TCR_Public/060524.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, May 24, 2006, Vol. 10, No. 122

                             Headlines

2001 STATE: Case Summary & 2 Largest Unsecured Creditors
AFFILIATED COMPUTER: S.N.Y. Dist. Court Joins Options Grant Probe
AFFILIATED COMPUTER: Inks Pact to Purchase E&Y's Intellinex Unit
AIRBASE SERVICES: Ch. 11 Trustee Taps Lain Faulker as Accountants
ALLEGHENY ENERGY: Secures New 5-Year $579 Million Credit Facility

AM COMMUNICATIONS: Ct. OKs RSI as Ch. 7 Trustee's Collection Agent
AMERICAN AXLE: Moody's Lowers Corporate Family Rating to Ba3
APHTON CORP: Files for Voluntary Chapter 11 Protection
APHTON CORP: Case Summary & 20 Largest Unsecured Creditors
ARMSTRONG WORLD: Plan Confirmation Pre-Trial Briefs Filed

ARMSTRONG WORLD: Prof. Brickman's Expert Testimony Excluded
ARVINMERITOR INC: Replacing $900 Mil. Revolving Facility due 2008
ARVINMERITOR INC: S&P Puts BB Sr. Unsecured Rating on Neg. Watch
ATLANTIC PARK: Case Summary & 19 Largest Unsecured Creditors
BAUSCH & LOMB: Obtains Waivers Under $775MM Bank Credit Facilities

BOMBARDIER: Moody's Puts Rating on C$880 Mil. Sr. Sec. Loan at B1
BROOKS SAND: Kenneth Henry & Bruce Miller Okayed as Ch. 11 Trustee
BROOKS SAND: Trustee Wants Bruce Miller Law Group as Counsel
CALPINE CORP: Dec. 31 Balance Sheet Upside-Down by $5.5 Billion
CALPINE CORP: Panel Hires Morgenstern Jacobs as Conflicts Counsel

CATHOLIC CHURCH: Tort Panel & FCR File Chapter 11 Plan for Spokane
CATHOLIC CHURCH: Spokane Classes of Claims Under TCC & FCR Plan
CNET NETWORKS: Conducts Internal Probe on Stock Options Grant
CNET NETWORKS: Posts $1.1 Million Net Loss in First Quarter
CONTINENTAL AIR: Moody's Assigns B3 Corporate Family Rating

COPA CASINO: Moody's Rates Proposed $230MM Debt Facility at B3
CSK AUTO: Lenders Extend Filing of Financial Results Until July 2
CUMULUS MEDIA: Moody's Rates $850M Sr. Sec. Facilities at Ba3
CURATIVE HEALTH: Judge Bernstein Confirms Prepackaged Ch. 11 Plan
CYBER DEFENSE: Working Capital Deficits Spur Going Concern Doubt

DANA CORP: American Axle Wants Stay Lifted on Patent Litigation
DANA CORP: Committee Wants to Examine Prepetition Lenders' Liens
DELPHI CORP: Trade Claimants Comment on Proposed CBA Rejection
DELPHI CORP: Recruits Booz Allen for Design Phase of SG&A Program
DELPHI CORP: Inks License Pact with Denso Corporation

DYNEGY HOLDING: Moody's Affirms $2.9 Bil. Sr. Notes Rating at B2
EURO-PRO: Involuntary Chapter 11 Case Summary
EUROFRESH INC: S&P Places B Corporate Credit Rating on Neg. Watch
EXCO RESOURCES: Earns $92.2 Million in First Quarter 2006
EXCO RESOURCES: Moody's Lowers Corp. Family Rating to B2

FDL INC: Creditors' Committee Calls for CEO's Pay Cut
FDL INC: Court Okays Elliott Levin as Committee's Counsel
FDL INC: Court Approves LS Associates as Financial Consultant
FEDDERS CORP: Michael Giordano Named as CEO Elect
FOAMEX INTERNATIONAL: D.E. Shaw Wants Equity Committee Appointed

FOAMEX INTERNATIONAL: Court Approves Equity Trading Protocol
FRANKLIN PIERCE: Moody's Downgrades Debt Rating from Ba1 to Ba3
FREMONT HOME: DBRS Puts Low-B Rating on $7.6 Million NIM Notes
GUITAR CENTER: To Acquire Assets of Hermes Trading
HEALTH SCIENCES: Accumulated Deficit Prompts Going Concern Doubt

HEALTHSOUTH CORP: Settles Multi-Billion Fraud Case for $3 Million
HEALTHTRONICS INC: Will Hold Annual Stockholder Meeting on June 8
HIGH VOLTAGE: Files Amended Plan of Liquidation in Massachusetts
INFOR: Moody's Reviews Junk Rating on $315M Loan & May Downgrade
INGRAM MICRO: Fitch Withdraws BB+ Sr. Subordinated Notes' Rating

J.L. FRENCH: Inks $255MM Goldman Sachs & Morgan Stanley Exit Pact
JLG INDUSTRIES: Moody's Ups Low-B Rating on Corp. Family & Notes
JORGE FERREIRA: Case Summary & 11 Largest Unsecured Creditors
JP MORGAN: Moody's Places Low-B Rating on 2 Cert. Classes
JUNIPER NETWORKS: E.N.Y. Atty. Investigates Stock Options Grant

JUNIPER NETWORKS: S&P Puts BB Corp. Credit Rating on Neg. Watch
LEVITZ HOME: Rejects Eleven Store Subleases
LONG BEACH: Moody's Puts Low-B Rating on 2 Certificate Classes
MARMION INDUSTRIES: Recurring Losses Prompt Going Concern Doubt
MAULDIN-DORFMEIER: Court Confirms Second Amended Chapter 11 Plan

MAXTOR CORP: Completes $1.9 Bil. Asset Sale to Seagate Technology
MCCLATCHY CO: To Sell Philadelphia Newspapers, Inc. for $562 Mil.
MERILL LYNCH: Moody's Puts Rating on Class B-4 Certs. at Ba1
NUTRAQUEST INC: Files Modified Disclosure Statement in New Jersey
PERFORMANCE TRANSPORTATION: Court Clarifies Feb. Insurance Order

PERFORMANCE TRANSPORTATION: Wants More Time to Decide on Leases
PERFORMANCE TRANSPORTATION: May Remove Civil Actions Until Aug. 4
PERINI CORP: Plans to Offer $100 Million of Senior Notes due 2013
PERINI CORP: Moody's Rates $100 Million Sr. Unsec. Notes at B2
PERINI CORP: S&P Rates Proposed $100 Million Senior Notes at BB-

PIER 1: Will Hold Annual Stockholders Meeting on June 22
PINNACLE ENTERTAINMENT: S&P Revises Watch Implication to Positive
POMFRET PLANTATION: Case Summary & 14 Largest Unsecured Creditors
PRINCETON OMEGA: Case Summary & 3 Largest Unsecured Creditors
RENT-A-CENTER: Moody's Lifts Rating on $330 Million Notes to Ba3

REYNOLDS AMERICAN: Fitch Rates Guaranteed Secured Notes at BB+
ROGER GUZMAN: Case Summary & 14 Largest Unsecured Creditors
SAINT VINCENTS: NAL Tenders $17 Million Bid for St. Mary's
SAINT VINCENTS: Bayonne Proposes to Buy Staten Island Hospital
SAINT VINCENTS: U.S. Trustee Names 5-Member Creditors' Panel

SEAGATE TECHNOLOGY: Completes Maxtor Acquisition for $1.9 Billion
SERACARE LIFE: Creditors' Panel Says No to Equity Panel Formation
SHADOWROCK LLC: Case Summary & 2 Largest Unsecured Creditors
SILGANS HOLDING: Moody's Raises Corp. Family Rating 1 Notch to Ba2
SILICON GRAPHICS: Lampe Conway Responds to DIP Financing Request

SILICON GRAPHICS: Will Pay Prepetition Foreign Vendor Claims
SPECTRUM BRANDS: Posts $563,000 Net Loss in 2006 2nd Fiscal Qtr.
SPECTRUM BRANDS: Enters into Third Amendment under Credit Pact
STRUCTURED ASSETS: Moody's Assigns Ba1 Rating to Class B1 Certs.
TRITON CDO: Moody's Puts $26.7 Mil. of B1 Rated Notes on Watch

UNITY VIRGINIA: Can Pay $17 Million Debts Says Prospect Energy
WELLSFORD REAL: Annual Stockholders' Meeting Set for June 12
WEST SHEPHERDSVILLE: Case Summary & 7 Largest Unsecured Creditors
WHITE RIVER: Case Summary & 30 Largest Unsecured Creditors
WICKSTROM MATERIALS: Voluntary Chapter 11 Case Summary

WINN-DIXIE: Florida Tax Collectors Want to be Adequately Protected
WINN-DIXIE: Ct. OKs Jenner as Special Insurance Litigation Counsel
WINN-DIXIE: Judge Funk Approves PwC's Retention Supplement

* Upcoming Meetings, Conferences and Seminars

                             *********

2001 STATE: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 2001 State Street LLC
        2001 South State Street
        Chicago, Illinois 60616

Bankruptcy Case No.: 06-05925

Chapter 11 Petition Date: May 23, 2006

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Robert M. Fishman, Esq.
                  Shaw Gussis Fishman Glantz Wolfson & Towbin LLC
                  321 North Clark Street, Suite 800
                  Chicago, Illinois 60610
                  Tel: (312) 666-2842
                  Fax: (312) 275-0567

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 2 Largest Unsecured Creditors:

   Entity                        Claim Amount
   ------                        ------------
David T. Laas                        $145,085
2001 South State Street
Chicago, IL 60616

Blue Star Auto Parts, Inc.            $61,280
c/o David T. Laas
2001 South State Street
Chicago, IL 60616


AFFILIATED COMPUTER: S.N.Y. Dist. Court Joins Options Grant Probe
-----------------------------------------------------------------
Affiliated Computer Services, Inc., received a grand jury document
subpoena from the U.S. District Court for the Southern District of
New York asking the Company to produce documents relating to the
granting of stock options since 1998.  

A shareholder derivative lawsuit was filed in the U.S. District
Court for the District of Delaware, on May 16, 2006, naming
Affiliated Computer as a nominal defendant and Mark King, the
Company's current Chief Executive Officer and a director, and Jeff
Rich, its former Chief Executive Officer and a former director, as
defendants.

The lawsuit alleges breaches of the "short swing profit rules" of
Section 16(b) of the Securities and Exchange Act of 1934 in
connection with stock option granted by the Company to Mr. King
and Mr. Rich in 2000 and 2002 and sales of the Company's common
stock by these officers during those years.  The Company says the
claims in this lawsuit do not have merit and intends to vigorously
defend the lawsuit.

As reported in the Troubled Company Reporter on May 15, 2006, the
Securities and Exchange Commission has begun an informal
investigation into the Company's stock option grants made from
October 1998 through March 2005.

In response to the informal SEC investigation, Affiliated Computer
began an internal investigation, through its regular outside
counsel, into its historical stock option practices, including a
review of its underlying option grant documentation and
procedures.  

The Company, historically, grants stock options with effective
dates prior to the date when they were granted.  The Company
preliminarily determined that it will record a cumulative prior
period non-cash stock-based compensation expense charge not to
exceed approximately $40 million.  The charge relates to option
grants covering approximately 24 million common shares subsequent
to the Company's initial public offering in 1994 and through
Dec. 31, 2005.

                    About Affiliated Computer

Headquartered in Dallas, Texas, Affiliated Computer Services,
Inc., (NYSE: ACS) -- http://www.acs-inc.com/--  provides business   
process outsourcing and information technology solutions to
commercial and government clients.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 16, 2006,
Moody's Investors Service downgraded Affiliated Computer's
existing notes rating to Ba2 from Baa3 and assigned a Ba2
corporate family rating and Ba2 ratings to the company's
$5 billion bank credit facilities.  Moody's also confirmed the
Company's Baa3 senior unsecured bank credit facility rating and
will withdraw the rating upon the consummation of the proposed
financing package.

As reported in the Troubled Company Reporter on Feb. 16, 2006,
Standard & Poor's Ratings Services held its ratings for Affiliated
Computer on CreditWatch, where they were placed with negative
implications, on Jan. 27, 2006.  Standard & Poor's said it will
lower its corporate credit rating on the company to 'BB-' from
'BB+', if ACS materially completes the repurchase of $3.5 billion
of the company's shares.  The outlook will be stable.


AFFILIATED COMPUTER: Inks Pact to Purchase E&Y's Intellinex Unit
----------------------------------------------------------------
Affiliated Computer Services, Inc., signed an agreement to acquire
Intellinex, LLC, an Ernst & Young LLP enterprise.  The transaction
is expected to close within 30 days and is subject to Hart-Scott-
Rodino approval as well as other customary closing conditions.

"We expect all of ACS and Intellinex's customers, including Ernst
& Young, will benefit from their combined knowledge and
expertise," said Mike Hamilton, Americas Chief Learning and
Development Officer for Ernst & Young LLP.  "Ernst & Young was
recently ranked third in Training magazine's Training Top 100, and
we believe this transaction will allow us to focus even more of
our efforts on the development and implementation of world-class
learning content and programs for our people."

"Intellinex has demonstrated its value to our global organization
through the services and technologies it offers," said Pierre
Hurstel, Ernst & Young Global Managing Partner - People.  "Through
its affiliation with ACS, I believe Intellinex will become even
more effective in the delivery and implementation of our learning
programs.  I look forward to a continued relationship and am
confident that the innovation and commitment Ernst & Young has
received from Intellinex can only strengthen."

Ernst & Young LLP has entered into a multi-year learning services
agreement with ACS/Intellinex to use its technology and
administrative training support, as well as its learning design,
to facilitate the delivery of the training content developed by
Ernst & Young to its people.

"Intellinex's proven technology content delivery platform and
methodology is used by some of the largest companies in the world,
including Ernst & Young, one of the world's most respected
professional services firms," said Mark King, ACS President and
Chief Executive Officer.  "We are honored by this important new
relationship with Ernst & Young and are fully committed to
providing world-class learning services that contribute to Ernst &
Young's continued success and competitive differentiation."

With this acquisition, ACS will further expand its already
extensive menu of human resource outsourcing BPO capabilities.  
The learning solutions ACS gains through Intellinex include more
than 50,000 hours of learning content and curriculums developed
for 200 corporate clients and government agencies in North America
and Europe, including such companies as Cisco Systems, Canon USA,
Ernst & Young, and Turner Construction.

"This acquisition enables ACS to offer the HRO marketplace a
scalable, reliable, and secure learning technology platform;
custom content development and content management capabilities;
and a range of managed services that focus on aligning learning to
business goals and objectives," said Ann Vezina, Group President
of ACS Commercial Solutions.  Vezina pointed to increasing
knowledge levels of skilled labor, accelerating adoption of
changes in the workplace, and an overall shift to a services-based
economy as factors driving the rising need among multi-national
business and government organizations for outsourced knowledge
creation and exchange.

ACS will become one of the only HRO providers delivering fully
integrated enterprise learning capabilities, including management
of the entire learning infrastructure.  The company will gain
access to existing Intellinex clients, including some of the most
recognized names in business, with cross-sell opportunities for
its wide range of additional BPO services.

Established in 2000 by Ernst & Young LLP, Intellinex has been
recognized in the Leader Quadrant by the Gartner Group, most
recently in its 2005 Learning Management System Magic Quadrant.   
More than 300 Intellinex employees at its headquarters in
Cleveland, Ohio, and at locations in Irving, Texas, Lakewood,
Colorado, and Europe, will become part of ACS when the transaction
closes.

                       About Ernst & Young

Ernst & Young -- http://www.ey.com/-- a global leader in  
professional services, is committed to restoring the public's
trust in professional services firms and in the quality of
financial reporting.  Its 107,000 people in 140 countries pursue
the highest levels of integrity, quality, and professionalism in
providing a range of sophisticated services centered on our core
competencies of auditing, accounting, tax, and transactions.

                    About Affiliated Computer

Headquartered in Dallas, Texas, Affiliated Computer Services,
Inc., (NYSE: ACS) -- http://www.acs-inc.com/--  provides business   
process outsourcing and information technology solutions to
commercial and government clients.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 16, 2006,
Moody's Investors Service downgraded Affiliated Computer's
existing notes rating to Ba2 from Baa3 and assigned a Ba2
corporate family rating and Ba2 ratings to the company's
$5 billion bank credit facilities.  Moody's also confirmed the
Company's Baa3 senior unsecured bank credit facility rating and
will withdraw the rating upon the consummation of the proposed
financing package.

As reported in the Troubled Company Reporter on Feb. 16, 2006,
Standard & Poor's Ratings Services held its ratings for Affiliated
Computer on CreditWatch, where they were placed with negative
implications, on Jan. 27, 2006.  Standard & Poor's said it will
lower its corporate credit rating on the company to 'BB-' from
'BB+', if ACS materially completes the repurchase of $3.5 billion
of the company's shares.  The outlook will be stable.


AIRBASE SERVICES: Ch. 11 Trustee Taps Lain Faulker as Accountants
-----------------------------------------------------------------
Dennis Faulker, Chapter 11 Trustee for Airbase Services, Inc.,
asks permission from the U.S. Bankruptcy Court for the Northern
District of Texas to employ Lain, Faulker & Co., P.C., as his
accountants and financial advisors.

Lain Faulker will:

     a) assist the Chapter 11 Trustee in the analysis of the
        Debtor's financial position, assets, and liabilities;

     b) assist the Chapter 11 Trustee in the preparation of the
        Debtor's Schedules and Statement of Financial Affairs;

     c) assist the Chapter 11 Trustee in the examination of proofs
        of claim filed against the Debtor to determine whether any
        asserted claims are objectionable or otherwise improper;

     d) assist the Chapter 11 Trustee in the accounting of all
        receipts and disbursements from the estate and the
        preparation of all necessary reports in relation thereto;

     e) assist the Chapter 11 Trustee in the development of the
        Plan of Reorganization or Liquidation and in the
        preparation of an accompanying Disclosure Statement, any
        amendments to the Plan or Disclosure Statement, and any
        related agreements and documents;

     f) assist the Chapter Trustee in the preparation of a final
        report and final accounting of the administration of the
        estate;

     g) advise the Chapter 11 Trustee in connection with any
        potential sale of assets;

     h) assist the Chapter 11 Trustee in the analysis of tax and
        taxation issues and in the filing of any necessary
        information regarding taxes as is required by Section
        1106(a)(6) of the U.S. Bankruptcy Code;

     i) testify at hearings and trials as to one or more of the
        matters set forth above as determined to be necessary and
        appropriate; and

     j) perform all other accounting services and provide all
        other financial advice to the Chapter 11 Trustee in
        connection with this Chapter 11 case as may be required or
        necessary.

Mr. Faulker discloses that the Firm's professionals bill:

           Professional                    Hourly Rate
           ------------                    -----------
           Shareholders                    $305 - $345
           Senior Accountants              $200 - $240
           Staff Accountants               $120 - $185
           Accounting Clerk                 $55 - $75

D. Keith Enger, an accountant and business advisor at Lain
Faulker, assures the Court that the firm does not hold or
represent any interest adverse to the Debtors' estates and is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not hold or represent any interest
adverse to the Debtors' estates.

Headquartered in Grand Prairie, Texas, Airbase Services, Inc. --
http://www.airbaseservices.com/-- maintains and repairs a wide
range of cargo equipment and cabin interior designs for commercial
airlines, and provides maintenance and management services for the
airline industry.  Due to bankruptcies filed by several of its
airline customers, the Company filed for bankruptcy protection on
May 1, 2006 (Bankr. N.D. Tex. Case. No. 06-41231).  The Court
approved the appointment of Dennis Faulkner as trustee in the
Debtor's chapter 11 case on May 3, 2006.  Mark J. Petrocchi, Esq.,
at Goodrich Postnikoff Albertson & Petrocchi, LLP, represents the
Trustee.  No Official Committee of Unsecured Creditors has been
appointed in the Debtor's case.  When the Debtor filed for
bankruptcy, the Company reported assets and debts amounting to
$10 million to $50 million.


ALLEGHENY ENERGY: Secures New 5-Year $579 Million Credit Facility
-----------------------------------------------------------------
Allegheny Energy, Inc., obtained a new $579 million credit
facility.  Proceeds were used to refinance its existing
$579 million credit facility, which matures in June 2010.

The new $400 million senior unsecured revolving credit facility
and $179 million senior unsecured term loan both have five-year
maturities.  Both the revolving credit facility and the term loan
will carry an initial interest rate equal to the London Interbank
Offered Rate plus 100 basis points, with decreases in the rate
possible if the company's credit ratings improve from current
levels.  The existing credit facility being refinanced had an
interest rate of LIBOR plus 150 basis points.

Joint lead arrangers for the refinancing were Citigroup Global
Markets Inc. and Credit Suisse.

                        Allegheny Energy

Based in Greensburg, Pennsylvania, Allegheny Energy, Inc. --
http://www.alleghenyenergy.com/-- is an investor-owned utility
consisting of two major businesses.  Allegheny Energy Supply owns
and operates electric generating facilities, and Allegheny Power
delivers low-cost, reliable electric service to customers in
Pennsylvania, West Virginia, Maryland, Virginia and Ohio.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 20, 2006,
Standard & Poor's Ratings Services raised its corporate credit
ratings on diversified energy company Allegheny Energy Inc. and
its subsidiaries to 'BB+' from 'BB-'.  S&P said the outlook is
positive.

As reported in the Troubled Company Reporter on June 15, 2005,
Moody's Investors Service assigned a Senior Implied rating of Ba1
and a Speculative Grade Liquidity Rating of SGL-2 to Allegheny
Energy, Inc.  This was the first time that Moody's assigned both
such ratings to AYE.  The company's other ratings, including the
Ba2 senior unsecured rating, remained unaffected.


AM COMMUNICATIONS: Ct. OKs RSI as Ch. 7 Trustee's Collection Agent
------------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware allowed Alfred T. Giuliano, the Chapter 7
Trustee for the estates of AM Communications, Inc., and its
debtor-affiliates, to hire Recovery Services Inc. as his
collection agent.

As reported in the Troubled Company Reporter on March 2, 2006,
RSI will assist Mr. Giuliano in collecting unpaid judgments
arising from avoidance actions filed by the Trustee against the
Debtor's creditors.  

The Trustee has commenced and prosecuted approximately 37 lawsuits
seeking recovery of more than $5 million.  Several of the
Preference Complaints have proceeded to judgment, and the Trustee
anticipates that additional avoidance actions will also be reduced
to judgment.

RSI will charge a 30% contingency fee based on a percentage of the
collected funds, plus reimbursement of costs.

AM Communications, Inc. -- http://www.amcomm.com/-- located in   
Quakertown, Pennsylvania, is a leading supplier of software-driven
network reliability solutions for HFC broadband network
enterprises.  The Company and its debtor-affiliates filed for
chapter 11 protection on Aug. 28, 2003. (Bankr. D. Del. Case No.:
03-12689).  Anthony M. Saccullo, Esq., and Christopher A. Ward,
Esq., at The Bayard Firm, represents the Debtors.  Dmitry
Pilipis, Esq., and Frederick B. Rosner, Esq., provides the
Official Committee of Unsecured Creditors with legal advice.  
On March 23, 2004, the Court entered an order converting the
chapter 11 cases to chapter 7 cases.


AMERICAN AXLE: Moody's Lowers Corporate Family Rating to Ba3
------------------------------------------------------------
Moody's Investors Service downgraded American Axle &
Manufacturing, Inc.'s Corporate Family and Senior Unsecured
ratings to Ba3 from Ba2.  At the same time, the company's
Speculative Grade Liquidity rating was lowered to SGL-3,
representing adequate liquidity over the next twelve months.

Actions on the long-term ratings flow from reduced expectations of
the company's performance over the intermediate term and resultant
deterioration in key financial metrics.  Moreover, potential for
some portion of the company's convertible notes to be put back to
the company during a sensitive period for the North American
automotive industry, could at least temporarily weaken the
company's liquidity profile, resulting in the adjustment to the
Speculative Grade Liquidity Rating.

