on the Trading
Procedures Motion, the Debtors and the Creditors Committee
entered into negotiations.  

The Creditors Committee has requested that the final hearing on
the Debtors' request be deferred to June 2006, and the Debtors
provide the group with a written report regarding whether there
is a reasonable possibility that the Debtors will implement a
plan of reorganization under which Section 382(l)(5) will be
used.

The Ad Hoc Noteholders Committee and AREH have also requested
copies of the 382 Report.

However, the Debtors objected to AREH's and the Ad Hoc
Noteholders Committee's request, citing that safeguards do not
exist with respect to either the Noteholders Committee or AREH.

While the 382 Report does not yet exist, the Debtors expect that
it will contain information concerning the Debtors' then-current
analysis of their businesses, business plans and potential
restructuring efforts, Ms. Ball explains.

She adds that the Debtors would not have agreed to provide the
382 Report to the Creditors Committee absent the safeguards,
especially including fiduciary duty obligations, associated with
the Committee's status as a statutory committee.

If Ad Hoc Committee and AREH wish to receive the extensive highly
confidential information, including the 382 Report, Ms. Ball
asserts that they should secure positions on the Creditors
Committee.

                      About Dana Corporation

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


DANA CORP: Wants to Walk Away from 10 Equipment & Property Leases
-----------------------------------------------------------------
Dana Corporation and its debtor-affiliates have identified 10
executory contracts, primarily comprised of leases of certain
equipment or real property, that are no longer necessary for their
ongoing business operations or restructuring efforts.

Pursuant to Section 365 of the Bankruptcy Code and Rule 6006 of
the Federal Rules of Bankruptcy Procedure, the Debtors seek
permission from the U.S. Bankruptcy Court for the Southern
District of New York to reject the Agreements effective May 31,
2006:

                                                    Payment/
  Agreement              Counterparty             Monthly Rent
  ---------              ------------             ------------
  Agreement No. 57373    Palace Sports &          $22,000 annual
                         Entertainment, Inc.              payment

  Agreement No. 131102   Hillside Productions,     $7,000 annual
                         Inc.                             payment

  Equipment Lease        Dana Commercial         $198,174 per
  No. CO-FAR-004         Credit Corporation               month
  (expires on 8/31/07)

  Equipment Lease        Avid Media Composer       $1,435 per
  No. 58.                                                 month

  Equipment Lease        CCA Financial, LLC           $75 per
  No. 150-0823929-001                                     month

  Lease of Office and    Danacq Farmington       $194,217 per
  Research and Devt.     Hills LLC                        month
  Facility, in 27404     c/o U.S. Realty Advisors
  Drake Road,
  Farmington Hills,
  Michigan.
  (expires 10/01/21)

  Equipment Lease        LaSalle Systems             $398 per
  No. 22                 Leasing, Inc.                    month
  (expires 4/30/07}

  Equipment Lease        LaSalle Systems             $434 per    
  No. 17                 Leasing, Inc.                    month
  (expires 9/30/07)

  Equipment Lease        Pitney Bowes Credit Corp.   $798 per
  No. 4792140005                                          month
  (expires 11/18/07)

  Equipment Lease        De Lage Landen              $550 per
  No. 24571460           Financial Svcs., Inc.            month
  (expires 7/19/10)

The Debtors have surrendered, or, or will surrender by May 31,
possession of any property leased under the Agreements to the
Contracting Party.

Corinne Ball, Esq., at Jones Day, in New York, tells the Honorable
Burton R. Lifland that the Debtors' ongoing obligations,
aggregating approximately $400,000 per month and $4,800,000 per
year, under the Agreements impose an undue burden on their
estates.  The Debtors have also determined that the Agreements do
not have any realizable value in the marketplace.

                      About Dana Corporation

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


DANA CORP: U.S. Trustee Wants FTI's Retention Denied
----------------------------------------------------
The United States Trustee for Region 2 asks the U.S. Bankruptcy
Court for the Southern District of New York to deny the
application of the Official Committee of Unsecured Creditors in
Dana Corporation and its debtor-affiliates' chapter 11 cases to
retain FTI Consulting, Inc., as its restructuring advisors,
effective March 14, 2006.

The U.S. Trustee points out that FTI proposes that it will receive
a $1,000,000 completion fee if the case converts to chapter 7 of
the Bankruptcy Code, which is the same fee as if the Debtors
successfully confirm a plan.

"Even accepting that all fees are subject to a reasonableness
standard, the [U.S. Trustee] is hard pressed to imagine a
situation in which [that] fee would be warranted if the case
converts," Greg M. Zipes, at the Office of the U.S. Trustee,
argues.

As reported in the Troubled Company Reporter on May 8, 2006,
FTI is expected to:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

FTI will be paid:

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

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

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

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

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

(iii) reimbursement of actual and necessary expenses.

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

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

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

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

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

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

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

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

                      About Dana Corporation

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  The company and its affiliates
filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y.
Case No. 06-10354).  Corinne Ball, Esq., and Richard H. Engman,
Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey
B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at
Jones Day in Cleveland, Ohio, represent the Debtors.  Henry S.
Miller at Miller Buckfire & Co., LLC, serves as the Debtors'
financial advisor and investment banker.  Ted Stenger from
AlixPartners serves as Dana's Chief Restructuring Officer.  Thomas
Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
$7.9 billion in assets and $6.8 billion in liabilities as of Sept.
30, 2005.  (Dana Corporation Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DAVID SCHWARCZ: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: David Schwarcz
        Caroline Schwarcz
        528 North Hillcrest Road
        Beverly Hills, California 90210

Bankruptcy Case No.: 06-11930

Chapter 11 Petition Date: May 10, 2006

Court: Central District Of California (Los Angeles)

Judge: Alan M. Ahart

Debtors' Counsel: Ron Bender, Esq.
                  Levene, Neale, Bender, Rankin & Brill LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, California 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' 19 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Wells Fargo Home Mortgage             $1,140,000
P.O. Box 81577
Austin, TX 78708-1577

Gerry Burk                              $330,000
1800 South Robertson, No. 229
Los Angeles, CA 90035

Downey Savings Bank                     $330,000
3501 Jamboree Road
Newport Beach, CA 92660

Law Offices of Barak Lurie              $282,000
11355 West Olympic Boulevard
Suite 200
Los Angeles, CA 90064

Countrywide                             $115,000

United States Treasury                   $62,500

Wells Fargo Bank                         $38,288

Toyota Financial Services                $20,000

Frazuer Court Reporters                  $11,994

Chase Visa                                $7,998

Bank of America                           $6,745

Citibank Visa                             $5,951

Fidelity Office Solutions                 $5,000

Citibank Visa                             $4,558

James Black                               $4,477

Neiman Marcus                             $4,034

West Publishing Corp.                     $3,521

Zengler & Inoue, LLC                      $2,200

Gap Cards                                 $1,771


DIGITAL LIGHTWAVE: Grant Thornton Raises Going Concern Doubt
------------------------------------------------------------
Grant Thornton LLP raised substantial doubt about Digital
Lightwave, Inc.'s ability to continue as a going concern following
its review of the Company's financial statements for the year
ended Dec. 31, 2005.  The auditing firm points to the Company's
net losses in the years 2004 and 2005 and capital and
stockholders' deficits as of Dec. 31, 2005.

For the year ended Dec. 31, 2005, the Company reported a
$21,093,000 net loss from a net sales of $12,882,000.    

The Company's balance sheet at Dec. 31, 2005 showed $8,314,000 in
total assets and $57,504,000 in total liabilities resulting to a
total stockholders' equity deficit of $49,190,000.

The balance further showed a working capital deficit of
$48,789,000 from $8,277,000 in total current assets and
$57,066,000 in total current liabilities.

A full-text copy of the Company's financial results for the year
ended Dec. 31, 2005 is available at no charge at:

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

Based in Clearwater, Florida, Digital Lightwave, Inc., provides
the global communications networking industry with products,
technology and services that enable the efficient development,
deployment and management of high-performance networks.  Digital
Lightwave's customers -- companies that deploy networks, develop
networking equipment, and manage networks -- rely on its offerings
to optimize network performance and ensure service reliability.  
The Company designs, develops and markets a portfolio of portable
and network-based products for installing, maintaining and
monitoring fiber optic circuits and networks.  Network operators
and telecommunications service providers use fiber optics to
provide increased network bandwidth to transmit voice and other
non-voice traffic such as internet, data and multimedia video
transmissions.  The Company provides telecommunications service
providers and equipment manufacturers with product capabilities to
cost-effectively deploy and manage fiber optic networks.  The
Company's product lines include: Network Information Computers,
Network Access Agents, Optical Test Systems, and Optical
Wavelength Managers.  The Company's wholly owned subsidiaries are
Digital Lightwave (UK) Limited, Digital Lightwave Asia Pacific
Pty, Ltd., and Digital Lightwave Latino Americana Ltda.


EASY GARDENER: Wants to Continue Using Cash Management System
-------------------------------------------------------------
Easy Gardener Products, Ltd., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for authority
to continue using its cash management system, including existing
bank accounts and existing books, records and business forms.

The Debtors tell the Court that continuing the cash management
system will allow them to:  

   1) maintain strict accounting practices to track cash flow;

   2) pay postpetition ordinary course obligations;

   3) keep strict records of the disposition of all postpetition
      funds in those accounts; and

   4) avoid disruption to normal operations of their businesses.

The Debtors tell the Court that they operate their businesses
through a centralized cash management system administered by its
accounting department in Waco, Texas.  As of the bankruptcy
filing, the Debtors maintained approximately ten bank accounts at
five different banks in the ordinary course of their businesses.

The cash management system revolves around a collection account
maintained with LaSalle Bank National Association.  Substantially
all of the Debtors' accounts receivable are deposited into a
lockbox account held by LaSalle Bank.  Funds in the Lockbox
Account are swept daily into the collection account.

The swept funds are used to reduce the outstanding balance under
the Revolving Credit Facility.  The Debtors then draw down funds
as needed, depending on availability under the Revolving Credit
Facility, and transferred into an accounts payable-disbursements
account maintained by LaSalle Bank, which the Debtors use to make
disbursements for payment of accounts payable checks, accounts
payable wire transfers and taxes.  The Debtors also transfer funds
from AP Account to a separate payroll account maintained by
LaSalle Bank.

Furthermore, the Debtors maintain three accounts at Central
National Bank:

   a) Operating Account used by the Debtors to pay extraordinary
      expenses such as freight claims and refunds;

   b) Cafeteria Plan Account holds funds collected from the
      Debtors' employee; and

   c) Spiff Account used by the Debtors to pay cash rebates
      related to their participation in product-line shows and
      conventions.

Their receivables from sales in Canada are deposited into an
account at Nova Scotia Bank.  Funds in that account are also swept
periodically, on the Debtors' initiation, into the collection
account.

The Debtors also maintain:

    i) a petty cash account with Kentucky Bank for the Paris
       facility funded through the AP Account to pay local
       expenses and for which account the balance does not exceed
       $2,000; and

   ii) an account at Ing Bank Kerkrade-Centrum, which the Debtors
       use in connection with collection value added tax
       receivables realized from their European sales and
       transactions.

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


EDUCATION MANAGEMENT: Moody's Junks Rating on $440 Mil. Sr. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned B2 ratings to the proposed
senior secured credit facilities of Education Management
Corporation and its newly-formed, indirect wholly-owned subsidiary
Education Management LLC.  Moody's also assigned B3 and Caa1
ratings to Education Management's proposed senior unsecured and
senior subordinated notes, respectively.

Concurrently Moody's assigned a B2 Corporate Family Rating to
EDMC.  The outlook for the ratings is stable.

The proceeds from the credit facility and notes will be used for
an all-cash acquisition of EDMC by Providence Equity Partners,
Goldman Sachs Capital Partners and certain other investors through
a combination of equity and debt financing.

Education Management Corporation, based in Pittsburgh,
Pennsylvania, is one of the largest providers of private post-
secondary education in North America, based on student enrollment
and revenue.  EDMC has 72 primary campus locations in 24 states
and two Canadian provinces.  EDMC's education institutions offer
associate's through doctorate degrees across a broad range of
academic programs concentrated in media arts, design, fashion,
culinary arts, behavioral sciences, health sciences, education,
information technology, legal studies and business fields.  EDMC
had revenue of approximately $1.1 billion for the twelve months
ended March 31, 2006.

Proceeds from the proposed $1,185 million term loan B, the $320
million senior unsecured notes and the $440 million senior
subordinated notes, along with $1.3 billion in equity and, also,
cash on hand will be used to purchase 100% of the equity of EDMC
for a total of approximately $3.4 billion and pay expenses
associated with the deal.  At closing, the revolver may be drawn
for an amount of up to $140 million to satisfy certain regulatory
requirements, and will be repaid within a few business days of
funding.  The $300 million revolver includes a $175 million sub-
facility for letters of credit.  In addition, the senior secured
credit facilities have a $400 million accordion feature, which has
not been rated by Moody's.

Profitability improvements that bring EBIT to interest coverage
closer to two times and adjusted debt to EBITDA ratios below five
times could lead to a positive ratings outlook.

Weaker than expected growth in enrollments, material increases in
leverage from acquisitions or margin deterioration could put
negative pressure on the company's ratings.  In addition, if free
cash flow to debt is anticipated to turn negative for any period
of time, the rating could be downgraded.

Moody's assigned the following ratings:


Education Management Corporation:

    - Corporate Family Rating, rated B2;

Education Management LLC:

    - $300 million senior secured revolving credit facility due
      2012, rated B2;

    - $1,185 million senior secured term loan B due 2013, rated
      B2;

    - $320 million senior unsecured notes due 2014, rated B3;

    - $440 million senior subordinated notes due 2016, rated
      Caa1.

The ratings outlook is stable.

The transaction is subject to approval from shareholders at a
special meeting to be held on May 25, 2006, and, also, regulatory
approvals from a number of accrediting agencies and state
licensing entities.  The ratings are contingent upon the receipt
of executed documentation in form and substance acceptable to
Moody's.


EL POLLO: Planned $135 Million IPO Prompts S&P's Positive Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit rating, on Irvine, California-based El
Pollo Loco Inc. on CreditWatch with positive implications.

The rating action follows the company's announcement that it plans
an initial public offering of up to $135 million.  Proceeds from
the IPO and a new credit facility will be used to repay debt,
redeem notes, and pay a fee to Trimaran Capital to terminate their
management agreement.

"We will monitor the company's plans with respect to the use of
proceeds from the offering and assess its new capital structure
and financial policy," said Standard & Poor's credit analyst
Robert Lichtenstein.

El Pollo Loco has demonstrated good operating performance over the
past several years with strong same-store sales gains.  El Pollo
Loco is a small player in the highly competitive quick-service
chicken sector of the restaurant industry.


ENERGY AND ENGINE: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtor: Energy and Engine Technology Corporation
                5308 West Plano Parkway
                Plano, Texas 75093

Involuntary Petition Date: May 9, 2006

Case Number: 06-10973

Chapter: 11

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Petitioners' Counsel: James D. Greene, Esq.
                      Schreck Brignone
                      300 South Fourth Street, Suite 1200
                      Las Vegas, Nevada 89101
                      Tel: (702) 382-2101
                      Fax: (702) 382-8135

                           -- and --

                      Mark Frankel, Esq.
                      Backenroth Frankel & Krinsky
                      489 Fifth Avenue
                      New York, New York 10017
                      Tel: (212) 593-1100
         
   Petitioners                 Nature of Claim   Amount of Claim
   -----------                 ---------------   ---------------
Longview Fund, LP              Default on Notes         $484,273
600 Montgomery Street
44th Floor
San Francisco, CA 94111

Longview Equity Fund, LP       Default on Notes         $502,220
600 Montgomery Street
44th Floor
San Francisco, CA 94111

Longview International         Default on Notes         $205,450
Equity Fund, LP
600 Montgomery Street
44th Floor
San Francisco, CA 94111


ENRON CORP: Inks Credit Suisse Settlement on MegaClaims Litigation
------------------------------------------------------------------
Enron Corp. reached an agreement with Credit Suisse Securities
(USA) LLC, formerly known as Credit Suisse First Boston LLC, to
settle MegaClaims litigation in the Enron bankruptcy case.

The megaclaim litigation refers to Enron's adversary proceedings
in U.S. Bankruptcy Court for the Southern District of New York
seeking avoidance and recovery of various alleged preferential,
illegal and fraudulent transfers; disallowance and equitable
subordination of Credit Suisse and its affiliates' claims in the
bankruptcy proceedings and damages, attorneys' fees and costs for
alleged aiding and abetting of fraud and breaches of fiduciary
duty by Enron employees and civil conspiracy.

                     Terms of the Settlement

Pursuant to the terms of the settlement, CSFB will pay Enron
$90 million.  The settlement further provides that approximately
$337 million in claims against the Enron estate held by CSFB will
be subordinated and receive no distribution from the Enron estate
and approximately $92 million in CSFB claims will be allowed.  The
settlement reflects that CSFB was involved in fewer transactions
with Enron than certain of the other MegaClaim defendants.  CSFB
did not admit liability or wrongdoing and both parties agreed to
settle the litigation to avoid the costs and uncertainties of
further proceedings.

"This settlement is further evidence of the proactive steps we
continue to take to resolve the myriad of issues with respect to
the Enron estate," John J. Ray III, Enron's President and Chairman
of the Board said.  "We are gratified with the progress we have
made to date in the MegaClaims litigation and remain eager to
reach resolution with the remaining financial institutions."

Remaining MegaClaim defendants include Citigroup Inc., Deutsche
Bank AG, Barclays PLC, Fleet National Bank and Merrill Lynch & Co.

The settlement remains subject to the execution of definitive
agreements and the approval of the United States Bankruptcy Court
for the Southern District of New York.

Enron is represented in this matter by Susman Godfrey LLP; Togut,
Segal & Segal; and Venable LLP.

                       About Credit Suisse

As one of the world's leading banks, Credit Suisse Securities
(USA) LLC -- http://www.credit-suisse.com/-- provides its clients  
with investment banking, private banking and asset management
services worldwide.  Credit Suisse offers advisory services,
comprehensive solutions and innovative products to companies,
institutional clients and high-net-worth private clients globally,
as well as retail clients in Switzerland.  Credit Suisse is active
in over 50 countries and employs approximately 40,000 people.  
Credit Suisse's parent company, Credit Suisse Group, is a leading
global financial services company headquartered in Zurich.  Credit
Suisse Group's registered shares are listed in Switzerland and, in
the form of American Depositary Shares, in New York.

In its Investment Banking business, Credit Suisse offers
securities products and financial advisory services to users and
suppliers of capital around the world.  Operating in 57 locations
across 26 countries, Credit Suisse is active across the full
spectrum of financial services products including debt and equity
underwriting, sales and trading, mergers and acquisitions,
investment research, and correspondent and prime brokerage
services.

                           About Enron

Headquartered in Houston, Texas, Enron Corporation --
http://www.enron.com/-- filed for chapter 11 protection on Dec.  
2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033) following controversy
over accounting procedures, which caused Enron's stock price and
credit rating to drop sharply.  Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed.  The Debtors' confirmed chapter 11 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.  Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy, LLP, represent the Official Committee of
Unsecured Creditors.


FEDERAL-MOGUL: Plan Proponents Want Mt. McKinley Discovery Stayed
-----------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates, the Official
Committee of Asbestos Claimants and the Legal Representative for
Future Asbestos Claimants ask the U.S. Bankruptcy Court for the
District of Delaware to issue a protective order:

    -- extending the time for all parties and third-party
       witnesses to respond or object to all discovery requests,
       deposition notices and subpoenas propounded by Mt. McKinley
       Insurance Company and Everest Reinsurance Company until a
       date to be determined by the Court; and

    -- staying the issuance of further discovery until after the
       Response Date.

The Plan Proponents note that certain of the Debtors' insurers,
including Mt. McKinley, have objected to the confirmation of the
Third Amended Joint Plan of Reorganization on several grounds.
While the Plan Proponents dispute the insurers' standing to
assert many of the objections, the Plan Proponents and the
insurers have been engaged in extensive talks to reach a mutually
agreeable "insurance neutrality" stipulation and corresponding
plan modifications.

Mt. McKinley declined to participate in the discussions.  Rather
than await the outcome of the "insurance neutrality"
negotiations, Mt. McKinley elected to issue extensive,
overreaching, overbroad, irrelevant, redundant and harassing
discovery requests to the Plan Proponents as well as several
third-party witnesses, notes James E. O'Neill, Esq., at Pachulski
Stang Ziehl Young Jones & Weintraub, LLP, in Wilmington,
Delaware, the Debtors' lawyer.

Absent issuance of the Protective Order, the Plan Proponents tell
the Court, numerous parties will be required to expend enormous
time and resources responding and objecting to discovery -- some
or all of which may be rendered moot as a result of "insurance
neutrality" language negotiated for inclusion in the Plan and
acceptable to the vast majority of insurers.

The pendency of Mt. McKinley's discovery also threatens to
undermine the delicate balance in the ongoing negotiations, the
Plan Proponents point out.

Mt. McKinley served in March 2006 notices of deposition,
interrogatories, requests for the production of documents, and
requests for admission separately on each of the Debtors, the
Asbestos Committee and the Futures Representative.

Mt. McKinley also served:

    (i) deposition notices, requests for the production of
        documents, and interrogatories on four law firms that are
        counsel to members of the Asbestos Committee;

   (ii) a deposition notice, interrogatories, requests for
        admission and requests for the production of documents on
        one of the Debtors' law firms -- Gilbert Heintz & Randolph
        LLP;

  (iii) a deposition notice, requests for the production of
        documents, and interrogatories on Cooper Industries, LLC,
        the holder of multiple, substantial, disputed unsecured
        claims; and

   (iv) a deposition subpoena and request for the production of
        documents on Campbell, Cherry, Harrison, Davis & Dove,
        P.C., an asbestos plaintiff's firm that does not represent
        any of the members of the Asbestos Committee.

Mt. McKinley's discovery request is in addition to its earlier
extensive discovery propounded over the past year in connection
with the Wagner asbestos claims -- a subset of the asbestos
liabilities of Debtor Federal-Mogul Products, Inc.

The Plan Proponents relate that the Debtors have produced over
280 boxes of documents for inspection and copying by Mt. McKinley
in connection with the Wagner asbestos claim issues.  The Debtors
have also produced thousands of additional pages of loose
materials and submitted written discovery responses over a year
ago.

The present discovery relates to a wide range of subjects,
including:

    1.  the interactions of the parties with various law firms
        representing asbestos plaintiffs and B-readers;

    2.  silica litigation to which none of the Debtors is a party;

    3.  all prior drafts of the Plan and its ancillary documents,
        including the proposed Trust Distribution Procedures;

    4.  all documents relating to the negotiation of the Plan;

    5.  the effects of state medical criteria legislation on
        asbestos claims;

    6.  valuations of asbestos claims; and

    7.  the operations of the asbestos Trust to be established
        under the Plan, and a host of similar issues.

Mt. McKinley said the discovery is necessary in connection with
its intended objections to confirmation of a modified plan of
reorganization, notwithstanding the fact that no plan has yet
been filed.

Gilbert Heintz & Randolph LLP and Cooper Industries, LLC, seek a
similar protective order.  Gilbert Heintz also asks the Court to
quash Mt. McKinley's discovery requests.

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 Oct. 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.  Federal-Mogul Corp.'s
U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath &
Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq.,
and Eric M. Sutty, Esq., at The Bayard Firm represent the Official
Committee of Unsecured Creditors. (Federal-Mogul Bankruptcy News,
Issue No. 107; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GATEHOUSE MEDIA: Acquisitions Prompt S&P's Negative Outlook
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
GateHouse Media Operating Inc., fka Liberty Group Operating Inc.,
to negative from stable.  At the same time, Standard & Poor's
affirmed its ratings on the company, including the 'B+' corporate
credit rating.

The outlook revision reflects GateHouse Media Inc.'s, fka Liberty
Group Publishing Inc., agreement to acquire substantially all of
the assets of CP Media Inc. and Enterprise NewsMedia Holding LLC.,
two community newspaper companies with properties surrounding
Boston.  GateHouse Media Inc. is the parent company of GateHouse
Media Operating.  Terms of the acquisitions were not disclosed.  
However, Standard & Poor's is assuming that the transactions will
be debt financed and at the GateHouse Media Operating level.  As a
result, GateHouse Media Operating's pro forma financial profile
will be weak for the ratings.

CP Media's properties include four daily and 92 non-daily
newspapers, and 25 shoppers and specialty publications.  The
company is a subsidiary of Herald Media Inc.  Enterprise NewsMedia
Holding publishes two daily and 11 non-daily newspapers.  Pro
forma for the acquisitions, GateHouse Media Operating will have 77
daily newspapers, 271 non-daily newspapers, 136 shoppers, and
other publications in 17 states. The acquisitions enhance the
company's business profile by providing additional scale and
further geographic diversification.


GEORGIA GULF: Fitch Holds BB Sr. Note and Issuer Default Ratings
----------------------------------------------------------------
Fitch Ratings affirmed Georgia Gulf Corporation's credit ratings:

   * Issuer default rating (IDR) 'BB';
   * Senior secured bank credit facility 'BBB-';
   * Senior secured notes: withdrawn;
   * Senior unsecured notes 'BB'.

The Rating Outlook is Positive.  Total debt including off-balance
sheet accounts receivable securitization is approximately $387.3
million at March 31, 2006.

Georgia Gulf's strong operating performance and continued debt
reduction support the ratings affirmation.  Despite weakness in
the Aromatics business, Georgia Gulf's operating performance has
been strong due to favorable conditions in the Chlorovinyls
business.

Additionally, the company repaid $54.3 million on its secured
credit facility during the first quarter of 2006 with a
combination of free cash flow and balance sheet cash.  Georgia
Gulf's debt level is the lowest in seven years, when the company
levered up to finance the acquisition of CONDEA Vista's vinyls
business in 1999.

Higher operating EBITDA levels and lower debt have improved credit
statistics to 11.1 times operating EBITDA/gross interest expense
and 2.3x total adjusted debt/operating EBITDAR for the latest 12-
month period ended March 31, 2006.  The ratings continue to be
supported by the company's integration, market positions, and
conservative management.

The Positive Rating Outlook reflects Fitch's expectations for
continued strong operating performance at Georgia Gulf over the
next 12 months, primarily due to favorable market conditions in
PVC resin through 2006.  Fitch expects North American PVC resin
supply to increase during the second half of 2007 at the earliest.
At that time, Georgia Gulf's Chlorovinyls segment may suffer from
declining profitability and the cyclical downturn may begin in
vinyls.

Georgia Gulf is a commodity chemicals producer based in Atlanta,
GA.  Its product portfolio includes VCM, PVC resin, vinyl
compounds, cumene, acetone, and phenol.  Georgia Gulf earned
approximately $218.4 million of EBITDA on sales of nearly $2.2
billion for the LTM period ended March 31,2006.


GLACIER FUNDING: Fitch Holds BB+ Rating on $2.9MM Class D Notes
---------------------------------------------------------------
Fitch affirms five classes of notes issued by Glacier Funding III,
Ltd.  These rating actions are effective immediately:

   * $343,583,202 class A-1 notes affirmed at 'AAA';
   * $66,739,183 class A-2 notes affirmed at 'AAA';
   * $42,268,149 class B notes affirmed at 'AA';
   * $25,212,580 class C notes affirmed at 'BBB';
   * $2,966,186 class D notes affirmed at 'BB+'.

Glacier III is a collateralized debt obligation that closed July
29, 2005 and is managed by Terwin Money Management, LLC.  Glacier
III has a substitution period that grants Terwin limited trading
ability until November 2007.  The portfolio is composed of
residential mortgage-backed securities, commercial mortgage-backed
securities, CDOs, real estate investment trust securities and
asset-backed securities.

These affirmations are the result of stable collateral
performance.  Between the effective date report from Oct. 29, 2005
and the most recent trustee report dated April 29, 2006, the
weighted average rating factor has remained at 3.7.  During this
same period, the overcollateralization ratios have remained
stable, and interest coverage ratios have declined marginally.  
The class A/B OC ratio has remained at 109.3%, relative to a
trigger of 104.1%.  The class A/B IC ratio has decreased to 125.4%
from 129.5%, relative to a trigger of 106%.  There have been no
defaulted or distressed assets in the portfolio to date.

Glacier III currently pays all of the notes pro rata, and will
continue to do so until more than 50% of the original collateral
balance is paid down, the class A/B OC test fails or there is an
event of default.  To date, each class has received approximately
1.1% of its original balance.

The ratings of the class A-1, A-2 and B notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The
ratings of the class C and D notes address the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.


GLOBAL HOME: Gets Final Court Order for Cash Collateral Use
-----------------------------------------------------------
The Honorable Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware gave his final order allowing Global Home
Products, LLC, and its debtor-affiliates to use cash collateral
securing repayment of their debts to Madeleine LLC.

When they filed for bankruptcy, the Debtors owed Madeleine around
$200 million under an April 13, 2004, Financing Agreement.   The
loan was secured by a lien on substantially all of the Debtors'
assets exclusive of the 35% of the equity held by any Debtor in
any of its foreign subsidiaries.

The Debtors will use the cash collateral to meet payroll and other
operating expenses and to maintain vendor support.  

To provide Madeleine with adequate protection, the Debtors will
grant replacement liens and security interests to the extent of
any diminution in value of their collateral pursuant to Sections
361 and 363 of the Bankruptcy Code.

Headquartered in Westerville, Ohio, Global Home Products, LLC --
http://www.anchorhocking.com/and http://www.burnesgroup.com/--
sells houseware and home products and manufactures high quality
glass products for consumers and the food services industry.
The company also designs and markets photo frames, photo albums
and related home decor products.  The company and 16 of its
affiliates filed for Chapter 11 protection on Apr. 10, 2006
(Bankr. D. Del. Case No. 06-10340).  Laura Davis Jones, Esq.,
Bruce Grohsgal, Esq., James E. O'Neill, Esq., and Sandra G.M.
Selzer, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub LLP, represent the Debtors.  When the company filed
for protection from their creditors, they estimated assets
between $50 million and $100 million and debts of more than
$100 million.


GMAC COMMERCIAL: Fitch Holds Low-B Ratings on Four Cert. Classes
----------------------------------------------------------------
Fitch upgraded and removed from Rating Watch Positive nine classes
of GMAC Commercial Mortgage Securities, Inc.'s commercial mortgage
pass-through certificates, series 2003-C2:

   * $40.3 million class B to 'AAA' from 'AA';
   * $16.1 million class C to 'AAA' from 'AA-';
   * $30.7 million class D to 'AA+' from 'A';
   * $16.1 million class E to 'AA' from 'A-';
   * $21 million class F to 'A+' from 'BBB+';
   * $11.3 million class G to 'A' from 'BBB';
   * $16.1 million class H to 'BBB+' from 'BBB-';
   * $21 million class J to 'BBB-' from 'BB+';
   * $8.1 million class K to 'BB+' from 'BB'.

In addition, Fitch affirmed these classes:

   * $534.8 million class A-1 at 'AAA';
   * $471.6 million class A-2 at 'AAA';
   * Interest-only class X-1 at 'AAA';
   * Interest-only class X-2 at 'AAA';
   * $8.1 million class L at 'BB-';
   * $9.7 million class M at 'B+';
   * $4.8 million class N at 'B';
   * 4.8 million class O at 'B-'.

Fitch does not rate the $21 million class P certificates.

The rating upgrades are due to defeasance and paydown since
issuance.  Six loans have defeased, including the John Hancock
Tower loan, the largest loan in the pool.  As of the April 2006
distribution date, the pool has paid down 4.3% to $1.24 billion
from $1.29 billion at issuance.

Fitch reviewed the credit assessments of the DDR Portfolio and the
Boulevard Mall loan.  Each loan maintains an investment-grade
credit assessment.

The DDR Portfolio is secured by 10 anchored retail properties
totaling 2.9 million square feet located across eight states.  The
DDR Portfolio whole loan consists of three pari passu A notes,
with the $46.6 million A-1 piece included in this trust.  The
year-end 2005 servicer-provided debt service coverage ratio based
on net operating income improved slightly to 2.41 times compared
to 2.34x at issuance.  In addition, the combined occupancy
improved to 97.4% versus 94% at issuance.

The Boulevard Mall is a 1.2 million sf regional mall in Las Vegas,
Nevada, of which 587,170 sf serve as collateral for the loan.  The
Boulevard Mall whole loan consists of two pari passu A notes and a
$21.5 million B note, with the $46.5 million A-2 piece included in
this trust.  The YE 2005 servicer-provided DSCR based on NOI for
the A notes was 2.49x compared to 2.86x at issuance.  Occupancy
increased slightly to 94.6% from 92.6% at issuance.

Fitch is concerned about the fourth largest loan in the pool,
which is collateralized by a multifamily property in Novi,
Michigan.  The YE 2005 servicer-provided DSCR based on NOI
declined sharply to 1.14x compared to 1.44x at YE 2004 and 1.46x
at issuance.  The NOI decline is attributable to a drop in
occupancy resulting from soft market conditions.  Occupancy as of
Feb. 28, 2006 was just 59%, compared to 68% at YE 2004 and 88% at
issuance.  The borrower is attempting to make the property more
marketable by undertaking interior and exterior improvements.


HOLLINGER INC: Reports $43.2 Mil. of Cash on Hand as of April 28
----------------------------------------------------------------
Hollinger Inc. and its subsidiaries -- other than Hollinger
International and its subsidiaries -- had approximately US$43.2
million of cash or cash equivalents on hand, including restricted
cash at the close of business on April 28, 2006.

At April 28, 2006, Hollinger owned, directly or indirectly,
782,923 shares of Class A Common Stock and 14,990,000 shares of
Class B Common Stock of Hollinger International.  Based on the
April 28, 2006 closing price of the shares of Class A Common Stock
of Hollinger International on the New York Stock Exchange of
US$7.97, the market value of Hollinger's direct and indirect
holdings in Hollinger International was US$125.7 million.

All of Hollinger's direct and indirect interest in the shares of
Class A Common Stock of Hollinger International is being held in
escrow in support of future retractions of its Series II
Preference Shares.  All of Hollinger's direct and indirect
interest in the shares of Class B Common Stock of Hollinger
International is pledged as security in connection with the senior
notes and the second senior notes.

In addition to the cash or cash equivalents on hand, Hollinger has
previously deposited approximately C$8.7 million in trust with the
law firm of Aird & Berlis LLP, as trustee, in support of
Hollinger's indemnification obligations to six former independent
directors and two current officers.  In addition, C$750,000 has
been deposited in escrow with the law firm of Davies Ward Phillips
& Vineberg LLP in support of the obligations of a certain
Hollinger subsidiary.

As of April 28, 2006, there was approximately US$119.5 million
aggregate collateral securing the US$78 million principal amount
of the Senior Notes and the US$15 million principal amount of the
Second Senior Notes outstanding.

                   Delinquent Financial Statements

Hollinger Inc. has been unable to file its annual financial
statements, Management's Discussion & Analysis and Annual
Information Form for the years ended Dec. 31, 2003, 2004 and 2005
on a timely basis as required by Canadian securities legislation.  
In addition, Hollinger has not filed its interim financial
statements for the fiscal quarters ended March 31, June 30 and
September 30 in each of its 2004 and 2005 fiscal years.

The Company says that its Audit Committee is working with the
auditors, and discussing with regulators, various alternatives to
return its financial reporting requirements to current status.

            Ravelston Receivership and CCAA Proceedings

On April 20, 2005, the Ontario Superior Court of Justice issued
two orders by which The Ravelston Corporation Limited and
Ravelston Management Inc. were:

     -- placed in receivership pursuant to the Courts of Justice
        Act (Ontario); and

     -- granted protection pursuant to the Companies' Creditors
        Arrangement Act (Canada).

Pursuant to these orders, RSM Richter Inc. was appointed receiver
and manager of all of the property, assets and undertakings of
Ravelston and RMI.  

Ravelston holds approximately 16.5% of the outstanding Retractable
Common Shares of Hollinger.  On May 18, 2005, the Court further
ordered that the Receivership Order and the CCAA Order be extended
to include Argus Corporation Limited and its five subsidiary
companies which collectively own, directly or indirectly, 61.8% of
the outstanding Retractable Common Shares and approximately 4% of
the Series II Preference Shares of Hollinger.

The Ravelston Entities own, in aggregate, approximately 78% of the
outstanding Retractable Common Shares and approximately 4% of the
Series II Preference Shares of Hollinger.  The Court has extended
the stay of proceedings against the Ravelston Entities to June 16,
2006.  The Court has also extended the date for the submission of
claims against the Ravelston Entities to May 19, 2006.

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Hollinger is in default under the terms of the indentures
governing Hollinger's US$78 million principal amount of 11.875%
Senior Secured Notes due 2011 and US$15 million 11.875% Second
Priority Secured Notes due 2011 due to Ontario Superior Court of
Justice's appointment of RSM Richter as receiver of all of the
Ravelston Entities' assets (except for certain shares held
directly or indirectly by them, including shares of Hollinger Inc.
and RMI).

                        About Hollinger Inc.

Hollinger Inc.'s (TSX:HLG.C)(TSX:HLG.PR.B) --
http://www.hollingerinc.com/-- principal asset is its  
approximately 66.8% voting and 17.4% equity interest in Hollinger
International, a newspaper publisher with assets which include the
Chicago Sun-Times and a large number of community newspapers in
the Chicago area.  Hollinger also owns a portfolio of commercial
real estate in Canada.

                          Litigation Risks

Hollinger, Inc., faces various court cases and investigations:

   (1) a consolidated class action complaint filed in Chicago,
       Illinois;

   (2) a class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on September 7, 2004;

   (3) a US$425,000,000 fraud and damage suit filed in the State
       of Illinois by International;

   (4) a lawsuit seeking enforcement of a November 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid and
       to prevent the closing of a certain transaction;

   (5) a lawsuit filed by International seeking injunctive relief
       for the return of documents of which it claims ownership;

   (6) a US$5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor;

   (7) an action commenced by the United States Securities and
       Exchange Commission on November 15, 2004, seeking
       injunctive, monetary and other equitable relief; and

   (8) investigation by the enforcement division of the OSC.


IMMUNE RESPONSE: Losses Prompt Levitz Zacks' Going Concern Doubt
----------------------------------------------------------------
Levitz, Zacks & Ciceric expressed substantial doubt about The
Immune Response Corporation's ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2005 and 2004.  The auditing firm points to
the company's stockholders' deficit and comprehensive loss for
each of the years in the two-year period ended Dec. 31, 2005.

Immune Response's balance sheet at Dec. 31, 2005 showed $5,416,000
in total assets and $11,066,000 in total liabilities, resulting in
a total stockholders' deficit of $5,650,000.

The company's balance sheet at Dec. 31, 2005, also showed strained
liquidity with $437,000 in total current assets and $3,423,000 in
total current liabilities.

The company's net losses decreased by $12,646,000 from $29,959,000
in 2004 to $17,313,000 in 2005.  Revenues for the year ended Dec.
31, 2005 was $44,000 compared to the prior year's revenue of
$323,000.

A full-text copy of the company's financial statement for the
years ended Dec. 31, 2005 and 2004 is available for free at:  

              http://researcharchives.com/t/s?8c0

The Immune Response Corporation (Nasdaq: IMNR) --
http://www.imnr.com/-- is an immuno-pharmaceutical company  
focused on developing products to treat autoimmune and infectious
diseases.  The Company's lead immune-based therapeutic product
candidates are NeuroVax(TM) for the treatment of multiple
sclerosis (MS) and IR103 for the treatment of Human
Immunodeficiency Virus (HIV) infection.  Both of these therapies
are in Phase II clinical development and are designed to stimulate
pathogen-specific immune responses aimed at slowing or halting the
rate of disease progression.


INTEGRATED ELECTRICAL: Posts $27.4MM of Net Loss in Second Quarter
------------------------------------------------------------------
Integrated Electrical Services, Inc. (OTC Pink Sheets: IESRQ)
reported results for its fiscal 2006 second quarter ended March
31, 2006 and an update on its reorganization.

                        Financial Results

Total revenue for the second fiscal quarter of 2006 was
$245.2 million compared to $268.9 million for the second
fiscal quarter of 2005.  

Gross profit decreased by $1.5 million, or 5%, to $29 million for
the second fiscal quarter of 2006 from $30.5 million for the
second fiscal quarter of 2005.  Gross profit margin as a
percentage of revenue increased to 11.8% for the second fiscal
quarter of 2006 from 11.3% for the second fiscal quarter of 2005.

The loss from operations increased by $2.3 million, from an
operating loss of $4.7 million for the second fiscal quarter of
2005 to an operating loss of $7 million for the second fiscal
quarter of 2006.  

The net loss for the second quarter of fiscal 2006 was
$27.4 million, compared to a net loss of $13.2 million in
the second quarter of 2005.

For the six months ending March 31, 2006, total revenue was
$504.3 million, decreasing by $30 million, or 5.6%, from
$534.3 million for the six months ending March 31, 2005.

Gross profit increased by $1.4 million, or 2.2%, to $65.8 million
for the first six months of fiscal 2006 from $64.4 million for the
six months of fiscal 2005.  Gross profit margin as a percentage of
revenues increased to 13.1% in the first six months of fiscal 2006
from 12.1% for the same period one year ago.

The loss from operations for the first half of fiscal 2006 was
$3.1 million compared to an operating loss of $5.5 million for the
same period a year ago.

The net loss for the first half of fiscal 2006 was $29.2 million,
an improvement of $1.6 million from the net loss of $30.8 million
in the first half of fiscal 2005.

              Execution of Financial Restructuring

On April 26, 2006, the U.S. Bankruptcy Court for the Northern
District of Texas confirmed the Plan of Reorganization of
Integrated Electrical Services, Inc. and all of its domestic
business units.  The Plan is expected to be consummated in the
first half of May 2006, and provides, among other things, for:

   * the reduction of IES' outstanding indebtedness by
     approximately $173 million by exchanging its senior
     subordinated notes for 82% of the new IES common stock,

   * refinancing of the company's $50 million of outstanding
     senior convertible notes with the proceeds of the new term
     loan,

   * converting IES' outstanding common stock into shares
     representing approximately 15% of the new IES common stock,
     and

   * issuing to management shares representing approximately 3% of
     the new IES common stock.

"I am extremely proud that we will be able to exit Chapter 11 this
quickly," Byron Snyder, IES' chairman and chief executive officer,
said.  "Throughout the process, we have told customers, vendors,
lenders, surety providers, employees and other constituencies that
we expect this process to be an accelerated one.  Being able to
carry out that expectation is very important in maintaining the
faith of all of these groups in IES.  I want to thank all of those
that have helped to make this a reality."

                Application for Listing on NASDAQ

IES' common stock is currently trading on the OTC Pink Sheets
under the ticker symbol IESRQ.PK.  IES' new common stock has been
approved for quotation on the NASDAQ National Market System,
subject to its issuance on or about the Effective Date.  The
NASDAQ has assigned the stock symbol IESC as the trading symbol
for the company's new common stock.