American Axle faces certain business challenges due to trends in
consumer vehicle preferences away from certain light trucks and
SUVs where it has enjoyed significant product content, as well as
its historic customer concentration with General Motors
Corporation.

While recent new GM model introductions are helping to mitigate
some of these challenges, American Axle's level of free cash flow
generation has also been pressured as the company has invested in
its expansion strategy which should ultimately diversify its
customer base.  Over time, the company's order book will improve
its geographic, product and customer diversification, but this
will emerge slowly.

In the interim, American Axle's results will continue to be
strongly correlated with light truck & SUV production by its
principal customer, GM and more dependent upon the success of GM's
new full-sized SUV and pick-up trucks since demand for mid-size
product supplied by American Axle has declined. The outlook
remains negative.

Ratings lowered:

American Axle & Manufacturing, Inc.

   * Corporate Family, Ba3 from Ba2
   * Senior Unsecured Notes, Ba3 from Ba2
   * Speculative Grade Liquidity, SGL-3 from SGL-2

American Axle & Manufacturing Holdings, Inc.

   * Senior Unsecured Convertible Notes, Ba3 from Ba2

American Axle & Manufacturing, Inc. guarantees the notes of
American Axle & Manufacturing Holdings, Inc. and vice versa.  The
last rating action was on December 14, 2005 at which time the
Corporate Family rating was lowered to Ba2.

American Axle's Corporate Family rating of Ba3 reflects relatively
weaker scores under the Auto Supplier Methodology for elevated
leverage, customer & segment concentration and recent
deterioration in its debt coverage ratios.

Interest coverage could decline further should significant amounts
of the parent's low coupon convertible notes be refinanced with
higher cost variable rate bank debt.  Scores on those metrics are
partially mitigated by stronger scores from the company's sound
balance sheet, operating efficiencies, and long-term nature of its
business awards.

Over time, the company's strategy will gradually lead to improved
product, customer and geographic diversification. Moody's views
the company's progress in expanding its business with non-US auto
makers favorably. However, ramp up of such new business will only
occur over a period of time, and in the intermediate term,
exposure to GM will be a significant driver of results.

Free cash flow in 2006 is expected to remain modest as the company
continues to invest in organic growth to support the launch of new
business awards and expand its geographic footprint.

The Ba3 rating also emphasizes volatility in the company's cash
flows arising from its ongoing customer, geographic and platform
concentration.

American Axle has a capital intensive business model which
requires ongoing capital expenditure related to new product
launches and is currently limiting free cash flow for debt
reduction.  Those traits tend to compound its exposure to
challenges faced by its largest customer, GM, and are evidenced by
the impact on its recent results from the closure of GM's Oklahoma
City assembly plant.

Introductions of full-size models based on the new GMT-900
platform have been well received. While the number of vehicle
launches based on this platform will increase over 2006 and 2007,
demand for mid-size vehicles supported by American Axle production
has fallen.

The confluence of these trends will produce mixed results over the
next few quarters.  But, dependency on the ultimate success of the
full-size SUV and pick-up truck models will increase until new
business awards from non-GM customers can begin to make
significant contributions.

The change in ratings incorporates this elevated variability from
the potential success or failure of any particular platform.

The negative outlook reflects the company's continued
concentration with GM, whose Corporate Family rating is B3, the
mix of vehicles it supports, and uncertainty on what build rates
consumer demand may ultimately support for models supported by
American Axle production.

The rating agency would expect American Axle to remain profitable
during the intermediate term.  However, during this period it
remains vulnerable to potential downside developments arising from
any disruptions of U.S auto production.

The SGL-3 Speculative Grade Liquidity rating anticipates the
company will maintain an adequate liquidity profile over the next
year.  American Axle should continue to generate internal funds
sufficient to meet operational needs.  While the company maintains
only minimal balance sheet cash, it has access to a $600 million
unsecured revolving credit facility with a commitment expiration
date in April 2010.

At the end of March, $100 million had been borrowed under the
facility and approximately $25 million of letters of credit had
been issued under the commitment.  This would leave roughly $475
million available.  This availability could be significantly
reduced as a result of a ratings trigger under the unsecured
convertible notes of the company's parent.

Up to $150 million of notes are currently able to be put back to
the issuer under the terms of that trigger.  Consequently,
external sources of funding could be materially reduced during a
period when potential for disruption in North American auto
production, particularly at GM, could pose further challenges to
the company.

Moody's anticipates that the company has the capacity to pursue
financing alternatives that would accommodate any put of the
convertible notes, and will reassess the SGL rating as new
developments occur

American Axle & Manufacturing, Inc., headquartered in Detroit,
Michigan, is a world leader in the manufacture, design,
engineering and validation of driveline systems and related
components and modules, chassis systems, and metal formed products
for light truck, SUVs and passenger cars.  The company has
manufacturing locations in the U.S.A., Mexico, the United Kingdom
and Brazil. The company reported revenues of $3.4 billion in 2005
and has approximately 10,900 employees.


APHTON CORP: Files for Voluntary Chapter 11 Protection
------------------------------------------------------
Aphton Corporation filed, on May 23, 2006, a voluntary chapter 11
petition under the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the District of Delaware.  The Company is seeking offers
to purchase its assets out of bankruptcy.  Any sale will be
subject to Bankruptcy Court approval.

"We regret that circumstances have forced the company to file for
chapter 11 bankruptcy protection," stated Patrick Mooney, MD,
Chairman and Chief Executive Officer of Aphton.  "However, we
appreciate the support we have received over the years from our
employees, vendors, investors and collaborative partners."

                          About Aphton

Headquartered in Philadelphia, Pennsylvania, Aphton Corporation --
http://www.aphton.com/-- is a clinical stage biopharmaceutical  
company focused on developing targeted immunotherapies for cancer.  
Aphton's products seek to empower the body's own immune system to
fight disease.


APHTON CORP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Aphton Corporation
        8 Penn Center
        P.O. Box 59419
        1628 JFK Boulevard, Suite 501
        Philadelphia, Pennsylvania 19103
        Tel: (215) 218-4340
        Fax: (215) 218-4357

Bankruptcy Case No.: 06-10510

Type of Business: The Debtor is a biopharmaceutical company
                  focused on developing targeted immunotherapies
                  for cancer.  See http://www.aphton.com/

Chapter 11 Petition Date: May 23, 2006

Court: District of Delaware (Delaware)

Debtor's Counsel: Michael G. Busenkell, Esq.
                  Eckert Seamans Cherin & Mellot, LLC
                  300 Delaware Avenue, Suite 1360
                  Wilmington, Delaware 19801
                  Tel: (302) 425-0430
                  Fax: (302) 425-0432

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
   ------                        ---------------   ------------
XOMA (US) LLC                    Trade                 $438,013
2910 7th Street
Berkeley, CA 94710

University of Nottingham         Trade                 $318,181
Finance Department
University Park
Nottingham NG7 2RD

White & Case                     Professional Fees     $229,034
1155 Avenue of the Americas
P.O. Box 11467
New York, NY 10286

Kendle UK Ltd.                   Trade                 $212,080

University of London             Trade                 $198,167

Akerman Senterfitt               Professional Fees     $150,000

Phillip Gevas                    Former Officer        $122,700

Ernst & Young                    Professional Fees      $84,675

Kendle                           Trade                  $69,966

Robert Scibienski                Compensation           $67,043

Cato Research                    Trade                  $47,654

UMC UTRECHT                      Trade                  $44,654

Dov Michaeli                     Trade                  $41,667

TS Communication Group, LLC      Trade                  $37,943

Demosthenes Pappagianis          Trade                  $37,500

Solomon Edwards                  Trade                  $28,685

Sue Hagan                        Compensation           $25,981

Kendle International             Trade                  $25,165

Compliance Res.                  Trade                  $25,000

R.R. Donnelley Receivables Inc.  Trade                  $23,351


ARMSTRONG WORLD: Plan Confirmation Pre-Trial Briefs Filed
---------------------------------------------------------
Armstrong World Industries, Inc., the Official Committee of
Asbestos Claimants and Dean M. Trafelet, as the legal
representative for the Debtors' future asbestos personal injury
claimants, and the Official Committee of Unsecured Creditors
delivered to the U.S. District Court for the District of Delaware
pre-trial briefs regarding their position on the confirmation of
AWI's fourth amended plan of reorganization, as modified, dated
February 21, 2006.

The Plan Confirmation Hearing commenced May 23, 2006, before Judge
Eduardo Robreno in District Court.

On AWI's behalf, Jason Madron, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, relates that the Modified Plan
eliminates the distribution of warrants to AWI's stockholders,
thus, remedying what the District Court found to be the primary
impediment to the Plan confirmation and AWI's emergence from
Chapter 11 as a successfully reorganized business enterprise.

Mr. Madron points out that the one discrete issue that remains to
be determined by the District Court at the confirmation hearing is
whether the Modified Plan unfairly discriminates in favor of the
asbestos personal injury claimants in Class 7 and against the
commercial unsecured claim holders in Class 6 pursuant to Section
1129(b) of the Bankruptcy Code.

In this regard, Mr. Madron contends that the Creditors Committee,
representing the interests of Class 6 Claimholders, has the burden
to prove that the $3,100,000,000 implied liability for Asbestos PI
Claims on which the Modified Plan is premised is unreasonably
overstated, taking into account the totality of circumstances,
including:

   (i) the history of AWI's asbestos liability;

  (ii) the number of pending claims on the Petition Date;

(iii) the substantially greater percentage distribution that
       Class 6 creditors are receiving on their claims compared
       to Asbestos Personal Injury Claimholders in Class 7;

  (iv) the manner in which distributions are to be made under
       the Modified Plan to Asbestos PI Claimholders; and

   (v) the significant expenses and risks to be borne
       exclusively by those claimants.

Mr. Madron alleges that the Creditors' Committee cannot sustain
that burden.

                  $3.1-Bil Implied Asbestos Liability

Mr. Madron informs the Court that the Modified Plan is premised on
the same $3,100,000,000 implied liability for present and future  
asbestos personal injury liabilities under AWI's original plan.  
Mr. Madron also notes that the Creditors' Committee used to
endorse the prior plan, even recommending to its constituency that
it vote accept the prior plan.

It was solely the misguided belief of the Creditors' Committee
that passage of the Fairness in Asbestos Injury Act was imminent
that led the Creditors' Committee to reverse its position at the
eleventh hour and oppose confirmation of the prior plan in
November 2003.

Mr. Madron tells Judge Robreno that the $3,100,000,000 asbestos
liability estimate under the Modified Plan plainly demonstrate
that it is well within a range of reasonable estimates:

    Creditor Constituency          Asbestos Liability Estimate
    ---------------------          ---------------------------
    Creditors' Committee                 $1,950,000,000
    Futures                               4,500,000,000
    ACC                                   6,040,000,000

                  Plan Does Not Discriminate Class 6

In considering the issue of unfair discrimination, Mr. Madron
notes that each unsecured creditor in Class 6 will receive a
distribution under the Modified Plan equal to approximately 59.5%
of its claim.

However, because of the additional risks and financial burdens
imposed on the PI Claimholders, they will only receive a
distribution equal to 20% of their claims.  Specifically, the
Asbestos PI Trust to which all present and future PI Claims will
be channeled will be required to unilaterally bear all of the
costs and expenses of administering the Asbestos PI Trust and
adjudicating and resolving the hundreds of thousands of claims to
be filed against it.

Moreover, the PI Claimholders will unilaterally bear the risk that
the estimate of AWI's asbestos liability has been understated, as
has been the case in virtually every other asbestos claims trust
that has been established, thus, eroding the actual distribution
the claimants will receive on their claims.

Mr. Madron notes that the Unsecured Claimholders in Class 6 bear
none of those risks and their 59.5% distribution is essentially
guaranteed.

Under those circumstances alone, Mr. Madron contends that the
Creditors' Committee cannot sustain its burden of proving unfair
discrimination, without even taking into account the obvious flaws
in the liability estimate prepared by its expert, Dr. Leticia
Chambers.  These flaws, which principally stem from assumptions
that have no basis in fact, result in an estimate of AWI's
asbestos liability that is not rooted in reality.

Mr. Madron insists that it is abundantly clear that, as to Class
6, the Modified Plan does not discriminate at all -- much less
unfairly discriminate.

Accordingly, AWI asks Judge Robreno to overrule the Creditors'
Committee's objections and confirm the Modified Plan.

A full-text copy of AWI's memorandum of law in support of
confirmation of its Modified Plan of Reorganization is available
at no charge at http://ResearchArchives.com/t/s?9b5

             ACC and Futures Rep Support Plan Confirmation

The ACC and the Futures Representative agree that the Modified
Plan does not discriminate unfairly against the unsecured
commercial creditors in Class 6.

Based on the reports and testimony of their experts, the ACC and
the Futures Representative believe that the reasonable estimate of
the Asbestos PI Claims is in the range of $4,000,000,000 to
$6,038,000,000, present value.  Nonetheless, they agree that if
AWI's aggregate asbestos personal injury liability is at least
$3,100,000,000 present value, then the treatment of all unsecured
creditors will be fair.

Marla Rosoff Eskin, Esq., at Campbell & Levine, LLC, in
Wilmington, Delaware, states that since the stream of liability
obligations would extend over many years, the ACC and the Futures
Representative agree that it is necessary to reduce the nominal
value of the asbestos claims, which will accrue over time to a
present value so that it can be compared with the present value of
the other creditors' claims.  The ACC and the Futures
Representative further agree on the use of a risk-free discount
rate of 5.55% to arrive at present value.

At the confirmation hearing, the ACC and the Futures
Representative will present fact, medical, and estimation expert
witnesses to establish evidence showing that the aggregate amount
that AWI would have had to pay over the coming decades for both
pending and future asbestos PI claims substantially exceeds
$3,100,000,000.

A full-text copy of the ACC and the Futures Representative's joint
pre-hearing brief in support of Plan confirmation is available for
free at http://bankrupt.com/misc/awiaccfuturesrepbrief.pdf

           Creditors Committee Insists Plan is Unconfirmable

The Creditors Committee contends that to determine the recovery
for the PI Claimants, AWI must use a fraction whose numerator
equals the asbestos claimants' recovery pursuant to the Modified
Plan and whose denominator equals the best estimate of AWI's total
pending and expected future legitimate asbestos PI liability.

The Creditors Committee maintains that putting the correct
estimate of AWI's present and future asbestos PI liabilities into
that fraction -- $1,960,000,000 -- produces a percentage recovery
of 91.3%, more than 50% higher than the 59.5% recovery that the
commercial creditors will receive.

"That differential amounts to unfair discrimination against the
commercial creditors and renders the Plan unconfirmable," Mark
Felger, Esq., at Cozen O'Connor, in Wilmington, Delaware, tells
Judge Robreno.

The Creditors Committee wants the District Court to adopt without
qualification Dr. Chamber's estimate, which leads to the
conclusion that AWI cannot meet its burden of showing that the
Plan does not unfairly discriminate against the Class 6
Claimholders.  Mr. Felger asserts that only Dr. Chambers' estimate
faithfully applies the methodology endorsed in Owens Corning v.
Credit Suisse First Boston, 322 B.R. 719 (D. Del.2005).

Moreover, the Creditors Committee proposes that the District Court
must consider AWI's historical asbestos litigation experience in
context so as to estimate its asbestos PI liability accurately.  
Testimony will establish that the 1990s was a heyday for
plaintiffs pursuing asbestos personal injury litigation, Mr.
Felger says.

"Plaintiffs' attorneys actively recruited potential litigants and
based claims on dubious medical diagnoses.  They unleashed armies
of litigants to overwhelm the courts and defendants with claims,
many of dubious validity," Mr. Felger asserts.

AWI, Mr. Felger says, resorted to a survival strategy of settling
claims -- often without real regard to the underlying merits.

Mr. Felger also notes that AWI was not a "bad actor" unlike Johns
Manville and Turner & Newall; AWI did not hide asbestos' harm from
the public and its employees.  Hence, AWI presented an easy target
for entrepreneurial plaintiffs' counsel.

A full-text copy of the Creditors' Committee's brief opposing
confirmation of AWI's Modified Plan is available at no charge at
http://bankrupt.com/misc/awicreditorscommitteebrief.pdf

                             Trial Protocol

At the confirmation trial, 18 hours will be allocated for
presentation of evidence, Judge Robreno said in a time management
order issued on May 19.

Plan proponents and objecting parties have seven hours each for
all testimony and examination regarding expert witnesses and
another two hours each to examine live factual witnesses.  Each
side has 10 minutes for its opening statement.

Post-trial briefs, if any, are due June 8, 2006.  Responses to the
post-trial briefs are due June 19.  Closing arguments will be held
on July 11.

                      About Armstrong World

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior floor coverings and ceiling
systems, around the world.

The Company and its debtor-affiliates filed for chapter 11
protection on December 6, 2000 (Bankr. Del. Case No. 00-04469).
Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell
C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors in their restructuring efforts.  The Debtors
tapped the Feinberg Group for analysis, evaluation, and treatment
of personal injury asbestos claims.

Mark Felger, Esq. and David Carickhoff, Esq., at Cozen and
O'Connor, and Robert Drain, Esq., Andrew Rosenberg, Esq., and
Alexander Rohan, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, represent the Official Committee of Unsecured Creditors.
The Creditors Committee tapped Houlihan Lokey for financial and
investment advice.  The Official Committee of Asbestos Personal
Injury Claimant hired Ashby & Geddes as counsel.

When the Debtors filed for protection from their creditors, they
listed $4,032,200,000 in total assets and $3,296,900,000 in
liabilities.  (Armstrong Bankruptcy News, Issue No. 93; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ARMSTRONG WORLD: Prof. Brickman's Expert Testimony Excluded
-----------------------------------------------------------
The Official Committee of Asbestos Claimants and Dean M. Trafelet,
as the legal representative for future asbestos personal injury
claimants in Armstrong World Industries, Inc., and its debtor-
affiliates, ask Judge Robreno to exclude the testimony of Lester
Brickman, a law professor who asserts that he is an expert on "the
history of asbestos litigation," in connection with the
confirmation hearing of Armstrong World Industries, Inc.'s
modified plan of reorganization.

Marla Rosoff Eskin, Esq., at Campbell & Levine, LLC, in
Wilmington, Delaware, tells Judge Robreno that Prof. Brickman's
testimony is "inadmissible" because it is, in essence, a partisan
account of asbestos law.

Ms. Eskin relates that the report contains an extensive discussion
of recent changes in substantive law, procedural rules, and state
tort reform legislation, including interpretations of state
statutes and other case law.

                      Prof. Brickman's Testimony

Prof. Brickman is a law professor at the Benjamin N. Cardozo
School of Law.  He is retained by counsel for the Official
Committee of Unsecured Creditors to prepare an expert report and
provide expert testimony in connection with AWI's Chapter 11
proceedings.  He is paid $825 an hour for his work.

Prof. Brickman in his 111-page expert report says he has been
qualified by a number of courts as an expert on the history of
asbestos litigation, asbestos claim settlement practices, asbestos
bankruptcy trusts and the effects of changes in trust distribution
procedures on asbestos claiming activity.  He has researched,
written extensively and taught courses and seminars on legal
ethics and the legal profession for 40 years, including a seminar
on the ethics of legal fees and the impact of contingency fee
financing of tort litigation on the tort system.

               Entrepreneurial Asbestos Litigation Model

Prof. Brickman relates that for the past 15 years, he has been
studying the rise of asbestos claims generated by mass
"screenings" and the processes by which medical evidence has been
created in support of the hundreds of thousands of nonmalignant
claims generated by the screenings, and the judicial treatment of
the claims.

"My studies have led me to the conclusion that, from a systemic
perspective, asbestos litigation is undoubtedly distinctive,"
Prof. Brickman says.  He explains that state court asbestos
litigation has distinct characteristics because of the volume of
claims improperly generated by plaintiff law firms at relatively
low cost per claim against scores of different defendants
generally named by these claimants and because of the judicial
responses to mass filings of claims.

Prof. Brickman has identified an entrepreneurial asbestos
litigation model that began to emerge in the mid to late 1980s.
The elements of this model include:

   (a) the recruitment of hundreds of thousands of litigants who
       are first X-rayed by screening enterprises hired by
       plaintiffs' law firms;

   (b) the use of a comparative handful of B Readers and doctors
       selected by these law firms who read the X-rays in
       contravention of published guidelines and established
       protocols;

   (c) the administration of pulmonary function tests usually by
       screening enterprises, to generate tens of thousands of
       findings of lung impairment which qualify the litigant for
       higher settlement values, but which tests frequently fail
       to comply with American Thoracic Society standards and, for
       that reason, have been shown by several studies to be
       invalid;

   (d) the use of witness preparation techniques to implant
       memories with regard to product identification as a means
       of constantly renewing the supply of solvent defendants to
       replace and supplement those that have entered bankruptcy;

   (e) the mass filings of the claims in a small number of
       jurisdictions to:

       (1) overwhelm state court dockets, causing courts to adopt
           procedural strategies which have perversely served to
           reward mass recruitment efforts; and

       (2) overwhelm defendants by imposing upon them the enormous
           litigation costs required to prove the absence of
           disease and the lack of exposure to their products; and

   (f) the resultant adoption of settlement strategies by
       defendants that are less a function of the merits of claims
       and more a function of the massing of claims.

Prof. Brickman says the claims filed against Armstrong follow the
same patterns and are consistent with the results of the
entrepreneurial model.  He explains that the percent of
Armstrong's pending claims that are nonmalignant -- 91% -- closely
aligns with the percentage of nonmalignant claims that are the
product of the entrepreneurial model.

In addition, 57.6% of Armstrong's pending claims were filed in
five states -- Mississippi, Texas, West Virginia, Ohio and Florida
-- which is consistent with the high percentages of
entrepreneurially generated claims filed in these "magnet"
jurisdictions.

Approximately 85% of Armstrong's pending claims also match up with
claims filed with the Johns Manville Trust.  The significance of
this high matching rate, according to Prof. Brickman, is that
studies by the Manville Trust of the characteristics of claims in
their database can be considered as also applying to Armstrong's
pending claims.

These characteristics include the identities of the comparative
handful of B Readers and diagnosing doctors who provided medical
reports for a substantial percentage of all of the
entrepreneurially generated claims filed with the Trust.

Prof. Brickman even points out that a number of the doctors on the
Manville Trust lists are the same doctors whom Judge Janis Jack of
the U.S. District Court for the Southern District of Texas in In
re Silica Products Liability Litigation, 398 F.Supp.2d 563 (S.D.
Tex., 2005), determined were part of the "scheme . . . to
manufacture [diagnoses] for money."

Based on the evidence reviewed, the entrepreneurial model
characterizes Armstrong's claims experience in the tort system,
Prof. Brickman says.

If Armstrong were still in the tort system, Prof. Brickman
believes it would be experiencing a decline in nonmalignant claim
filings of a similar magnitude.  Moreover, projections of future
claims and claim values which are based on the assumption of a
continuation of historical nonmalignant claims filing and
settlement patterns, and which do not take these judicial,
legislative and trust distribution procedure changes into account,
are likely to substantially overstate the extent of a company's
future liability for the claims.

He also notes that prepetition settlements of asbestos related
claims entered into by Armstrong may not be a valid basis for
projecting the number and value of future claims in a bankruptcy
proceeding if they, too, were the product of a "scheme to
manufacture."

A full-text copy of Prof. Brickman's Report is available for free
at http://ResearchArchives.com/t/s?9b6

                    Prof. Brickman is a Paid Expert

The Official Committee of Unsecured Creditors could write its
trial brief based on the material in Mr. Brickman's report,
without any need for his testimony, Ms. Eskin tells Judge Robreno.

As the court held in "In re Rezulin Prod. Liab. Litig., 309 F.
Supp. 2d 531, 551 (S.D.N.Y. 2004)," a "historical commentary" by a
paid expert based on one party's allegations, including inferences
drawn from uncomplicated facts that serve only to buttress that
party's theory of the case, is neither required nor admissible
because the trier of fact can construct its own history from the
evidence in the record and the counsel's arguments.