                       Debt and Liquidity

The company is finalizing discussions with a lending syndicate led
by Bank of America on a two-year, $80 million senior secured,
post-confirmation exit credit facility, with a sub-limit of
$72 million for letters of credit.  The new facility is expected
to refinance the DIP facility currently in place and provide
letters of credit and financing subsequent to the company's
emergence from Chapter 11.

The company is also finalizing discussions with Eton Park Fund,
L.P. and an affiliate, and Flagg Street Partners LP and affiliates
on a seven-year, $53 million senior secured term loan.  The
primary purpose of the term loan is to refinance the company's
senior convertible notes.  The loan is expected to carry a base
rate of 10.75% per annum, subject to adjustment, to be payable
quarterly in arrears, and to permit the company, at its option, to
direct that interest be paid by capitalizing such interest as
additional loans under the facility.

As of May 10, 2006, unrestricted cash totaled approximately
$19 million. In addition, the company has posted $20.1 million
of cash collateral with its senior lender, for total cash of
$39.1 million.

                         Wind-Down Units

On March 28, 2006, the company committed to an exit plan with
respect to five underperforming units in its Commercial /
Industrial segment.  The exit plan includes the closure or
consolidation of the operations of the units or the sale or other
disposition of the units.  These units include Bryant Electric
Company, Inc.; Mark Henderson, Incorporated; Mills Electric LP;
Pan American Electric, Inc.; and Thomas Popp & Company.  During
fiscal 2006, these units have lost approximately $13.5 million
from operations.  Results of operations for these units are
included in Continuing Operations.

                   About Integrated Electrical

Headquartered in Houston, Texas, Integrated Electrical Services,
Inc. -- http://www.ielectric.com/and http://www.ies-co.com/-- is
an electrical and communications service provider with national
roll-out capabilities across the U.S.  Integrated Electrical
Services offers seamless solutions and project delivery of
electrical and low-voltage services, including communications,
network, and security solutions.

The Company provides everything from system design, installation,
and testing to long-term service and maintenance on a wide array
of projects.  With approximately 140 locations nationwide, the
Company is prepared to seamlessly manage and deliver all your
electrical, security, and communication requirements.  The Debtor
and 132 of its affiliates filed for chapter 11 protection on Feb.
14, 2006 (Bankr. N.D. Tex. Lead Case No. 06-30602).  Daniel C.
Stewart, Esq., and Michaela C. Crocker, Esq., at Vinson & Elkins,
L.L.P., represent the Debtors in their restructuring efforts.
Marcia L. Goldstein, Esq., and Alfredo R. Perez, Esq., at Weil,
Gotshal & Manges LLP, represent the Official Committee of
Unsecured Creditors.  As of Dec. 31, 2005, Integrated Electrical
reported assets totaling $400,827,000 and debts totaling
$385,540,000.


J. RAY: Moody's Rates Proposed $500 Million Senior Loan at B1
-------------------------------------------------------------
Moody's Investors Service assigned a B1 senior secured rating to
J. Ray McDermott, S.A.'s proposed $500 million senior secured
credit facilities.  Moody's placed the B2 senior secured rating of
JRM's $200 million 11% notes under review for possible upgrade.  
J. Ray McDermott is a Panama-based wholly owned subsidiary of
McDermott International Inc.

Moody's upgraded MII's Corporate Family Rating to B1 from B2.
These rating actions follow JRM's announcement that it has
commenced a cash tender offer and consent solicitation for all of
its senior secured notes.  The proposed credit facilities are
expected to close in early June concurrent with completion of the
tender offer.  If investors do not tender 100% of the notes, the
remaining outstanding notes will be upgraded to B1 from B2 once
the proposed credit facilities have closed.  The outlooks of MII
and JRM are stable.

The B1 senior secured rating of the proposed credit facilities is
one notch higher than the current B2 senior secured rating on
JRM's existing secured notes.  The B1 credit facilities rating
reflects JRM's significantly lower leverage following repayment of
the $200 million existing secured notes and the $91 million
subordinated notes payable to MII.  If JRM is successful with its
tender offer, it will have no funded debt. However, Moody's will
continue to apply its standard adjustments to JRM's balance sheet,
with adjusted debt consisting primarily of leasing obligations and
pensions.

The upgrade of MII's Corporate Family Rating to B1 from B2
reflects both JRM's B1 credit facilities rating and the B1 senior
secured bank credit facility rating at The Babcock & Wilcox
Company that was assigned in December 2005 upon its emergence from
bankruptcy.

The B1 credit facilities rating further reflects JRM's continued
operating and financial improvement, its improved liquidity,
management's disciplined approach to its project work and cost
structure, and the company's growing backlog of work, providing
increased visibility around near to medium term results.  JRM's
operating performance is expected to continue improving over the
medium-term, driven by its increasing backlog.  JRM's backlog as
of March 31 was $2.4 billion, up from $1.8 billion at year-end
2005, and it signed contracts for about $800 million during the
first quarter of 2006.  About 86% of this backlog is expected to
be realized over the next two years.  More significantly, the
projected gross margin in the backlog has been growing over the
past two years due to better bidding practices and cost control
improvements.

JRM's rating is restrained by its exposure to the large number of
fixed price contracts in its backlog and by the low utilization of
its construction yards leading to relative geographic
concentration.  JRM's backlog is dominated by the Middle East and
Baku in the Caspian, with activity in Asia beginning to increase.
JRM's rating is tempered by potential distributions to MII to fund
future asbestos liability settlement payments at B&W.

McDermott International Inc., headquartered in Houston, Texas, is
an international energy services company that provides
engineering, fabrication, installation and facilities management
services to energy and power companies and to the U.S. government.


J. RAY: S&P Rates Proposed $500 Million Credit Facilities at B+
---------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B+' rating and a
'3' recovery rating to J. Ray McDermott's S.A.'s proposed
$500 million senior secured credit facilities.  At the same time,
S&P affirmed the 'B+' corporate credit ratings of J. Ray, its
parent, McDermott International Inc., and its sister company, The
Babcock & Wilcox Co.  The outlook has been revised to positive
from stable.

Houston, Texas-based J. Ray currently has $200 million in funded
debt.

J. Ray has announced plans to tender its $200 million senior
secured bond with cash on hand.  Assuming a satisfactory number of
the bond investors agree to the tender offer, J. Ray will then
repay $91 million in intercompany notes to McDermott
International, and seek to syndicate a $500 million senior
secured credit facility.

"The revision of the outlook to positive reflects the continued
improvement in financial results at J. Ray," said Standard &
Poor's credit analyst David Lundberg.  The subsidiary generated
over $180 million in EBITDA in 2005, which exceeded Standard &
Poor's expectations.  J. Ray also has good revenue visibility into
2006, and to a degree, 2007.

"J. Ray maintains a substantial backlog of projects in the Middle
East, which more than compensates for weakness in the U.S. market;
the pending tender offer of J. Ray's secured bonds and launch of
the credit facilities will serve to improve cash flow adequacy and
liquidity measures," Mr. Lundberg continued.

B&W and BWX Technologies Inc. are expected to remain steady cash
flow generators, which helps offset the inherent high volatility
of J. Ray's business.  As the company's remaining contingent
asbestos payments are incorporated in the current rating, any
future ratings action will depend primarily on financial
performance.


JACOBS ENTERTAINMENT: S&P Rates Proposed $100 Mil. Sr. Loan at B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating and
recovery rating of '1' to Jacobs Entertainment Inc.'s proposed
$100 million senior secured credit facility, indicating the
expectation that lenders would realize full recovery of principal
(100%) in the event of a payment default.

At the same time, Standard & Poor's affirmed its existing ratings
on Jacobs, including its 'B' corporate credit rating. The outlook
remains stable.  The Golden, Colorado-headquartered gaming
facilities owner and operator is estimated to have close to
$280 million of pro forma debt outstanding, after taking into
account the bank loan, including the delayed draw term loan, and
expected note financing transactions.

The proposed bank facility transaction, along with an expected
near-term unsecured note issuance, is expected to be used to:

   * refinance existing debt,

   * fund the $14.5 million acquisition of a casino in Carson
     City, Nevada,

   * acquire five truck plazas for $21 million,

   * reimburse $8.8 million of costs associated with the
     previous acquisition of two truck plazas,

   * fund a $10 million dividend to shareholders, and

   * for transaction fees and expenses.


JP MORGAN: Fitch Lifts Rating on $7.8 Mil. Class G Certs. to BBB-
-----------------------------------------------------------------
Fitch upgraded JP Morgan Chase Commercial Securities Corp., series
2001-A:

   * $3.4 million class E to 'AAA' from 'A+';
   * $5.1 million class F to 'AA' from 'BBB';
   * $7.8 million class G to 'BBB-' from 'BB-'.

In addition, Fitch affirms these classes:

   * $33.1 million class A-2 'AAA';
   * Interest only class X 'AAA';
   * $6.8 million class B 'AAA';
   * $7.9 million class C 'AAA';
   * $10.8 million class D 'AAA'.

Fitch does not rate the $8.8 million class NR.

The upgrades reflect the improved credit enhancement levels since
issuance, defeasance, and better than expected performance of the
pool.  As of the April 2006 distribution date, the pool's
collateral balance has been reduced 26.5%, to $83.6 million from
$113.8 million at issuance.  Two loans have defeased.

There are currently no delinquent or specially serviced loans in
the transaction.  Fitch remains concerned with and continues to
monitor the concentrations the transaction.  The deal is
collateralized by 62% retail properties and 9% healthcare.  In
addition, the largest loan and top five loans represent 27% and
63% of the overall transaction respectively.

The majority of the collateral in this transaction are loans that
were originated for securitization but were removed from
prospective conduit pools.


KNIGHT II FUNDING: Moody's Puts $26.5MM Notes' B2 Rating on Watch
-----------------------------------------------------------------
Moody's Investors Service said that as part of the rating
monitoring process it has placed the following Classes of Notes
issued by Knight II Funding Ltd., a collateralized debt obligation
issuance, on the Moody's Watchlist for possible upgrade:

     (1) The $36,000,000 Class A-2 Senior Secured Rate Notes due
         October 2012, currently rated Baa1 and

     (2) The $26,500,000 Class B Senior Subordinate Notes due
         October 2012, currently rated B2.

Moody's noted that the transaction has experienced an improvement
in the credit quality of the pool of collateral as evidenced by a
decreasing weighted average rating factor.


KNOLOGY INC: Moody's Lifts Ratings and Says Outlook is Positive
---------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating for
Knology, Inc., to B2 from B3.  Moody's also raised Knology's
senior secured first lien bank rating to B1 from B3 and the senior
secured second lien bank rating to Caa1 from Caa2.

The upgrades reflect Knology's more rapid than expected transition
to positive free cash flow from operations; Moody's currently
anticipates Knology will achieve positive free cash flow from
operations after capital expenditures for the full year 2006.  The
more established track record of Knology and overbuilders in
general also supports the upgrade.

Additionally, Moody's changed the outlook to positive from stable,
given consistent revenue growth and the current trajectory of
continuing margin improvement.  With continuation of these
financial trends and further evidence of management's commitment
to improving the Knology's credit profile, upward ratings momentum
could develop over the next 12 to 18 months.  Knology's leverage
fell to 6 times as of year end 2005 and 5.4 times for the quarter
ended March 31 from over 7 times when Moody's assigned ratings to
Knology in May 2005 (based on trailing twelve months cash flow and
using Moody's standard adjustments).  Furthermore, Moody's
anticipates Knology will achieve positive free cash flow in 2006,
compared to previous expectations that the company would consume
modest cash (less than $2 million) in 2006.

Knology's B2 corporate family rating also reflects its lack of
scale, financial risk, and concerns over competition, offset by
the company's upgraded network, high penetration of multiple
services, and reasonable diversification of cash flow among its
markets relative to other companies of similar size.


MERRILL LYNCH: S&P Puts Low-B Ratings on $40.5 Million Certs.
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Merrill Lynch Mortgage Trust 2006-C1's $2.5 billion
commercial mortgage pass-through certificates series 2006-C1.

The preliminary ratings are based on information as of May 9,
2006.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Class A-1, A-2, A-3, A-
1A, A-SB, A-4, AM, AJ, B, C, and D are currently being offered
publicly.  The remaining classes will be offered privately.  
Standard & Poor's analysis determined that, on a weighted average
basis, the pool has a debt service coverage of 1.58x, a beginning
LTV of 96.3%, and an ending LTV of 85.5%. The rated final maturity
date for these certificates is May 2039.

                 Preliminary Ratings Assigned

            Merrill Lynch Mortgage Trust 2006-C1

                            Preliminary     Recommended credit
Class          Rating          amount             support(%)
-----          ------        -----------     ------------------
A-1(1)         AAA           $91,545,000            30.000
A-2(1)         AAA          $380,910,500            30.000
A-3(1)         AAA          $159,000,000            30.000
A-1A(1)        AAA          $244,645,000            30.000
A-SB(1)        AAA          $113,900,000            30.000
A-4(1)         AAA          $757,147,000            30.000
AM             AAA          $249,593,000            20.000
AJ(1)          AAA          $218,393,000            11.250
B              AA            $56,159,000             9.000
C              AA-           $28,079,000             7.875
D              A             $31,199,000             6.625
E              A-            $18,719,000             5.875
F              BBB+          $28,079,000             4.750
G              BBB           $21,840,000             3.875
H              BBB-          $24,959,000             2.875
J              BB+            $6,240,000             2.625
K              BB             $9,359,000             2.250
L              BB-            $6,240,000             2.000
M              B+             $6,240,000             1.750
N              B              $6,240,000             1.500
P              B-             $6,240,000             1.250
Q              NR            $31,199,283             0.000
X(2)           AAA        $2,495,925,283              N/A

(1) Class A-1, A-2, A-2FL, A-3, A-3FL, A-1A, A-SB, and A-4 receive
interest and principal before class AJ.  Losses are borne by class
AJ before class A-1, A-2, A-2FL, A-3,A-3FL, A-1A, A-SB, and A-4,
which will be applied pari passu.

(2) Interest-only class with a notional amount.

                NR -- Not rated.
              N/A -- Not applicable.


MESA GLOBAL: S&P Junks Rating on Class B-2 Certificates
-------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on various
classes from MESA Global Issuance Co.'s series 2001-4, 2002-1,
2002-2, and 2002-3.  Additionally, the rating on class B-2 from
MESA Global Issuance Co.'s series 2002-1 is lowered to 'CCC' from
'B'.  At the same time, the remaining publicly rated classes
issued by MESA Global Issuance Co. are affirmed.

The upgrades reflect sufficient current and projected credit
support, which is in the form of subordination,
overcollateralization, and excess spread.  The projected credit
support percentages are at least 3.45x the loss coverage levels
associated with the raised ratings.  Except in the case of series
2002-1, excess spread has been consistently greater than the
losses on all of the upgraded deals.

The lowered rating on class B-2 from series 2002-1 reflects
continued erosion of credit support due to adverse collateral pool
performance, depletion of overcollateralization, losses that
outpace excess interest, a high level of serious delinquencies
(90-plus days, foreclosure, and REO), and high cumulative losses.

The affirmations reflect actual and projected credit support
percentages that adequately support the current ratings.  The
transactions with affirmed ratings benefit from credit enhancement
provided by subordination, overcollateralization, and excess
spread.

As of the April 2006 remittance date, total delinquencies ranged
from 9.33% (series 2002-2) to 36.49% (series 2002-3).  The
cumulative realized losses, as a percentage of the original trust
balances, ranged from 6.71% (series 2002-3) to 20.15% (series
2001-4).  The outstanding pool balances ranged from 11.28% (series
2001-4) to 25.98% (series 2002-3) of the original sizes.

The certificates and notes from all of these transactions
represent an interest in a trust fund consisting primarily of a
pool of one- to four-family, fixed- and adjustable-rate, first-
and second-lien mortgage loans, with terms to maturity of not more
than 30 years.

                        Ratings Raised
                        --------------

                   MESA Global Issuance Co.

                                    Rating
                                    ------
          Series        Class     To      From
          ------        -----     --      ----
          2001-4        M-2       AAA     A+
          2002-1        M-2       AAA     AA
          2002-2        B-1       AAA     A-
          2002-3        M-1       AAA     AA+
          2002-3        M-2       AA      A

                       Rating Lowered
                       --------------

                   MESA Global Issuance Co.

                                    Rating
                                    ------
          Series        Class     To      From
          ------        -----     --      ----
          2002-1        B-2       CCC     B

                      Ratings Affirmed
                      ----------------

                   MESA Global Issuance Co.

           Series        Class           Rating
           ------        -----           ------
           2001-4        B               BBB
           2002-1        B-1             BBB
           2002-2        B-2             BB
           2002-3        B-1             BBB
           2002-3        B-2             BB


MESA TRUST: S&P Lowers Rating on Class M-2 Certificates to B
------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on class B
from MESA Trust 2001-1 to 'AAA' from 'A+'.  Additionally, the
rating on class M-2 from MESA Trust 2001-5 is lowered to 'B' from
'BB'.  At the same time, ratings on classes A and M-1 from MESA
Trust 2001-5 are affirmed.

The upgrade to class B from MESA Trust 2001-1 reflects sufficient
current and projected credit support, which is available in the
form of subordination, overcollateralization, and excess spread.
The projected credit support percentage is 8.12x the loss coverage
levels associated with the raised rating.  Excess spread has been
consistently greater than the losses on the upgraded class.

The lowered rating on class M-2 from MESA Trust 2005-1 reflects
continued erosion of credit support due to adverse collateral pool
performance, the depletion of overcollateralization, losses that
outpace excess interest, high level of serious delinquencies (90-
plus days, foreclosure, and REO), and high cumulative losses.

The affirmations reflect actual and projected credit support
percentages that adequately support the current ratings. As of the
March 2006 remittance date, total delinquencies for series 2005-1
were 35.02% and cumulative realized losses were 9.65%.  The
remaining unpaid pool balance as a percentage of the original
balance is approximately 23.20%.

These transactions benefit from credit enhancement provided by
subordination, overcollateralization, and excess spread.
Additional credit enhancement for class A from series 2001-5 is
provided by a monoline insurance policy issued by Ambac Assurance
Corp. ('AAA' financial strength rating).  This policy guarantees
timely payments of interest and ultimate payment of principal to
the notes.

The certificates and notes represent an interest in a trust fund
consisting primarily of a pool of one- to four-family, fixed- and
adjustable-rate, first- and second-lien mortgage loans, with terms
to maturity of not more than 30 years.

Substantially all of the mortgage loans have certain deficiencies
(document and other) and/or have delinquency histories that exceed
the scope of the originator's usual underlying guidelines. These
mortgage loans are known as scratch-and-dent, document deficient,
reperforming loans.

                         Rating Raised
                         -------------

                        MESA Trust 2001-1

                                 Rating
                                 ------
                     Class     To      From
                     -----     --      ----
                     B         AAA     A+

                         Rating Lowered
                         --------------

                        MESA Trust 2001-5

                                 Rating
                                 ------
                     Class     To      From
                     -----     --      ----
                     M-2       B       BB

                        Ratings Affirmed
                        ----------------

                        MESA Trust 2001-5

                       Class        Rating
                       -----        ------
                       A            AAA
                       M-1          A


MIRANT CORP: Creditors Committee Wants Fee Bonuses Denied
---------------------------------------------------------
Fredric Sosnick, Esq., at Shearman & Sterling LLP, in New York,
relates that the Official Committee of Unsecured Creditors for
Mirant Corporation, et al., received information that some
professionals may submit bonus requests.  In the case of
professionals representing certain committees other than the
Mirant Committee, those requests may have the support of their
Committees.

From the Mirant Committee's perspective, the fact that the
constituents of those Committees received a relatively modest
percentage of the new equity would render their support
unpersuasive.

Accordingly, the Mirant Committee asks the Court to deny those
requests for bonuses or fee enhancements.

Against this backdrop, Shearman & Sterling LLP, the Mirant
Committee's co-counsel, declined to submit a bonus request at
this time.

Shearman and the Mirant Committee believe that, if the Court is
inclined to grant the bonus, it should create a pool with those
bonuses and distribute them equitably among all of the similarly
situated hourly professionals in the Debtors' cases.  To do
otherwise would prejudice Shearman and other professionals, Mr.
Sosnick says.

Mirant Committee's co-counsel, Andrews Kurth LLP, and financial
advisors, Capstone Advisory Group, LLC, agree with Shearman &
Sterling.

The New Mirant Entities echo the Mirant Committee's concern.

On behalf of New Mirant, Michelle C. Campbell, Esq., at White &
Case LLP, in Miami, Florida, reminds Judge Lynn that any fee
enhancements will directly reduce Mirant's net income and would
therefore come at the expense of its shareholders.

New Mirant believes that professionals compensated on an hourly
rate in Mirant's Chapter 11 cases have been adequately
compensated by the lodestar method -- reasonable time multiplied
by the customary hourly rate.

If the Court decides to grant the bonus request of any other
hourly professional, New Mirant also asks the Court to create a
pool to distribute bonuses equitably among the professionals.  In
that event, New Mirant asks the Court for a fee enhancement for
its two professionals -- White & Case LLP and Haynes and Boone
LLP.

For these reasons, Mirant intends to oppose any requests for fee
enhancements that may be filed.

                             Responses

(a) Equity Committee and Counsel

Eric J. Taube, Esq., at Hohmann, Taube & Summers, L.L.P., in
Austin, Texas, contends that the positions of New Mirant and the
Mirant Committee are premised on the belief that their attorneys
have been adequately compensated.  Even if those premises were
valid, they do not apply to Hohmann Taube and Brown Rudnick, as
attorneys for the Official Committee of Equity Holders.

Mr. Taube points out that the Equity Committee's lawyers, in
connection with the valuation hearing, have fees lower than the
fees received by the Debtors' and the Mirant Committee's lawyers.
The total fees of the Equity Committee's lawyers in connection
with the valuation hearing were $6,337,813, whereas the total
fees of White & Case, Andrews Kurth and Shearman &
Sterling was $8,187,684 -- a difference of almost $2,000,000.

Because of the remarkable nature of the results achieved in the
Debtors' Chapter 11 cases, and the overall benefit provided by
Hohmann Taube and the Brown Rudnick's work to all constituents,
the Court should grant their fee enhancements, Mr. Taube asserts.

The Equity Committee believes that New Mirant's and the Mirant
Committee's "reservation[s] of rights" relating the creation of a
pool for bonuses are inappropriate.  Those reservations of
rights, according to Mr. Taube, are deemed to be applications for
a fee enhancement.

Furthermore, the Equity Committee asserts that the Debtors' and
the Mirant Committee's professionals should be precluded from
seeking a fee enhancement award because, among other reasons,
they have failed to timely submit their applications.

(b) MAGi Committee's counsel

Cadwalader, Wickersham & Taft LLP, and Cox Smith Matthews
Incorporated, lawyers for the Official Committee of Unsecured
Creditors of Mirant Americas Generation LLC, ask the Court to:

    (a) adjust the "lodestar" award that they requested in their
        final fee applications upward by $3,000,000; and

    (b) dismiss New Mirant's and the Mirant Committee's
        Objections.

Deborah D. Williamson, Esq., at Cox Smith Matthews Incorporated,
in San Antonio, Texas, asserts that her firm and Cadwalader
should be awarded a fee enhancement because the results achieved
are exceptional and were unexpected.

Ms. Williamson contends that Cadwalader and Cox Smith provided
"rigorous," "uniquely efficient and economical" representation
that yielded extraordinary results for MAGi creditors to warrant
a fee enhancement.

                    Mirant Committee Talks Back

Mr. Sosnick argues that the Equity Committee:

     (i) provided misleading data regarding aggregate counsel fees
         incurred in connection with the valuation hearings; and

    (ii) mischaracterized the Mirant Committee's position on fee
         enhancement requests.

The grouping of the Debtors and the Mirant Committee is
misleading, Mr. Sosnick says.  Although the Debtors and the
Mirant Committee shared the view that Mirant is insolvent, they
presented entirely different cases to reach that conclusion.

If the general position of the parties were enough to justify
this type of grouping, it would only be appropriate for the
Equity Committee's fees to be aggregated with those of the
Phoenix Entities, which joined the Equity Committee in advocating
a much higher enterprise value, Mr. Sosnick points out.

Moreover, although the Mirant Committee does not believe that the
"Wilson Shareholders" should be awarded any fees, they
nevertheless caused the Debtors and the Mirant Committee to incur
additional fees that are included in the Equity Committee's
calculation.

If the counsel fees of the Phoenix Entities are added to the fees
incurred by Equity Committee's lawyers, the aggregate fees of the
parties supporting the higher valuation is approximately
$10,979,000, Mr. Sosnick calculates.  The total is $2,800,000
more than the counsel fees incurred by the Debtors and the Mirant
Committee, not $2,000,000 less.

Mr. Sosnick clarifies that the Mirant Committee "generally"
opposes bonuses.  But if the Court concludes that fee
enhancements are appropriate, the Mirant Committee supports the
bonus pool concept.

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), and emerged under the terms of a
confirmed Second Amended Plan on January 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtors in
their successful restructuring.  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. 96; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MIRANT CORP: Plan Trustees Ask Court for Compensation
-----------------------------------------------------
Pursuant to Mirant Corporation and its debtor-affiliates' Plan of
Reorganization, a Plan Trust was created.  The Plan Trust has
three appointed trustees:

    -- Aurin Primack
    -- Phoenix Advisors, LLC
    -- Kurtzman Carson Consultants LLC

Joseph A. Pardo, Phoenix Advisors LLC's president, tells the U.S.
Bankruptcy Court for the Northern District of Texas that he, and
the other Plan Trustees, were vested with the duty and authority
to take all actions they deemed to be necessary or appropriate in
connection with the Plan Trust.

Mr. Pardo relates that various transactions have been, are being
or will be completed by the Plan Trustees, including:

    (a) the transfer of equity interests in the Trading Debtors to
        the Plan Trust after distribution of the assets of the
        Trading Debtors to Mirant Energy Trading, LLC; and

    (b) the issuance of equity interests in Mirant Corp. to the
        Plan Trust after the transfer of the assets of Mirant
        Corp. to MC 2005 and the cancellation of the original
        shares of Mirant Corp.

To effectuate the Plan, the Plan Trustees:

     1. created the Plan Trust as required by Article 9 of the
        Plan;

     2. reviewed and analyzed substantial documentation relating
        to the Debtors and the purpose of the Plan Trust,
        including the Plan, the Debtors' Disclosure Statement, the
        "Plan Trust Declaration" and the organizational documents
        for several of the entities which are owned, directly or
        indirectly, by the Trust;

     3. completed the transfer of certain assets by the Debtors to
        the Plan Trust pursuant to Articles 8 of the Plan,
        including the transfer to the Plan Trust of the Trust
        Subsidiaries, and administered the Plan Trust and its
        funding under the Plan pursuant to Article 9 of the Plan;

     4. established a bank account for the Plan Trust and
        coordinated the initial funding of the Plan Trust by MC
        2005 pursuant to Article 9.1(c) of the Plan;

     5. retained accountants for the Plan Trust;

     6. obtained a federal employer tax identification number for
        the Plan Trust from the Internal Revenue Service;

     7. analyzed the Plan Trust's assets and reviewed governing
        documents including certificates of organization, bylaws,
        partnership agreements, consents, resolutions, amendments,
        and other related documents for each of its approximately
        41 Trust Subsidiaries;

     8. arranged for the filing of certain state franchise, excise
        and income tax returns for certain Trust Subsidiaries;

     9. caused certain Trust Subsidiaries to file final state tax
        returns with notification to their state taxing
        authorities that the Trust Subsidiaries will no longer be
        conducing business in that state;

    10. effectuated the conversion of Mirant Corp., into a
        Delaware limited liability company as required by the
        Plan, including the payment to the State of Delaware of
        all outstanding franchise tax, which amounted to
        approximately $33,000;

    11. arranged for certain Trust Subsidiaries organized in
        Germany, the British Virgin Islands and the U.S. Virgin
        Islands to change their names to eliminate the use of
        "Mirant" as required by the Plan, including executing
        resolutions and coordinating with local registered agents
        to effectuate the name changes;

    12. caused certain Trust Subsidiaries organized in the U.S. to
        change names, as required by the Plan, including executing
        resolutions and coordinating with local registered agents
        to effectuate the name changes and dissolutions;

    13. determined in which states and countries each of the Trust
        Subsidiaries is registered to do business, including
        determining the procedures applicable to each state and
        country to effectuate the canceling of those registrations
        to do business;

    14. arranged for certain Trust Subsidiaries to be dissolved in
        furtherance of maximizing the value of the Trust's assets;

    15. reviewed and executed a Termination of Payment Guarantee,
        dated February 6, 2006, by and among Consolidated Edison
        Inc., Mirant Energy Trading, LLC, and Mirant Americas
        Energy Marketing, L.P., relating to the guarantee of
        assets no longer held by Mirant Americas Energy Marketing,
        L.P.;

    16. established procedures to coordinate the efficient and
        effective manner of conducting business among three
        trustees in different cities, including the scheduling of
        regular meetings among the Trustees and the Trust's
        counsel to discuss Trust matters; and

    17. evaluated the background and issues involved in a criminal
        investigation the U.S. Department of Justice commenced
        shortly after the Debtors filed bankruptcy because the
        investigation involves certain Trust Subsidiaries, which
        relates to possible reporting of false trade data to
        industry publications and manipulation of market prices
        for natural gas prior to the filing of the Debtors'
        Chapter 11 cases and reviewed critical tolling agreements
        executed by certain Trust Subsidiaries before the creation
        of the Plan Trust in connection with the DOJ's request for
        an extension.

As of March 30, 2006, the Plan Trustees have not been paid for
their services, Mr. Pardo tells the Court.  The Plan Trustees and
the New Mirant Entities negotiated and agreed that the Plan
Trustees will be paid for their services covering the period from
the Effective Date and throughout 2006.

Specifically, the Plan Trustees ask the Court to direct MC 2005
to pay each of them:

    (a) $17,000 for the period January 2006 through February 2006;
        and

    (b) $3,300 for each calendar month beginning March 1, 2006,
        until the Plan Trust is terminated.

These fees will total $150,000 for the calendar year 2006.

Mr. Pardo notes that the $51,000 requested for the Plan Trustees'
services in January and February 2006 is similar to the $50,000
amount provided for in the Plan for "actual and necessary out-of-
pocket expenses incurred by [the Plan Trustees] . . . in
preparing to assume their responsibilities under the Plan Trust
Declaration."

According to Mr. Pardo, the structure and amount of the
compensation to the Plan Trustees recognizes that the
responsibilities of the Plan Trustees have been particularly
demanding in light of the all the work that was required to form
the Plan Trust and set up the administration of the Plan Trust.
The decrease in compensation after February 2006 reflects the
fact that the Plan Trustees anticipate that the work required of
them in the future will decrease.

Since the parties cannot predict with certainty what additional
services will be required from the Plan Trustees, the Plan
Trustees request the right to renegotiate the Compensation with
MC 2005 and seek Court approval in the event their work will
substantially increase in the future.

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), and emerged under the terms of a
confirmed Second Amended Plan on January 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtors in
their successful restructuring.  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. 95; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MUTUAL SAVINGS FIRE: A.M. Best Says Financial Strength is Marginal
------------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of B-
(Fair) of Mutual Savings Life Insurance Company and the financial
strength rating of C++ (Marginal) of its subsidiary, Mutual
Savings Fire Insurance Company, both of Decatur, Alabama.  Both
ratings have been removed from under review and assigned a
negative outlook.  The ratings were placed under review on
September 15, 2005, pending assessment of the effects of Hurricane
Katrina on Mutual Savings Fire.

Due to losses at Mutual Savings Fire resulting from Hurricane
Katrina, Mutual Savings contributed $2.4 million to Mutual Savings
Fire in 2005.  No additional capital contributions are expected to
be required.  While Mutual Savings Fire's losses resulted in a
decline in capital for Mutual Savings, its immediate parent,
Primesco Inc., forgave a $7 million surplus note on Mutual
Savings' balance sheet, improving the life subsidiary's quality of
capital.  It should also be noted that Mutual Savings has reported
operating gains in each of the past four years. A.M. Best expects
earnings to continue to contribute to surplus expansion going
forward.

In order for Mutual Savings to maintain its current rating, it
will need to organically improve its absolute and risk-adjusted
capital levels.  The refinancing of Primesco Inc.'s debt in 2005
and the reduction in the amount of required dividends from Mutual
Savings to service the debt for the near term, should assist
Mutual Savings in its efforts to rebuild its surplus position.

The negative outlook on Mutual Savings Fire is based on its risk-
adjusted capitalization, which includes its significant and
ongoing exposure to catastrophic property losses.  This exposure
is evident by the company's surplus decline in 2005 and 2004 as a
result of losses from hurricanes Katrina and Ivan, respectively.
The rating recognizes the explicit financial support provided by
Mutual Savings and the specific $2.4 million capital contribution
made to Mutual Savings Fire in 2005.  In addition, Mutual Savings
Fire's single state concentration continues to expose its
operating performance and level of surplus to regulatory actions.

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


NATIONAL CENTURY: Ohio Dist. Court Issues Judgment on Gibson Suit
-----------------------------------------------------------------
The Securities and Exchange Commission obtained final judgment
against Sherry L. Gibson, former executive vice president of
National Century Financial Enterprises, Inc., for her
participation in a scheme to defraud investors in securities
issued by subsidiaries of NCFE, according to a SEC press release.

Without admitting or denying the allegations of the complaint,
Ms. Gibson consented to the entry of the final judgment in the
Commission's civil suit against her.

The final judgment, entered by Judge Gregory Frost of the U.S.
District Court for the Southern District of Ohio on March 20,
2006, permanently enjoins Ms. Gibson from future violations of
the antifraud provisions of the federal securities laws and bars
her from serving as an officer or director of a public company.

                   Gibson Found Guilty of Fraud

On August 18, 2003, the Commission filed a civil injunctive
action alleging that Ms. Gibson participated in a scheme to
defraud investors in securities issued by subsidiaries of NCFE.

NCFE, a private corporation located in Dublin, Ohio, collapsed
suddenly in October 2002 when investors discovered the company
and its subsidiaries had hidden massive cash and collateral
shortfalls.  The collapse caused investor losses exceeding
$1,000,000,000.

The complaint alleges that two wholly owned subsidiaries of NCFE
purchased medical accounts receivable from health-care providers
and issued notes that securitized those receivables.  From at
least February 1999 through October 2002, the subsidiaries
offered and sold at least $3,250,000,000 in total notes through
private placements to institutional investors.

The complaint further alleges that Ms. Gibson and other senior
NCFE officials improperly "advanced" to health-care providers
$1,000,000,000 or more of the capital raised from investors
without receiving required medical accounts receivable in return.
These advances were essentially unauthorized, unsecured loans to
distressed or defunct health-care providers -- many of which were
partly or wholly owned by NCFE or its principals.  The unsecured
advances were inconsistent with representations made by Ms.
Gibson and other senior NCFE officials in offering documents
provided to investors.

According to the complaint, Ms. Gibson and other senior NCFE
officials acted to conceal their fraud by:

    (1) repeatedly transferring funds between the subsidiaries'
        bank accounts to mask cash shortfalls of as much as
        $400,000,000;

    (2) recording $1,000,000,000 or more in non-existent or
        ineligible medical accounts receivable on the
        subsidiaries' books;

    (3) creating and distributing false offering documents, false
        monthly investor reports, and false accounting records to
        trustees, investors, potential investors, and auditors;
        and

    (4) misrepresenting the status of the programs' cash accounts
        and collateral base to trustees, investors, potential
        investors, and auditors.

The Commission filed its action at the same time that the U.S.
Attorney's Office for the Southern District of Ohio unsealed a
criminal information against Ms. Gibson for the conduct that is
the subject of the Commission's complaint.

On August 18, 2003, Ms. Gibson pled guilty to conspiracy to
commit securities fraud and was sentenced to four years in
federal prison, followed by three years of supervised release.

Ms. Gibson is currently serving her prison sentence and is
scheduled to be released on March 28, 2008.  As part of her
criminal sentence, Ms. Gibson surrendered all her assets to the
federal government as restitution for her crimes.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004.  Paul E. Harner, Esq., at Jones Day, represents
the Debtors. (National Century Bankruptcy News, Issue No. 61;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NATIONAL CONVERTING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: National Converting and Fulfillment Corporation
        2708 Northeast Main Street
        Ennis, Texas 75119
        Tel: (972) 875-5096

Bankruptcy Case No.: 06-31922

Type of Business: The Debtor owns NCFC Facilities, Inc.,
                  which filed for chapter 11 protection on
                  April 3, 2006 (Bankr. N.D. Texas, Case No. 06-
                  31413).

Chapter 11 Petition Date: May 9, 2006

Court: Northern District of Texas (Dallas)

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, Texas 75251
                  Tel: (972) 991-5591
                  Fax: (972) 991-5788

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Wimber GmbH & Co. KG                       147,850
c/o Travis & Calhoun
1000 Providence Towers East
5001 Spring Valley Road
Dallas, Texas 75244

Paper Trading International                 54,724
9052 Valley Crest Lane, Suite 201
Germantown, Tennessee 38138

IRS                                         40,000
1100 Commerce, Mail Code 5027
Dallas, Texas 75242

EMS Transport                               30,000

Rogers Transportation Services              30,000

3M                                          29,579

Ennis ISD Tax Office                        25,598

Michelman                                   22,777

All Pro Freight Systems                     20,986

Advanced Transport                          14,250

M.E. Riecke II                              13,860

Trailor Rentals and Sales                   12,891

Young Johnson & Hines                       11,516

DWW Abatement Inc.                          10,000

International Paper                          8,358

National Packaging Corporation               7,150

Apollo Paper                                 5,337

American Bearing                             5,096

City of Ennis Tax Office                     4,635

Hobby Lobby Freight                          4,500


NEVADA POWER: Fitch May Place BB+ Rating on $250MM Mortgage Notes
-----------------------------------------------------------------
Fitch expects to assign a 'BB+' rating to Nevada Power Co.'s $250
million general and refunding mortgage notes, Series O, due May
2018.  Net proceeds will be used to repay secured industrial
revenue bonds and trust preferred securities and reduce borrowings
under the company's $600 million working capital facilities. The
Rating Outlook is Stable.  The notes are being offered in a
private placement under Rule 144A of the Securities Act.

NPC's ratings and Stable Outlook reflect a more supportive
regulatory environment in Nevada, an improving financial profile,
adequate system liquidity and the absence of near-term maturities.
Primary risks for NPC fixed-income investors include exposure to
the wholesale energy markets, high capital spending needs and
relatively weak financial metrics.  Positively, recent regulatory
decisions by the Public Utilities Commission of Nevada have been
constructive for NPC and affiliate Sierra Pacific Power Company.
Fitch notes that NPC has a $172 million deferred energy case
pending before the PUCN.  A decision in the case is expected in
the second quarter of 2006.  With the recent completion of
generating facilities at both the Chuck Lenzie and Harry Allen
sites, NPC has continued to reduce its reliance on the wholesale
energy markets.

The contentious regulatory environment in Nevada that contributed
to NPC's financial distress in 2002-2003 has significantly
improved over the last two years, in Fitch's view.  Since early
2004, NPC has benefited from favorable deferred energy and general
rate case rulings by the PUCN and greater coordination between
company management and regulators on power and fuel supply
procurement issues.  Regulatory decisions will remain critical
going forward as the utility is expected to consistently file for
recovery of capital investments and deferred energy costs.  The
Stable Outlook assumes NPC will continue to receive reasonable
regulatory treatment in future rate filings.


NORTEL NETWORKS: Inks Agreement with Lenders to Waive Defaults
--------------------------------------------------------------
Nortel Networks Corporation reported that it and its principal
operating subsidiary, Nortel Networks Limited, and Nortel
Limited's subsidiary Nortel Networks Inc., entered into an
amendment and waiver with the lenders under Nortel's $1.3 billion
one-year credit facility.  The company says that Nortel Limited's
also entered into an amendment and waiver with Export Development
Canada under Nortel Limited's $750 million support facility.

The amendment and waiver agreements, among other things, waive the
events of default that had occurred or would occur under the
Facilities in connection with the company's and Nortel Limited's
previously announced need to restate and make adjustments to their
financial results for prior periods, which restatements and
adjustments were included in the company's and Nortel Limited's
recently filed annual reports on Form 10-K for the year ended
December 31, 2005, as well as the delay that occurred in filing
their 2005 Form 10-Ks and the anticipated delay in filing their
quarterly reports on Form 10-Q for the quarter ended March 31,
2006.

These amendment and waiver agreements extend the date otherwise
applicable under the Facilities by which the company and Nortel
Limited are required to file the 2006 First Quarter 10-Qs to
June 15, 2006.  While the company and Nortel Limited expect, to
file their 2006 First Quarter 10-Qs no later than the week of June
5, 2006, there can be no assurance that the company and Nortel
Limited would receive any further waivers by the lenders under the
2006 Credit Facility or by EDC under the EDC Support Facility if
they failed to file the 2006 First Quarter 10-Qs by June 15, 2006.
These amendment and waiver agreements do not relate to or waive
the requirements under Nortel's public debt indentures to deliver
the 2006 First Quarter 10-Qs to the trustees under such
indentures.

In addition, the amendment and waiver under the 2006 Credit
Facility removed the minimum Adjusted EBITDA covenant and revised
the minimum cash covenant to require that unrestricted cash and
cash equivalents of the Company on a consolidated basis exceed
$1.25 billion at all times and $1.5 billion on the last day of
each fiscal quarter (increased from $1 billion at all times as
previously required).  The amendment and waiver under the 2006
Credit Facility also made certain adjustments to the restrictions
on the incurrence of liens and the provisions determining the
percentage of lenders required to amend or waive the terms of the
2006 Credit Facility.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- is a recognized leader  
in delivering communications capabilities that enhance the human
experience, ignite and power global commerce, and secure and
protect the world's most critical information.  Serving both
service provider and enterprise customers, Nortel delivers
innovative technology solutions encompassing end-to-end broadband,
Voice over IP, multimedia services and applications, and wireless
broadband designed to help people solve the world's greatest
challenges.  Nortel does business in more than 150 countries.

                         *     *     *

As reported in the Troubled Company Reporter on March 15, 2006,
Standard & Poor's Ratings Services placed its ratings on Nortel
Networks Ltd., including the 'B-' long-term corporate credit
rating, on CreditWatch with negative implications, after Nortel
announced the restatement of financial results for 2003, 2004, and
first nine months of 2005; and a delay in meeting its filing
requirements for 2005.