Ms. Eskin adds that it is well established that American courts
neither require nor accept experts on American law.  "[T]he judge
is the expert," she says.

Furthermore, Ms. Eskin argues that Prof. Brickman is not qualified
to be an expert in AWI's case.  Much of his alleged expertise
derives from activities conducted as a paid advocate for asbestos
defendants or their allies, as well as amicus briefs he has
written in asbestos cases on behalf of the American Tort Reform
Association.

"Although he styles himself a 'historian of asbestos litigation,'
it is clear that he has done very little hands-on work in the
field," Ms. Eskin tells Judge Robreno.  "Prof. Brickman's
knowledge of asbestos matters is derived primarily from reviewing
and summarizing statements about asbestos matters written in court
cases, defendants' briefs or newspaper articles."

In any event, Ms. Eskin asserts, many of Prof. Brickman's opinions
are not within any area of expertise that he claims to have.  
Moreover, much of the Brickman Report simply parrots testimony
that will be provided by other experts in AWI's case whose
testimony is not within Prof. Brickman's area of expertise, making
his report "cumulative and improper."

Ms. Eskin contends that Prof. Brickman's testimony is neither
relevant nor reliable, and, therefore, is inadmissible under
"Daubert v. Merrell Dow Pharm. Inc., 509 U.S. 579 (1993)."

Ms. Eskin maintains that the Brickman Report does not "fit" AWI's
case because, among other things:

   (a) Prof. Brickman has virtually no knowledge of AWI's
       asbestos litigation history; and

   (b) Prof. Brickman's conclusions are not based on any
       discernable methodology and he relies heavily on
       anecdotal hearsay, including newspaper accounts and
       statements in asbestos defendants' briefs, rather than
       true research, experience or training.

Ms. Eskin insists that the Court should approve the ACC and the
Futures Representative's request pursuant to Rules 16(f),
26(a)(2)(B), and 37(c)(1) of the Federal Rules of Civil Procedure
and Rules 702 and 703 of the Federal Rules of Evidence.

Alternatively, the ACC and the Futures Representative propose that
the Court should rule that Prof. Brickman may not testify about
judicial decision, the meaning of any statute or legislative
history, and any medical issues concerning AWI's claims database.

                      Creditors Committee Objects

The Creditors Committee wants the ACC and the Futures
Representative's request denied in its entirety because it is "an
attempt to prevent [the] Court from gaining a true and complete
picture of the historical data from which they ask [the] Court to
extrapolate [AWI's] estimated asbestos liability."

According to Jeffrey Waxman, Esq., at Cozen O'Connor, in
Wilmington, Delaware, the ACC and the Futures Representative
sought to keep from the Court an evidence tending to demonstrate
that AWI historically made payment on scores of "illegitimate"
asbestos claims and that, in the absence of significant
adjustments, AWI's past settlement and verdict history is,
therefore, an inappropriate basis on which to estimate AWI's
current and future asbestos liability.

Mr. Waxman insists that Prof. Brickman's testimony will confirm
that AWI historically made payment on thousands of "illegitimate"
asbestos claims.  Prof. Brickman's testimony will also offer:

   (i) insightful explanations why AWI and other asbestos
       defendants historically paid thousands of meritless
       claims; and

  (ii) compelling evidence that a similar result need not be
       duplicated, and has in fact been avoided, by well-
       administered bankruptcy trusts.

"Obviously, [Prof.] Brickman's testimony threatens to fatally
undermine [the ACC and the Futures Representative's] methodology
for estimating AWI's liability and the wildly inflated number that
[the] methodology yields," Mr. Waxman says.

It is no surprise then that the ACC and the Futures Representative
wish to keep Prof. Brickman's compelling testimony from the Court,
Mr. Waxman says.  However, the ACC and the Futures Representative
fail to offer any legitimate basis on which to exclude Prof.
Brickman's work and testimony.

          Prof. Brickman is Qualified to Offer Expert Opinion

Mr. Waxman relates that Prof. Brickman taught at the Benjamin N.
Cardozo School of Law, where he served for two years as acting
dean.  During his nearly 40-year tenure as a professor of law,
Prof. Brickman has taught courses and seminars in legal ethics,
the legal profession, and the impact of contingency fee financing
on tort litigation and the tort system, generally.

Prof. Brickman began his research on asbestos litigation in 1991,
while working for Keene Corporation to help devise a system to
reduce defense costs by creating a software package to standardize
billing by defense counsel.  He was also asked to offer informal
observations and analyses on issues relating to the ethical and
legal issues raised by asbestos litigation.

As part of his consultancy with Keene, Prof. Brickman attended
meetings with Keene's attorneys and dozens of other asbestos
lawyers involved in asbestos litigation, and was provided with
unprecedented and unfettered access to information regarding
asbestos claims and litigation.

After gaining a unique insight and expertise into asbestos
litigation and the effects of lawyers' fee arrangements, Prof.
Brickman was tapped in 1991 by the Administrative Conference of
the United States to organize a colloquium dealing with potential
administrative solutions to the asbestos litigation crisis.  He
was also later invited to testify before a subcommittee of the
Judiciary Committee of the House of Representatives on the effects
of asbestos litigation on federal and state courts.

As an outgrowth of his work for the Administrative Conference of
the United States, Prof. Brickman published in 1992, two articles
dealing with asbestos claims and litigation.  Since then, Prof.
Brickman has published four more pieces on those topics, and is
currently working on a seventh.

By virtue of his academic training, unique experience, and
prolific works, Prof. Brickman has become widely recognized as a
leading expert in the areas of attorney ethics, the effects of
contingency fee structures in mass tort litigation, and asbestos
litigation.

Mr. Waxman maintains that the matters on which Prof. Brickman
proposes to testify are undeniably matters "beyond common
knowledge."  In any event, Prof. Brickman's testimony will
undoubtedly aid the Bankruptcy Court in determining the ultimate
issue at stake in the Debtors' estimation hearing.

             Committee Insists Brickman Report is Reliable

Mr. Waxman states that there is simply no question that Prof.
Brickman's report and proposed testimony more than meet the
Daubert standard for "reliability" based on "Daubert, 509 U.S. at
589 (1993)."

Prof. Brickman's report is based on years of independent study and
analysis, all of which was conducted long before Prof. Brickman
was engaged as an expert for the Creditors Committee.  For most of
that time, he was not retained by any asbestos defendant at all.

As Rules 702 and 703 of the Federal Rules of Evidence make clear,
experts need not rely on statistical or other technical or
"scientific" methodologies for their conclusions to be admissible.  
Rather, experts may rely on surveys of relevant literature and
experiential or other "anecdotal" research.  Mr. Waxman notes that
the ACC and the FCR's own experts admittedly rely on that very
same type of data and research.

                      About Armstrong World

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior floor coverings and ceiling
systems, around the world.

The Company and its debtor-affiliates filed for chapter 11
protection on December 6, 2000 (Bankr. Del. Case No. 00-04469).
Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell
C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors in their restructuring efforts.  The Debtors
tapped the Feinberg Group for analysis, evaluation, and treatment
of personal injury asbestos claims.

Mark Felger, Esq. and David Carickhoff, Esq., at Cozen and
O'Connor, and Robert Drain, Esq., Andrew Rosenberg, Esq., and
Alexander Rohan, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, represent the Official Committee of Unsecured Creditors.
The Creditors Committee tapped Houlihan Lokey for financial and
investment advice.  The Official Committee of Asbestos Personal
Injury Claimant hired Ashby & Geddes as counsel.

When the Debtors filed for protection from their creditors, they
listed $4,032,200,000 in total assets and $3,296,900,000 in
liabilities.  (Armstrong Bankruptcy News, Issue No. 93; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ARVINMERITOR INC: Replacing $900 Mil. Revolving Facility due 2008
-----------------------------------------------------------------
ArvinMeritor, Inc., selected JP Morgan Securities Inc. and
Citigroup Global Markets Inc. to arrange new senior secured credit
facilities to replace its existing revolving credit facility.

                 Bank Revolving Credit Facility

The company has a $900 million revolving credit facility that
expires in 2008.  Under the facility, borrowings are subject to
interest based on quoted LIBOR rates plus a margin, and a facility
fee, both of which are based upon the company's credit rating.  At
March 31, 2006, the margin over the LIBOR rate was 150 basis
points, and the facility fee was 37.5 basis points.  Certain of
the company's domestic subsidiaries irrevocably and
unconditionally guarantee amounts outstanding under the credit
facility.  The revolving credit facility includes a $150 million
limit on the issuance of letters of credit.  At March 31, 2006,
and Sept. 30, 2005, approximately $24 million and $23 million
letters of credit, respectively, were issued.

The facilities are expected to consist of a new revolving credit
facility and a term loan B.  Details of the planned facilities
will be provided to potential participants in the facilities at a
bank meeting, today, May 24, 2006, in New York City.

Headquartered in Troy, Michigan, ArvinMeritor, Inc. --
http://www.arvinmeritor.com/-- is a premier $8.8 billion global  
supplier of a broad range of integrated systems, modules and
components to the motor vehicle industry.  The company serves
light vehicle, commercial truck, trailer and specialty original
equipment manufacturers and certain aftermarkets.  ArvinMeritor
employs approximately 29,000 people at more than 120 manufacturing
facilities in 25 countries.  ArvinMeritor common stock is traded
on the New York Stock Exchange under the ticker symbol ARM.

                          *     *     *

As reported in the Troubled Company Reporter on April 7, 2006,
Moody's Investors Service affirmed ArvinMeritor's Corporate Family
Rating at Ba2, and changed the rating outlook to negative from
stable.  Moody's said the company's core Light Vehicle Systems
segment continues to under-perform and debt protection measures
are somewhat weak for the rating category.  Moody's also affirmed
the Ba2 rating of the Company's senior unsecured notes and senior
unsecured shelf.


ARVINMERITOR INC: S&P Puts BB Sr. Unsecured Rating on Neg. Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' senior
unsecured and 'B-1' short-term corporate credit ratings on
ArvinMeritor Inc. on CreditWatch with negative implications.

At the same time, Standard & Poor's affirmed its 'BB' long-term
corporate credit rating on the Troy, Michigan-based auto supplier.
     
These actions stem from ArvinMeritor's announcement that it will
replace its unsecured bank facility with new senior secured credit
facilities.  The facilities are expected to consist of a new
revolving credit facility and a term loan B.

Standard & Poor's will review the effect of contractual
subordination on the unsecured debt, and depending on the level
of security granted, the unsecured debt rating could be lowered.  
The rating agency will also evaluate the impact on the company's
liquidity and short-term rating as a result of the new facilities.
     
Standard & Poor's would expect to withdraw the rating on
ArvinMeritor's existing bank facility upon completion of the
proposed transaction.  Currently, the rating on ArvinMeritor's
existing $900 million senior unsecured revolving credit facility,
maturing in July 2008, is the same as the corporate credit rating,
because Standard & Poor's expects that lenders will fare the same
as other senior creditors in the event of a default.


ATLANTIC PARK: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Atlantic Park, LLC
        130 South Street
        Northborough, Massachusetts 01532
        Tel: (508) 393-2870

Bankruptcy Case No.: 06-20198

Chapter 11 Petition Date: May 22, 2006

Court: District of Maine (Portland)

Debtor's Counsel: Jonathan R. Doolittle, Esq.
                  Verrill Dana, LLP
                  One Portland Square, P.O. Box 586
                  Portland, Maine 04112-0586
                  Tel: (207) 774-4000
                  Fax: (207) 774-7499

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
LBM Financial, LLC               Mortgage              $965,000
c/o Michael J. Norris, Esq.
P.O. Box 41
Marlborough, MA 01752-1854

Marcello Mallegni                Mortgage              $300,000
c/o Michael J. Norris, Esq.
P.O. Box 41
Marlborough, MA 01752-1854

JSD Building Co., Inc.           Contractor            $248,000
130 South Street
Northborough, MA 01532

Reali Realty, LLC                Lien                  $231,000

Kevin's Electric, Inc.           Lien                   $68,671

Coldwell Banker                  Services               $66,496
Residential Brokerage

Steenbeke & Sones                Materials              $53,496

Cary Seamans                     Lien                   $30,254

Jane E. Reilly                   Attachment             $21,363

A-Plus Insulation, Inc.                                 $17,970

Jerry's Plumbing                                        $15,658

Old Orchard Beach                Tax Liens & Fees       $15,000

Michael Ames                                            $14,668

Quinn's Installations, Inc.      Materials & Services   $11,530

Noralba Estrada                                         $10,000

Fashion Floors                                           $6,380

Christine M. Gemme                                       $5,000

JC Turner & Associates, Inc.                             $5,000

PSV Bassett Heating                                      $4,500


BAUSCH & LOMB: Obtains Waivers Under $775MM Bank Credit Facilities
------------------------------------------------------------------
Bausch & Lomb Inc. reported that pursuant to its consent
solicitations, holders of a majority of outstanding principal
amount of the four issues of the Company's debt and convertible
debt for which the consent deadline has passed have delivered
consents to proposed amendments to the note indentures and the
waiver of specified defaults.  Bausch & Lomb indicated that
approximately $37 million aggregate principal amount of the
Company's senior notes have been tendered to date in its tender
offers, which will expire June 2, 2006.

On May 3, 2006, the Company reported its intention to commence
cash tender offers and consent solicitations for three issues of
outstanding debt securities totaling approximately $384 million
and consent solicitations with respect to two issues of
outstanding convertible debt totaling approximately $160 million.  
The consent solicitations offered holders a fee in exchange for
their consent to proposed amendments to the indenture for each
issue of notes that would, among other things, extend to Oct. 2,
2006, for purposes of the indentures, the Company's deadlines to
file periodic reports with the Securities and Exchange Commission
and to deliver compliance certificates to the Trustee under each
indenture.  The proposed waivers waive all defaults relating to
the failure to properly comply with these obligations prior to
the effectiveness of the proposed amendments and extending until
Oct. 2, 2006.  The consent deadline for all issues was originally
established as May 17, 2006.  The Company subsequently extended to
May 24, 2006, the consent deadline for its 7.125% debentures due
2028.

As of May 17, 2006, consents have been received and accepted in
the percentages indicated for these issues:

                                                      Percent
                 Outstanding                          Consents
   CUSIP No.   Principal Amount   Title of Security   Delivered
   ---------   ----------------   -----------------   ---------
   071707AH6     $150,000,000        6.95% Notes         90%
                                       due 2007                   
   071707AL7      $50,000,000        5.9% Notes          100%
                                       due 2008                    

Each holder tendering Securities in the tender offer is required
to consent to the proposed amendments and waiver, and those are
included in the total percentage of consents delivered indicated
above.  Tenders of Securities delivered as of May 17, 2006, are
now irrevocable.  Holders of Securities have until June 2, 2006,
to decide whether to tender the Securities for purchase.  However,
those holders that did not deliver their consents by the
applicable consent deadline will not be entitled to receive the
consent payment.

As of May 17, 2006, holders of these issues of convertible debt
had delivered consents with respect to the proposed amendments to
the note indentures and a waiver of the specified defaults in the
percentages indicated:

                                                      Percent
                 Outstanding                          Consents
   CUSIP No.   Principal Amount   Title of Security   Delivered
   ---------   ----------------   -----------------   ---------
   071707AK9      $4,098,000        Floating Rate        100%
                                     Convertible
                                    Senior Notes
                                      due 2023                
   071707AM5     $155,902,000          Senior             82%
                                     Convertible
                                    Securities due
                                        2023                   

In accordance with the terms of the bondholder waivers and
consents, Bausch & Lomb intends to complete supplemental
indentures with the trustee for each such issue of notes,
debentures, senior convertible securities and convertible senior
notes to effect the proposed amendments.

                        Waivers Obtained

In addition, on May 19, 2006, Bausch & Lomb filed a Form 8-K with
the SEC indicating it has obtained letter waivers under its
$400 million five-year revolving credit agreement dated July 26,
2005 and its five-year $375 million term loan agreement dated
Nov. 29, 2005.  The letters waive, among other things, through
Oct. 2, 2006,

   (i) any breach of representation or covenant under certain
       provisions of both agreements that may arise from events
       and

  (ii) the Company's failure to file financial statements with the
       SEC.

As of the date of the letter waivers, there were no outstanding
borrowings under the revolving credit agreement, and there were
$375 million of borrowings outstanding under the term loan
agreement.

"We are grateful for the continued confidence shown by our
lenders, who unanimously supported the granting of these waivers,
and by our bond holders," Bausch & Lomb Senior Vice President and
Chief Financial Officer Stephen C. McCluski said.  "We are
diligently working to resolve the outstanding issues that have
caused us to delay our SEC filings, so those filings can be made
as soon as practicable."

Headquartered in Rochester, New York, Bausch & Lomb Inc. --
http://www.bausch.com/-- is the eye health company, dedicated to  
perfecting vision and enhancing life for consumers around the
world.  Founded in 1853, the Company's core businesses include
soft and rigid gas permeable contact lenses and lens care
products, and ophthalmic surgical and pharmaceutical products.  
Bausch & Lomb's 2004 revenues were $2.2 billion; it employs
approximately 13,700 people worldwide and its products are
available in more than 100 countries.


BOMBARDIER: Moody's Puts Rating on C$880 Mil. Sr. Sec. Loan at B1
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Bombardier
Recreational Products' C$250 million senior secured revolver and a
B1 rating to BRP's C$880 million senior secured term loan. At the
same time, Moody's affirmed BRP's B1 corporate family rating and
revised the ratings outlook to negative from stable.

The ratings assigned are subject to the receipt of final
documentation with no material changes to the terms as originally
reviewed by Moody's.

The change in ratings outlook to negative reflects Moody's concern
over the company's reduced financial flexibility to withstand a
cyclical downturn in the recreational sports industry following
its planned leverage recapitalization, which would increase
adjusted leverage to 4.8x from 2.1x.

In addition, the outlook reflects Moody's view that the
recapitalization marks a departure from management's historically
conservative financial posture at a time when there are increased
uncertainties around consumer spending and high oil prices.

The CFR affirmation and new rating assignments reflect BRP's
consistent strong operating performance and cash flow generation,
which it has historically used to repay debt, despite operating in
a highly cyclical industry.

The affirmation also reflects BRP's diverse product offerings,
geographic diversification, brand recognition and strong market
share in addition to its concentration in the marine industry,
foreign exchange fluctuations and operating in a highly
seasonal/cyclical industry.  Because of the cyclicality of its
business, Moody's expects BRP to steadily reduce its debt and to
maintain higher credit metrics for its rating category.

BRP is contemplating issuing roughly C$900 million of debt through
a term loan to repurchase shares and issue a dividend aggregating
roughly C$600 million and to refinance C$230 million of
subordinated notes.

The undrawn senior secured revolver and term loan will be issued
by BRP, will be guaranteed by substantially all North American
operating subsidiaries and will be pari passu with each other in
all respects except for security. The revolver has a first
priority interest in accounts receivable and inventory and a
second priority interest in all other tangible and intangible
assets of the company and its subsidiaries; the term loan has a
first priority interest in all other tangible and intangible
assets of the company and its subsidiaries and a second priority
interest in accounts receivable and inventory.

The Ba2 rating of the revolver is rated two notches above the B1
CFR because of its senior position in the capital structure and
its modest amount relative to overall funded debt.  The B1 rating
on the term loan is at the same level as the corporate family
rating principally due to the preponderance of the loan in the
capital structure and reasonable asset coverage based on a
distressed enterprise value analysis.

If the recapitalization is completed as proposed, Moody's will
withdraw its ratings on BRP's existing subordinated notes rated B3
and revolver rated Ba3.

For additional information, please refer to our Credit Opinion of
BRP dated May 22, 2006 published on Moodys.com.

Ratings assigned:

   * C$250 million senior secured revolver, due 2011, at Ba2;
   * C$880 million senior secured term loan, due 2013, at B1;

Rating affirmed:

   * Corporate family rating at B1.

Rating withdrawn:

   * $50 million senior secured term loan at Ba3

With corporate headquarters in Valcourt, Quebec, Bombardier
Recreational Products Inc. is a leading designer, manufacturer,
and distributor of motorized recreational products worldwide.  Net
sales for the twelve-month period ended January 2006 were
approximately C$2.4 billion.


BROOKS SAND: Kenneth Henry & Bruce Miller Okayed as Ch. 11 Trustee
------------------------------------------------------------------
Richard F. Clippard, the U.S. Trustee for Region 8, asked the
Honorable Joan L. Cooper of the U.S. Bankruptcy Court for the
Western District of Kentucky in Louisville to approve the
appointment of:

   -- Kenneth C. Henry as the Chapter 11 Trustee of Brooks
      Sand & Gravel, LLC (Case No. 06-30259); and

   -- J. Bruce Miller as the Chapter 11 Trustee of Smith
      Mining & Materials, LLC (Case No. 06-30260).

Judge Cooper approved the appointment of J. Bruce Miller as
Chapter 11 Trustee of Brooks Sand & Gravel, LLC, but denied the
appointment of Kenneth C. Henry.  Judge Cooper said that the
appointment of a Chapter 11 Trustee in Smith Mining's case because
"the parties have not filed a motion in said case."

Mr. Miller subsequently rejected his appointment as Brooks Sand's
Trustee.   

As a result of Mr. Miller's rejection, Judge Cooper appointed Mr.
Henry as the Chapter 11 Trustee of Brooks Sand.  Judge Cooper also
approved the appointment of Mr. Miller as the Chapter 11 Trustee
of Smith Mining.

Headquartered in Louisville, Kentucky, Brooks Sand and Gravel LLC
leases an 184-acre sand reserve and processing plant in Bethlehem,
Indiana, in Clark County and employs about 15 people.  Smith
Mining and Materials LLC owns a 226-acre limestone quarry in
Brooks, Kentucky, in Bullitt County and employs about 25 people.
Brooks Sand and Smith Mining filed for chapter 11 protection on
Feb. 9, 2006 (Bankr. W.D. Ky. Case No. 06-30259).  
Dean A. Langdon, Esq., and Laura Day DelCotto, Esq., at Wise
DelCotto PLLC represent the Debtors in their restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in this case.  When the Debtors filed for protection
from their creditors, they estimated assets and debts between $10
million to $50 million.  Judge Cooper approved the appointment of
J. Bruce Miller as the Chapter 11 Trustee of Brooks Sand.


BROOKS SAND: Trustee Wants Bruce Miller Law Group as Counsel
------------------------------------------------------------
Kenneth C. Henry, the Chapter 11 Trustee of Brooks Sand & Gravel,
LLC, asks the Honorable Joan L. Cooper of the U.S. Bankruptcy
Court for the Western District of Kentucky in Louisville for
permission to employ J. Bruce Miller, Esq., and his firm, J. Bruce
Miller Law Group as his legal bankruptcy counsel, nunc pro tunc to
April 24, 2006.

The Trustee selected JBMLG as his legal counsel because of the
firm's extensive general experience and knowledge in litigation
matters, including bankruptcy proceedings.  The Trustee believes
that JBMLG is well qualified and uniquely able to advise him in
this Chapter 11 case in a most efficient and timely manner.

JBMLG will:

   -- assist the Chapter 11 Trustee in connection with the
      management of litigation involving the Debtor;  

   -- negotiate, analyze and address issues relative to the
      operation and liquidation of the Debtor's business; and

   -- perform those legal services that will be necessary in the
      Debtor's bankruptcy case.

J. Bruce Miller, Esq., discloses that the Firm's professionals
bill:

   Designation                                Hourly Rate
   -----------                                -----------
   Members and Associates                     $250 to $295
   Paralegals and Administrative Personnel     $50 to $75

The Firm has not received any retainer from the Trustee in
connection with this case.

To the best of the Trustee's knowledge, the attorneys of JBMLG do
not have any connection with the Trustee, the Debtor, its
creditors, or any party-in-interest.