The financial restatements are limited in scope and are expected
to be modest in comparison with Nortel's previous restatement
activities.  In addition, Nortel expects to complete its
restatements, as well as file its 2005 annual report by the end of
April 2006.  Nevertheless, Nortel will not be in compliance with
its various regulatory filing requirements as of March 16, 2006,
and as a result will be in breach of covenants under its recently
completed $1.3 billion credit facility, as well as the EDC
support facility.  It will subsequently (as of April 1) be in
breach of covenants under its public indentures.


OWENS CORNING: Bondholder Reps. Report on Recent Activities
-----------------------------------------------------------
Anderson Kill & Olick, P.C., special counsel to the members of the
Official Committee of Unsecured Creditors Committee in the chapter
11 cases of Owens Corning and its debtor-affiliates who are
representatives of the bondholder and trade creditor
constituencies of the Debtors, delivered to the Court a report of
the Official Representatives' recent activities.

Among others, the Bondholder and Trade Creditor Representatives
have filed an objection to the Disclosure Statement relating to
the Debtors' Fifth Amended Joint Plan of Reorganization.   
According to J. Andrew Rahl, Jr., Esq., at Anderson Kill, in New
York, counsel for the Representatives and the Debtors have been
working together in an attempt to resolve the objection prior to
the Disclosure Statement hearing.

The Representatives, however, intend to prosecute their objection
to the extent that it was based on the omission in the Disclosure
Statement regarding:

   -- specific sources of funding of proposed distributions to
      the Banks, and the specific amounts funded by each the
      various sources; and

   -- the assumptions and calculations underlying all proposed
      claim distributions purportedly provided in the omitted
      Schedule of Estimates and other material information also
      purportedly contained in omitted exhibits.

Additionally, the Official Representatives are engaged in various
activities relating to two pending adversary proceedings:

   1. Adversary Proceeding No. 02-05829 commenced by the Debtors
      and certain of its non-debtor affiliates on October 3,
      2002, seeking to avoid as fraudulent conveyances their
      obligations as subsidiary guarantors under a credit
      agreement with the Banks; and

   2. Adversary Proceeding No. 02-05829 commenced by the Official
      Representatives on January 6, 2006, seeking to equitably
      subordinate the Banks' claims and to pierce the corporate
      veil of certain of Owens Corning's non-debtor subsidiaries.

According to Mr. Rahl, the parties have completed briefing in the
Delaware District Court in connection with the Debtors' request
to refer the Bank Adversary Action to the Bankruptcy Court, and
the Official Representatives' request to withdraw the reference
with respect to the Subordination Adversary Action.

While the parties await a decision from the District Court as to
which forum will ultimately decide the Adversary Actions,
significant progress in those cases continues, Mr. Rahl relates.

The Official Representatives intend file a response to the
requests to dismiss the Subordination Adversary Action.

The Official Representatives remain optimistic that the Adversary
Actions will be resolved prior to the confirmation hearing on the
Fifth Amended Plan.

Mr. Rahl also notes that the bank lenders objected to the
petitions for writs of certiorari filed before the U.S. Supreme
Court by the Official Representatives and the Futures
Representative, in connection with the Third Circuit's ruling on
substantive consolidation.  The Official Representatives filed
their response to the Banks' opposition.

The U.S. Supreme Court upheld the Third Circuit's ruling on
substantive consolidation and denied the petitions for writs of
certiorari on May 1, 2006.

                       About Owens Corning

Owens Corning (OTC: OWENQ.OB) (BULLETIN BOARD: OWENQ.OB) --
http://www.owenscorning.com/-- manufactures fiberglass   
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  Headquartered in Toledo,
Ohio, the Company filed for chapter 11 protection on Oct. 5, 2000
(Bankr. Del. Case. No. 00-03837).   Norman L. Pernick, Esq., at
Saul Ewing LLP, represents the Debtors.  Elihu Inselbuch, Esq., at
Caplin & Drysdale, Chartered, represents the Official Committee of
Asbestos Creditors.  James J. McMonagle serves as the Legal
Representative for Future Claimants and is represented by Edmund
M. Emrich, Esq., at Kaye Scholer LLP. (Owens Corning Bankruptcy
News, Issue No. 129; Bankruptcy Creditors' Service, Inc.,
215/945-7000).


OWENS CORNING: Inks Creditor Agreement on Plan of Reorganization
----------------------------------------------------------------
Owens Corning (OTC Bulletin Board: OWENQ) reached an agreement in
principle with the representatives of each of its key creditor
groups on the terms of a Chapter 11 plan of reorganization.  This
represents a significant milestone in the company's Chapter 11
proceedings, and if confirmed, paves the way for Owens Corning to
emerge from bankruptcy in 2006.

Parties to the agreement include the Official Committee of
Asbestos Claimants, the Official Committee of Unsecured Creditors,
the Legal Representative for Future Claimants, the Official
Representatives of Bondholders and Trade Creditors, the Ad Hoc
Bondholders Committee, and the Ad Hoc Equity Holders Committee.

"We are extremely pleased to have achieved one of our long-
standing objectives of developing a consensual reorganization plan
that deals fairly and equitably with all creditors and that fully
resolves the company's asbestos-related issues," Dave Brown,
president and chief executive officer, said.  "Owens Corning's
ability to reach this agreement is a direct result of the hard
work and dedication of our employees, which resulted in our strong
business results and the continued support of our customers,
suppliers and business partners."

                     Terms of the Agreement

Existing Owens Corning stock will be cancelled when an approved
reorganization plan becomes effective.  An aggregate plan value of
$3.942 billion of new stock (131.4 million shares) will be issued.

Bank creditors will receive a full recovery, amounting to
approximately $2.276 billion in cash, including interest
calculated as of March 31, 2006.  Interest will continue to accrue
through the effective date.

Non-bondholder senior and junior unsecured creditors will receive
approximately $249 million in cash.

Bondholders and asbestos claimants reached an agreement regarding
their forms of recovery.  Bondholders will receive equity, and
asbestos claimants will receive cash and, if the FAIR Act does not
become law, some equity.

Bondholders will receive approximately 26.6 million shares of the
reorganized company's common stock.  In addition, bondholders and
certain other general unsecured creditors will have the right to
purchase a pro rata share (based on size of claim) of 72.9 million
shares of the reorganized company's common stock at $30 per share
via an equity rights offering.  Owens Corning is in the process of
finalizing an agreement today with J.P. Morgan Securities Inc. to
backstop the offering.  It is anticipated that J.P. Morgan
Securities would syndicate that commitment to certain interest
holders led by D. E. Shaw Laminar Portfolios, L.L.C.

Owens Corning and Fibreboard asbestos claimants collectively will
receive $2.872 billion in cash (including certain escrow
accounts).  The cash will be deposited into a 524(g) trust fund
that Owens Corning will establish in accordance with the United
States Bankruptcy Code.  In addition, Owens Corning will assign
all rights to any insurance recoveries to the trust.

Owens Corning and Fibreboard asbestos claimants also will
receive a contingent payment right in the aggregate amount of
$1.39 billion in cash (which will accrue interest at a rate of
7% from the effective date through the payment date) and 28.6
million shares of the reorganized company's common stock.  This
contingency payment right for asbestos claimants will vest if
the FAIR Act (proposed federal asbestos legislation setting up
a national trust fund) is not enacted within 10 days of the
conclusion of the 109th Congress.  If the FAIR Act is enacted
within that timeframe, the contingent payment right will be   
cancelled and the cash and shares comprising the contingent
payment right will not be transferred to the 524(g) trust.

Holders of Owens Corning 6.5% Convertible Monthly Income Preferred
Securities will receive warrants to purchase 10% of the
fully diluted shares of the reorganized company, assuming exercise
of all warrants but ignoring management options, at an exercise
price of $43 per share.  The warrants can be exercised within
seven years of the effective date.

Existing holders of Owens Corning common stock (which will be
cancelled upon emergence) will receive warrants to purchase 5% of
the fully diluted shares of the reorganized company, assuming
exercise of all warrants but ignoring management options, at an
exercise price of $45.25 per share.  The warrants can be exercised
within seven years of the effective date.

In the event that the FAIR Act is enacted into law and the
contingency payment to asbestos claimants is not made, existing
Owens Corning shareholders and holders of MIPS would have the
right to exchange the aforementioned warrants for 14.75% and 5.5%,
respectively, of the fully diluted shares of the reorganized
company.

Except where noted, distributions to creditors will be made when
the plan becomes effective.

"As we have worked toward the conclusion of our Chapter 11 case,
we've remained focused on our business, delivered strong financial
results over the last several quarters and strengthened our
balance sheet to help position Owens Corning for future success,"
said Michael H. Thaman, chairman of the board and chief financial
officer.  "Reaching this important agreement with our key
creditors will enable Owens Corning to move toward emergence from
Chapter 11 in a timely manner, which is in the best interests of
the company and our employees, customers and creditors."

The agreement sets Owens Corning's total enterprise value at
emergence at $5.858 billion, including $3.942 billion of new
equity, $1.8 billion of new debt financing, $55 million from
existing debt at non-debtor Owens Corning entities, and
$61 million in new tax notes.

The agreement assumes a total recovery value of $8.576 billion,
consisting of the total enterprise value of $5.858 billion,
assumed excess cash of $1.250 billion, and Fibreboard trust and
asbestos trust assets of $1.622 billion, less existing debt of
$55 million and $99 million in assumed value of new shares
reserved for employee incentive programs.

The terms of the consensual plan will be reflected in an amended
Joint Plan of Reorganization and related Disclosure Statement that
will be filed in the U.S. Bankruptcy Court for the District of
Delaware.  The agreement in principle will be available at
www.ocplan.com.

The hearing on the company's current Disclosure Statement
scheduled for May 10 will be rescheduled for July 10, 2006.  With
the court's approval of the amended Disclosure Statement,
creditors will vote on the reorganization plan and a confirmation
hearing will be held.  These steps will be completed over the
course of the next several months.  Owens Corning expects to
complete the Chapter 11 process by the end of 2006.

Owens Corning originally filed for bankruptcy in October 2000
as a result of its multi-billion dollar asbestos liability.  
Throughout Owens Corning's Chapter 11 process, the company's
business operations have remained strong.  The company reported
record annual sales of $6.323 billion in 2005, compared with
$5.675 billion in 2004, an 11.4% increase from the prior year.

                       About Owens Corning

Owens Corning -- http://www.owenscorning.com/-- manufactures
fiberglass insulation, roofing materials, vinyl windows and
siding, patio doors, rain gutters and downspouts.  Headquartered
in Toledo, Ohio, the Company filed for chapter 11 protection on
October 5, 2000 (Bankr. Del. Case. No. 00-03837).   Norman L.
Pernick, Esq., at Saul Ewing LLP, represents the Debtors.  Elihu
Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the
Official Committee of Asbestos Creditors.  James J. McMonagle
serves as the Legal Representative for Future Claimants and is
represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.


OWENS-BROCKWAY: Moody's Rates Proposed $1.5 Bil. Facilities at B1
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
$1.5 billion senior secured first lien credit facilities of Owens-
Brockway Glass Container, the principal U.S. operating subsidiary
of Owens-Illinois, Inc.

Moody's also affirmed Owens-Illinois' B2 corporate family rating
and ratings on Owens-Illinois' senior unsecured notes and
preferred stock, rated B3 and Caa1, respectively, as well as
Owens-Brockway's secured and unsecured notes, rated B1 and B2,
respectively.

Key ratings factors for packaging companies include:

    1) financial leverage and interest coverage,

    2) operating profile as reflected in operating profitability
       and asset efficiency, and

    3) competitive position as reflected in revenue size, the
       value-added nature of the company's products, ability of
       customers to switch to other suppliers, and substrate
       diversity.

In assessing the ratings, Moody's weighed most heavily Owens-
Illinois' high financial leverage and modest interest coverage.
Although the new credit facilities do augment Owens-Illinois'
liquidity, weak free cash flow generation and significant debt
maturities in the near to intermediate term imply less financial
flexibility than would otherwise be expected for a firm of Owens-
Illinois' operating profile and competitive position.  Pro forma
for the proposed refinancing, Owens-Illinois' total debt to
EBITDA, adjusted for asbestos liabilities, operating leases, and
unfounded pension liabilities, is in the range of 5.5 times, while
free cash flow to debt is below 5.0% and EBIT to interest coverage
below 1.5x.  Owens-Illinois' $7.1 billion in 2005 revenue,
operating margins in the high single to low double digit range,
and strong market positions in North and South America, Europe,
and Asia would otherwise support higher ratings.

The ratings or outlook could be lowered if an exogenous shock or
other event results in a material impairment of the company's
ability to generate free cash flow or otherwise harms the firm's
operating profile or competitive position.  Evidence of
sustainable improvement in free cash flow relative to debt over
the next few quarters, while the operating profile and competitive
position remains at least stable, could result in an upgrade of
the ratings.

Based in Toledo, Ohio, Owens-Illinois, Inc. is a leading global
manufacturer of glass containers and plastic packaging products.
For the twelve months ended December 31, 2005, O-I had revenue of
approximately $7.2 billion.


OWENS-BROCKWAY: S&P Puts Recovery Rating on BB- Rated Notes at '2'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating and
its recovery rating of '2' to Owens-Illinois Inc.'s proposed
$1.5 billion senior secured credit facilities, based on
preliminary terms and conditions.  The rating on the proposed
credit facilities is the same as the corporate credit rating; this
and the recovery rating of '2' indicate that lenders can expect
substantial (80% to 100%) recovery of principal in the event of a
payment default.  Proceeds from the new credit facilities will be
used to repay the outstanding amount under the existing credit
facilities.

At the same time, Standard & Poor's assigned its recovery rating
of '2' to Owens-Brockway Glass Container Inc.'s (a wholly owned
subsidiary of Owens-Illinois Inc.) existing $2.08 billion senior
secured notes.  The senior secured notes are rated 'BB-'.

The corporate credit rating on Owens-Illinois is 'BB-'.  The
rating outlook is negative.  Toledo, Ohio-based Owens-Illinois'
total debt was $5.3 billion at Dec. 31, 2005.

"The ratings on Owens-Illinois and related entities reflect its
highly leveraged financial profile, subpar credit measures, and
meaningful concerns regarding its asbestos liability.  These
factors are partially offset by a satisfactory business position
and attractive profitability," said Standard & Poor's credit
analyst Liley Mehta.


                      Ratings Assigned
                      ----------------

Owens-Illinois Inc.
Senior secured credit facilities*   BB- (Recovery rtg: 2)

Owens-Brockway Glass Container Inc.
Senior secured notes                Recovery rtg: 2


                      Ratings Affirmed
                      ----------------

Owens-Illinois Inc.
Corporate credit rating             BB-/Negative/--
Senior unsecured debt*              B
Preferred stock                     B-

Owens-Brockway Glass Container Inc.
Senior secured notes                BB-


          * Guaranteed by Owens Illinois Group Inc.


OWENS-ILLINOIS: S&P Rates Proposed $1.5 Billion Senior Loan at BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating and
its recovery rating of '2' to Owens-Illinois Inc.'s proposed
$1.5 billion senior secured credit facilities, based on
preliminary terms and conditions.  The rating on the proposed
credit facilities is the same as the corporate credit rating; this
and the recovery rating of '2' indicate that lenders can expect
substantial (80% to 100%) recovery of principal in the event of a
payment default.  Proceeds from the new credit facilities will be
used to repay the outstanding amount under the existing credit
facilities.

At the same time, Standard & Poor's assigned its recovery rating
of '2' to Owens-Brockway Glass Container Inc.'s (a wholly owned
subsidiary of Owens-Illinois Inc.) existing $2.08 billion senior
secured notes.  The senior secured notes are rated 'BB-'.

The corporate credit rating on Owens-Illinois is 'BB-'.  The
rating outlook is negative.  Toledo, Ohio-based Owens-Illinois'
total debt was $5.3 billion at Dec. 31, 2005.

"The ratings on Owens-Illinois and related entities reflect its
highly leveraged financial profile, subpar credit measures, and
meaningful concerns regarding its asbestos liability.  These
factors are partially offset by a satisfactory business position
and attractive profitability," said Standard & Poor's credit
analyst Liley Mehta.


                      Ratings Assigned
                      ----------------

Owens-Illinois Inc.
Senior secured credit facilities*   BB- (Recovery rtg: 2)

Owens-Brockway Glass Container Inc.
Senior secured notes                Recovery rtg: 2


                      Ratings Affirmed
                      ----------------

Owens-Illinois Inc.
Corporate credit rating             BB-/Negative/--
Senior unsecured debt*              B
Preferred stock                     B-

Owens-Brockway Glass Container Inc.
Senior secured notes                BB-


          * Guaranteed by Owens Illinois Group Inc.


PAETEC COMMS: Moody's Places Low-B Ratings on $390 Million Loans
----------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating, a
B1 rating to the proposed $25 million senior secured revolving
credit facility, $240 million first lien term loan facility, and a
B3 rating to the $125 million second lien term loan facility at
Paetec Communications, Inc.

The $240 million 1st lien term loan can be upsized by as much as
$50 million with non-committed incremental term loans.  The
outlook is stable.

The B2 corporate family rating reflects Paetec's challenging
position as a competitive local exchange carrier, relatively
moderate size, an unsettled regulatory environment, and the
potential for acquisitions, which is offset somewhat by
comparatively moderate financial risk.  The company's decision to
substantially increase leverage to buy back preferred and common
stock from its sponsors also negatively affects the ratings.  The
ratings benefit from the company's free cash flow generation, and
a track record of consistent revenue growth.  Additionally, pro
forma for the pending transaction, with $32 million of cash in
hand and full availability of the $25 million revolver, the
company has ample liquidity.

The company's EBITDA margins are not as high as some of its
similarly rated peers since Paetec leases special access T1 lines
from incumbent local exchange carriers via competitively priced
bulk purchase agreements, which are generally more expensive than
acquiring unbundled network elements from the incumbents. However,
the company's low reliance on UNEs, generally insulates it from
potentially unfavorable regulatory rulings.

The stable rating outlook considers the company's moderate growth
plans and reasonable likelihood of maintaining its present free
cash flow generating customer base.

Issuer: Paetec Communications, Inc.

Assignments:

    * Corporate Family Rating, Assigned B2

    * $25 million Senior Secured Revolving Credit Facility,
      Assigned B1

    * $240 million 1st Lien Senior Secured Term Loan, Assigned B1

    * $125 million 2nd Lien Senior Secured Term Loan, Assigned B3

Outlook Actions:

Outlook is Stable.

Paetec, headquartered in Fairport, NY, is a CLEC and generated
revenues of $509 million in 2005.


RAINIER CBO: S&P Puts Class B-2 Certs' Junk Rating on Pos. Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A-3L, A-4C, B-1L, B-1P, and B-2 notes issued by Rainier CBO I
Ltd., an arbitrage CBO transaction managed by Centre Pacific LLC,
on CreditWatch with positive implications.  At the same time, the
rating assigned to the class A-2L notes is affirmed, based on the
level of overcollateralization available to support these notes.

The CreditWatch placements reflect factors that have positively
affected the credit enhancement available to support the rated
notes since the rating action in September 2005.  These factors
include par buildup of the collateral pool securing the rated
notes and paydowns on the class A-1L, A-2L, B-1L, and B-2
liabilities.

As of the most recent trustee report available, dated April 17,
2006, the class A and class B overcollateralization ratios were
119.7% and 108.9%, respectively.  These compare with the minimum
ratios of 108.9% and 103.0%, respectively.

The overcollateralization ratios should improve further on the
upcoming payment date (July 28), as the transaction has entered
its amortization period.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for Rainier CBO I Ltd. to determine the level
of future defaults the rated classes can withstand under various
stressed default timing and interest rate scenarios while still
paying all of the interest and principal due on the notes.  The
results of these cash flow runs will be compared with the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings currently
assigned to the notes remain consistent with the credit
enhancement available.

          Ratings Placed on Creditwatch Positive

                   Rainier CBO I Ltd.
                   ------------------

                    Rating
                    ------
     Class   To                From          Balance
     -----   --                ----          -------
     A-3L    AA/Watch Pos      AA          $62,000,000
     A-4C    BB+/Watch Pos     BB+         $35,000,000
     B-1L    B+/Watch Pos      B+          $11,600,000
     B-1P    B-/Watch Pos      B-           $5,159,000
     B-2     CCC+/Watch Pos    CCC+         $5,400,000

                    Rating Affirmed

                   Rainier CBO I Ltd.
                   ------------------

              Class   Rating     Balance
              -----   ------     -------
              A-2L    AAA      $134,380,000


Transaction Information

Issuer:                 Rainier CBO I Ltd.
Co-issuer:              Rainier CBO I (Delaware) Corp.
Manager:                Centre Pacific LLC
Underwriter:            Bear Stearns Cos. Inc.
Trustee:                JPMorgan Chase Bank N.A.
Transaction type:       Arbitrage corporate high-yield CBO


REYNALDO'S MEXICAN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Reynaldo's Mexican Food Manufacturer Inc.
        pka Reynaldo Food Company Inc.
        pka Whittier Food Company Inc.
        pka Reynaldo's Mexican Food Company Inc.
        pka The New El Rey Food Corp.
        11929 Woodruff Avenue
        Downey, California 90242

Bankruptcy Case No.: 06-11909

Type of Business: The Debtor manufactures and distributes Mexican
                  food products.  See http://www.rmfood.com/

Chapter 11 Petition Date: May 9, 2006

Court: Central District Of California (Los Angeles)

Judge: Richard M. Neiter

Debtor's Counsel: Robert P. Goe, Esq.
                  Goe & Forsythe, LLP
                  660 Newport Center Drive, Suite 320
                  Newport Beach, California 92660
                  Tel: (949) 467-3780

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
TRAC Group Holdings              Promissory Note       $835,000
2061 Wright Avenue
La Verne, CA 91750

Joe Garcia                       Promissory Note       $717,000
11519 Scenic Drive
Whittier, CA 90601

Virginia Marquez                 Promissory Note       $247,000
11519 Scenic Drive
Whittier, CA 90601

Honeyville Grain Co.             Trade Debt            $173,000

Salvador Lopez                   Promissory Note        $77,000

Security Milk Producer           Trade Debt             $63,000

One Stop Label                   Trade Debt             $43,000

New Wave Converting              Trade Debt             $34,000

Giangreco Sales Co.              Trade Debt             $33,000

Phoenix Packaging                Trade Debt             $32,400

John Garcia                      Promissory Note        $31,000

Eastside Trading Co.             Trade Debt             $27,000

TRAC Insurance                   Trade Debt             $26,700

Mendoza Berger Co.               Trade Debt             $26,400

Dos Amigos                       Trade Debt             $23,000

La Unica Tortilleria             Trade Debt             $21,000

Driftwood Dairy                  Trade Debt             $21,000

Florence Meats                   Trade Debt             $20,000

Evans Food Products              Trade Debt             $18,000

Sierra Cheese Mfg. Co.           Trade Debt             $17,800


SACO I TRUST: Moody's Puts Low-B Ratings on Two Class Certificates
------------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by SACO I Trust 2006-5, Mortgage-Backed
Certificates, Series 2006-5, and ratings ranging from Aa1 to Ba1
to the mezzanine and subordinate certificates in the deal.