Headquartered in Louisville, Kentucky, Brooks Sand and Gravel LLC
leases an 184-acre sand reserve and processing plant in Bethlehem,
Indiana, in Clark County and employs about 15 people.  Smith
Mining and Materials LLC owns a 226-acre limestone quarry in
Brooks, Kentucky, in Bullitt County and employs about 25 people.
Brooks Sand and Smith Mining filed for chapter 11 protection on
Feb. 9, 2006 (Bankr. W.D. Ky. Case No. 06-30259).
Dean A. Langdon, Esq., and Laura Day DelCotto, Esq., at Wise
DelCotto PLLC represent the Debtors in their restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in this case.  When the Debtors filed for protection
from their creditors, they estimated assets and debts between $10
million to $50 million.  Judge Cooper approved the appointment of
J. Bruce Miller as the Chapter 11 Trustee of Brooks Sand.


CALPINE CORP: Dec. 31 Balance Sheet Upside-Down by $5.5 Billion
---------------------------------------------------------------
Calpine Corporation and its subsidiaries filed their consolidated
financial statements for the year ended Dec. 31, 2005, on Form
10-K, with the Securities and Exchange Commission on May 19, 2006.

The Calpine entities reported a $9,939,208,000 net loss on
$10,112,658,000 of revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed
$20,544,797,000 in total assets and $26,052,882,000 in total
liabilities, resulting in a $5,508,085,000 stockholders' deficit.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $3,428,037,000 in total current assets available to pay
$7,142,412,000 in total current liabilities coming due within the
next 12 months.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?99e

                       About Calpine Corp.

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


CALPINE CORP: Panel Hires Morgenstern Jacobs as Conflicts Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Calpine
Corp. and its debtor-affiliates' chapter 11 cases obtained
authority from the U.S. Bankruptcy Court for the Southern District
of New York to retain Morgenstern Jacobs & Blue, LLC, as its
special conflicts counsel, nunc pro tunc to March 3, 2006.

As reported in the Troubled Company Reporter on April 24, 2006,
MJB is expected to advise and represent the Committee in
connection with matters related to the Debtors' dealings with
Rosetta Resources Inc. and claims of the Debtors against Solutia,
Inc. and its affiliates that are also debtors in Chapter 11
proceedings.

Peter D. Morgenstern, Esq., a member of Morgenstern Jacobs &
Blue, LLC, in New York, disclosed that the Firm's professionals
bill:

               Professional           Hourly Rate
               ------------           -----------
               Partners & Counsel     $440 - $660
               Associates             $320 - $380
               Paralegals             $100 - $165

                       About Calpine Corp.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with       
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  Miller Buckfire & Co. serves as the
Debtors' financial advisor.  Michael S. Stamer, Esq., at Akin
Gump Strauss Hauer & Feld LLP, represents the Official Committee
of Unsecured Creditors.  Lazard Freres & Co. LLC serves as the
Committee's financial advisor.  As of Dec. 19, 2005, the Debtors
listed $26,628,755,663 in total assets and $22,535,577,121 in
total liabilities.  (Calpine Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Tort Panel & FCR File Chapter 11 Plan for Spokane
------------------------------------------------------------------
The Future Claimants Representative and the Official Committee of
Tort Claimants delivered a joint plan of reorganization for the
Diocese of Spokane with the U.S. Bankruptcy Court for the Eastern
District of Washington on May 15, 2006.

The FCR and Tort Claimants did not file a disclosure statement.  
They did not say when a disclosure statement would be delivered to
the Bankruptcy Court.

Tort Committee's attorney, Joseph E. Shickich, Jr., Esq., at
Riddell Williams P.S., in Seattle, Washington, tells the Court
that the Plan contemplates that on or before the Effective Date:

   * certain real and personal property and the contributions
     from Catholic entities -- Trust Property -- will be
     transferred from the Diocese to a Plan Trust;

   * certain real and personal property in which the Diocese has
     an interest that is not Trust Property or Parish Property
     will be re-vested in the reorganized Diocese;

   * each of the Parishes will form a separate non-profit
     corporation or corporation sole to hold title to its assets
     and for other purposes; and

   * with the consent of the Parishes, a judgment adjudicating
     that all Parish properties are property of the estate, and
     that, other than the interests of the Parish corporations
     created under the Plan, the Parishes have no interest in the
     Parish Properties, will be entered in the Section 541
     Litigation, and all appeals relating to the Section 541
     Litigation will be dismissed.

A full-text copy of the Joint Plan of Reorganization for Spokane
Diocese is available for free at

              http://researcharchives.com/t/s?9af

                           Plan Trust

Upon the transfer, the Trust Property will be vested in the Plan
Trust free and clear of all claims, liens, encumbrances, charges
and other interests.  The Plan Trust will hold, use, manage,
liquidate, dispose or otherwise deal with the Trust Property
pursuant to the terms of the Plan Trust.  The Plan Trust will
serve as the Diocese's estate representative.

            Transfer of Parish Property to Parishes

On the Effective Date, certain parcel of real property and all
personal property used by a parish will be transferred through a
quitclaim deed and bill of sale to the Parish Corporation as
consideration for the payment to the Plan Trust.

Certain parishes will be required to contribute an amount equal to
65% of the fair market appraised value of their Parish Property.  
Small parishes and those in the rural will contribute the lesser
of $100,000 or 65% of the appraised fair marked value of the real
property.

The Parish Corporation will execute, deliver to the Plan Trustee,
and cause to be recorded and filed with the appropriate county
auditor or recorder and the Washington Department of Licensing, a
Note, a Deed of Trust and Security Agreement, Lender's Policies of
Title Insurance and UCC searches satisfactory to the Plan Trustee,
and other documents and instruments to evidence and secure payment
of the Consideration.

The Note will be non-recourse, will not bear interest prior to an
Event of Default, and will not require principal payments prior to
the maturity date.

                   Conditions to Effective Date

There must be a final Confirmation Order, which is satisfactory in
form and substance for the Effective Date to occur, Mr. Shickich
notes.  In addition, all actions, documents, and agreements
necessary to implement the Plan must have been effected or
executed.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 58; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Spokane Classes of Claims Under TCC & FCR Plan
---------------------------------------------------------------
The Plan of Reorganization filed by the Future Claimants
Representative and the Official Committee of Tort Claimants
classifies the claims asserted against the Diocese of Spokane into
10 classes:

      Class    Description
      -----    -----------
       N/A     Administrative Claims
       N/A     Priority Tax Claims
        1      Priority Employee Unsecured Claims
        2      Priority Unsecured Claims
        3      Secured Tax Claims
        4      General Unsecured Convenience Claims
        5      Parish and Catholic Entity Unsecured Claims
        6      General Unsecured Claims
        7      Tort Claims
        8      Priest Retirement Claims

Classes 5, 6 and 7 are impaired and are entitled to vote for the
acceptance or rejection of the Plan.

Classes 1, 2, 3, 4, and 8 are unimpaired and deemed to accept the
Plan.  Accordingly, these Classes are not allowed to vote.

The projected recoveries for the holders of Allowed Claims under
the Plan are:

                                                     Estimated
Class     Distribution                               Recovery  
-----     ------------                               ---------
  1       Holder will be in full in Cash in             100%
          accordance with the policies and
          procedures regarding each item
          comprising the Claim

  2       Holder will be paid in full in Cash
          by the Reorganized Diocese on the Claim
          Payment Date                                  100%

  3       Holder will be paid in full in Cash by
          the Reorganized Diocese within 30 days
          after the Claim Payment Date                  100%

  4       Holder will be paid in full in Cash by
          the Reorganized Diocese within 30 days
          after the Claim Payment Date                  100%

  5       Holder will be paid in full after the
          date on which Parish Funding Termination
          occurs                                        100%

  6       Holder will be paid in full in Cash by
          the Reorganized Diocese in two equal
          installments, plus 5% annual interest.
          The first installment will be paid
          six months after the Claim Payment
          Date.  The second installment will be
          paid 12 months after the Claim Payment
          Date                                          100%

  7       Each holder, except the FCR and Future
          Tort Claimants -- Class 7(d) FCR Tort
          Claim -- will be paid according to the
          subclass elected:

          (1) Class 7(a) Tort Convenience Claim,
          (2) Class 7(b) Matrix Tort Claim, and
          (3) Class 7(c) Litigation Tort Claim.

          Holder of an Allowed Tort Convenience
          Claim will be paid $61,000 in cash by
          the Plan Trust after the later of the
          Claim Payment Date or the date on
          which a portion of the Tort Claim Fund
          is allocated to the Convenience Fund.

          Holder of an Allowed Matrix Tort Claim
          will be paid in Cash by the Plan Trust
          with the holder's pro rata share of the
          Matrix Fund after the later of the
          date on which all Matrix Tort Claims
          have been determined or the amount of
          the Matrix Fund has been determined by
          a Final Bankruptcy Court Order.

          Holder of a Litigation Tort Claim will
          be paid in Cash by the Plan Trust with
          the holder's pro rata share of the
          Litigation Fund after the later of
          the date on which all Litigation Tort
          Claims have been finally determined or
          the amount of the Litigation Fund has
          been determined by a Final Bankruptcy
          Court Order.

          Holder of an Allowed Future Tort Claim
          will be paid in Cash by the Plan Trust
          a share of the FCR Fund equal to the
          arithmetic mean of the pro rata shares
          paid to holders of Matrix Tort Claims
          and Litigations Tort Claims from the
          Matrix Fund and the Litigation Fund,
          after the later of the date on which
          the Future Tort Claim is finally
          determined or the date on which the
          amount of the FCR Fund has been
          determined by a Final Bankruptcy Court
          Order.                                         N/A

  8       Holder will be paid in full in Cash by
          the Reorganized Diocese in accordance
          with the Priest Retirement Plan on the
          later of Claim Payment Date or the date
          on which the Claim would have become
          matured and liquidated but for the filing
          of the Petition.                              100%

                       Class 7 Tort Claims

Any holder of a Tort Claim, except the FCR and Future Tort
Claimants, who does not make an election on the holder's Ballot to
be treated as the holder of a Claim in one of the three
Subclasses, or does not return a Ballot, will be deemed to have
irrevocably elected to be treated as a holder of a Class 7(b)
Matrix Tort Claim.

                         Tort Claim Fund

Joseph E. Shickich, Jr., Esq., at Riddell Williams P.S., in
Seattle, Washington, says that the Tort Claim Fund will consist of
the Trust Property.  

After the Effective Date, the Plan Trustee will:

   -- determine the fair market value of the Trust Property net
      of a reserve for costs and expenses of administration of
      the Plan Trust and reasonable contingencies; and

   -- allocate a portion of the Plan Trust Value equal to all
      Allowed Tort Convenience Claims, plus $61,000 in reserve
      multiplied by the number of Tort Convenience Claims that
      have not been finally determined, to a fund for the
      aggregate Allowed Tort Convenience Claims.

The balance of the Plan Trust Value will be allocated pro rata to
a fund for the Allowed Matrix Tort Claims, Allowed Litigation
Tort Claims, and Allowed FCR Tort Claim on the earlier of:

   (a) the date on which a distribution is first payable to
       holders of Allowed Matrix Tort Claims;

   (b) the date on which a distribution is first payable to
       holders of Allowed Litigation Tort Claims; or

   (c) the date on which the FCR Tort Claim becomes an allowed
       Claim.

If on the Allocation Date, all Matrix Tort Claims, Litigation
Tort Claims, or the FCR Tort Claims have not been finally
determined:

    (i) the Bankruptcy Court will estimate the aggregate amount
        of the Matrix Tort Claims and the amount of the FCR Tort
        Claim; and

   (ii) the District Court will estimate the aggregate amount of
        the Litigation Tort Claims under Section 502(c) of the
        Bankruptcy Code.

The balance of the Plan Trust Value will be finally and
conclusively allocated pro rata to the Matrix Fund, to the
Litigation Fund, and to the FCR Fund based on those estimations.

All Class 7 Tort Claims except Future Tort Claims will be
temporarily allowed for $1 for purposes of voting to accept or
reject the Plan.

In addition, the Tort Committee and the FCR's Plan provides for a
Matrix for Compensation of Sexual Abuse Claims, which categorizes
sexual abuse in five tiers and provides the dollar range in which
a claim for the abuse may be allowed.

A full-text copy of the Matrix for Compensation of Sexual Abuse
Claims is available for free at:

                http://researcharchives.com/t/s?9a3

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 58; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CNET NETWORKS: Conducts Internal Probe on Stock Options Grant
-------------------------------------------------------------
The Center for Financial Research and Analysis issued an analysis
of stock option exercise prices relative to stock price ranges for
certain companies during the period 1997 to 2002.  The report
identified CNET Networks, Inc., as having granted stock options on
four occasions between 1998 and 2001 with exercise prices that
matched or were close to a 40-day low for its stock price.

CNET Networks' Board of Directors has appointed a special
committee of independent directors to conduct an internal
investigation relating to past option grants, the timing of such
grants and related accounting matters.  The Special Committee is
being assisted by and independent legal counsel.

                           About CFRA

Center for Financial Research and Analysis is the leading provider
of forensic accounting research and risk management services.  Its
team of 20+highly experienced research analysts, organized by
industry sector, uses a rigorous, proprietary methodology to
analyze and assess the quality of over 4,000 North American and
European companies' reported financial and operational results.   
Specifically, through the Company's forensic accounting lens, it
can identify indicators of deterioration in a company's
operational health; and evidence of unusual and aggressive
accounting and corporate governance improprieties.  

                       About CNET Networks

CNET Networks, Inc., (Nasdaq: CNET) is a global media company.  
The company's brands -- CNET, GameSpot, TV.com, MP3.com, Webshots,
BNET and ZDNet -- serve the technology, games and entertainment,
business, and community categories.  CNET Networks was founded in
1993 and has always been "a different kind of media company"
creating engaging media experiences through a combination of
world-class content and technology infrastructure.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 27, 2006,
Standard & Poor's Ratings Services raised its ratings on Internet
publisher CNET Networks Inc., including raising the corporate
credit rating to 'B' from 'B-'.  The outlook is positive.


CNET NETWORKS: Posts $1.1 Million Net Loss in First Quarter
-----------------------------------------------------------
CNET Networks, Inc.'s total revenues for the first quarter ended
March 31, 2006, equaled $83.4 million, a 17% increase compared to
revenues of $71.2 million for the same period of 2005.

"As we start off 2006, we are pleased with the overall health of
the business and believe that our long-term prospects only
continue to improve," said Shelby Bonnie, chairman and chief
executive officer of CNET Networks.  "Although we are seeing more
impact from transitions in our endemic categories in the first
half of the year than we originally expected, our ability to grow
our core brands and add new ones sets us up well as we continue to
expand our audience and customer base ahead of the growing
opportunity in Internet advertising."

Operating income before depreciation, amortization and stock
compensation expense was $9.2 million, a 47% increase compared to
$6.2 million during the first quarter of 2005.  The profit margin
of operating income before depreciation, amortization and stock
compensation expense increased to 11% from 9% during the first
quarter of 2005.  Excluding stock compensation expense in the
first quarter of 2006, operating income equaled $1.7 million
compared to $233,000 for the same period of 2005.  On a reported
basis, which includes $4.7 million of stock compensation expense
in the first quarter of 2006, operating loss equaled $3.0 million
during the quarter.

Net cash provided by operating activities for the first quarter
of 2006 was $28.3 million, up from $9.5 million in the first
quarter of 2005.  Free cash flow for the first quarter of 2006 was
$20.0 million compared to $4.4 million in the year ago quarter.
Free cash flow is defined as net cash provided by operating
activities less capital expenditures.

Excluding stock compensation expense and $1.3 million of gains on
discontinued operations and investments, net income for the first
quarter of 2006 was $2.3 million compared to a net loss of
$365,000 during the same period of 2005.  On a reported basis, net
loss for the first quarter of 2006 was $1.1 million.  This
compares with net income of $383,000 during the first quarter of
2005.

                         Business Review

CNET Networks' global network of Internet properties reached an
average of 116.8 million unique monthly users during the first
quarter of 20061, an increase of 10% from the first quarter of
2005.  Average daily page views increased to over 98.7 million
during the first quarter, up 4% from the year-ago quarter.

As part of its effort to expand into new content categories with
brands that engage passionate audiences, CNET Networks has
recently added assets in the food category.  The company acquired
Chowhound, a thriving online community focused on the food and
dining category.  In addition, the company acquired the assets of
Instant Comma, Inc., operators of Chow Magazine.  CNET Networks
will leverage the magazine's editorial expertise, including
recipes, how-to's, and other food-related content to create an
online destination for food enthusiasts, which will replace the
magazine.  The combination of Chowhound's passionate community and
Chow's editorial expertise creates a strong platform from which
CNET Networks can build a presence in the food and dining category
in the coming months.

CNET Networks announced several new partnerships this quarter that
bring its original video programming to television viewers
nationwide.  The deals illustrate the growing demand for original
video programming that has already shown proven successful online,
and underscore CNET and GameSpot's positions as the category-
defining brands in personal technology and gaming.

CNET recently announced plans to launch "CNET TV," a new video-on-
demand (VOD) offering that packages a selection of CNET's popular
video content for distribution on television and online.  CNET TV
will launch initially on TV in early June through partnerships
with Cox Communications, TiVo, Inc., and TVN Entertainment, who
will each offer the content through their own on-demand offerings.  
Online, CNET TV will launch in the second half of the year and
will provide users a single destination where they can access all
of CNET's original video content.  The new destination will also
take advantage of the interactive nature of the Web, giving users
the ability to program the content based on topics of interest,
engage with CNET's editorial personalities, build custom play
lists they can share with friends, and click to buy products or
read full reviews.

In March, GameSpot announced that it would produce two original
series for Gameplay HD, the new gaming channel from VOOM HD
Networks.  The programming includes GameSpotting, a half-hour
series of news, reviews and previews, and CinemAddicts, an hourly
series featuring video games in a cohesive cinematic story.

Webshots launched "Webshots CollegeLive," a feature that provides
students from 4,100 colleges and universities in the US, UK and
Canada a place to plan parties and events, share and comment on
photos after the events, and connect with others.  Webshots
members with a .edu email address have access to a special
Webshots-created section dedicated to their college, where
students can share and view photos from students on their campus.
Each college section can only be accessed with a .edu email
address from that school, thereby allowing each college homepage
to reflect the true spirit of its student body.

CNET Networks continues to focus on adding a broader segment of
advertisers to the networks.  During the first quarter, the
company continued to expand its customer base and add new
advertiser segments across the network, such as Sara Lee, BMW, and
Victoria's Secret.  In addition, approximately 80 percent of the
general consumer advertisers that did business with CNET Networks
during 2005 continued to advertise with the company thus far in
2006.

                        Business Outlook

For the second quarter of 2006, management anticipates total
revenues of $88.5 million to $92 million.  Including $5 million to
$5.5 million in stock compensation expense, management estimates
operating income between $900,000 and $4.4 million during the
second quarter.  Management expects operating income before
depreciation, amortization and stock compensation expense of
between $14 million and $18 million for the quarter.  

For the full-year 2006, management is revising its expectations.   
Management is now estimating total revenues to be in the range
of $386 million and $403 million.  Including $22 million to
$24 million in stock compensation expense, management estimates
operating income between $30.5 million and $38.5 million during
2006.  Management expects operating income before depreciation,
amortization and stock compensation expense to be between
$86 million and $96 million.  

                       About CNET Networks

CNET Networks, Inc., (Nasdaq: CNET) is a global media company.  
The company's brands -- CNET, GameSpot, TV.com, MP3.com, Webshots,
BNET and ZDNet -- serve the technology, games and entertainment,
business, and community categories.  CNET Networks was founded in
1993 and has always been "a different kind of media company"
creating engaging media experiences through a combination of
world-class content and technology infrastructure.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 27, 2006,
Standard & Poor's Ratings Services raised its ratings on Internet
publisher CNET Networks Inc., including raising the corporate
credit rating to 'B' from 'B-'.  The outlook is positive.


CONTINENTAL AIR: Moody's Assigns B3 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service upgraded the Speculative Grade Liquidity
rating of Continental Airlines Inc. to SGL-2 from
SGL-3.  Moody's also affirmed Continental's long term debt
ratings.  The outlook is stable.

The upgrade of the SGL reflects a combination of strong
unrestricted cash and short-term investment balances, better than
expected operating cash flow, and the expectation that the
company's improved cash flow generation should maintain its
balance sheet liquidity while covering a meaningful portion of
expected cash demands.

Cash balances have been bolstered by a combination of non-fuel
cost control, access to capital markets and a stronger revenue
environment driven by both volume as well as better yield.

However, cost containment measures have been somewhat offset by
record level fuel costs.  Since only a limited portion of the
company's jet fuel needs are hedged, sustained high fuel expenses
could put pressure on the company's cash flows and profitability.

The SGL-2 rating also considers that Continental has few remaining
assets that could be monetized. Should operating cash flows
decline, the company has limited options for raising cash as
substantially all of its assets were encumbered as of March 31,
2006, and it has no lines of credit available.

The company could sell its remaining stakes in Copa Airlines Inc.
and ExpressJet Holdings, Inc.; however, sale proceeds would
produce only a minor amount.

Moody's expects that Continental will remain in compliance with
its financial covenants over the next twelve months related to
both its credit card processing agreement and its $350 million
loan secured by the assets of Continental Micronesia, Inc.

The company's sizeable balance sheet cash liquidity is a major
factor for the long term debt ratings, and the SGL-2 rating. Given
Continental's debt maturities, pension contribution requirements,
capital expenditures and possibly rising fuel costs, the ratings
could come under pressure if balance sheet liquidity or cash flow
were to significantly decline from anticipated levels.

Improving the SGL rating will be dependent on the company's
ability to continue to increase cash flow generation and balance
sheet cash liquidity, continue to reduce costs and achieve steady
profitability.

Continental's B3 Corporate Family Rating and stable outlook
reflects Moody's expectation of continued improvements in
operating performance, financial credit metrics and continued
reduction of non-fuel costs.

Moody's anticipates further growth in the company's cash flows in
FY 2006 which should be sufficient to meet all cash demands
without meaningfully increasing its debt.

Continental Airlines, Inc. is headquartered in Houston, Texas.


COPA CASINO: Moody's Rates Proposed $230MM Debt Facility at B3
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to first time
issuer Copa Casino of Mississippi, LLC's proposed $230 million
credit facilities consisting of a $185 million senior secured term
loan due 2012 and a $45 million senior secured revolver due 2011,
and a B3 corporate family rating.

The ratings outlook is stable. Proceeds from the term loan, cash
equity, cash flow generated from the initial expansion, and
revolver borrowings will be used to fund the entire refurbishment,
re-branding and expansion of the former Grand Casino Gulfport into
the Gulfport Oasis Casino Resort.  The initial refurbishment is
expected to be completed by September 2006, while an expansion is
slated for completion in March 2007.

The B3 corporate family rating considers:

   (1) development and ramp-up risk related to the issuer's plan
       to refurbish and expand the former Grand Casino Gulfport
       property;
   (2) reliance on cash flow generated from the opening of
       Phase 1 to support completion of Phase 2 and the risk that
       if projected returns from Phase 1 fall short of
       expectations, the project's liquidity position could
       weaken;
   (3) management's limited experience developing and operating a
       hotel and casino property of this size;
   (4) the uncertainty regarding the future growth of the
       Mississippi Gulf Coast market in the aftermath of
       hurricane Katrina; and
   (5) similar to other gaming projects, high leverage during
       the first two years of operations.

Positive ratings consideration is given to Moody's expectation
that the Mississippi Gulf Coast market will recover, adequate
liquidity for the project which includes a funded interest reserve
through April 2007, a 15% budget contingency, and availability
under the proposed $45 million senior secured revolving credit
facility.

The stable rating outlook reflects Moody's view that the
Mississippi Gulf Coast market will recover to at least historic
levels so that the cash flow generated from the opening of Phase 1
together with availability under the revolver will provide
adequate liquidity to complete Phase 2.

Copa Casino of Mississippi, LLC is a 75% owner of, through a
subsidiary company called Gulfside Casino Partnership, the former
Grand Casino Gulfport in Gulfport, Mississippi.  The other 25%
owner of Gulfside is Gulfside Casino, Inc.

Both GCI and Copa have mutual owners. Currently, Copa is in the
process of refurbishing the existing property and re-branding it
as the Gulfport Oasis Casino Resort, which will have 1,020 slot
machines, 14 table games and a 564 room hotel.

Concurrent with the construction of the initial refurbishment, the
company will undergo an expansion of the footprint and create a
casino property with an additional 1,280 slot machines and 36
table games with an expected opening in April 2007.


CSK AUTO: Lenders Extend Filing of Financial Results Until July 2
-----------------------------------------------------------------
CSK Auto Corporation's wholly owned subsidiary, CSK Auto, Inc.,
entered into a temporary waiver for a stated time period with the
lenders under its Second Amended and Restated Credit Agreement
with respect to the stated time period under the Credit Agreement
to deliver the Company's financial statements for its fiscal year
2005 and first quarter of fiscal 2006.

The Company, which previously reported the delay of its filing
with the SEC of its annual report on Form 10-K for the fiscal year
2005, requested the Waiver to provide additional time to complete
its fiscal 2005 financial statements and required assessment of
internal control over financial reporting and its first quarter
fiscal 2006 financial statements in light of the ongoing
investigation by the Audit Committee of the Company's Board of
Directors into certain accounting errors and irregularities as
reported in the Troubled Company Reporter on March 30, 2006.

                       Terms of the Waiver

The Waiver provides for the Company's continued access to
borrowings under its revolving Credit Agreement, as well as a
waiver of any default or event of default under the Credit
Agreement that might arise as a result of any necessary
restatement of prior financial statements provided such
restatements are within the scope of the matters.  The Company
incurred no fees in connection with the Waiver.  The Company has
previously stated that it expects that its financial results for
each of the two fiscal years 2003 and 2004, selected consolidated
financial data for each of the five fiscal years 2001 through 2005
and interim financial information for each of its quarters in
fiscal year 2004 and for the first three quarters of fiscal 2005
will need to be restated in order to account properly for the
matters identified in connection with the investigation.  

In addition to the Credit Agreement, the indentures governing
certain of CSK Auto, Inc.'s other outstanding indebtedness contain
SEC filing obligations with respect to the Company's annual and
quarterly financial information.  The Company has received notices
of default under these indentures.  More specifically, the Company
has received notices of default under the indentures covering
$100 million principal amount of 4-5/8% exchangeable notes and
$125 million principal amount of 3-3/8% exchangeable notes.  The
holders of these exchangeable notes will have the right to
accelerate payment of their notes if the Company does not file its
fiscal 2005 financial statements by July 2, 2006.  The Company
also received a notice from the trustee under the indenture
covering $225 million principal amount of its 7% senior notes
alleging a default under such indenture, but has advised the
trustee that the 7% indenture does not provide for a default due
to a delay in filing financial statements with the SEC or the
trustee.

In view of these developments and the fact that, based on the
present status of the investigation, it now appears unlikely that
the Company will file its financial statements with the SEC prior
to July 2, 2006, the Company is in discussions for alternative
financing arrangements in the event any of its outstanding
indebtedness is accelerated.  Based on discussions to date and in
light of the Company's strong balance sheet and cash flow, the
Company believes that alternative financing will be available, if
necessary.  The Company has obtained a "highly confident" letter
from a major investment banking firm indicating a high degree of
confidence that the Company can secure alternative financing
arrangements, if necessary.  No fees were incurred by the Company
in connection with obtaining this letter.

                  Preliminary Financial Results

Due to the aforementioned investigation, the Company will continue
to defer the release of its financial results for the fourth
quarter and full year fiscal 2005 and expects to defer release of
its financial results for the first quarter of 2006 ended
April 30, 2006.

However, based on preliminary information, the Company currently
expects to report free cash flow of approximately $121 million
for fiscal 2005 relative to the Company's prior projected free
cash flow estimate of approximately $85 million.  Pretax income
for fiscal 2005 is expected to be in the range of $60 million to
$72 million, reflecting our current estimate of the effect the
accounting errors and irregularities noted in the investigation to
date will have on our fiscal 2005 results, none of which will
impact cash flow information described above.

The Company also reports these preliminary net sales results for
the first quarter of fiscal 2006 ended April 30, 2006.  Total
sales for the first quarter of fiscal 2006 were $454.1 million
compared to $397.2 million for the first quarter of fiscal 2005.

As of May 16, 2006, CSK Auto, Inc. had approximately $132 million
of availability under its Credit Agreement with $66 million in
borrowings under the revolving credit facility and $32 million in
letters of credit outstanding under its Credit Agreement.

             Status of Audit Committee Investigation

As reported in the Troubled Company Reporter on March 30, 2006,
the Company's Audit Committee, with the assistance of independent
counsel and a separate accounting firm, is conducting an
investigation of accounting errors and irregularities that must be
completed before the Company's financial statements and reports
can be finalized and issued.  Results of the investigation to
date, which are not yet final, indicate that the probable maximum
overstatements relative to the Company's previously filed October
31, 2005 balance sheet are:

     a) In-transit Inventory - $28 million,
     b) Other Inventory Accounts - $40 million, and
     c) Vendor Allowances - $12 million.

In addition, the Company has identified in the course of its year-
end close process an estimated overstatement of between $3 million
and $7 million of store surplus fixtures and supplies, the
majority of which appears to have accumulated in periods prior to
fiscal 2003.

            Engagement of Evercore Financial Advisors

The Company also engaged Evercore Financial Advisors L.L.C. as an
advisor to assist the Company in its dealings with its debt
holders and related matters.

                         About CSK Auto

Headquartered in Phoenix, Arizona, CSK Auto Corporation --
http://www.cskauto.com/-- is the parent company of CSK Auto,
Inc., a specialty retailer in the automotive aftermarket.  As of
Jan. 29, 2006, the Company operated 1,273 stores in 22 states
under the brand names Checker Auto Parts, Schuck's Auto Supply,
Kragen Auto Parts and Murray's Discount Auto Parts.

                         *     *     *

As reported in Troubled Company Reporter on April 18, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Phoenix, Arizona-based CSK
Auto Inc. to 'CCC+' from 'B+'.  The subordinate debt rating was
lowered to 'CCC-' from 'B-'.  The ratings are now on CreditWatch
with developing implications.  Prior to the downgrade, the ratings
had been on CreditWatch with negative implications since March 27,
2006.

The downgrade and CreditWatch listing follow the company's
announcement it was delaying the filing of its annual report on
Form 10-K for the fiscal year ended Jan. 29, 2006, and that this
could lead holders of its outstanding notes to file notices of
default.


CUMULUS MEDIA: Moody's Rates $850M Sr. Sec. Facilities at Ba3
-------------------------------------------------------------
Moody's Investors Service downgraded Cumulus Media, Inc.'s
corporate family rating to a Ba3 from a Ba2.  Additionally,
Moody's assigned Ba3 ratings to the company's $850 million in
amended senior secured credit facilities.

Proceeds from the transaction will be used to complete Cumulus'
recently announced share repurchase and refinance the company's
existing senior secured credit facilities.  This concludes the
review for downgrade that Moody's initiated on May 12, 2006.

The one notch downgrade of the corporate family rating reflects
the high leverage and increasing financial risk of the company
as Cumulus finances the recently announced repurchase of up to
$200 million of common stock with additional debt.

The one notch downgrade also reflects that while leverage will
increase to about 7.8 times from 6.0 times for the TTM period
ending March 31, 2006, as measured as Adjusted Debt to Adjusted
EBITDA per Moody's Standard Adjustments, the Ba3 rating and stable
outlook are supported by Cumulus' strong free cash generation, and
our expectation that the company will apply excess free cash flow
to quickly reduce the leverage taken on to finance the share
repurchase.

The ratings continue to reflect Cumulus' dominant market presence,
mid-market focus, high proportion of stable local advertising
revenues, and enhanced strategic position through its management
of the Susquehanna radio assets.  The ratings remain constrained
by Cumulus' continued distribution of cash to shareholders and
willingness to increase leverage to complete these share
repurchases, as well as, our increasing concerns on the long term
growth prospects of terrestrial radio.

Moody's assigned the following ratings:

   i) Ba3 to the $50 million senior secured revolving credit
      facility due 2012

  ii) Ba3 to the $800 million senior secured term loan due 2013

Moody's lowered the following rating:

   i) Corporate Family Rating to Ba3 from Ba2

The outlook is stable.

Additionally, Moody's withdrew the Ba2 ratings on Cumulus'
existing senior secured credit facilities.

Cumulus Media, Inc., operating 345 radio stations in 67 markets,
is the second largest radio broadcaster in the U.S. based on
station count.


CURATIVE HEALTH: Judge Bernstein Confirms Prepackaged Ch. 11 Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
confirmed, on May 23, 2006, Curative Health Services, Inc.'s
prepackaged plan of reorganization that will eliminate the
Company's $185 million debt obligation under its 10.75% senior
notes due 2011.

Exit financing commitments in the amount of a $30 million term
loan and $40 million revolving credit facility have been received
from a secured lender to provide the Company with strong liquidity
following its emergence from Chapter 11.  The Company expects to
emerge from Chapter 11 within a matter of weeks after completing
the steps set forth in the plan of reorganization.

"We are pleased to be making a quick exit from the Chapter 11
proceedings," Paul F. McConnell, President and Chief Executive
Officer of Curative, said.  "Our operations have continued to run
smoothly during this process, and our customers and suppliers have
been very supportive of our efforts to eliminate the Company's
long-term debt.  We look forward to completing the process
shortly, after which I believe the Company will be poised for even
greater success and growth."

Key terms of the Plan are:

     -- Administrative Expense Claims and Priority Tax Claims will
        be unimpaired;

     -- Secured Bank Claims will be paid in full from the proceeds
        of the DIP Financing;

     -- Curative Other Secured Claims, Apex Other Secured Claims
        and eBioCare Other Secured Claims are unimpaired and will
        be reinstated;

     -- Curative Other Priority Claims, Apex Other Priority Claims
        and eBioCare Other Priority Claims will be unimpaired;

     -- Senior Note Claims will allowed in an amount of not less
        than $201,407,000.  Each holder of a Senior Note Claim
        will receive a cash payment of approximately 54.9% of its
        Senior Note Claim.  A holder of a Senior Note Claim, who
        is an accredited investor or qualified institutional
        buyer, can elect to receive its Pro Rata Share of New CURE
        Stock and Cash Consideration, the value of which will not
        exceed approximately 54.9% of their Senior Note Claim;

     -- each holder of a Curative General Unsecured Claim, Apex
        General Unsecured Claim and eBioCare General Unsecured
        Claim will receive a promissory note on the later of 30
        days after general unsecured claim is allowed, the
        Effective Date, or, if specifically designated by a
        Holder, a Discounted Cash Payment.  The Discounted Cash
        Payment means a Cash payment equal to 50% of the face
        amount of each respective eBioCare Unsecured Note.

     -- Intercompany Claims will be extinguished or cancelled by
        setoff, contribution or other method determined by the
        Debtors;

     -- Equity Interests will be cancelled;

     -- 100% of the New CURE Stock will be held by Electing Senior
        Noteholders and certain Rights Holders; and

     -- Executory contracts and unexpired leases will be assumed.

A copy of the Debtor's Modified Prepackaged Joint Plan of
Reorganization is available for free at:

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

Headquartered in Nashua, New Hampshire, Curative Health Services,
Inc. -- http://www.curative.com/-- provides Specialty Infusion  
and Wound Care Management services.  The company and 14 of its
affiliates filed for chapter 11 protection on Mar. 27, 2006
(Bankr. S.D.N.Y. Case No. 06-10552).  Brian E. Greer, Esq.,
and Martin N. Flics, Esq., at Linklaters, represent the Debtors in
their restructuring efforts.  No Committee of Unsecured Creditors
has been appointed in the Debtors' chapter 11 cases.  The Debtors
financial condition as of Sept. 30, 2005 showed $155,000,000 in
total assets and $255,592,000 in total debts.


CYBER DEFENSE: Working Capital Deficits Spur Going Concern Doubt
----------------------------------------------------------------
Hansen, Barnett & Maxwell, in Salt Lake City, Utah, expressed
substantial doubt about Cyber Defense Systems, Inc.'s ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditing firm pointed to the Company's working capital
deficits and losses from operations.

The Company reported a $15,579,024 net loss on $461,244 of
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $16,276,638
in total assets and $18,050,596 in total liabilities, resulting in
a $1,773,958 in stockholders' deficit.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $733,878 in total current assets available to pay $17,177,913
in total current liabilities coming due within the next 12 months.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?998

Headquartered in St. Petersburg, Florida, Cyber Defense Systems,
Inc. (OTCBB:CYDF) -- http://www.cyberdefensesystems.com/-- offers  
security solutions for the military, government, and the private
sector.  Cyber Defense manufactures new generation airships for
surveillance and communication.


DANA CORP: American Axle Wants Stay Lifted on Patent Litigation
---------------------------------------------------------------
American Axle & Manufacturing, Inc., asks the U.S. Bankruptcy
Court for the Southern District of New York to lift the automatic
stay to allow it to:

   -- continue asserting counterclaims in a patent infringement
      lawsuit that Dana Corporation is pursuing against American
      Axle in the U.S. District Court for the Eastern District of
      Michigan; and

   -- request for a reexamination of patents issued by the United
      States Patent and Trademark Office.

Fredric Sosnick, Esq., at Shearman & Sterling LLP, in New York,
explains that neither action could give rise to a monetary claim
against Dana or any of the other Debtors.

In mid-1997, the PTO issued two patents to Dana:

     Patent No.    Title
     ----------    -----
     5,637,042     Drive Line Assembly With Reducing Tube Yoke

     5,643,093     Aluminum Driveshaft Having Reduced Diameter
                   End Portion

Since the start of the Patent Litigation on October 16, 1998, the
District Court twice has entered summary judgment in favor of
American Axle:

   -- the first time on the basis that the Patents are invalid;
      and

   -- the second, on a finding of non-infringement.

Both of the summary judgment orders subsequently were vacated and
remanded on appeal.

On January 10, 2006, following the second remand, and less than
two months before the Petition Date, the District Court entered an
order scheduling the trial for July 11, 2006.  As of April 6,
2006, fact discovery in connection with the Patent Litigation is
closed and supplemental expert discovery is underway.

Mr. Sosnick relates that Dana recently indicated in a letter to
the District Court that despite the commencement of the Debtors'
Chapter 11 cases, it wishes to proceed to trial on the Patent
Litigation and, therefore, would support a lifting of the
automatic stay to allow American Axle to continue asserting the
Counterclaims.

He adds that Dana has proceeded with discovery in connection with
the Patent Litigation.  On March 22, 2006, Dana sought to expand
the scope of the lawsuit by serving a supplemental interrogatory
response, which asserted, for the first time, that another one of
American Axle's product lines infringes the Patents.  

Despite its decision to resume the prosecution of the Patent
Litigation and also to expand the scope of its allegations, Dana
has declined to support the lifting of the stay to allow American
Axle to submit the Reexamination Request to the PTO, Mr. Sosnick
relates.

Mr. Sosnick explains that certain of the Counterclaims seek
declaratory relief that the Patents were not validly issued by the
PTO.  Therefore, if American Axle were to prevail on those
Counterclaims, there would be no patent rights for Dana to assert
against American Axle in the Patent Litigation.

A reexamination of the Patents would lead to the same result if
the PTO were to declare that the Patents had been issued
improperly, Mr. Sosnick clarifies.  In that sense, the
Reexamination Request seeks, through the administrative channel,
the same ultimate relief as the invalidity Counterclaims seek.

Allowing American Axle to retain the flexibility to challenge the
validity of the Patents before the PTO would help ensure that
there is a complete resolution of the disputes raised in the
Patent Litigation, Mr. Sosnick maintains.

American Axle asserts that, if Dana chooses to proceed with the
prosecution of the Patent Litigation including the newly asserted
infringement allegations, it should not be permitted to hide
behind the automatic stay as a means to prevent American Axle from
fully defending itself.

                        Debtors Respond

The Debtors do not object to lifting the stay for the limited
purposes of allowing American Axle to assert counterclaims in the
Patent Litigation.

On the other hand, the Debtors do not consent to lifting the stay
to allow American Axle's request for a reexamination of the
Patents by the PTO.

Corinne Ball, Esq., at Jones Day, in Cleveland, Ohio, asserts that
the Reexamination Request, at its essence, is a needless
duplication of the Counterclaims.  

Ms. Ball notes that American Axle can achieve the same result from
the District Court as it can from the PTO and, thus, can obtain
complete relief through the Patent Litigation alone.  

Moreover, exclusively pursuing the Patent Litigation -- which is
scheduled for trial in early July -- is without doubt the quicker
and more direct avenue to resolution, Ms. Ball asserts.

She adds that American Axle has failed to justify its alleged need
to make the Reexamination Request now, when trial is at hand and
Dana is in bankruptcy, despite having been free to make the
Reexamination Request at any other time throughout the preceding
eight years of the Patent Litigation.

"From the Debtors' perspective, it appears clear that the
Reexamination Request is little more than a last-minute attempt to
initiate a new proceeding against the Debtors, which would
undermine or delay the Debtors' ability to pursue its
Infringement Claims in the Patent Litigation," Ms. Ball contends.

                      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).


DANA CORP: Committee Wants to Examine Prepetition Lenders' Liens
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Dana Corporation
and its debtor-affiliates asks the U.S. Bankruptcy Court for the
Southern District of New York's permission, pursuant to Rules 2004
and 9016 of the Federal Rules of Bankruptcy Procedure, to conduct
examinations of and obtain documents from:

   1.  the lenders under the Debtors' $400,000,000 revolving
       credit facility, effective as of March 5, 2005;

   2.  the agents under an amended and restated receivables
       purchase agreement dated April 15, 2005.

According to Robert D. Raicht, Esq., at Halperin, Battaglia,
Raicht, LLP, in New York, the Committee needs information to
comply with a June 19, 2006 deadline by which to commence
adversary proceedings contesting the validity of the Prepetition
Lenders' and Receivables Facility Agents' liens in the Debtors'
assets.

Prior to their bankruptcy filing, the Debtors financed their
operations, in part, through the five-year revolving credit
facility between Dana Corporation and:

   * Citicorp USA, Inc., as administrative agent;
   * Deutsche Bank Securities, Inc., as co-syndication agent;
   * Bank of America, N.A., as co-syndication agent;
   * JP Morgan Chase Bank, N.A., as documentation agent;
   * SunTrust Bank, as documentation agent; and
   * Citigroup Global Markets, Inc., lead arranger and book
     manager.

The Debtors entered into a Security Agreement dated November 18,
2005, by which they granted the Prepetition Lenders a security
interest in their equipment, inventory, accounts and certain other
assets.

The Debtors sold certain of their receivables to Dana Asset
Funding LLC, a non-debtor affiliate, under an Amended and Restated
Purchase and Contribution Agreement dated April 15, 2005.  DAF
then sold the Receivables Portfolio under the Receivables Purchase
Agreement among:

   * Dana Corp., as collection agent;

   * Variable Funding Capital Company, LLC, as conduit purchaser;

   * JPMorgan, as committed purchaser and agent of Falcon Asset
     Securitization Corp. and program agent; and

   * Wachovia Bank National Association, as committed purchaser
     and agent of Variable Funding Capital.

Pursuant to an Intercreditor Agreement dated November 18, 2005,
JPMorgan and Wachovia Bank permitted the pledge of the DAF stock
to Citicorp.  In exchange, Citicorp agreed that its lien on the
Receivables Portfolio would not attach until the Receivables
Facility terminated and all outstanding amounts owed to the
receivable purchasers were repaid.

Mr. Raicht relates that as of the Petition Date, the Debtors owed
over $700,000,000 to the Prepetition Lenders and the Receivables
Facility Agents.  The Court authorized the Debtors to satisfy
their obligations under the prepetition financing facilities
pursuant to the terms of the DIP financing facility, subject to
disgorgement in accordance with the Final DIP Order.

Among the Committee's mandates is to confirm:

   1. the validity, enforceability, priority or extent of the
      liens asserted by the Prepetition Lenders and the
      Receivables Facility Agents;

   2. the Debtors' assertion that those obligations were fully
      secured as of the Petition Date; and

   3. the status of avoidance actions or other claims,
      counterclaims or causes of actions.

Mr. Raicht tells Judge Lifland that the Committee needs to
understand, among other things, the circumstances surrounding the
Debtors' decision to grant liens and security interests to the
Prepetition Lenders.  Those circumstances require thorough and
unfettered review by the creditors' statutory representative of
the Prepetition Lenders, their employees and agents, and the
documents in their custody, in order to analyze the totality of
the circumstances behind the granting of those liens and the
timing of the Chapter 11 cases.

The documents the Committee seeks to examine include:

   * all correspondence between the Prepetition Lenders and the
     Debtors;

   * all internal notes, communications, memoranda, reports,
     writings and work papers of the Prepetition Lenders that
     refer to their relationship with the Debtors;

   * the administration of the transactions between the
     Prepetition Lenders and the Debtors; and

   * any direct or indirect acts or omissions by the Prepetition
     Lenders.

Mr. Raicht asserts that the examination of the Prepetition Lenders
and the Receivables Facility Agents falls squarely within the
parameters of Bankruptcy Rule 2004.  The Committee has carefully
tailored its request to minimize the Prepetition Lenders' and the
Receivables Agents' burden in complying.

                      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.


DELPHI CORP: Trade Claimants Comment on Proposed CBA Rejection
--------------------------------------------------------------
The Ad Hoc Committee of Trade Claimants and International Truck
and Engine Corporation airs their side on Delphi Corporation and
its debtor-affiliates' recent move to reject their collective
bargaining agreements with unions.

(1) Ad Hoc Trade Committee

The Ad Hoc Committee of Trade Claimants consists of a number of
holders of trade claims, and was recently formed to protect the
rights of trade claimants throughout the Debtors' Chapter 11
cases.

The Ad Hoc Trade Committee points out that the objections filed
by Wilmington Trust Company and Appaloosa Management, LP, et al.,
urge the Court to prematurely quantify claims by requiring the
Debtors to estimate with some degree of precision the
distribution to be recovered by their creditors.

Wilmington Trust and Appaloosa's objections further urge the
Debtors to explain whether these other creditors and claimants
will experience a reduction of their recovery under a plan of
reorganization if the contracts are rejected.

The Ad Hoc Trade Committee notes that what the Objections seek is
essentially beyond that which is sought in the Debtors' request
to reject their collective bargaining agreements.  

Furthermore, the Ad Hoc Trade Committee contends that the
Objections want to impose a more rigid standard of rejection than
that required under Sections 1113 and 1114 of the Bankruptcy Code
for determining whether the proposed modifications assure that
all affected parties are treated fairly and equitably.

In this regard, the Ad Hoc Trade Committee asks the Court to
overrule the Objections.

However, to the extent the Court accepts Wilmington Trust and
Appaloosa's arguments, and determines to include within the scope
of the Debtors' request a consideration of the impact that a
rejection of the CBAs would have on the Debtors and the
recoveries to their creditors, the Ad Hoc Trade Committee asserts
that it should be allowed to participate in any hearing on those
additional issues.

(2) International Truck

International Truck and Engine Corporation is the principal
operating subsidiary of Navistar International Corporation, which
manufactures and sells trucks, buses and diesel engines.  ITEC is
a party to numerous contracts with the Debtors and purchases
$46,000,000 worth of parts from them each year.

The parts are purchased for just-in-time production schedules and
are an integral part of ITEC's business -- like many other OEMs.
Therefore, ITEC asserts that any shutdown of the Debtors'
operations resulting in their inability to supply parts to ITEC
would cause great hardship to ITEC, its employees and its
customers.  Cessation of deliveries would also constitute a
breach of contract, exposing the Debtors to substantial
liability.  A shutdown would also cause great hardship to other
OEMs, further increasing the impact of the Debtors' actions and
the Debtors' exposure to breach of contract claims, ITEC notes.