The securitization is backed by fixed-rate, closed-end, subprime
mortgage loans acquired by EMC Mortgage Corporation.  The Group I
collateral was originated by Aames Capital Corporation (28.06%),
First Horizon Home Loan Corporation (15.89%), and Southstar
Funding, LLC (15.64%), and the Group II collateral was originated
by various other originators, none of which represent more than
10% of the mortgage loans.  The ratings are based primarily on the
credit quality of the loans, and on the protection from
subordination, overcollateralization, excess spread, and a swap
agreement.  Moody's expects collateral losses to range from 7.75%
to 8.25% for Group I and collateral losses to range from 7.30% to
7.80% for Group II.

GMAC Mortgage Corporation will service 100% of the Group I loans
and EMC Mortgage Corporation will service 100% of the Group II
loans.  LaSalle Bank, N.A. will act as master servicer.

The complete rating actions are:

Issuer: SACO I Trust 2006-5

Mortgage-Backed Certificates, Series 2006-5

    * Class I-A, Assigned Aaa
    * Class I-M-1, Assigned Aa1
    * Class I-M-2, Assigned Aa2
    * Class I-M-3, Assigned Aa3
    * Class I-M-4, Assigned A1
    * Class I-M-5, Assigned A2
    * Class I-M-6, Assigned A3
    * Class I-B-1, Assigned Baa1
    * Class I-B-2, Assigned Baa2
    * Class I-B-3, Assigned Baa3
    * Class I-B-4, Assigned Ba1
    * Class II-A-1, Assigned Aaa
    * Class II-A-2, Assigned Aaa
    * Class II-A-3, Assigned Aaa
    * Class II-M-1, Assigned Aa1
    * Class II-M-2, Assigned Aa2
    * Class II-M-3, Assigned Aa3
    * Class II-M-4, Assigned A1
    * Class II-M-5, Assigned A2
    * Class II-M-6, Assigned A3
    * Class II-B-1, Assigned Baa1
    * Class II-B-2, Assigned Baa2
    * Class II-B-3, Assigned Baa3
    * Class II-B-4, Assigned Ba1


SANDISK CORP: S&P Rates Proposed $1 Billion Senior Notes at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Sunnyvale, California-based SanDisk Corp.'s proposed issue of $1.0
billion of senior unsecured convertible notes due 2013.

The proposed note offering will be used for corporate purposes,
including anticipated capacity expansion at SanDisk's
semiconductor manufacturing joint ventures with Toshiba Corp.

The 'BB-' corporate credit rating on SanDisk was affirmed.  The
rating outlook is stable.

"The rating reflects significant business risk stemming from a
narrow business profile, the potential for price volatility in the
NAND flash memory industry, and the substantial investment
requirements of the company's flash memory fabrication joint
ventures," said Standard & Poor's credit analyst Josh Davis.
"These factors partly are offset by SanDisk's vertically
integrated business model, which includes low-cost NAND flash
manufacturing and leading (or strong) shares of the retail markets
for memory cards and other flash-based products, significant
royalty income, and substantial liquidity."

SanDisk is a leading manufacturer of various formats of flash
memory cards for use in consumer electronics products, including
digital cameras, mobile phones, and game systems.  In addition,
the company produces devices such as USB drives and MP3 music
players.


SIERRA HEALTH: Fitch Upgrades Sr. Debt Ratings to BBB- from BB+
---------------------------------------------------------------
Fitch upgraded Sierra Health Services, Inc.'s Issuer Default
Rating to 'BBB' from 'BBB-' and senior debt ratings to 'BBB-' from
'BB+'.  Fitch is also upgrading the insurer financial strength
ratings of SIE's core insurance subsidiaries, Health Plan of
Nevada, Inc. and Sierra Health and Life Insurance Co., Inc., both
of which are being upgraded to 'A-' from 'BBB+'.  The rating
action affects approximately $52 million of outstanding public
debt.  The Rating Outlook is Stable.

The rating upgrade is based on SIE's strong operating trends in
the Nevada healthcare market.  Growing membership, increasing
revenue, and stable margins have resulted from SIE's key
competitive advantages, a result of the company's significant
health maintenance organization market share.

In addition, SIE successfully executed a sale of its workers'
compensation insurance business in 2004, which was an ongoing
profitability drag.  Through the combination of these factors, SIE
achieved its second highest ever level of income before taxes of
$182 million and its highest ever income before taxes margin of
13.1% in 2005. Looking forward, SIE benefits from a favorable
near-term outlook for the Medicare business and strong medical
cost management that aids both its Medicare and commercial
businesses.  Fitch expects SIE to continue the positive operating
momentum achieved in 2005.

SIE's improved operating performance, high net income, and lack of
dividends have also allowed it to improve its financial
flexibility and balance sheet fundamentals by retaining higher
capital levels.  This also improved combined risk based capital
levels to 230% at year-end 2005.  Fitch notes that capital levels
at HPN and SHL have both risen in recent years, as have holding
company capital, and Fitch views the current levels as adequate.

Fitch also believes SIE has the flexibility to raise their capital
further.  SIE's equity adjusted leverage ratio decreased to 23% at
first-quarter 2006, from 38% at year-end 2004, due to SIE's lower
debt levels and increased capital.  SIE's strong year-end 2005
cash-based interest coverage was approximately 26 times (x), based
largely on management fee payments from HPN and to a lesser extent
fee payments and dividends from other subsidiaries.  Earnings
based fixed charge coverage of 22x is based on strong operating
income of $189 million in 2005 and is supportive of its ratings.

Fitch's primary rating concerns include SIE's limited
diversification
-- both from a geographical and product standpoint -- as over 90%
of its revenue and net income is generated from Nevada and 36% of
its 2005 revenues were generated from Medicare.  While the Nevada
economic and regulatory environment is favorable, concentration
poses its own set of risks, regardless of the situation.  While
SIE has significant advantages in Nevada, it competes against
several much larger competitors in the managed care business,
where scale does carry advantages.  Another concern addressed in
Fitch's ratings is some potential for further non-cash allowances
on the Folksamerica note receivable.

Going forward Fitch expects consolidated RBC in the range of 225%
- 250% and equity-adjusted leverage in the range of 20% - 25%.
Also, Fitch does not expect any significant acquisition activity.

Sierra Health Services, Inc. is a publicly traded diversified
healthcare services holding company (NYSE: SIE), whose primary
insurance subsidiaries, HPN and SHL, provide health insurance and
managed care products and services primarily in the southern
Nevada market.  At March 31, 2006, SIE had 791,700 members and
stockholders' equity of approximately $239.8 million.

Fitch upgraded these ratings:

   1) Sierra Health Services, Inc.

      * Issuer Default Rating to 'BBB' from 'BBB-';
      * Senior debt to 'BBB-' from 'BB+'.

   2) Health Plan of Nevada, Inc.
      Sierra Health and Life Insurance Company, Inc

      * Insurer financial strength (IFS) to 'A-' from 'BBB+'.

The Rating Outlook is Stable.


SILICON GRAPHICS: Receives Court Approval of First Day Motions
--------------------------------------------------------------
Silicon Graphics received interim approval to use its $70 million
financing facility provided by a group of its bondholders.  This
credit facility will fund day-to-day business operations including
employee salaries, benefits, supplier payments, and other
operating expenses during the reorganization process.

The Company intends to make timely payment for goods and services
provided on or after the filing date in the normal course of
business and in accordance with terms of existing supplier
agreements.

In addition, the Court granted approval at the hearing on May 9,
2006, for a number of other "first-day" motions to support the
Company's employees and suppliers as well as customers and other
stakeholders.  These orders enable SGI's business to continue
without disruption.  Among the motions granted, SGI received
approval to:

     * continue to pay employee wages and provide healthcare and
       other similar benefits;

     * pay suppliers for goods and services provided after the
       filing; and

     * maintain uninterrupted delivery of products and services to
       its customers.

"We are pleased with the approval of our 'first-day motions' by
the Bankruptcy Court," Dennis McKenna, chairman and chief
executive officer, said.  "This approval will enable SGI to
operate globally and meet normal business obligations."

SGI's cases are being presided over by the Honorable Allan L.
Gropper of the U.S. Bankruptcy Court for the Southern District of
New York.

                     About Silicon Graphics

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance  
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Company and its debtor-affiliates filed for
chapter 11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos.
06-10977 to 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman,
Esq., at Weil Gotshal & Manges LLP, represent the Debtors.  When
the Debtors filed for protection from their creditors, they listed
total assets of $369,416,815 and total debts of $664,268,602.

                          *     *     *

As reported in yesterday's Troubled Company Reporter, Standard &
Poor's Ratings Services lowered its 'CCC+' corporate credit rating
and all related ratings on Mountain View, California-based Silicon
Graphics, Inc. to 'D'.
      
"The downgrade follows the company's announcement that it has
filed a voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code," said Standard & Poor's credit analyst Martha
Toll-Reed.


SOLUTIA: Flexsys America Says Disclosure Statement is Inadequate
----------------------------------------------------------------
Pursuant to a Master Operating Agreement dated January 1, 1995,
Solutia, Inc., operates the W. G. Krummrich site in Sauget,
Illinois, and the J. F. Queeny site in St. Louis, Missouri.

Flexsys America L.P. operates the third site in Nitro, West
Virginia.  Solutia provides certain services to Flexsys as guest
at Krummrich and Queeny, and Flexsys, on the other hand, provides
certain services to Solutia as guest at Nitro.

Flexsys filed a claim for $2,139,005, asserting amounts due and
owing under the Master Operating Agreement.  Flexsys believes
that majority of its claim is an administrative expense claim.
Solutia has not objected to the Claim, Linda J. Casey, Esq., at
Pepper Hamilton LLP, in Philadelphia, Pennsylvania, notes.

To date, Ms. Casey adds, Solutia had not yet informed Flexsys if
it intends to assume or reject the Master Operating Agreement.

Ms. Casey notes that the Debtors' Plan of Reorganization and its
accompanying Disclosure Statement does not contain a list of the
contracts that Solutia proposes to assume.

Thus, Ms. Casey asserts, the Disclosure Statement does not
satisfy the minimum requirements of Section 1125 of the
Bankruptcy Code.

Accordingly, Flexsys asks the Court to direct the Debtors, before
the approval of the Disclosure Statement, to identify the
executory contracts and unexpired leases to be assumed or
rejected.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden,
Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin
Gump Strauss Hauer & Feld LLP represent the Official Committee of
Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey
Howard & Zukin Capital provides the Creditors' Committee with
financial advice.  (Solutia Bankruptcy News, Issue No. 59;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOLUTIA INC: Has Until August 3 to Remove State Court Actions
-------------------------------------------------------------
Solutia Inc. and its debtor-affiliates are parties to numerous
civil actions and are represented by many different law firms in
each of the civil actions.  The Debtors are still reviewing their
files and records to determine whether they should remove certain
claims or civil causes of action pending in state or federal
courts to which they might be a party.

Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York,
asserts that the Debtors need more time to consider filing
notices of removal of civil actions because their key personnel
and legal department assessing these Civil Actions are also
actively involved in the reorganization.

Accordingly, the U.S. Bankruptcy Court for the Southern District
of New York extended their deadline to remove civil actions until
August 3, 2006, at the Debtors' behest.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden,
Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin
Gump Strauss Hauer & Feld LLP represent the Official Committee of
Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey
Howard & Zukin Capital provides the Creditors' Committee with
financial advice.  (Solutia Bankruptcy News, Issue Nos. 59 & 60;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOLUTIA INC: Has Until October 31 to Make Lease-Related Decisions
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the time within which Solutia Inc. and its debtor-
affiliates may assume, assume and assign, or reject unexpired
nonresidential real property leases until October 31, 2006.

As of April 18, 2006, the Debtors are party to 30 unexpired
nonresidential real property leases.

Pursuant to their Plan of Reorganization, the Debtors will inform
the counterparties to unexpired leases of their intent to assume
any unexpired leases at least 10 days before the Confirmation
Hearing.

The Debtors are still in the process of reviewing their unexpired
leases, and are not in a position to decide whether to assume,
assume and assign, or reject any unexpired lease, Jonathan S.
Henes, Esq., at Kirkland & Ellis, LLP, in New York, informs the
Court.

Mr. Henes contends that Lessors under the unexpired leases will
not be prejudiced by the extension of time because the Debtors
have performed and will continue to perform in a timely manner
their obligations under the unexpired leases, and any lessor may
ask the Court to fix an earlier date by which the Debtors must
assume, assume and assign or reject its lease.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden,
Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin
Gump Strauss Hauer & Feld LLP represent the Official Committee of
Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey
Howard & Zukin Capital provides the Creditors' Committee with
financial advice.  (Solutia Bankruptcy News, Issue Nos. 59 & 60;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


STRUCTURED ASSET: Moody's Puts Low-B Ratings on Two Class Certs.
----------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Structured Asset Securities Corporation
2006-AM1, and ratings ranging from Aa1 to Ba2 to the subordinate
certificates in the deal.

The securitization is backed by Aames Capital Corporation
originated, adjustable-rate (86%) and fixed-rate (14%), subprime
mortgage loans acquired by Lehman Brothers Holdings Inc.  The
ratings are based primarily on the credit quality of the loans,
and on the protection from subordination, excess spread, and
overcollateralization.  The ratings also receive benefits from an
interest-rate swap agreement and interest-rate cap agreement, both
provided by IXIS Financial Products Inc. Moody's expects
collateral losses to range from 5.55% to 6.05%.

Wells Fargo Bank N.A. and JPMorgan Chase Bank National Association
will service the loans, and Aurora Loan Services LLC will act as
master servicer. Moody's has assigned Aurora its servicer quality
rating (SQ2+) as a master servicer.

The complete rating actions are:

Structured Asset Securities Corporation

Mortgage Pass-Through Certificates, Series 2006-AM1

    * Cl. A1, Assigned Aaa
    * Cl. A2, Assigned Aaa
    * Cl. A3, Assigned Aaa
    * Cl. A4, Assigned Aaa
    * Cl. A5, Assigned Aaa
    * Cl. M1, Assigned Aa1
    * Cl. M2, Assigned Aa2
    * Cl. M3, Assigned Aa3
    * Cl. M4, Assigned A1
    * Cl. M5, Assigned A2
    * Cl. M6, Assigned A3
    * Cl. M7, Assigned Baa1
    * Cl. M8, Assigned Baa2
    * Cl. M9, Assigned Baa3
    * Cl. B1, Assigned Ba1
    * Cl. B2, Assigned Ba2


SUMMIT CBO: Moody's Puts $232 Million Notes' B2 Rating on Watch
---------------------------------------------------------------
Moody's Investors Service placed the following Notes issued by
Summit CBO I, Limited, on watch for possible upgrade:

     (1) The $232,000,000 Class A First Priority Senior Secure
         Floating Rate Notes Due 2011

         Prior Rating: B2

         Current Rating: B2 (on watch for possible upgrade)

According to Moody's, the rating action is the result of
improvement in the credit quality of the transaction's underlying
collateral pool and the delevering of the senior notes.


SYNAGRO TECH: Launches Public Offering for 17 Mil. of Common Stock
------------------------------------------------------------------
Synagro Technologies, Inc., reported a public offering of
17,129,710 shares of its common stock, 2,000,000 of which are
being sold by the Company and 15,129,710 are being sold by the
selling stockholders, including one the Company's largest
stockholders, investment funds affiliated with GTCR Golder Rauner,
LLC.  The Company will not receive any proceeds from the sale of
the shares by the selling stockholders.  The Company intends to
use net proceeds from the offering for working capital and general
corporate purposes.

Banc of America Securities LLC is the sole manager for the
offering.  Full details of the offering, including a description
of the offering and certain risk factors relating to it, are
contained in a prospectus and prospectus supplement, each of which
may be obtained from:

     Banc of America Securities LLC
     Prospectus Department
     100 West 33rd Street
     New York, New York 10001

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not yet
become effective.  The securities may not be sold nor may offers
to buy be accepted prior to the time the Registration Statement
becomes effective.  

                   About Synagro Technologies

Headquartered in Houston, Texas, Synagro Technologies, Inc.
(Nasdaq:SYGR)(ArcaEx:SYGR) -- http://www.synagro.com/-- offers a  
broad range of water and wastewater residuals management services
focusing on the beneficial reuse of organic, nonhazardous
residuals resulting from the wastewater treatment process,
including drying and pelletization, composting, product marketing,
incineration, alkaline stabilization, land application, collection
and transportation, regulatory compliance, dewatering, and
facility cleanout services.

                            *   *   *

The company's $180 million term loan due 2012, $30 million delayed
draw term loan due 2012, and $95 million revolving credit facility
due 2010, all carry Standard & Poor's BB- rating.  Those ratings
were assigned on Jan. 31, 2005.


TRANSDIGM GROUP: Fitch Junks Senior Unsecured Loan Rating
---------------------------------------------------------
Fitch Ratings initiated these ratings for TransDigm Group
Incorporated and its indirect subsidiary TransDigm, Inc.:

   1) TDG:

      * Issuer default rating 'B';
      * Senior unsecured loan 'CCC+/Recovery Rating RR6'.

   2) TDI:

      * IDR 'B';
      * Senior secured bank credit facility 'BB'/RR1';
      * Senior subordinated notes 'B+/RR3'.

The Rating Outlook is Stable.  Approximately $886 million of debt
is covered by the ratings.

The ratings reflect TDG's strong consolidated free cash flow; high
margins; diverse portfolio of products providing components on
most commercial jet aircraft, as well as a number of U.S. military
platforms; barriers to entry for competitors due to proprietary
designs for most TDG products and the costs to original equipment
manufacturers to certify these components; role as a sole-source
provider for the bulk of sales; significant commercial aftermarket
business, which along with military sales helps offset the
cyclicality of commercial jet manufacturing; and management's
history of successful acquisitions and managing a leveraged
business.

Concerns focus on TDG's high leverage, acquisition strategy, and
the potential for exogenous shocks to the commercial aerospace
market.  Lesser concerns include the possibility of lower margin
contracts on some of its military business, the possibility of
pricing pressures from original equipment manufacturers, the
potential for cost overruns on fixed price contracts and the
expiration of a labor contract this month.

The Stable Outlook reflects the current strong environment for
commercial and military aircraft production and continued growth
in the commercial aftermarket due to increasing air travel and a
continued high operational tempo for the U.S. military.

The Recovery Ratings and notching in the debt structure reflect
Fitch's recovery expectations under a scenario in which distressed
enterprise value is allocated to the various debt classes.  The
recovery rating for TDI's senior secured credit facility reflects
expected full recovery as it is secured by substantially all the
assets of TransDigm Holding Company and TDI and their
subsidiaries.

Recovery should also benefit from substantial cushions of
subordinated debt and equity.  The senior subordinated debt rating
reflects the expectation of good recovery prospects in a
distressed case.

The recovery rating for TDG's senior unsecured loan reflects the
expectation of poor recovery prospects in a distressed case due to
structural subordination and lack of guarantees by any of its
subsidiaries.  Despite the lack of guarantees from subsidiaries,
the IDRs for TDG and TDI are both 'B'.  In a distressed scenario,
Fitch believes TDG may seek bankruptcy court relief for itself,
TDH and TDI if TDI is unable to upstream sufficient dividends to
meet TDG's obligations.

TDG is a publicly traded holding company whose primary asset is
its 100% direct ownership of TDH.  TDH is a holding company whose
primary asset is its 100% direct ownership of TDI.  TDI is an
operating company, who along with its subsidiaries manufactures
highly engineered aircraft components.  The TDG senior unsecured
loan has no financial covenants, but significantly limits
additional debt at direct and indirect subsidiaries.  As such, a
sizable acquisition would require the loan to be amended or
retired prior to a large acquisition that did not have a
significant equity component.

The TDI senior subordinated notes permit additional debt so long
as pro forma fixed-charge coverage would be greater than 2.0
times.  Noteholders have the right to require that TDI repurchase
the notes at 101% upon a change of control.  These notes are
guaranteed by TDH, TDI, and their domestic subsidiaries on an
unsecured senior subordinated basis.  The TDI senior secured
facility has interest coverage, fixed-charge coverage, and
leverage covenants plus caps on capital expenditures, additional
subordinated debt, and mandatory prepayments for asset sales,
equity issuances and excess cash flow.  This facility is
guaranteed and secured by substantially all the assets of TDH,
TDI, and their subsidiaries.