ITEC is confident that the Court is aware of the negative and far
reaching effect work stoppages and strikes would have on ITEC,
other OEMs, other customers, consumers, and the U.S. and global
economies as a whole.  

ITEC asks Judge Drain to include its concerns in the record as
well as consider its concerns as part of the Court's decision
process.

              Keep on Negotiating, Judge Drain Says

"I would strongly urge you all to continue talking," Judge Drain
told the Debtors and unions in Court during the third day of
hearing on the Debtors' request to reject their collective
bargaining agreements, Bloomberg News reports.

"I don't think you want to look in the eye all those people that
are affected by this and tell them that you failed," Judge Drain
said.

The Section 1113-1114 proceedings began May 9, 2006, with opening
statements by Delphi, the UAW, other objecting unions -- IUE-CWA,
USW, IAM, IBEW and IUOE -- the Official Committee of Unsecured
Creditors and others.  Delphi then presented its case.

Witnesses in support of the company's case include Delphi's
financial advisors, benefits consultants and members of its human
resources staff.

The remainder of the May 9 hearing and subsequent hearings held
the following day and on May 12, continued testimony from
Delphi's witnesses and cross-examination by the unions.

Once Delphi has completed the presentation of its witnesses, the
UAW and the other unions will present their case and witnesses in
support of their request that the Court deny Delphi's request.

The Section 1113-1114 proceedings will resume on May 24.  The
Court has set aside May 26 as trial date.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of    
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.  (Delphi Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELPHI CORP: Recruits Booz Allen for Design Phase of SG&A Program
-----------------------------------------------------------------
Delphi Corporation and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's approval
to enter into an agreement with Booz Allen for the design phase of
the Debtors' Selling, General and Administrative expensed program.

As part of its organizational restructuring, Delphi Corporation
expects to reduce its global salaried workforce by 8,500
employees.  The reduction will be a result of initiatives adopted
following an analysis of selling, general, and administration
cost-saving opportunities.  Delphi believes that it should realize
savings of $450,000,000 per year once its SG&A program is fully
implemented.

Before filing for Bankruptcy, Delphi engaged Booz Allen to assist
in evaluating potential SG&A savings.  Delphi and Booz Allen
contemplated that the SG&A program would be executed in a phased
approach.

During phase one of the program, which has been completed, Booz
Allen and Delphi:

   * evaluated, quantified, and agreed to overall SG&A savings of
     $450,000,000 with additional potential savings of
     $90,000,000 the exit from certain businesses;

   * evaluated, quantified, and targeted savings by function;

   * identified the primary axis of the company's organization
     and simplified its structure to achieve transparency and
     accountability for each business;

   * created working teams to achieve change throughout the
     business; and

   * structured an overall program of changes, which would
     achieve most of the projected savings by the end of 2007.

The second phase of the SG&A restructuring program will build on
what Booz Allen and Delphi developed during phase one. During the
second phase of the program, Booz Allen will develop and design a
plan to realize the targeted SG&A savings.  Realizing the savings
and transforming Delphi's SG&A will involve these main
activities:

   * The creation of a finance, human resources, and sales
     back-office shared service organization;

   * The streamlining of divisional/product business units' SG&A
     in finance, human resources, and customer interaction
     processes;

   * The streamlining of the corporate core of the organization;

   * The transformation of information technologies, including
     the creation of information technologies shared services and
     exploration of other opportunities to reduce costs;

   * The implementation of new product organization; and

   * The streamlining of the global supply management
     organization.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, relates that the Debtors' SG&A
transformation is believed to be one of the largest
transformations undertaken in the global automotive supply
industry.  The transformation program will likely run through
2007 and into 2008 before all phases are complete.  At the
conclusion of phase two in September 2006, the Debtors anticipate
that the implementation phase will commence immediately.  
Currently, the Debtors estimate that the implementation phase of
the SG&A restructuring program will last at least through the
first quarter of 2007.  Subsequent phases may follow.

Booz Allen and Delphi began work on the second phase of the
program on April 3, 2006, and anticipate completion by September
2006, before the start of the 2007 fiscal year planning and
budgeting process.  With Booz Allen's assistance, the Debtors
should have $340,000,000 of SG&A savings factored into their line
budgets for the 2007 fiscal year.  Implementing these cost saving
measures will begin in 2006, with the objective of achieving
significant savings in the first quarter of 2007.

Booz Allen and the Debtors estimate that the second phase of the
SG&A transformation program will cost $13,000,000 in fees.  In
addition, Delphi will pay Booz Allen's expenses, currently
estimated to be 18% of the fees.

Booz Allen has agreed to provide to the Debtors a discount
beginning with the second phase.  Fees of more than $10,000,000
up to $20,000,000 will be discounted by 3% and fees greater than
$20,000,000 will be discounted by 5%.

Booz Allen has also agreed that as much as $1,000,000 of its fees
will not be payable by Delphi if specified, pre-determined
targets are not met.  Conversely, Booz Allen will receive up to
$1,000,000 in additional fees if agreed-upon progress toward the
detailed targeted savings is exceeded.

The "at risk" fees will be withheld by Delphi in five equal
amounts of $200,000 from the fees otherwise due to Booz Allen
under the Booz Allen Agreement.  The Debtors and Booz Allen will
meet in December 2006, and jointly review Delphi's budgets and
the SG&A savings reflected, and will determine whether or not
Booz Allen is entitled to receive either or both of the withheld
fees and the additional fees.

                       Implementation Phase

Delphi may enter into an agreement with Booz Allen for the third
phase of the SG&A program.  Although the terms of this agreement
have not been fully negotiated, the Debtors want to enter into
this agreement without further Court approval after giving notice
to parties-in-interest.

This third phase of the program will focus on implementing the
changes designed in phase two of the program and achieving the
remaining $110,000,000 of targeted savings identified during
phase two.

Based on the parties' current concept of the more limited role
that Booz Allen will perform in the implementation phase, the
parties estimate that Booz Allen's fees for the portion of the
implementation phase, which should be completed through March
2007, will be $10,000,000.  All fees incurred by Booz Allen in
the implementation phase will be subject to the fee discount.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of    
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.  (Delphi Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELPHI CORP: Inks License Pact with Denso Corporation
-----------------------------------------------------
Delphi Corporation and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Southern District of New York to
enter into a license agreement with Denso Corporation, which
settles a patent infringement lawsuit between Denso and Delphi
Corporation and Delphi Automotive Systems LLC.

In March 2002, Denso, a Japanese corporation, alleged that Delphi  
was infringing several of Denso's patents relating to gasoline  
management system based on Delphi's manufacture and sale of  
certain gasoline engine control units.  Delphi and Denso have  
conducted negotiations over the past four years to resolve the  
dispute.  However, on July 11, 2005, Denso filed a patent  
infringement complaint against Delphi and DAS LLC in the United  
States District Court for the District of Delaware.

Delphi and Denso continued to engage in negotiations and during  
the past several months, have negotiated the terms of a License  
Agreement to resolve the dispute.

Under the License Agreement, Delphi obtains a license under 21  
Denso Gasoline EMS U.S. patents as well as an option to designate  
two additional existing Denso Gasoline EMS patents for inclusion  
under the License Agreement, for Delphi's use in its future  
pursuit of business.  Denso obtains a license for up to seven  
existing Delphi Gasoline EMS patents.  In addition, Delphi will  
pay Denso a settlement amount, the specific amount of which was  
not publicly disclosed.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &  
Flom LLP, in Chicago, Illinois, points out that due to the  
substantial cost of patent litigation, if Denso were to pursue  
the Denso Action, Delphi's litigation costs could approach the  
Settlement Amount.

Both Delphi and Denso have agreed to a five-year moratorium on  
any future charges of infringement of existing Gasoline EMS  
patents that are not the subject of the settlement.

Delphi believes it would be prudent to make the Settlement  
payment and to end the long-standing dispute with Denso, which if  
allowed to continue, could further impede the Debtors'  
reorganization efforts.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of    
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.  (Delphi Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DYNEGY HOLDING: Moody's Affirms $2.9 Bil. Sr. Notes Rating at B2
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Dynegy Holdings
Inc.'s proposed $150 million senior secured term loan facility.  
In addition, Moody's affirmed the ratings on the $3.6 billon of
outstanding recourse debt of DHI, including its $470 million
revolving and $200 million synthetic letter of credit facilities,
which are currently undrawn.  The rating outlook is stable.

The term loan will be secured pari passu with DHI's existing
credit facilities under its Fourth Amended and Restated Credit
Agreement.  The facilities are secured by a first priority lien on
substantially all of the company's assets, including the stock in
its subsidiaries.  The facility also benefits from a guarantee
from parent company, Dynegy Inc. and from the majority of its
subsidiaries.

Upon receipt of the term loan proceeds, DHI will dividend
$50 million to DYN, which will use these funds together with cash
on hand and the proceeds of a planned equity issuance expected to
total approximately $150 million to redeem its $400 million of
Series C preferred stock.

The equity issuance and term loan are scheduled to close
simultaneously and each is conditional upon the other.  Dynegy
plans to sell its 830 MW Rockingham peaking facility to Duke Power
for $195 million and to use a portion of the proceeds to repay the
term loan, which will mature five days after the sale closes.  
While DYN's consolidated unrestricted cash will drop by
approximately $60 million as a result of these transactions, cash
at DHI, which is subject to dividend restrictions, will increase
by $145 million.

Moody's does not believe the sale of the Rockingham facility will
have a significant negative impact on cash flows over the next two
to three years.

Dynegy Holdings' B1 corporate family rating is similar to the
ratings assigned to other independent power producers Mirant and
Reliant.  In addition to the company's power generation business
concentration risk, the rating is constrained both by leverage
that remains high relative to earnings and a commodity-cyclical
business strategy of not hedging, leaving Dynegy exposed to a drop
in gas prices.

While Dynegy's pro forma financial metrics (based on its 2005
operating performance) are low for a B1 rated company with
Dynegy's fundamental risk profile, the CFR is supported by the
company's diversified electrical generation asset base, which
should benefit from an expected recovery in the power market, and
the flexibility offered by the company's debt structure that has
no near-term maturities.

Moody's notes that Dynegy reported a material weakness in its
10-Q for the first quarter of 2006 relating to risk management
assets and liabilities in addition to one relating to income taxes
in both its 2005 and 2004 10-Ks.  While Moody's believes that such
material weaknesses generally relate to isolated problems, the
fact that these control issues were not remediated is considered a
credit negative.  Moody's will continue to monitor Dynegy's
progress in remediating these material weaknesses.

The rating and stable outlook reflect Moody's expectation of DHI's
continued operating performance improvement as the power markets
recover.  DHI's ratings could improve through a combination of
improving operational performance, consistent positive free cash
flow, and cash flow coverage above 10%.

The ratings could experience negative pressure as a result of
further deterioration in operating or financial performance
relative to plan, a leveraging acquisition, or further reduction
in liquidity.

Moody's notes that with its business concentrated in a market
characterized by unpredictable fluctuations in commodity prices,
DHI's ratings could be subject to increased ratings volatility.

Following an extensive restructuring of its business, Dynegy is
now focused on merchant generation.  Headquartered in Houston,
Texas, the company's 12,769 MW portfolio of assets is diversified
by geographic region as well as dispatch type and fuel source.

Ratings affirmed include:

Dynegy Holdings Inc.

   * Corporate Family Rating, B1
   * Senior Secured Revolving Credit Facility, rated Ba3,
     $475 million
   * Senior Secured Synthetic Letter of Credit Facility,
     rated Ba3, $200 million
   * Second Priority Senior Secured Notes, rated B1, $86 million
     outstanding
   * Senior Notes, rated B2, $2.9 billon outstanding
   * Shelf (Senior Unsecured/Subordinated/Preferred),
     rated (P)B2/(P)B3/(P)Caa1 respectively

Dynegy Inc. --

   * Shelf (Senior Unsecured/Subordinated/Preferred),
     rated (P)Caa1/(P)Caa2/(P)Caa3

Dynegy Roseton, L.L.C. and Dynegy Danskammer, L.L.C.

   * Pass-Through Certificates, rated B2, $800 million
     outstanding

Dynegy Capital Trust II
   
   * Shelf rated (P)B3

Dynegy Capital Trust III
   
   * Shelf rated (P)Caa1

NGC Corporation Capital Trust I

   * Trust Securities, rated B3, $200 million outstanding


EURO-PRO: Involuntary Chapter 11 Case Summary
---------------------------------------------

Alleged Debtors                      Case No.
--------------                       --------
Euro-Pro Holdings LLC                06-40842
1210 Washington Street
Newton, Massachusetts 02465

Euro-Pro Operating LLC               06-40841
1210 Washington Street
Newton, Massachusetts 02465

Euro-Pro Management Company          06-40843
1210 Washington Street
Newton, Massachusetts 02465

Involuntary Petition Date: May 23, 2006

Chapter: 11

Court: District of Massachusetts (Worcester)

Petitioners' Counsel: Douglas R. Gooding, Esq.
                      Choate, Hall & Stewart, LLP
                      Two International Place
                      Boston, Massachusetts 02110
                      Tel: (617) 248-5000
         
   Petitioners                 Nature of Claim     Claim Amount
   -----------                 ---------------     ------------
Massachusetts Mutual Life      Subordinated Notes   $14,500,000
Insurance Company                                   plus unpaid
1500 Main Street, Suite 2800                        interest
Springfield, MA 01115

Unionbancal Equities, Inc.     Subordinated Notes    $9,000,000
400 California Street                               plus unpaid
8th Floor                                           interest
San Francisco, CA 94104

John Hancock Life              Subordinated Notes    $5,750,000
Insurance Company                                   plus unpaid
197 Clarendon Street, C-2                           interest
Boston, MA 02116

Phoenix Life                   Subordinated Notes    $5,000,000
Insurance Company                                   plus unpaid
56 Prospect Street                                  interest
Hartford, CT 06115

Hancock Mezzanine              Subordinated Notes    $2,500,000
Partners II L.P.                                    plus unpaid
197 Clarendon Street, C-2                           interest
Boston, MA 02116

John Hancock Variable Life     Subordinated Notes    $1,500,000
Insurance Company                                   plus unpaid
197 Clarendon Street, C-2                           interest
Boston, MA 02116

Manulife Insurance Company     Subordinated Notes    $250,000
Fka Investors Partner Life                          plus unpaid
Insurance Company                                   interest
197 Clarendon Street, C-2
Boston, MA 02116


EUROFRESH INC: S&P Places B Corporate Credit Rating on Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
and other ratings on Willcox, Arizona-based EuroFresh Inc. on
CreditWatch with negative implications, meaning that the ratings
could be lowered or affirmed following the completion of the
rating agency's review.

EuroFresh is a year-round producer and marketer of fresh
greenhouse-grown tomatoes in the U.S.  Total debt outstanding at
the company was about $251 million as of March 31, 2006.
      
"The CreditWatch placement follows materially weaker-than-expected
financial performance in the first fiscal quarter," explained
Standard & Poor's credit analyst Alison Sullivan.  "The first
quarter typically represents a substantial portion of cash flow
for the company, as tomato prices improve in the winter months due
to the lower supply of field-grown tomatoes."
     
Performance was affected by increased energy costs, resulting in:

   * higher natural gas expenses to heat the greenhouses;
   * higher costs for transportation and packaging materials; and
   * production issues.

Consequently, lease-adjusted total debt to EBITDA was higher than
expected, at about 6.7x for the 12 months ended March 31, 2006 (or
8.2x when preferred stock is treated as 100% debt-like).  Standard
& Poor's believes that EuroFresh will be challenged to meet prior
expectations of leverage (including preferred stock) close to 6x
in fiscal 2006.
     
Standard & Poor's will review EuroFresh's operating and financial
plans with management before resolving the CreditWatch listing.


EXCO RESOURCES: Earns $92.2 Million in First Quarter 2006
---------------------------------------------------------
EXCO Resources, Inc., reported its financial and operating results
for the quarter ended March 31, 2006.  For the quarter, EXCO
reported income from continuing operations and net income of $37.2
million on oil and natural gas revenues before commodity price
risk management activities of $70.3 million, and net cash provided
by operating activities of $62.9 million.

For the quarter ended March 31, 2005, EXCO had a loss from
continuing operations of $28.7 million (which excludes Addison
Energy Inc.) and net income of $92.2 million on oil and natural
gas revenues before commodity price risk management activities
of $38.9 million, and net cash used in operating activities of
$115.0 million.  In February 2005, EXCO sold its Canadian
subsidiary, Addison Energy Inc., for $443.4 million and recognized
income from discontinued operations of $120.9 million as a result.  
Also, the results for 2005 and the first 44 days of 2006 do not
include the acquisition of producing oil and natural gas
properties from ONEOK Energy completed by TXOK Acquisition, Inc.,
an affiliate of EXCO, on Sept. 27, 2005, and subsequently acquired
by EXCO on Feb. 14, 2006.

The first quarter 2006 results include $43.6 million of non-cash
pre-tax mark to market income resulting from changes in the fair
value of our derivative financial instruments.  The first quarter
2005 results were impacted by a hedge termination charge of
$52.6 million and $1.1 million of non-cash pre-tax mark to market
expense resulting from changes in the fair value of our derivative
financial instruments.

Production for the quarter ended March 31, 2006, was approximately
148 Mbbls of oil and 7.2 Bcf of natural gas, or 8.1 Bcfe, as
compared to production for the quarter ended 2005 of approximately
126 Mbbls of oil and 5.2 Bcf of natural gas, or 5.9 Bcfe.

The average oil price per Bbl, before cash settlements of
derivative financial instruments, received during the quarter
ended March 31, 2006, was $60.76 versus $47.09 for the quarter
ended March 31, 2005, a $13.67 per Bbl or 29% increase.  The
average natural gas price per Mcf, before cash settlements of
derivative financial instruments, received during the current
quarter was $8.51 versus $6.40 for the prior quarter, a $2.11 per
Mcf or 33% increase.

On Oct. 3, 2005, EXCO Holdings Inc., or EXCO Holdings, the
company's former parent company was acquired by and merged with
EXCO Holdings II, Inc., with EXCO Holdings remaining as the
survivor.  On Feb. 14, 2006, in conjunction with our initial
public offering, EXCO Holdings merged with EXCO Holdings II, Inc.,
with EXCO Holdings remaining as the survivor.  On Feb. 14, 2006,
in conjunction with our initial public offering, EXCO Holdings
merged with and into EXCO Resources, Inc.  In the IPO, the company
sold 53,615,200 shares of our common stock for aggregate net
proceeds to EXCO Resources of $662.1 million after underwriters'
discount.

The net proceeds from the IPO, together with cash on hand and
additional borrowings under EXCO's credit agreement, were used to
repay debt issued in connection with the Equity Buyout and debt
and preferred stock issued by TXOK Acquisition to purchase oil and
natural gas properties from ONEOK Energy.  The redemption of the
preferred stock resulted in TXOK Acquisition becoming a wholly
owned subsidiary of EXCO.

The acquisition of TXOK Acquisition by EXCO Resources on
Feb. 14, 2006, for $642.9 million ($633.0 million after
contractual adjustments) added approximately 223.7 Bcfe of
estimated proved reserves to EXCO as of Dec. 31, 2005.  Daily net
production in March 2006, attributable to these properties, was
approximately 47.1 Mmcfe per day, a substantial addition to EXCO's
historical production.  The estimated PV-10 of the oil and natural
gas properties acquired was $908.6 million at Dec. 31, 2005, and
the Standardized Measure at that date was $690.8 million.

EXCO sold 2 properties during the first quarter of 2006 for
proceeds of $500,000.

Headquartered in Dallas, Texas, EXCO Resources, Inc. (NYSE: XCO) -
- http://www.excoresources.com/-- is a public oil and natural gas  
acquisition, exploitation, development and production company with
principal operations in Texas, Colorado, Ohio, Oklahoma,
Pennsylvania, and West Virginia.

                            *   *   *

As reported in the Troubled Company Reporter on April 25, 2006,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on EXCO Resources and revised the company's outlook
to stable from developing.  In addition, Standard & Poor's lowered
its ratings on EXCO's senior unsecured notes to 'B-' from 'B'.


EXCO RESOURCES: Moody's Lowers Corp. Family Rating to B2
--------------------------------------------------------
Moody's Investors Service downgraded EXCO Resources, Inc.'s
ratings, moving its Corporate Family Rating from B1 to B2 and its
senior unsecured note rating from B2 to B3.  The rating outlook is
stable.

This concludes a review for downgrade begun on August 29, 2005
when, after having sold its Canadian reserves at for a peak price
and continuing its ongoing evaluation of strategic alternatives,
EXCO formally announced a long series of strategic moves that
Moody's expected to wind up in the B2 or B1 corporate family
rating range.

EXCO continues to evaluate frequent acquisition packages and the
formation of a master limited partnership with certain of its
reserves.  Now that EXCO has presented its actual and pro-forma
reserve data and first quarter 2006 numbers, it is clear that it
will remain much too leveraged and much too active to warrant a B1
corporate family rating.

The stable rating outlook could be quickly affected to the
downside if leverage escalates with acquisitions to levels not
compatible with the rating and if sequential quarter operating
results do not reasonably conform to EXCO's expectations.

Moody's will track overall sequential quarter operating results
and management's ability to grow at costs, margins, and leverage
suitable to the ratings.

The outlook could also be negatively affected if EXCO spun-off
assets into an MLP and used proceeds buyback stock in proportions
incompatible with the ratings.  The outlook could firm if
performance meets expectations.  To firm the ratings, EXCO's
performance will need to reasonably meet expectations while
leverage would need to rise only moderately through potential
leveraged acquisitions.

In the last 16 months, EXCO sold its Canadian reserves, executed a
management-led buyout of its former private equity group, executed
a highly leveraged acquisition, built a still larger business base
with several smaller acquisitions, and executed its initial public
offering this year.

It emerges with high leverage on proven developed reserves, an
aggressive acquisition posture, the intention to fund acquisitions
with bank debt until its current large undrawn bank borrowing base
is fully borrowed and therefore driving leverage still higher, a
potential further restructure by spinning off its Appalachian
reserves into an MLP within the next twelve months, and
considerable uncertainty about the underlying performance of its
large proportion of newly acquired properties, paid for at up-
cycle prices.

Nevertheless, Moody's believes EXCO management, while aggressive
and always strategically active, is seasoned and likely to
navigate such waters in a manner that will weigh the risks of
cyclical oil and natural gas prices, over-paying and over-
leveraging acquisitions, and running too long with a heavy capital
structure reliance on comparatively volatile bank borrowing base
debt.

In October 2005, management conducted a $699.3 million equity
buyout funded by a $350 million interim bank loan, $183.1 million
of new private equity financing, and the exchange by management
and other stockholders of EXCO Holdings capital stock for $166.9
of the new Holdings II common stock.

Holdings II was subsequently merged into EXCO Holdings. In late
September prior to the buyout, an affiliate of EXCO, TXOK
completed the acquisition of ONEOK Energy for $642.9 million
funded through $20 million in private debt financing, the issuance
of $150 million of TXOK preferred stock to BP EXCO Holdings LP,
$308 million of borrowings under the TXOK Credit facility and $200
million of borrowings under a TXOK term loan.

EXCO recently completed a $662 million IPO with proceeds used to
repay the $350 million interim bank loan, fund the $150 million
redemption of TXOK preferred stock, and repay part of the TXOK
credit facility and the entire TXOK term loan.  Immediately prior
to the IPO, EXCO Holdings was merged into EXCO Resources.  With
the completion of the IPO and the redemption of the $150 million
of TXOK preferred stock, EXCO Holdings was merged into EXCO
Resources and TXOK became a wholly-owned subsidiary of EXCO
Resources.

Per Moody's global ratings methodology for independent exploration
and production firms, on historic pro-forma estimates, EXCO's
operating, financial, and strategy profile maps to a weak B1
corporate family rating.