TDG and its predecessor companies have generated strong and
growing operating EBITDA margins for most of the last 10 years,
with margins in excess of 41% at the end of fiscal 2005.  These
margins have been achieved due to TDG's focus on non-commodity
types of components for which it has proprietary designs and the
lack of competition in the aftermarket, as it is a sole-source
provider for approximately 75% of total sales.

Overall, the aftermarket accounts for approximately two-thirds of
TDG sales and approximately one-quarter of sales has the military
as the end customer.  The combination of aftermarket sales and
military OEM have helped to offset the volatility of the
commercial OEM market, as evidenced by continued strong
performance post the events of Sept. 11, despite declining OEM
production.  Potential risks to TDG's margins are its fixed price
contracts.  Most of TDG's contracts do not permit recoveries for
increases in raw materials, which given recent volatility could
have a negative impact.

TDG has been successful converting earnings into strong free cash
flow with margins in excess of 19% in fiscal 2005.  It should be
noted, however, that given TDG's small revenue base and high debt
load, free cash flow is still modest compared to outstanding debt.

TDG benefits from a diverse portfolio of products where its
largest product type accounted for 20% of revenues in fiscal 2005.  
The remaining 11 product types accounted for between 4%-11% of
revenues.  TDG's products are found on a broad range of platforms
manufactured by all the major commercial OEMs.  They include all
Boeing and Airbus commercial aircraft, all Bombardier and Embraer
regional jets, as well as most business jets.  In addition, TDG's
products can be found on a number of U.S. military platforms,
including fighters, transports and helicopters.

TDG's management has a history of making successful acquisitions,
normally expanding margins at acquired businesses, and has
completed 15 since the formation of a predecessor company in a
leveraged buy-out in 1993.  The management team is well seasoned,
most being with TDG since or close to the time of the LBO.  With
TDG remaining highly levered since the LBO, management has
substantial experience guiding a levered aerospace company through
industry cycles.  Despite this past success, Fitch has concerns
about the integration, price and funding of future acquisitions.

The Department of Defense has issued a draft report regarding
certain sole-source components provided by TDG.  It advocates
incorporating pricing based on costs and suggests that the DoD
seek a voluntary refund from TDG of $2.6 million for fiscal years
2002-2004 because pricing may not have been fair and reasonable.
Negotiations could result in lower margins for this business or
the DoD may choose another supplier.  TDG has voiced its
disagreement with the draft and is awaiting the final report.  TDG
does not believe the likely outcome will have a material adverse
effect on the company although losing this business could lead to
reduced sales.

TDG's contract with the International Brotherhood of Electrical
Workers expires this month.  This union accounts for only 5% of
TDG's workforce.  Management has given no indication of the
progress of talks or the impact a strike could have.

Liquidity at TDG as of April 1, 2006, was approximately $128
million, consisting of $32 million of cash and an estimated $99
million in revolving credit facility availability, less $3 million
in current maturities.  TDG's leverage utilizing debt-to- adjusted
operating EBITDA was 4.9x for the latest 12 months ended April 1,
2006, an improvement versus 5.4x in the fiscal year ending Sept.
30, 2005, and 6.4x in fiscal 2004.  TDG's interest coverage
utilizing adjusted operating EBITDA-to-interest expense was 2.3x
for the LTM ended April 1, 2006, an improvement versus 2.0x in
fiscal 2005 and 1.9x in fiscal 2004.

Excluding the debt at TDG, which is not guaranteed, TDI leverage
was 4.0x for the LTM ended Jan. 1, 2006, an improvement versus the
4.2x in fiscal 2005 and 5.0x in fiscal 2004.  Interest coverage
was 3.3x, 3.2x, and 2.8x for the same respective periods.  
Adjusting any of the ratios for pension expense would not have a
material impact with pension expense not exceeding $300 thousand
in any 12-month period.


UNITY VIRGINIA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Unity Virginia Holdings LLC
        5950 Sherry Lane, Suite 550
        Dallas, Texas 75225

Bankruptcy Case No.: 06-31937

Type of Business: The Debtor is a coal mining and
                  processing company.

Chapter 11 Petition Date: May 10, 2006

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: James C. Jarrett, Esq.
                  Arnaldo N. Cavazos, Jr., Esq.
                  Cavazos, Hendricks & Poirot, P.C.
                  900 Jackson Street, Suite 570
                  Dallas, Texas 75202
                  Tel: (214) 748-8171
                  Fax: (214) 748-6750

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

The Debtor did not file the list of its 20 largest unsecured
creditors.


UNIVERSITY HEIGHTS: Judge Littlefield Dismisses Chapter 11 Case
---------------------------------------------------------------
The Hon. Robert E. Littlefield, Jr., of the U.S. Bankruptcy Court
for the Northern District of New York dismissed the chapter 11
case of University Heights Association, Inc.

The Marty and Dorothy Silverman Foundation, the Debtor's largest
creditor, told the bankruptcy court that the Debtor's chapter 11
case was filed in bad faith.  The Foundation disclosed that the
Debtor filed for bankruptcy protection only days before the New
York State court was expected to rule on its motion for summary
judgment in lieu of a complaint to enforce payment of $25 million
due under various notes issued by the Debtor to the Silverman
Foundation.

The Foundation and the Debtor are parties in a litigation titled
"Marty and Dorothy Silverman Foundation v. University Heights
Association, Inc.," (Case No. 05-603478) in the New York State
Supreme Court, New York County.

                    No Business to Reorganize

The Foundation also contends that the Debtor is a single asset
entity that does not operate a business in any traditional sense.  
The Foundation says that the Debtor is a non-profit corporation
whose business consists of owning a piece of real estate in
Albany, New York, much of which in turn has been leased by UHA to
insider institutions at below market terms.  The Foundation claims
that these leases generate no free cash flow since the lease
revenues are paid in their entirety to the trustee for certain
bonds that were issued to construct and renovate buildings for two
of the insider institutions -- the Albany Law School and Albany
Pharmacy College.  The Foundation says the Debtor is, in essence,
a conduit or shell through which the insider institutions, whose
representatives make up its board, lease property to themselves.

                        Few Creditors

The Foundation argues that the Debtor has few other creditors and
is current with all of its undisputed, at least non-insider,
obligations.  It does not claim it cannot meet its payroll or any
other of its obligations and admits that "on paper" it owes the
Foundation over $22 million.  The Foundation tells the bankruptcy
court that all the combined debts of the Debtors other creditors
are less than $4 million, almost all of which are owed to
insiders.

                  No Reorganization Possible

The Foundation further argues that the Debtor's legal structure is
arranged in a way that no chapter 11 reorganization is possible
here.  The Foundation says that assuming its claim is valid, the
Debtor cannot, as a legal matter, reorganize.  The Foundation says
the counting the debt owed to the Foundation, the Debtor's
liabilities greatly exceed its assets and a debt for equity
exchange to restore the Debtor to solvency is not possible as
shares of a non-profit entity cannot be used for that purpose.

Alternatively, the Foundation tells the bankruptcy court, if the
New York state court decided that the Foundation's Notes are not
valid in the New York Action, then the Debtor can meet its
obligations and has no reason to file for chapter 11 at all.

Either way, the Foundation contends, the Debtor does not belong in
Chapter 11.  The Silverman Foundation says that its dispute with
the Debtors should be resolved in the state court.

                       Tactical Advantage

Finally, the Foundation says that the law is clear that the Debtor
cannot use Chapter 11 to attempt to gain a tactical advantage in a
two-party dispute with the Foundation.  Thus, the chapter 11 case
should be dismissed.

                    About University Heights

Headquartered in Albany, New York, University Heights Association
Inc. -- http://www.universityheights.org/-- is composed of four      
educational institutions that aim to enhance the economic vitality
and quality of life of its immediate community.  The company filed
for chapter 11 protection on Feb 13, 2006 (Bankr. N.D.N.Y. Case
No. 06-10226).  Peter A. Pastore, Esq., at McNamee, Lochner,
Titus & Williams, PC, represents the Debtor in its restructuring
efforts.   When the Debtor filed for protection from its
creditors, it estimated assets and liabilities between $10 million
and $50 million.


US AIRWAYS: Allows Five Plaintiffs to Pursue Pending Litigation
---------------------------------------------------------------
U.S. Airways, Inc., and its debtor-affiliates entered into
separate stipulations with five creditors, modifying the
injunction under the Debtor's confirmed Plan of Reorganization to
enable pending litigation to proceed to final judgment or
settlement:

  Creditor              Pending Case
  --------              ------------
  Susan Hart            Susan Hart v. Port Authority of New York
                        and New Jersey, et al.
                        Case No. 2004-17758

  Betty and             Betty Gibbs and John Gibbs v. US Airways
  John Gibbs            Group, Inc., et al
                        Case No. 11976/04

  Reshmie and           Reshmie Punwasi and Sudesh Punwasi v. US
  Sudesh Punwasi        Airways Group, Inc., ABC Corporations
                        1-10, XYC Corporations 1-10, and
                        John Doe 1-10
                        Case No. L-5067-04

  Daniel Santos,        Daniel Santos, et al. v. Port
  Jonathan Baldwin      Authority of New York and New
  and Ron Jackson       Jersey, et al.

  Melanie Robinson      Melanie Robinson v. US Airways, et al.

The Claimants are willing to waive any claims against the
Reorganized Debtors and to seek recovery solely from the
insurance coverage available under an insurance policy issued to
US Airways to satisfy their Claims.

The Reorganized Debtors' insurers will pay defense costs in
accordance with the terms and conditions of the applicable
insurance policy, if any.

The stipulations are effective without further order of the
Court.

                         About US Airways

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date. (US Airways Bankruptcy
News, Issue No. 119; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


US AIRWAYS: Board Approves Officer Indemnification Agreements
-------------------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission
dated April 10, 2006, Derek J. Kerr, senior vice president and
chief financial officer of US Airways Group, Inc., disclosed that
on April 4, 2006, the board of directors of US Airways Group
approved the form of Indemnity Agreement for the:

   * officers of US Airways Group,
   * officers of US Airways, Inc.,
   * officers of America West Holdings Corporation,
   * officers of America West Airlines, Inc.,
   * president of Piedmont Airlines, Inc., and
   * president of PSA Airlines, Inc.  

The Board further authorized US Airways Group to enter into the
Indemnity Agreement with each of the officers, effective as of
April 10, 2006.

The terms of the Indemnity Agreement are the same for each
officer, Mr. Kerr relates.

For the purposes of the Indemnity Agreement, the "Company" is
defined to include US Airways Group, Inc., and each of its
subsidiaries, and affiliates, including US Airways, America West
Holdings, AWA, Piedmont and PSA, Mr. Kerr explains.

                        Agreement Terms

Among other things, the material terms of the Indemnity Agreement
are:

   (a) The Company will indemnify the officers against all
       expenses, judgments, fines, ERISA excise taxes and
       penalties and amounts paid in settlement actually incurred
       by, or for, the officer in connection with any proceeding,
       or claim, but only if the officer acted in good faith and
       in a manner that is in the best interests of the Company.
       In the case of a criminal proceeding, the officer must
       have no reasonable cause to believe that his conduct
       was unlawful.

   (b) The Company will indemnify the officers against all
       expenses reasonably incurred by, or for them, only if the
       officer acted in good faith and in a manner that he   
       reasonably believed to be in the best interests of the
       Company.  No indemnification for expenses will be made in
       respect of any claim or issue as to which the officer has
       been adjudged to be liable to the Company, unless the
       court in which the proceeding was brought determines that
       the officer is reasonably entitled to indemnity.

   (c) To the extent that an officer has been successful on the
       merits or in defense of any proceeding, claim, or matter,
       the Company will indemnify the officer against all
       expenses reasonably incurred by the officer in connection
       with the proceeding.

   (d) At the written request of an officer, the expenses
       incurred by the officer in any proceeding will be paid by
       the Company in advance of the final disposition of the
       proceeding, if the officer undertakes in writing to repay
       the amount to the extent determined that the officer is
       not entitled to indemnification.

       However, the Company's obligation to advance expenses is
       not qualified in any manner on the officer's ability to
       reimburse the Company.  

       Furthermore, if the officer has commenced or commences
       legal proceedings in a court of competent jurisdiction to
       secure a determination that the officer should be
       indemnified under applicable law, any determination made
       by that court not permitting the officer to be indemnified
       under applicable law will not be binding and the officer
       will not be required to reimburse the Company for any
       advanced expenses until a final judicial determination is
       made.

   (e) No payment pursuant to the Indemnity Agreement will be
       made by the Company to indemnify the officer for any
       expenses, judgments, fines or penalties sustained:

       -- in any proceeding for which payment is actually made to
          the officer, except in respect of any excess beyond the
          amount of payment under the insurance;

       -- in any proceeding for an accounting of profits made
          from the purchase or sales by the individual of
          securities of the Company pursuant to the provisions of
          Section 16(b) of the Securities Exchange Act of 1934 or
          similar provisions of any federal, state or local
          statutory law; and

       -- from the officer's conduct which is finally adjudged to
          have been willful misconduct, knowingly fraudulent or
          deliberately dishonest.

       Moreover, no payment pursuant to the Indemnity Agreement
       will be made if a court of competent jurisdiction finally
       determines that the payment is unlawful.

   (f) As long as an officer continues to serve the Company and
       is subject to any proceeding, the Company will maintain,
       in full force and effect, directors' and officers'
       liability insurance in reasonable amounts from established
       insurers.  In all D&O Insurance policies, the officer will
       be named as an insured to provide the officer the same
       rights and benefits as are accorded to the most favorably
       insured of the Company's officers or directors.  

Subject to the terms of the Agreement and Plan of Merger, dated
as of May 19, 2005, as amended, among US Airways Group, America
West Holdings Corporation and Barbell Acquisition Corp., US
Airways Group will have no obligation to obtain or maintain the
D&O Insurance if US Airways Group determines in good faith that:

   -- the insurance is not reasonably available;

   -- the premium costs for the insurance are disproportionate to
      the amount of coverage provided;

   -- the coverage provided by the insurance is so limited by
      exclusions that it provides an insufficient benefit; or

   -- the officer is covered by similar insurance maintained by a
      subsidiary of the Company.

                         About US Airways

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date. (US Airways Bankruptcy
News, Issue No. 117; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


US AIRWAYS: To Hold Annual Stockholders Meeting on May 17
---------------------------------------------------------
US Airways Group, Inc.'s annual meeting of stockholders scheduled
on May 17, 2006, at 9:30 a.m., will take place at the Charlotte
Convention Center, 501 S. College Street, in Charlotte, North
Carolina.

W. Douglas Parker, chairman of the board, president and chief
executive officer of US Airways Group, Inc., informs the
Securities and Exchange Commission that at the May 17 meeting,
stockholders will consider and will vote on:

   -- a proposal to elect three directors in Class I to serve
      until the 2009 Annual Meeting of Stockholders;

   -- a proposal to ratify the appointment of KPMG LLP as the
      independent registered public accounting firm of US Airways
      Group for the fiscal year ending December 31, 2006; and

   -- other business as properly may come before the Annual
      Meeting or any adjournments.

A full-text copy of US Airways' proxy statement and notice of the
annual meeting of stockholders is available for free at:

               http://ResearchArchives.com/t/s?8da


                         About US Airways

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date. (US Airways Bankruptcy
News, Issue No. 117; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


USG CORP: Wants Nassau County's $29.5 Million Claim Disallowed
--------------------------------------------------------------
USG Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to disallow a $29,500,000 claim
filed by the New York State, County of Nassau.

The Debtors explain that Nassau filed to provide any evidence
that their asbestos-containing products are or ever were
installed in the buildings subject to the claim.

Nassau filed Claim No. 5950, asserting that 15 of its facilities
have or had asbestos-containing materials manufactured by the
Debtors.

In lieu of providing any evidence showing that any of the
Debtors' products have existed or exist in Nassau's buildings,
Nassau submitted with its proof of claim a building specification
for one of its building.  The specification is purportedly for
the Nassau Welfare Administration Building, now know as the
Social Services Building.  Under the section entitled "Special
Fireproofing & Insulation," the manufacturer specified is "U.S.
Gypsum Co. 'Firecode V', or approved equal product of National
Gypsum Co., or Monocote."

The documentation fails to establish which, if any, of the listed
products actually was installed in the building, and to
demonstrate that the building contained a product the Debtors
made.

According to the Debtors, pre-construction documents stating
merely that a product was "approved" for use in a building, or
specifications calling for the installation of the product "or
equal" or as one of several authorized products does not suffice
to establish product identification for purposes of asserting a
claim for asbestos property damage against the manufacturer of
the product.

                          About USG Corp.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.
(USG Bankruptcy News, Issue No. 109; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VENTAS INC: Initiates Reset Right Process on Kindred Leases
-----------------------------------------------------------
Ventas, Inc. (NYSE: VTR) triggered the process that may increase
its rents from Kindred Healthcare, Inc. (NYSE: KND) under the four
original Master Lease Agreements dated as of April 20, 2001,
between the companies.  Ventas has delivered four notices to
Kindred to initiate the reset right process contained in each of
the Master Leases.  The Reset Right gives Ventas, as landlord
under the Master Leases, a one-time option to increase the
aggregate annual rent on the 225 facilities it leases to Kindred
to "Fair Market Rental" levels, using a predetermined process
described in the Master Leases.

Under the Master Leases, the Reset Notices must contain
"[Ventas's] proposal for Fair Market Rental ... including any
escalations." Ventas has proposed in its Reset Notices that the
Fair Market Rental for the 186 skilled nursing facilities and 39
long-term acute care hospital (LTAC) facilities it leases to
Kindred would increase to an annualized cash base rental of
approximately $317 million, beginning July 19, 2006.  The current
annual cash base rental under the Master Leases for the year
commencing May 1, 2006 is $205.9 million.  The Reset Notices also
propose that the annual rent escalations under the Master Leases
will be reset to 3% per annum, rather than the current 3.5% per
annum, commencing May 1, 2007.

"Ventas has commenced the Reset Right process contained in the
Master Leases now that the reimbursement environment for our
facilities is clear," Ventas Chairman, President and Chief
Executive Officer Debra A. Cafaro said.  "This process provides a
period for Kindred and Ventas to mutually agree on Fair Market
Rental for Ventas's facilities and then for a determination of
Fair Market Rental by a qualified healthcare appraiser in the
absence of an agreement between the companies.  We are open to
both methods of resolution," she said.  "We remain willing, as we
always have, to engage in creative and constructive discussions
with Kindred to arrive at a mutually agreeable and fair outcome.

"Our aggregate annual base rent can only increase under the Reset
Right process, never decrease," Ms. Cafaro added.  "We intend to
seek a positive outcome for Ventas shareholders."

The $111 million in incremental increased aggregate annual cash
base rental proposed by Ventas in the Reset Notices is based on
supportable assumptions, recent and current market transactions
and advice from Ventas's third party appraisal experts, who are
experienced and respected valuation professionals in the
healthcare real estate industry.  Kindred has previously stated
that it has a significant disagreement with Ventas regarding this
matter, and there can be no assurances regarding the final
determination of the Fair Market Rental.

The Reset Right was agreed to by Ventas and Kindred as part of the
successful restructuring of Kindred when it emerged from
Chapter 11 protection in April 2001.  The Reset Right may be
exercised by Ventas on a Master Lease- by-Master Lease basis.  Any
rental increase pursuant to the exercise of the Reset Right will
be effective July 19, 2006, even if the Reset Right process is not
formally concluded by that date. Any change to the annual base
rent escalation percentage will be effective May 1, 2007.

"At the time of Kindred's successful 2001 restructuring, Ventas
made the largest contribution to Kindred's future financial health
and value, including approximately $50 million per year in rent
relief that has continued to this day," Ms. Cafaro explained.  "In
exchange for the financial sacrifices made by Ventas shareholders
in 2001, Kindred agreed that Ventas would benefit if and when the
healthcare sector and Kindred returned to financial stability.  
Now it is time for our shareholders to receive the fair and
equitable benefits of that agreement.

"Since 2001, our facilities have increased significantly in value
and the healthcare and real estate markets have enjoyed tremendous
strength," Ms. Cafaro said.  "As a result, we believe that other
LTAC and nursing home operators in today's market would pay
substantially more annual cash base rent than Kindred currently
pays," she added.

Fair Market Rental under the Master Leases is specifically defined
as the annual amount that a willing tenant would pay, and a
willing landlord would accept, in a transaction between unrelated
parties, for leasing the Ventas facilities.  The Master Leases set
forth many factors, assumptions and conditions that must be taken
into account in this determination.

These assumptions include that:

    (1) all of the facilities have operating licenses and
        certificate of need (CON) licenses in place for the
        benefit of the new hypothetical tenant;

    (2) the facilities are in good condition and repair without
        any deferred maintenance (taking into account their age
        and industry standards);

    (3) all properties are in material compliance with applicable
        laws; and

    (4) the new hypothetical tenant has the benefit of the three
        five-year renewal terms under the Master Leases and the
        obligation to comply with the terms of the Master Leases.

In addition, Fair Market Rental for the Ventas facilities must
take into account market conditions, market levels of EBITDARM
(defined as earnings before interest, income taxes, depreciation,
amortization, rent and management fees), the ratio of market
levels of EBITDARM to market levels of rent and the actual levels
of EBITDARM at the facilities, in each case when Fair Market
Rental is being determined, as well as historical levels of
EBITDARM at those properties.