However, it achieved the B1 mapping solely due to the effect of
very high but cyclical natural gas prices that have subsequently
fallen substantially.  Otherwise, its production scale,
diversification, leverage, and full-cycle cost structure combine
to map to a B2 corporate family rating.

Furthermore, uncertainty on true underlying production and
reinvestment results plus our forward view on its performance,
higher leverage, acquisition activity, and oil and natural gas
prices also warrant a B2 rating.

We also expect 2006 drillbit F&D to remain high, if not higher
than 2005 levels.  EXCO has reduced leverage with proceeds from
its successful initial public offering but its leverage remains
full for the rating and will rise with leveraged acquisitions
after the recent largely debt-financed West Texas and Appalachian
Basin acquisitions.  Overall, EXCO also faces the task of
demonstrating that operating performance from its property base is
supportive of a B1 rating.

EXCO's reserve scale and diversification largely map EXCO to a
higher rating than the methodology's overall B2 rating as does a
reasonable track recording of reserve replacement costs.

Production remains very small at approximately 127 mmcfe/day based
on current run-rate production, mapping to the Caa category.
Leverage metrics map to the high end of the B category. Overall
returns map to the A range but this is partially a result of a
previous large cash outflow related to the termination of
underwater hedges.  Critical elements of the cost structure
including finding and development and full cycle costs map to the
Ba, B, and Caa ranges.

The ratings are supported by improved leverage from prior to the
IPO, fairly durable production; a very strong price environment;
good management team; and by EXCO's scale along with some onshore
diversification, and a large lower risk drilling inventory.

The ratings are constrained by (i) uncertainty concerning full-
cycle unit economics performance, (ii) the company's future
operating performance given its ownership of the ONEOK assets, and
(iii) a small production base.

EXCO Resources, Inc. is headquartered in Dallas, Texas.


FDL INC: Creditors' Committee Calls for CEO's Pay Cut    
-----------------------------------------------------
Stephen Striebel, Chairman of the Board, President and sole
shareholder of FDL, Inc., could face an $8,000 per week pay cut if
the Official Committee of Unsecured Creditors succeeds in its move
to reduce his salary.

The Committee wants the U.S. Bankruptcy Court for the Southern
District of Indiana in Indianapolis to reduce Mr. Striebel's
weekly salary to $2,000 from the $10,000 he allegedly currently
receives per week.

The Committee says CEOs of major corporations, which operate at a
profit, do not earn the sums that Mr. Striebel makes.  The
Committee said that Mr. Striebel's salary should be limited to the
normal salary of a CEO of a company of similar business with
similar sales, less a recognition that the company is in a
bankruptcy proceeding.  

Elliott D. Levin, Esq., at Rubin & Levin, P.C., sums up the
Committee's views " to pay the individual who brought down this
ship $10,000 per week to oversee his failures, makes no sense,
sends the wrong message to unsecured creditors, is not within the
spirit of the Bankruptcy Code, and is sheer lunacy."

Headquartered in Kokomo, Indiana, FDL, Inc., manufactures office
and fast food metal furniture.  The company filed for Chapter 11
protection on March 24, 2006 (Bankr. S.D. Ind. Case No. 06-01222).  
Deborah Caruso, Esq., and Erick P. Knoblock, Esq., at Dale & Eke,
P.C., represent the Debtor.  Elliott D. Levin, Esq., at Rubin &
Levin, represents the Official Committee of Unsecured Creditors.  
When the Debtor filed for protection from its creditors, it did
not state its assets but estimated debts between $10 Million and
$50 Million.


FDL INC: Court Okays Elliott Levin as Committee's Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana in
Indianapolis authorized the Official Committee of Unsecured
Creditors appointed in FDL, Inc.'s chapter 11 case to employ
Elliott D. Levin, Esq., of Rubin & Levin, P.C., as its bankruptcy
counsel.

As reported in the Troubled Company Reporter on April 13, 2006,
Mr. Levin will:

   a. give the Committee legal advice with respect to its duties
      and powers in connection with the continued operation of  
      the business and management of the property of the Debtor;

   b. examine the conduct of the Debtor's affairs and the causes
      of its inability to pay its debts as they mature;

   c. conduct an examination of officers and employees of the
      Debtor and of other witnesses in order to determine whether
      the Debtor has made preferential transfers of its property;

   d. assist the Committee in negotiating with the Debtor
      concerning the terms of a proposed Plan; and

   e. perform all other legal services for the Committee which
      may be necessary.

Documents submitted to the Court did not say how much Mr. Levin's
rates are.

Headquartered in Kokomo, Indiana, FDL, Inc., manufactures office
and fast food metal furniture.  The company filed for Chapter 11
protection on March 24, 2006 (Bankr. S.D. Ind. Case No. 06-01222).  
Deborah Caruso, Esq., and Erick P. Knoblock, Esq., at Dale & Eke,
P.C., represent the Debtor.  Elliott D. Levin, Esq., at Rubin &
Levin, represents the Official Committee of Unsecured Creditors.  
When the Debtor filed for protection from its creditors, it did
not state its assets but estimated debts between $10 Million and
$50 Million.


FDL INC: Court Approves LS Associates as Financial Consultant
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
granted the request of FDL Inc. to employ LS Associates, LLC, as
its financial consultant.

LS is expected to:

   (a) monitor and review all the Client's disbursements to ensure
       that they are in accordance with the budget approved in the
       Bankruptcy Case;

   (b) monitor and review the debts, payables and other
       obligations incurred by the Clients during the Bankruptcy
       Case;

   (c) monitor and review the Budget;

   (d) monitor and review the Client's purchase orders to ensure
       compliance with the Budget;

   (e) monitor and review the Client's shipments of inventory to
       ensure compliance with the Budget; and
  
   (f) other tasks as may be requested by the Client.

Under to an Engagement Agreement between the Debtor and the Firm,
LS Associates will be paid $7,500 per week.

To the best of the Debtor's knowledge, the Firm has no connection
with any party in interest and holds no interest adverse to the
Debtor or its estate.

Headquartered in Kokomo, Indiana, FDL, Inc., manufactures office
and fast food metal furniture.  The company filed for Chapter 11
protection on March 24, 2006 (Bankr. S.D. Ind. Case No. 06-01222).  
Deborah Caruso, Esq., and Erick P. Knoblock, Esq., at Dale & Eke,
P.C., represent the Debtor.  Elliott D. Levin, Esq., at Rubin &
Levin, represents the Official Committee of Unsecured Creditors.  
When the Debtor filed for protection from its creditors, it did
not state its assets but estimated debts between $10 Million and
$50 Million.


FEDDERS CORP: Michael Giordano Named as CEO Elect
-------------------------------------------------
Fedders Corporation's Board of Directors elected the Company's
president, Michael Giordano, as chief executive officer elect,
effective immediately and until Oct. 1, 2006, when he will become
president and chief executive officer.  Sal Giordano, Jr., the
company's current chief executive officer has announced that he
will step down effective Oct. 1, 2006 and will continue as
executive chairman.

With the Company since 1990, Michael Giordano has held numerous
U.S.-based and international positions and has been involved in
all aspects of the company's transformation from a North American
manufacturer and marketer of appliance- type room air conditioners
to a global company focused on the much larger, growing and more
profitable central residential, commercial and industrial markets
for air treatment products, primarily in North America, China and
India.

Since becoming president in November 2004, Mr. Giordano has
assumed operating responsibility for Fedders International,
Fedders Residential HVAC and Fedders Commercial/Industrial
Products, as well as the company's global engineering, sourcing,
product planning and sales and marketing activities.

Prior to becoming president, Mr. Giordano was executive vice
president, finance and administration and chief financial officer
since 1999.  In 1996, Mr. Giordano relocated to Singapore as
managing director of Fedders Asia and has since been instrumental
in establishing and managing the company's strategic operations
around the globe.  Michael Giordano is the son of Sal Giordano,
Jr., the current Chairman of the Company's board of directors.

                          About Fedders

Headquartered in Liberty Corner, New Jersey, Fedders Corporation,
-- http://www.fedders.com/-- is a leading global manufacturer and  
marketer of air treatment products, including air conditioners,
air cleaners, dehumidifiers, and humidifiers.  The company has
production facilities in the United States in Illinois, North
Carolina, New Mexico, and Texas and international production
facilities in China, India and the Philippines.  All products are
manufactured to Fedders' one worldwide standard of quality.

The Company's balance sheet at Dec. 31, 2005, showed $331,050,000
in total assets and $331,110,000 in total liabilities, resulting
in a de minimis stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on July 5, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on air treatment products manufacturer Fedders Corp. and
Fedders North America Inc. to 'CC' from 'CCC'.  At the same time,
Fedders North America's senior unsecured debt rating was lowered
to 'C' from 'CC'.  S&P said the outlook remains negative.


FOAMEX INTERNATIONAL: D.E. Shaw Wants Equity Committee Appointed
----------------------------------------------------------------
D.E. Shaw Laminar Portfolios, LLC, asks the U.S. Bankruptcy Court
for the District of Delaware to compel the U.S. Trustee to appoint
an official equity committee.

D.E. Shaw is a beneficial owner of Foamex International, Inc.'s
common and preferred stock.  It owns 3,388,426 shares of common
stock and 15,000 shares of Series B Preferred Stock, convertible
to 1,500,000 shares of common stock.

In April 2006, D.E. Shaw asked the U.S. Trustee to appoint an
official committee of equity security holders.  The U.S. Trustee
declined.

L. Jason Cornell, Esq., at Fox Rothschild LLP, in Wilmington,
Delaware, notes that the Debtors have recently experienced
improved business conditions.  The Debtors report that they need
to update their business plan before recommencing negotiations for
a revised plan of reorganization.

The improved business condition also demonstrates that equity
holders are poised to realize significant value in the Debtors'
Chapter 11 cases, Mr. Cornell says.

As the Debtors finalize a revised business plan and resume
negotiations regarding a new plan of reorganization, Mr. Cornell
asserts that equity holders are entitled to a seat at the
bargaining table.

It is thus imperative that equity holders be afforded adequate
representation to protect and advance their interests at this
critical stage in the Chapter 11 process, Mr. Cornell adds.

Mr. Cornell contends that principles of fundamental fairness
dictate that equity holders should have the opportunity to
meaningfully participate in the process of revising and commenting
on the business plan.

There is currently no other constituency that can adequately
represent shareholder interests, Mr. Cornell says.  Although the
Debtors' Board of Directors and management have fiduciary duties
to their shareholders, this does not ensure that they will
selflessly advocate for those shareholders.  The current Plan
provides that 90% of new equity would be distributed to senior
secured noteholders, and the remaining 10% would be reserved for
the management incentive plan and KERP.  Given that the Debtors'
management was poised to enjoy a significant equity stake, perhaps
a concession by secured creditors to ensure management's support
of the Plan, management's ability to impartially consider the
interests of more junior stakeholders could very well have been
compromised, Mr. Cornell remarks.

D.E. Shaw is mindful of the additional expenses that the Debtors
might incur in relation to the appointment of an equity committee.  
However, Mr. Cornell points out that the expenses that the equity
committee might incur weigh lesser than the need for the public
shareholders to be represented.  Mr. Cornell adds that the equity
committee will also have significant interest in minimizing not
only its own administrative expenses, but all administrative
expenses as well, as more administrative expenses would reduce the
shareholders' ultimate recovery.

Mr. Cornell further asserts that an equity committee needs to be
appointed immediately so that it can participate in the Debtors'
process of revising their business plan.  The revised business
plan will form the basis of the Debtors' valuation, and
ultimately, the distributions to be made pursuant to an amended
Plan.  If there is no input from an equity committee in the
formulation of a business plan, that implies there is no value for
equity, Mr. Cornell notes.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 18; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FOAMEX INTERNATIONAL: Court Approves Equity Trading Protocol
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware rules that
any purchase, sale or transfer of Foamex International's equity
securities in violation of the equity securities trading
procedures will be null and void ab initio, and will confer no
rights on the transferee.

After receipt of a Notice of Proposed Transfer, the Debtors will
have 20 days to file with the Court and serve to the Substantial
Equityholder an objection.  In their objection, the Debtors will
ask the Court to hear the objection on a shortened notice, and
rule that the transaction will not be effective unless approved by
final and nonappealable Court order.

If the Debtors do not object within the 20-day period, that
transaction may proceed in an amount not exceeding the amount
proposed in the Notice of Proposed Transfer.

Any transaction is void ab initio unless:

    (a) there is express permission from the Debtors allowing the
        transaction;

    (b) the 20 day-period expires without an objection from the
        Debtors; or

    (c) that transaction is approved by final and nonappealable
        Court order.

In view of their recent Schedule 13-D and Schedule 13-G filings
with the Securities and Exchange Commission, D.E. Shaw Laminar
Portfolios, LLC, Sigma Capital Management, LLC, and The Goldman
Sachs Group, Inc., are not required to file a notice of their
status with the Court.

Any sale or purchase of Foamex International's stock by these
recent Substantial Equityholders may proceed without filing a
Notice of Transfer if the disposition is:

    -- to any recent Substantial Equityholder,

    -- to anyone who is, or will not, be a Substantial
       Equityholder, or

    -- in open market transactions.

Beneficial ownership by any recent Substantial Equityholder will
be determined solely in accordance with Rule 13d-3 of the
Securities Exchange Act of 1934, and the written representations
given to the Debtors from each of the Recent Substantial
Equityholder.

No party, including the Debtors, will have the right to limit any
of the transfers giving rise to the beneficial ownership of the
recent Substantial Equityholders as their ownership is reflected
in their 13-D and 13-G filings with the Securities and Exchange
Commission.

The Court rules that the sole and exclusive remedy available
against any of the recent Substantial Equityholder:

    (a) with respect to any equity interests transfer not
        reflected in their 13-D and 13-G SEC filings will be
        limited to the treatment of that transfer as void ab
        initio, and

    (b) with respect to the breach of any written representations
        made to the Debtors, the treatment of those transfers as
        void ab initio as may be necessary to make that
        representation true as of the date made; provided that the
        recent Substantial Equityholder will have the right to
        contest that treatment.

The Court directs the Debtors to instruct their transfer agent for
the equity interests in Foamex International to take all steps
necessary, including, without limit, issuing new share
certificates, to register the transfers of the equity interests
acquired by each of Goldman Sachs, DE Shaw and Sigma reflected in
their 13-D and 13-G filings with the SEC.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 18; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FRANKLIN PIERCE: Moody's Downgrades Debt Rating from Ba1 to Ba3
---------------------------------------------------------------
Moody's Investors Service downgraded Franklin Pierce College's
debt rating to Ba3 from Ba1.  The rating action affects $48.4
million of rated debt, including the College's Series 1994, 1998,
and 2004 bonds issued through the New Hampshire Higher Education
and Health Facilities Authority.

The Series 1998 and 2004 bonds, totaling $44 million of
outstanding debt, are insured by ACA Financial Guaranty
Corporation.

Moody's does not rate ACA Financial Guaranty Corporation.  The
rating action reflects the College's currently limited financial
flexibility within a highly competitive student market
environment.  The rating outlook is stable at the lower rating
level.

Payment of the Series 1994 bonds is a general obligation of the
College, further secured by a first security interest in Gross
Receipts, a security interest in all Equipment, and a mortgage
lien on the Facility.  Payment of the Series 1998 and Series 2004
bonds is a general obligation of the College, further secured by a
first security interest in Gross Receipts, a security interest in
all Equipment, a mortgage lien on the Facility, as well as debt
service reserve funds.

Debt-Related Rate Derivatives: none

Strengths

   * Growing full-time equivalent enrollment at the
     College's main Rindge campus in fall 2005 and
     moderately improved freshmen selectivity.

   * Consistently increasing net tuition per student and total
     tuition revenue, a critical credit factor as the College
     relies on student charges for nearly 93% of its operating
     base.

   * Capital investment of nearly $25 million in the Rindge
     campus from 2002 to 2007, which should enhance the
     attractiveness of campus and ability to attract students.

   * Expected support from the State of New Hampshire for
     financial aid endowment, and capital campaign expected to be
     launched soon.

Challenges

   * Limited financial reserves provide little financial
     flexibility and drive need to consistently generate positive
     operating cash flow; debt service coverage thin but adequate
     at 1.3 times.

   * Highly competitive market for students both at the main
     campus and in adult education programs; overall enrollment
     has declined due to drops in continuing education and
     degree-completion programs offered at the College's
     satellite campuses.

   * Moderate amount of private gift flow, with $1.5 million of
     average gift revenue over the past three years, in part due
     to the College's young alumni body; this number excludes
     over $1million of annual federal grant revenue.

   * High degree of leverage and need to grow operating cash flow
     to support increasing debt service; reliance on bank line of
     credit for cash needs adds a risk element.

Recent Developments and Results:

The primary driver of the rating downgrade is the College's
limited financial flexibility as it continues to implement
strategic initiatives to stabilize overall enrollment in a highly
competitive market.  While enrollment at the main campus in
Rindge, NH has been growing, the College has experienced
enrollment challenges in degree-completion and continuing
education programs offered at satellite campuses.

As a result, total enrollment declined to 2,254 full-time
equivalent students in fall 2005.

Management is focused on further growing higher profitability
graduate programs including a new Doctor of Arts program starting
in fall 2006 and a proposed nursing program working in conjunction
with a New Hampshire hospital.  Some of these programs have
already shown increases.  The College's ability to stabilize
enrollment levels, grow net tuition per student, and improve
annual operating cash flow would be positive credit factors.

The College's very thin balance sheet leaves it with fairly
limited flexibility given this competitive environment and
relatively high debt load, with $56 million of outstanding direct
debt.

Franklin Pierce is in the early stages of a capital campaign which
will have a component geared toward endowment growth; however, the
College's fundraising has historically been modest.

The College expects that the State will make a contribution to the
endowment to be used for financial aid for New Hampshire
residents.

The College's operating performance has weakened moderately over
the past two years, in large part due to expense increase,
including a 9% jump in FY 2005, which management attributes
largely to increased utility, healthcare, and depreciation
expenses.  An operating cash flow margin of 9.8% in FY2005
provided thin but adequate actual debt service coverage of 1.3
times.

However, additional growth in cash flow will be necessary to
absorb maximum debt service. Principal payments on the Series 1998
bonds are postponed until 2008, and the Series 2004 bonds do not
begin to amortize until 2030.

Management is expected a tight operating year again in FY2006.
Favorably, the College has been able to consistently grow total
tuition revenue, a key indicator as 93% of the College's revenues
are derived from student charges.

The College relies on a $5 million line of credit and draws from
the quasi-endowment to meet seasonal cash flow needs. If a default
occurs under the line of credit, the bank may accelerate the
maturity of the line of credit, making it immediately due and
payable.  The line is secured by the College's accounts held at
the bank, which do not include the quasi-endowment.

Outlook

The stable outlook reflects our expectation that the College will
generate positive cash flow in the near-term and that operating
cash flow will adequately cover debt service over the next two
years.  Balance sheet deterioration or weakening of annual debt
service coverage could place further pressure on the College's
debt rating longer-term.

What could change the rating-UP

   * Successful execution of strategic enrollment plans leading
     to stronger operating performance and debt service support

What could change the rating-DOWN

   * Financial resource deterioration; additional borrowing;
     tightening of operating cash flow and debt service coverage

Key Indicators

   * Total Full-Time Equivalent Enrollment: 2,254 FTE
     enrollment
   * Total Financial Resources: $4.6 million
   * Direct Debt: $55.9 million
   * Expendable Financial Resources-to-Debt: 0.05 times
   * Expendable Financial Resources-to-Operations: 0.07 times
   * Average Operating Margin: -1.6%
   * Average Debt Service Coverage: 1.6 times
   * Reliance on Student Charges: 92.6%

Rated Debt:

   * Series 1994: Ba3
   * Series 1998: Ba3 (insured by ACA)
   * Series 2004: Ba3 (insured by ACA)


FREMONT HOME: DBRS Puts Low-B Rating on $7.6 Million NIM Notes
--------------------------------------------------------------
Dominion Bond Rating Service assigned new ratings of A (low), BBB
(low), BB, and B to these NIM Notes issued by Fremont CI-7.

   * $23.1 million, NIM Notes, Series 2006-2, Class N1 New
     Rating A (low)
   * $4.1 million, NIM Notes, Series 2006-2, Class N2  New
     Rating BBB (low)
   * $3.7 million, NIM Notes, Series 2006-2, Class N3 New
     Rating BB
   * $3.9 million, NIM Notes, Series 2006-2, Class N4 New
     Rating B

The NIM Notes are backed by a 100% interest in the Class C and
Class P Certificates issued by Fremont Home Loan Trust 2006-2. The
Class C Certificates will be entitled to all excess interest in
the Underlying Trust, and the Class P certificates will be
entitled to all prepayment premiums or charges received in respect
of the mortgage loans.

The NIM notes will also be entitled to the benefits of the
underlying interest rate swap agreement and an interest rate cap
agreement with The Bank of New York.

Payments on the NIM Notes will be made on the 25th of each month
commencing in May 2006.  The interest payment amount will be
distributed sequentially to the holders of Class N1 through N4
Notes, followed by the principal payment amount to the holders of
Class N1 through N4 Notes, sequentially, until the note balance of
such class has been reduced to zero.  Any remaining amounts will
be distributed to the Issuer, the Indenture Trustee, and holders
of Preference Shares.

The mortgage loans in the Underlying Trust were all originated or
acquired by Fremont Investment & Loan.


GUITAR CENTER: To Acquire Assets of Hermes Trading
--------------------------------------------------
Guitar Center, Inc. signed a definitive agreement to acquire
certain of the assets of Hermes Trading Company, Inc., a Texas-
based musical instruments distributor and retailer.  The
acquisition includes four retail locations in Texas, in San
Antonio, McAllen, Laredo and Brownsville.  As part of the
transaction, Guitar Center will purchase the existing inventory of
musical instruments and equipment for the four locations.  The
stores will be remodeled and rebranded into Guitar Center format
stores.

Financial terms were not disclosed.

The transaction will be funded through Guitar Center's available
cash and credit facility.  The acquisition is subject to customary
terms and conditions and may be adjusted based on the final
determined inventory value.  The closing is expected to occur in
the second quarter.  It is expected that the stores acquired in
this acquisition will offset other Guitar Center store openings
for 2006.

"We are excited about the acquisition of these four Hermes Music
stores, which cater largely to the Hispanic market," Marty
Albertson, Chairman and Chief Executive Officer of Guitar Center,
said.  "This transaction will enable us to strengthen our service
to this important customer base.  We currently have 12 Guitar
Center stores in Texas, including our El Paso store, which we
opened last year, and the conversion of these stores to the Guitar
Center brand will expand our presence across the state.  In
particular, we will introduce the Guitar Center brand in San
Antonio, one of the top retail markets in Texas."

Hermes Music has been a musical instruments distributor and
retailer since 1982, with sales in the United States, Mexico and
South America.  Following the transaction, Hermes Music will
continue to operate its distribution business and sales to
customers outside the United States.  Alberto Kreimerman, founder
of Hermes Music, will focus his time and efforts helping support
underprivileged children in the United States Hispanic and
Republic of Mexico communities through the Hermes Music
Foundation, Proyecto de Amor, and the television program that
supports both projects.  Guitar Center anticipates assisting Mr.
Kreimerman in these efforts.

                       About Guitar Center

Headquartered in Westlake Village, California, Guitar Center Inc.
-- http://www.guitarcenter.com/-- is the leading United States  
retailer of guitars, amplifiers, percussion instruments, keyboards
and pro-audio and recording equipment.  The Company's retail store
subsidiary presently operates 176 Guitar Center stores across the
United States, with 131 stores in primary markets, 43 stores in
secondary markets and 2 stores in tertiary markets.  In addition,
its Music & Arts division operates 89 stores specializing in band
instruments for sale and rental, serving teachers, band directors,
college professors and students.  The Company is also the largest
direct response retailer of musical instruments in the United
States through our wholly owned subsidiary, Musician's Friend,
Inc., and its catalog and web site,
http://www.musiciansfriend.com/

The Company's 4% Senior Convertible Notes carry Moody's Investors
Service's B1 rating and Standard & Poor's BB rating.