Under the Master Leases, if Ventas and Kindred do not reach an
agreement on Fair Market Rental for the Ventas facilities by June
8, 2006, then Ventas and Kindred each must select its designated
appraiser meeting certain qualifications, including expertise in
appraising hospital and nursing center facilities, on or before
July 8, 2006.

The Master Leases provide that these two appraisers then will have
ten days to select a third similarly qualified appraiser.  If the
first two appraisers cannot agree on a Third Appraiser, then
either Ventas or Kindred may request that the American Arbitration
Association appoint the Third Appraiser.  The Third Appraiser will
have 60 days to complete its determination of Fair Market Rental
and the annual rent escalator.

When the Third Appraiser renders its conclusions regarding Fair
Market Rental and annual rent escalator for each of the Four
Master Leases, then Ventas may elect to increase rent to Fair
Market Rental and adopt that annual rent escalator by sending
Kindred a final notice.  Ventas's election can be made on a Master
Lease-by-Master Leases basis respecting none, one, or more than
one, of the original four Master Leases.  If Ventas does not make
an election to adopt the new Fair Market Rental schedule for a
particular Master Lease, then the existing terms and provisions of
that Master Lease, including base rent and 3.5% annual rent
escalations, will remain in place.  If Ventas elects the new Fair
Market Rental schedule for any Master Lease, then it will pay
Kindred a pro rata portion of a $4.6 million aggregate reset fee
applicable to all of the Master Leases.

"We recognize that there is a wide range of possible outcomes
regarding the determination of the value of Fair Market Rental for
our facilities," Ms. Cafaro said.  "However, we believe that our
portfolio of 225 fully licensed healthcare facilities would be
highly coveted by other healthcare providers if they had the
opportunity to realize the cash flows and growth embedded in these
assets on a long term basis under our Master Leases."

The determination of the Fair Market Rental under the Reset Right
is dependent on and may be influenced by a variety of factors,
including market conditions, reimbursement rates, and cash flow to
rent coverages applicable to healthcare facilities.  It is highly
speculative, and there can be no assurances (and Ventas is
expressing no views) regarding the final determination of the Fair
Market Rental.  If Fair Market Rental is determined by the
appraisal process in the Master Leases, it is subject to the
inherent risks, uncertainties, subjectivity and judgment contained
in any appraisal process.  There can be no assurance that Ventas
and Kindred will agree on Fair Market Rental for Ventas's
properties by June 8, 2006.  A Third Appraiser's determination
regarding Fair Market Rental amounts or escalations for Ventas's
225 healthcare facilities that are covered by the Master Leases
could materially differ from Ventas's estimates, analyses or
proposals.

Louisville, Ky.-based, Ventas, Inc. -- http://www.ventasreit.com/
-- is a leading healthcare real estate investment trust that is
the nation's largest owner of seniors housing and long-term care
assets.  Its diverse portfolio of properties located in 42 states
includes independent and assisted living facilities, skilled
nursing facilities, hospitals and medical office buildings.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 7, 2005,
Standard & Poor's Ratings Services raised its corporate credit
ratings on Ventas Inc., its operating partnership Ventas Realty
L.P., and Ventas Capital Corp. to 'BB+' from 'BB'.

In addition, ratings are raised on the company's senior unsecured
debt, which totals roughly $891 million.  Concurrently, the
outlook is revised to stable from positive.


WASHINGTON MUTUAL: Moody's Puts Low-B Ratings on Two Cert. Classes
------------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates and a Aa1 rating to the senior mezzanine certificates
issued by Washington Mutual Mortgage Pass-Through Certificates,
WMALT Series 2006-4, and ratings ranging from Aa2 to Ba3 to the
subordinate certificates in the deal.

The securitization is backed by three groups of mortgage loans
originated by Secured Bankers Mortgage Corporation, Residential
Funding Corporation, GreenPoint Mortgage Funding, Inc., and
various others originated fixed-rate Alt-A mortgage loans.  The
ratings for the Group 1 and Group 2 certificates are based
primarily on the credit quality of the loans, and on the
protection from subordination.  The Group 3 loans will receive
additional credit enhancement in the form of excess spread and
overcollateralization.  Moody's expects collateral losses to range
from 0.85% to 1.05% for Groups 1 and 2, and from 1.55% to 1.75%
for Group 3.

Washington Mutual Bank will service the loans.

The complete rating actions are:

Washington Mutual Mortgage Pass-Through Certificates
WMALT Series 2006-4

    * Cl. 1-A-1, Assigned Aaa
    * Cl. 1-A-2, Assigned Aa1
    * Cl. 1-P, Assigned Aaa
    * Cl. C-X, Assigned Aaa
    * Cl. R, Assigned Aaa
    * Cl. 2-A-1, Assigned Aaa
    * Cl. 2-A-2, Assigned Aa1
    * Cl. C-PPP, Assigned Aaa
    * Cl. 3-A-1, Assigned Aaa
    * Cl. 3-A-2A, Assigned Aaa
    * Cl. 3-A-2B, Assigned Aaa
    * Cl. 3-A-3, Assigned Aaa
    * Cl. 3-A-4, Assigned Aaa
    * Cl. 3-A-5, Assigned Aaa
    * Cl. 3-A-6, Assigned Aaa
    * Cl. 3-IO, Assigned Aaa
    * Cl. 3-M-1, Assigned Aa2
    * Cl. 3-M-2, Assigned A2
    * Cl. 3-M-3, Assigned Baa2
    * Cl. 3-M-4, Assigned Baa3
    * Cl. 3-B-1, Assigned Ba2
    * Cl. 3-B-2, Assigned Ba3
    * Cl. 3-PPP, Assigned Aaa


WHITING PETROLEUM: Credit Measures Prompts S&P's Positive Watch
---------------------------------------------------------------
Standard & Poor's Rating Services placed its 'B+' corporate credit
rating on oil and gas exploration and production company Whiting
Petroleum Corp. on CreditWatch with positive implications.  The
ratings action follows the recent change in Standard & Poor's oil
pricing assumptions.  In 2006, 2007, and 2008, S&P raised its
pricing assumptions for West Texas Intermediate oil by $10 to $60,
$50 and $40 per barrel, respectively.  These changes positively
affect the calculation of Whiting's credit measures for these
years under our pricing assumptions and could, on further
examination, be sufficient to warrant upgrading the corporate
credit rating by one notch.

As of March 31, 2006, Denver, Colorado-based Whiting had $894
million in funded debt.

"The ratings on Whiting reflect the high cyclicality of the oil
and gas E&P sector, Whiting's leveraged financial profile, and the
company's significant future capital expenditures related to
future development costs related to its significant undeveloped
property base," said Standard & Poor's credit analyst David
Lundberg.  "These concerns are partially offset by Whiting's
increased scale, long-lived reserves, and significant inventory of
drilling prospects," he continued.

Standard & Poor's will evaluate the company's projected cash flows
and credit measures under our revised price deck, and determine
whether the improvement merits a one notch upgrade.


WILLIAMS PARTNERS: S&P Rates Proposed $150 Mil. Sr. Notes at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Williams Partners LP, a master limited
partnership engaged primarily in gathering, transporting, and
processing natural gas and fractionating and storing natural gas
liquids.  At the same time, Standard & Poor's assigned a 'BB-'
rating to Williams Partners' proposed $150 million senior
unsecured notes issuance.  The outlook is positive.

Williams Partners' 'BB-' corporate credit rating reflects the
entity's relatively small size, its geographic concentration in
the San Juan basin, and the MLP corporate structure, which
requires the partnership to distribute virtually all available
cash to unitholders each quarter.  These weaknesses are partially
mitigated by the entity's significant fee- and tariff-based
revenue streams and relatively modest financial leverage.

The 'BB-' rating also reflects Williams Partners' relationship
with The Williams Cos. Inc.  Pro forma for the next anticipated
equity offering, Williams will own 38.5% of the limited partner
units and the full 2% general partner interest.  In addition,
Williams Partners is dependent on Williams for liquidity support.
The partnership has access to a $75 million carve-out of Williams'
$1.5 billion revolving credit facility and has a $20 million
revolver with Williams acting as the lender.  It does not
currently maintain an independent credit facility, but expects to
do so in the future.

The positive outlook for Williams Partners reflects the outlook on
Williams.  "Given the current close linkage of between the two
entities (Williams' ownership of Williams Partners; Williams
Partner's dependence on Williams for liquidity), the Williams
rating currently caps Williams Partners' rating," said Standard &
Poor's credit analyst David Lundberg.  "Any negative ratings at
Williams would likely affect Williams Partners' ratings, and
conversely, a positive ratings action could favorably affect
Williams Partners, but may not necessarily do so," he continued.


WINN-DIXIE: Court Allows Deloitte to Render Accounting Services
---------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the Middle District
of Florida to employ Deloitte Financial Advisory Services LLP and
Deloitte Consulting LLP, nunc pro tunc to March 14, 2006, to
provide fresh-start accounting services in connection with the
implementation of a plan of reorganization and emergence from
Chapter 11.

D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, relates that upon emerging from Chapter 11, the
Debtors must comply with SOP 90-7, Financial Reporting by
Entities in Reorganization Under the Bankruptcy Code issued by
the Accounting Standards Board of the American Institute of
Certified Public Accountants, which requires, among other things,
that the Debtors:

    (a) record the effects of their plan of reorganization;

    (b) revalue their assets and liabilities in their books of
        entry; and

    (c) develop an emergence balance sheet.

Deloitte FAS and Deloitte Consulting's services will include:

1) Fresh-Start Accounting

    (a) Assistance with disclosure statement and financial
        projections:

        * Assist management in applying Fresh-Start adjustments to
          and disclosures for the projected financial information;

    (b) Preparation and substantiation of Fresh-Start Balance
        Sheet under SOP 90-7:

        * Assist management in the development of an
          implementation approach for Fresh-Start Accounting,
          culminating in a strategy and work plan for the project;

        * Assist management in connection with its recording of
          adjustments to reflect the impact of the discharge of
          debt and other plan of reorganization requirements,
          including the related tax implications;

        * Assist management in connection with its recording of
          adjustments to assets and liabilities in accordance with
          SFAS 141 as required by SOP 90-7;

        * Assist management with its preparation of analyses
          supporting adjustments; and

        * Assist management with responses to requests from the
          Debtors' external auditors with respect to Fresh-Start
          Accounting;

    (c) Posting of Fresh-Start entries back to books of entry:

        * Assist management in connection with its determination
          of a plan of reorganization-related and re-valuation
          adjustments necessary to record these items to the books
          of entry of the appropriate legal entities, including,
          if necessary, preparation of supporting materials;

        * Work with accounting, legal, and tax advisors to assist
          management in determining the allocation of the earnings
          impact to separate legal entities within the Debtors'
          structure in accordance with statutory requirements;

        * Assist management in connection with its estimation of
          recoveries to claimants for accrual accounting purposes,
          including comparisons with the Debtors' claims database
          to estimate liabilities related to contingent,
          unliquidated and disputed claims; and

        * Assist management in its allocation of reorganization
          value to the Debtors' legal entities; and

    (d) Application Support:

        * Assist management in its preparation and implementation
          of the accounting treatments and systems updates
          required for Fresh-Start Accounting implementation as of
          the Fresh-Start reporting date.  Commonly, the financial
          systems impacted by the process included the General
          Ledger, Accounts Payable, and Fixed Assets.  Other
          applications may be impacted based on the impact of the
          bankruptcy and valuation efforts.  Application support
          includes these items as required:

          -- Definition of specific processing requirements
          -- Programming specification
          -- Application configuration and set-up
          -- Interface development
          -- Data cleansing and reconciliation
          -- Project management and administration

2) Valuation Services

    (a) Assistance and valuation work per Fresh-Start under SOP
        90-7:

        * Assist management with the identification of tangible
          and intangible assets;

        * Assist management with its estimate of the fair value of
          specific assets and liabilities, including performing
          valuation of certain assets and liabilities, as agreed
          with management;

        * Assist with assignment of values to reporting units, as
          required;

        * Discuss valuation methodology and results with the
          Debtors' external auditors;

        * Assist the Debtors and their advisors with asset and
          liability valuation adjustments; and

        * Assist management with the coordination of Fresh-Start
          valuation with tax values and tax attribute planning;
          and

3) Financial Reporting

    (a) Assist with Financial Reporting:

        * Assist management in preparing supporting accounting
          information for timely record keeping matters and
          reporting requirements;

        * Assist management in preparing accounting information
          and disclosures in support of public financial filings;

        * Assist management with regard to valuation matters that
          impact financial reporting; and

        * Assist management with memoranda supporting accounting
          positions.

Although Deloitte FAS will provide most of the services related
to Fresh-Start Accounting, the Debtors wish to employ Deloitte
Consulting to assist Deloitte FAS with the services, as
necessary.  Mr. Baker explains that in providing services to its
clients, Deloitte FAS is routinely assisted by Deloitte
Consulting with respect to services for which Deloitte Consulting
has specialized knowledge.

Mr. Baker notes that the Debtors have previously retained
Deloitte Consulting and Deloitte & Touche LLP to provide services
during their Chapter 11 cases pursuant to separate engagements.
Although they are affiliates of Deloitte FAS, their services
provided to the Debtors do not involve Fresh-Start Accounting.

Deloitte Consulting has provided in-store consulting services to
assist the Debtors in developing and initiating in-store
operational initiatives.  Deloitte & Touche has provided the
Debtors with internal audit risk assessment, quality assessment,
and journal entry testing services unrelated to Fresh-Start
Accounting.

Accordingly, the Fresh-Start Accounting services proposed to be
provided by Deloitte FAS and Deloitte Consulting are not
duplicative of the services already being provided by Deloitte
Consulting, Deloitte & Touche, or any of the Debtors' other
professionals.

To the best of the Debtors' knowledge:

    (a) Deloitte FAS and Deloitte Consulting neither hold nor
        represent any interest adverse to their estates;

    (b) neither Deloitte FAS nor Deloitte Consulting have had any
        affiliation with the Debtors, their creditors or any
        party-in-interest, or to the Debtors' attorneys that are
        known to Deloitte FAS and Deloitte Consulting to be
        assisting the Debtors in their Chapter 11 cases.  The
        personnel expected to provide services to the Debtors on
        behalf of Deloitte FAS and Deloitte Consulting pursuant to
        the Engagement Letter are not related to the United States
        Trustee assigned to the Debtors, cases, any person
        employed in the office of the United States Trustee, or
        Judge Funk; and

    (c) each of Deloitte FAS and Deloitte Consulting is a
        "disinterested person" within the meaning of Sections
        101(14) and 327(a) of the Bankruptcy Code.

The firms' hourly rates are:

          Professional                       Hourly Rate
          ------------                       -----------
          Partners/Principals/Directors      $600 - $750
          Senior Managers                    $480 - $580
          Managers                           $380 - $500
          Senior Staff                       $275 - $375
          Staff                              $190 - $250
          Paraprofessionals                          $75

Deloitte FAS' fee applications will include and separately
designate amounts due on account of work performed, from Deloitte
Consulting.

Additionally, because the Fresh Start Accounting Services are
unrelated to Deloitte Consulting's in-store consulting services,
the amounts due for services performed by Deloitte will not count
toward the $3,375,000 fee cap of the DC Order.

The Engagement Letter also provides for:

    (a) a limitation on any damages that may be recoverable by the
        Debtors against Deloitte FAS, except to the extent any
        damages resulting from gross negligence, willful
        misconduct, bad faith, or self-dealing by Deloitte FAS or
        its subcontractors; and

    (b) an indemnification from the Debtors in favor of Deloitte
        FAS against claims of third parties, except to the extent
        any claims result from gross negligence, willful
        misconduct, bad faith, or self-dealing by Deloitte FAS or
        its subcontractors.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 37; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Wants to Assume Modified JEA Electrical Service Pacts
-----------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the Middle District of Florida
to assume certain Prepetition Agreements with Jacksonville
Electric Authority, as modified.

Jacksonville Electric Authority provides Winn-Dixie Stores, Inc.,
and its debtor-affiliates with electrical and water services for
their operations in Northeast Florida.  

Because of the Debtors' use of a large volume of electrical
services, JEA provides them with price discounts on these services
under a General Service Large Demand Rider Electric Service
Agreement and a Multiple Accounts Load Improvement Rider Service
Agreement, both dated as of July 28, 1998.

The Debtors realize monthly savings of $50,000 to $60,000 under
the Prepetition Agreements, D.J. Baker, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, in New York, tells the Court.

The Prepetition Agreements include services for a store that the
Debtors have closed and contain errors on the addresses of a
number of store locations.  To correct the errors and delete the
closed store, JEA has agreed to modify each of the Prepetition
Agreements.

Mr. Baker assures the Court that the Debtors will pay an existing
default of $583,898, under the Prepetition Agreements.

                           JEA Responds

JEA states that it does not object to the Debtors' assumption of
the Prepetition Agreements, provided that they pay $606,538 --
not $583,898 -- to cure their monetary defaults.

Richard R. Thames, Esq., at Stutsman Thames & Markey, P.A., in
Jacksonville, Florida, explains that the difference between the
two figures is attributable to JEA's provision of water and other
utility services to the Debtors prepetition.

Pursuant to JEA's Charter, which can be found in the Jacksonville
City Code, all customers of JEA must remain current on all
utility bills to avoid termination of services.

Mr. Thames adds that the Debtors must pay the additional
prepetition charges due to JEA as a condition to assumption of
the Prepetition Agreements, pursuant to Section 365(b)(1) of the
Bankruptcy Code.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 37; Bankruptcy Creditors' Service, Inc., 215/945-7000).


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re Sellers Brothers, Inc.
   Bankr. N.D. Ga. Case No. 06-64963
      Chapter 11 Petition filed May 1, 2006
         See http://bankrupt.com/misc/ganb06-64963.pdf

In re Kirby T. and Barbara A. Morlino
   Bankr. N.D. Miss. Case No. 06-10897
      Chapter 11 Petition filed May 4, 2006
         See http://bankrupt.com/misc/msnb06-10897.pdf

In Lawrence F. Mumm
   Bankr. W.D. Wis. Case No. 06-10890
      Chapter 11 Petition filed May 4, 2006
         See http://bankrupt.com/misc/wiwb06-10890.pdf

In re Memphis Security Company, Inc.
   Bankr. W.D. Tenn. Case No. 06-23172
      Chapter 11 Petition filed May 4, 2006
         See http://bankrupt.com/misc/tnwb06-23172.pdf

In re Morlino Electric, Inc.
   Bankr. N.D. Miss. Case No. 06-10896
      Chapter 11 Petition filed May 4, 2006
         See http://bankrupt.com/misc/msnb06-10896.pdf

In re Nova Graphic System Inc
   Bankr. C.D. Calif. Case No. 06-10630
      Chapter 11 Petition filed May 4, 2006
         See http://bankrupt.com/misc/cacb06-10630.pdf

In re Texmac Ltd., LLC
   Bankr. N.D. Ind. Case No. 06-60829
      Chapter 11 Petition filed May 4, 2006
         See http://bankrupt.com/misc/innb06-60829.pdf

In re Your Choice Food Services, Inc.
   Bankr. S.D. Tex. Case No. 06-31934
      Chapter 11 Petition filed May 4, 2006
         See http://bankrupt.com/misc/txsb06-31934.pdf

In re City Cafe, AKP, Ltd.
   Bankr. N.D. Tex. Case No. 06-31894
      Chapter 11 Petition filed May 5, 2006
         See http://bankrupt.com/misc/txnb06-31894.pdf

In re Mishar Productions, Inc.
   Bankr. M.D. Penn. Case No. 06-00872
      Chapter 11 Petition filed May 5, 2006
         See http://bankrupt.com/misc/pamb06-00872.pdf

In re Steven's Distributing, Inc.
   Bankr. S.D.N.Y. Case No. 06-10975
      Chapter 11 Petition filed May 5, 2006
         See http://bankrupt.com/misc/nysb06-10975.pdf

In re Barton Springs Grill, L.P.
   Bankr. S.D. Tex. Case No. 06-31972
      Chapter 11 Petition filed May 8, 2006
         See http://bankrupt.com/misc/txsb06-31972.pdf

In re Carolyn Sue Ladd
   Bankr. E.D. Va. Case No. 06-10463
      Chapter 11 Petition filed May 8, 2006
         See http://bankrupt.com/misc/vaeb06-10463.pdf

In re Donald. C. Carlock, Jr., DC PA
   Bankr. N.D. Fla. Case No. 06-30260
      Chapter 11 Petition filed May 8, 2006
         See http://bankrupt.com/misc/flnb06-30260.pdf

In re Goupil Patisserie, Inc.
   Bankr. S.D.N.Y. Case No. 06-10998
      Chapter 11 Petition filed May 8, 2006
         See http://bankrupt.com/misc/nysb06-10998.pdf

In re Millmark Products, Inc.
   Bankr. D. Maine Case No. 06-10132
      Chapter 11 Petition filed May 8, 2006
         See http://bankrupt.com/misc/meb06-10132.pdf

In re Murnick, Inc.
   Bankr. S.D.N.Y. Case No. 06-22236
      Chapter 11 Petition filed May 8, 2006
         See http://bankrupt.com/misc/nysb06-22236.pdf

In re Roger M. Wills
   Bankr. N.D. Ill. Case No. 06-05172
      Chapter 11 Petition filed May 8, 2006
         See http://bankrupt.com/misc/ilnb06-05172.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero Jainga, Joel Anthony
Lopez, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Cherry A.
Soriano-Baaclo, Christian Q. Salta, Jason A. Nieva, Lucilo M.
Pinili, Jr., Tara Marie A. Martin and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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