HEALTH SCIENCES: Accumulated Deficit Prompts Going Concern Doubt
----------------------------------------------------------------
Stonefield Josephson, Inc., in Santa Monica, California, raised
substantial doubt about Health Sciences Group, Inc.'s ability
to continue as a going concern after auditing the Company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditor pointed to the Company's accumulated deficit
of approximately $28,676,000, a working capital deficit of
approximately $4,898,000 at Dec. 31, 2005, and recurring operating
losses.

The Company reported a $5,750,359 net loss on $60,142 of sales for
the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $4,155,552 in
total assets and $9,066,679 in total liabilities, resulting in a
$4,911,127 in stockholders' deficit.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $131,241 in total current assets available to pay $5,028,856
in total current liabilities coming due within the next 12 months.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://researcharchives.com/t/s?9a2/

Headquartered in Los Angeles, California, Health Sciences Group,
Inc. (OTCBB:HESG) -- http://www.healthsciencesgroup.com./-- is an  
integrated provider of innovative products and services in the
nutraceutical, pharmaceutical, and cosmeceutical industries.  
Health Sciences offers value-added ingredients, bioactive
formulations, and proprietary technologies used in nutritional
supplements, functional foods and beverages, and skin care
products.


HEALTHSOUTH CORP: Settles Multi-Billion Fraud Case for $3 Million
-----------------------------------------------------------------
HealthSouth Corporation (OTC Pink Sheets: HLSH) has reached a
non-prosecution agreement with the Department of Justice
negotiated through the Office of the United States Attorney
for the Northern District of Alabama for $3 million.  The
non-prosecution agreement removes the threat of an indictment of
HealthSouth by the United States government for the accounting
fraud committed against the company by members of its former
management.  According to recent company estimates, the fraud's
impact was greater than $4 billion.

The $3 million payment will go to the U.S. Postal Inspection
Services Consumer Fraud Fund, Bloomberg reports.  The company
settled a fraud case with the U.S. Securities and Exchange
Commission last year for $100 million and another case with
investors in March for $445 million.

"We are extremely pleased and grateful to have reached this
non-prosecution agreement with the Department of Justice," said
Jon F. Hanson, HealthSouth Chairman of the Board.  "With the
removal of the threat of an indictment, HealthSouth takes a giant
leap forward in recovering from the effects of the massive
accounting fraud perpetrated against the company and its investors
by members of the company's former management.  We are delighted
to put this chapter behind us, and I am particularly happy with
the extensive efforts by our new management team to put in place
the policies, procedures and controls necessary to ensure our
systems and results are sound and reliable going forward."

"The new HealthSouth is a transformed company in terms of our
corporate culture, governance and compliance, and we will remain
vigilant to safeguard and protect our reputation for integrity,
honesty and fair dealing -- for the benefit of our shareholders,
customers and employees," said Jay Grinney, HealthSouth President
and Chief Executive Officer.  "The fundamentals are in place at
numerous levels of HealthSouth for renewed success.  On behalf of
the 37,000 dedicated HealthSouth employees, I can say that we are
delighted as an organization to be getting back to what we do best
-- providing outstanding rehabilitation, diagnostic and ambulatory
surgical care throughout the nation."

The agreement was negotiated by Alice Martin, the United States
Attorney for the Northern District of Alabama, and Robert S.
Bennett and Charles F. Walker, outside counsel for HealthSouth at
Skadden, Arps, Slate, Meagher & Flom LLP.  Mr. Bennett noted, "We
are pleased we were able to resolve this matter and that the
government recognized the extensive cooperation provided by
Gregory L. Doody, HealthSouth General Counsel, and other members
of the company's new management team."

                        About HealthSouth

Headquartered in Birmingham, Alabama, HealthSouth Corporation --
http://www.healthsouth.com/-- provides outpatient surgery,
diagnostic imaging and rehabilitative healthcare services,
operating facilities nationwide.  

                         *     *     *

Moody's assigned HealthSouth's debt and corporate family ratings
at B2 and B3 respectively.  The ratings were placed on April 18,
2006, with a stable outlook.

On April 11, 2006, Standard & Poor's placed the company's long
term local and foreign issuer credit ratings at B with a stable
outlook.


HEALTHTRONICS INC: Will Hold Annual Stockholder Meeting on June 8
-----------------------------------------------------------------
HealthTronics, Inc., will hold its annual stockholders meeting at
8:00 a.m. on June 8, 2006, at 1301 Capital of Texas Highway,
Atrium of Suite B-200 in Austin, Texas.

HealthTronics's stockholders will be asked to:

   (a) elect 10 directors to serve on the Company's board of
       directors; and

   (b) consider and vote upon a proposal to amend the Company's
       2004 Equity Incentive Plan to increase by 2,000,000 shares
       the number of shares available for issuance (from 950,000
       shares to 2,950,000 shares).

The Company's Board of Directors has fixed the close of business
on April 27, 2006, as the record date for the determination of
shareholders entitled to receive notice of, and to vote at, the
meeting.

Full-text copies of these regulatory filings are available for
free at:

   Proxy Statements    http://ResearchArchives.com/t/s?994

   Proxy Voting
   Instructions        http://ResearchArchives.com/t/s?995

Headquartered in Austin, Texas, HealthTronics, Inc. --
http://www.healthtronics.com/-- provides healthcare services   
primarily to the Urology community, and manufactures and
distributes medical devices.  The Company also manufactures
specialty vehicles used for the transport of high technology
medical devices, broadcast & communications equipment and the
Homeland Security marketplace.

                          *     *     *

As reported in the Troubled Company Reporter on April 7, 2006,
Moody's Investors Service placed HealthTronics, Inc.'s ratings
under review for possible downgrade following the company's
announcement on March 31, 2006, that its financial statements
should be restated.

Moody's rates HealthTronic's corporate family rating at Ba3;
$50 million senior secured revolving credit facility due 2010 at
Ba3; and $125 million senior secured term loan B due 2011 at Ba3.


HIGH VOLTAGE: Files Amended Plan of Liquidation in Massachusetts
----------------------------------------------------------------
Stephen S. Gray, the chapter 11 trustee appointed in the
bankruptcy cases of High Voltage Engineering Corporation and its
debtor-affiliates, filed with the U.S. Bankruptcy Court for the
District of Massachusetts a First Amended Plan of Liquidation
and its accompanying First Amended Disclosure Statement on
May 17, 2006.

The Plan is a liquidating plan, and provides for the substantive
consolidation of the Debtors' estates into a single consolidated
estate.  On a consolidated basis, the value of the Debtors' assets
exceeds their liabilities and the consolidated estate will be
solvent.  Accordingly, the Plan provides for the payment of all
allowed claims against the Debtors in full, including interest, if
any, due on account of those claims, and distributing the Debtors'
surplus funds to the equity holders on account of their equity
interests.

                     Assets for Distribution

The Chapter 11 Trustee has sold the Debtors' businesses and in so
doing has liquidated substantially all of their assets.  The
Debtors have no other known assets of any material value, other
than potential causes of action and other miscellaneous assets,
including:

   -- insurance refunds,

   -- some share of ReVera Incorporated's stock owned by the
      Debtors,

   -- cash collateral securing the letter of credit issued by
     Citizens Bank of Massachusetts; and  

   -- receivable from the sale of ASIRobicon S.p.A., an affiliate.

Proceeds realized on the sale of the ReVera Stock and net
recoveries, if any, on Causes of Action and miscellaneous assets
may increase the total value of the Debtors' assets available for
distribution to Equity Holders.  

Based on the Debtors' schedules of liabilities, their books and
records, and the claims filed against the Debtors, the Chapter 11
Trustee estimates that remaining Allowed Claims against the
Debtors ultimately will total approximately $46.8 million,
including estimated interest to be paid on account of certain
Claims.  In determining this amount, the Chapter 11 Trustee, with
the assistance of counsel, his business advisors and Trumbull,
analyzed claims that have been and might be asserted against the
Debtors.  However, there is no way of predicting the final amount
of Allowed Claims with certainty.  

The Chapter 11 Trustee currently has on hand approximately $114
million in cash.  Certain amounts of this cash will be reserved as
disputed claims reserve, the post-confirmation administrative
reserve and the trust administrative reserve.  As the amount of
proceeds on hand exceeds the Disclosure Statement Estimated Claims
Amount, the Trustee expects that there will be sufficient funds
remaining for distribution to Equity Holders, which amount may be
increased if there are recoveries on the Debtors' unliquidated
assets, including Causes of Action.

                     Liquidating Supervisor

The Plan provides for the appointment of Stephen S. Gray as the
Liquidating Supervisor for each of the Debtors.  The Liquidating
Supervisor will be responsible for, among other things,
administering the Post-Confirmation Estate until a final transfer
date and preparing, filing and resolving the Debtors' final tax
returns on and after the Final Transfer Date.  

The Plan further provides for the establishment of the Liquidating
Trust.  On the Effective Date, the Trustee will transfer all of
the Debtors' Causes of Action to the Liquidating Trust and the
Beneficiaries of the Liquidating Trust will be deemed to have
transferred all of the Beneficiary Claims to the Liquidating
Trust.  On the Effective Date, the Liquidating Supervisor will
transfer the Available Cash to the Liquidating Trust.  On the
Final Transfer Date, the Liquidating Supervisor will:

   (a) transfer all of the Debtors' remaining assets, whether
       liquidated or unliquidated, to the Liquidating Trust; and

   (b) cause each of the Debtors to be dissolved.

At this time, the Liquidating Trustee will be responsible for,
among other things, making distributions to holders of as-yet
satisfied Allowed Claims, if any, in accordance with the Plan,
investigating and potentially pursuing Causes of Action, objecting
to Disputed Claims asserted against the Debtors, and winding up
the Liquidating Trust.

The Plan further provides for the establishment of the:

   (1) the Plan Committee, the members of which will be:

       * Ravi Chachra,
       * Nicholas Walsh, and
       * Dixon Yee; and

   (2) the Liquidating Trust Committee, the members of which will
       be:

       * Ravi Chachra,
       * Nicholas Walsh, and
       * Dixon Yee.

The Plan Committee will advise the Liquidating Supervisor with
respect to his duties under the Plan.  The Liquidating Trust
Committee will advise the Liquidating Trustee with respect to his
duties under the Plan and Liquidating Trust.

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

  http://www.researcharchives.com/bin/download?id=060523224131

                       About High Voltage

Headquartered in Wakefield, Massachusetts, High Voltage
Engineering Corporation -- http://www.asirobicon.com/-- owns and   
operates a group of three industrial and technology based
manufacturing and services businesses.  HVE's businesses focus on
designing and manufacturing high quality applications and
engineered products, which are designed to address specific
customer needs.  The Debtor filed its first chapter 11 petition on
March 1, 2004 (Bankr. Mass. Case No. 04-11586).  Its Third Amended
Joint Chapter 11 Plan of Reorganization was confirmed on July 21,
2004, allowing the Company to emerge on Aug. 10, 2004.

High Voltage and its debtor-affiliates filed their second chapter
11 petition on Feb. 8, 2005 (Bankr. Mass. Case No. 05-10787).  S.
Margie Venus, Esq., at Akin, Gump, Strauss, Hauer & Feld LLP, and
Douglas B. Rosner, Esq., at Goulston & Storrs, represent the
Debtors.  In the Company's second bankruptcy filing, it listed
$457,970,00 in total assets and $360,124,000 in total debts.
Stephen S. Gray was appointed chapter 11 Trustee in February 2005.
John F. Ventola, Esq., and Lisa E. Herrington, Esq., at Choate,
Hall & Stewart LLP represent the chapter 11 Trustee.  Ira M.
Levee, Esq., at Lowenstein Sandler PC and Steven B. Levine, Esq.,
at Brown Rudnick Berlack Israels LLP represent the Official
Committee of Unsecured Creditors.


INFOR: Moody's Reviews Junk Rating on $315M Loan & May Downgrade
----------------------------------------------------------------
Moody's Investors Service place the ratings of Infor Global
Solutions and SSA Global Technologies on review for possible
downgrade following the recent announcement that Infor has signed
a definitive agreement to acquire SSA Global.  The review reflects
the integration risk of the relatively large acquisition and the
possibility of increased leverage at Infor.

Moody's recognizes that the existing debt facilities may be
refinanced as part of the transaction upon which time their
ratings would be withdrawn.

These Infor ratings have been place under review for downgrade:

   * Corporate Family Rating -- B3
   * $50 million revolving credit facility due 2010 -- B2
   * $605 million senior secured first lien term loan due
     2011 -- B2
   * $315 million senior secured second lien term loan due
     2012 -- Caa2

These SSA Global ratings have been place under review for
downgrade:

   * Corporate Family Rating -- B2
   * $25 million revolving credit facility due 2010 -- B2
   * $200 million senior secured first lien term loan due
     2011 -- B2

On May 15, 2006 Infor reached an agreement to acquire SSA Global
Technologies for approximately $1.4 billion or $19.50 per share.
The combined company will have approximately $1.6 billion of
annual revenues making it the third largest enterprise software
provider.

The details of the financing, capital structure and integration
strategies of the proposed transaction have not been disclosed at
this time.  The review will focus on the debt levels in the new
capital structure, the integration plan for the two companies and
potential synergies to be gained from the combination.

Infor Global Solutions Topco Ltd., headquartered in Alpharetta,
Georgia and a Cayman Islands exempted company, is a global
provider of enterprise applications software for the manufacturing
and distribution sectors.  Infor is privately held by Golden Gate
Capital, Summit Partners and company management. Pro forma for the
transaction, Infor generated revenues $775 million for the LTM
period ending November 30, 2005.

Headquartered in Chicago, Illinois, SSA Global Technologies Inc.'s
enterprise software applications are designed to improve various
core enterprise resource planning functions, including accounting,
human resource, inventory management, manufacturing, payroll, and
purchase and sales processing.

It also provides applications that are integrated extensions to
its core ERP products.  These include corporate performance,
customer relationship, product lifecycle, supplier relationship,
and supply chain management products.


INGRAM MICRO: Fitch Withdraws BB+ Sr. Subordinated Notes' Rating
----------------------------------------------------------------
Fitch affirmed Ingram Micro Inc.'s 'BBB-' Issuer Default Rating.
Fitch also assigned a 'BBB-' rating to IM's senior unsecured
credit facility.  

The company's 'BB+' rating on the senior subordinated notes which
were redeemed is withdrawn.  The Rating Outlook is Stable.

The ratings and Outlook reflect:

   * Ingram Micro's leading market position in each of its
     operating regions;

   * significant customer and product portfolio diversification
     (no customer represents more than 5% of revenues); and

   * increasing geographic diversification.

They also reflect IM's ability to grow revenues by up to 10%
without utilizing cash to support operations, as well as the
wholesale information technology distributors' proven ability to
generate significant cash from operations in a declining sales
environment, and solid revenue growth prospects for the small- to
medium-size business market, which is anticipated to continue to
rely significantly on the 2-tier distribution channel.

Total adjusted leverage (considering rent expense and accounts
receivables [A/R] taken off balance) strengthened to approximately
2.6x for the latest 12 months ended April 1, 2006, from almost 4x
two years ago.  Over the same time period, interest coverage
(EBITDA to interest expense) also strengthened to more than 9.0x
from approximately 7.2x.

Ratings concerns continue to center on:

   * the relatively thin margins associated with the wholesale
     technology distribution model, which Fitch believes will
     remain between 1.0% and 1.5% over the longer term;

   * modest and less consistent than anticipated annual free cash
     flow;

   * vendor concentration to Hewlett-Packard (HP; rated 'A/F1' by
     Fitch with a Positive Outlook), which represents more than
     20% of revenues;

   * expectations for smaller acquisitions, potentially debt-
     financed; and

   * limited pricing power due to expectations for continued
     vendor consolidation of their distribution partners and
     ongoing competition with the direct model.

The Stable Rating Outlook reflects Fitch's belief that IM's
profitability and free cash flow will be more consistent through
the IT cycle, driven by moderate revenue growth expectations.

Lower fixed costs due to past restructuring and recent outsourcing
initiatives, and increased geographic and product diversification
should also contribute to greater operating consistency.  While
IM's EBIT margins increased to approximately 1.4% for the LTM
ended April 1, 2006 from approximately 0.9% three years ago, Fitch
continues to believe IM will be challenged to sustain EBIT margins
meaningfully above 1.5% over the longer term.  

The majority of incremental revenue growth is expected from the
Asia-Pacific region, which represented almost 20% of 2005 revenues
versus approximately 10% in 2004 and 2003 (due to the company's
acquisition of Tech Pacific) and is a region characterized by
lower margins and a comparatively less rational pricing
environment.

IM's IT distribution industry-leading cash conversion cycle, which
is expected to remain near 22 days, resulted in modest cash flow
from operations for 2005 despite sales growing more than 13% for
the year.  Fitch estimates IM can grow revenues up to 10% without
using cash from operations, which compares favorably to its
primary competitor, Tech Data Corp. (Tech Data; rated 'BB+' with a
Stable outlook by Fitch).

Fitch estimates Tech Data's CCC adjusted for A/R taken off balance
sheet is more than 10 days higher than that of IM, due primarily
to IM's significant footprint in APAC (faster inventory turns),
which limits Tech Data's revenue growth without using cash from
operations to the mid- to high-single digits.  Both distributors
are expected to unwind inventory positions and generate
significant cash from operations in a declining sales environment,
as occurred during the IT downturn in 2001-2002.

Given expectations for mid- to high-single digit organic revenue
growth, Fitch estimates IM's annual free cash flow will be more
consistent going forward and be $50 million-$150 million in each
of the next two years.  While the company has historically pursued
a primarily organic growth strategy, Fitch believes the company is
likely to use a portion of free cash flow to make strategic
acquisitions, aimed at gaining capabilities that support growth
opportunities in consumer and point of sale markets or provide
significant share in growing geographic markets.  While
acquisitions are expected to be small, Fitch believes IM's
potential use of debt to fund larger acquisitions could result in
negative rating actions.

Liquidity as of April 1, 2006 was solid and consisted of:

   * approximately $326 million of cash and cash equivalents;

   * an undrawn $175 million senior unsecured revolving credit
     facility expiring December 2008, the availability under which
     was reduced by $20.7 million for outstanding letters of
     credit (L/Cs);

   * an AUD100 million (approximately $72 million as of April 1,
     2006) senior unsecured credit facility related to the Tech
     Pacific acquisition, under which $6.8 million was outstanding
     at April 1, 2006;

   * $1.1 billion of various on-balance-sheet trade A/R
     facilities, of which approximately $527 million was
     outstanding at April 1, 2006; and

   * an undrawn $213 million off-balance-sheet facility related to
     European A/Rs expiring in 2007.

IM also has various other L/Cs and overdraft facilities, primarily
uncommitted, totaling $602 million of capacity, against which
$110.4 million was outstanding and approximately $36 million of
L/Cs had been issued at April 1, 2006.  Total debt at April 1,
2006 was approximately $644 million and consisted entirely of
borrowings related to various A/R and other credit facilities,
which expire from 2007 to 2009.


J.L. FRENCH: Inks $255MM Goldman Sachs & Morgan Stanley Exit Pact
-----------------------------------------------------------------
J.L. French Automotive Castings, Inc., and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware to
approve a $255 million exit financing to be provided by Goldman
Sachs Credit Partners, L.P., and Morgan Stanley Senior Funding,
Inc.

Scotta E. McFarland, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub LLP in Wilmington, Delaware, tells the Court the exit
lenders offered the most favorable terms, including the lowest
overall interest rate.  These terms, coupled with Goldman Sachs'
familiarity with the Debtors as second lien agent, formed the
basis for the Debtors' decision.  

The senior secured bank financing includes:

   (a) $150 million senior secured first lien term loan;
   (b) $55 million senior secured second lien term loan;
   (c) $50 million senior secured revolving credit facility.  

The proceeds of the term facilities will be used to fund, in part,
the recapitalization contemplated by the Debtors' Second Amended
Plan.  Amounts available under the revolving facility will be used
to provide for the Debtors' ongoing working capital requirements.  

Goldman Sachs has agreed to provide:

   -- 60% of the term facilities; and
   -- 50% of the revolving facility.

Morgan Stanley has agreed to provide:

   -- 40% of the term facilities; and
   -- 50% of the revolving facility.  

Fees to be paid to the exit lenders were not disclosed to the
public.  The Debtors ask the Court for permission to file under
seal copies of the commitment letter and fee agreement.  

                    Rating Agency Agreements

In connection with the exit financing, the Debtors entered rating
agency agreements with Moody's Investors Services and Standard &
Poor's Rating Agency.  The Debtors will pay Moody's $50,000 for
its services in rating the exit facility.  S&P will be paid
$52,500.  

Headquartered in Sheboygan, Wisconsin, J.L. French Automotive
Castings, Inc. -- http://www.jlfrench.com/-- is one of the
world's leading global suppliers of die cast aluminum components
and assemblies.  There are currently nine manufacturing locations
around the world including plants in the United States, United
Kingdom, Spain, and Mexico.  The company has fourteen
engineering/customer service offices to globally support our
customers near their regional engineering and manufacturing
locations.  The Company and its debtor-affiliates filed for
chapter 11 protection on Feb. 10, 2006 (Bankr. D. Del. Case No.
06-10119 to 06-06-10127).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Sandra G.M. Selzer, Esq., at Pachulski Stang
Ziehl Young & Jones, and Marc Kiesolstein, P.C., at Kirkland &
Ellis LLP, represent the Debtors in their restructuring efforts.
Ricardo Palacio, Esq., and William Pierce Bowden, Esq., at Ashby &
Geddes, PA, represents the Official Committee Of Unsecured
Creditors.  When the Debtor filed for chapter 11 protection, it
estimated assets and debts of more than $100 million.


JLG INDUSTRIES: Moody's Ups Low-B Rating on Corp. Family & Notes
-----------------------------------------------------------------
Moody's Investors Service upgraded the debt ratings of JLG
Industries, Inc. -- Corporate Family Rating to Ba3 from B1, Senior
Unsecured Notes to B1 from B2, and Senior Subordinate Notes to B2
from B3.  The outlook is changed to stable from positive.

Moody's said that JLG's Ba3 corporate family rating reflects the
company's strong competitive position in the global aerial work
platform industry and the telehandler industry, and the continued
improvement in the company's credit metrics.

This improvement has been driven by the success of JLG's cost
reduction initiatives, the strong rebound in North American
economy, and the replacement and expansion of rental fleets as a
result of a robust non-residential construction market.

Credit metrics of 6.5x interest coverage and 1.8x leverage through
the last twelve months ended January 2006 solidly position JLG
within the Ba3 rating category.

These strengths, however, are balanced against the ongoing
cyclicality of the non-residential construction market and the
potential for JLG to pursue further growth initiatives which could
require incremental capital investment.

The company's current strong liquidity profile, with balance sheet
cash exceeding $183 million as of January 29, 2006, should enable
the company to fund growth without incurring significant
additional financial leverage.

Consequently, even in consideration of a modest cyclical downturn
in business trends, Moody's anticipates that JLG will maintain
appropriate financial metrics for the Ba3 rating.

JLG industries, Inc., headquartered in McConnellsburg,
Pennsylvania, with executive offices in Hagerstown, Maryland, is a
leading manufacturer of aerial work platforms and telehandlers.


JORGE FERREIRA: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jorge Enrique Ferreira
        1278 Vernon Court
        Chula Vista, California 91913

Bankruptcy Case No.: 06-01176

Chapter 11 Petition Date: May 22, 2006

Court: Southern District of California (San Diego)

Judge: James W. Meyers

Debtor's Counsel: Thomas B. Gorrill, Esq.
                  401 West "A" Street, Suite 1770
                  San Diego, California 92101
                  Tel: (619) 237-8889

Total Assets: $1,751,335

Total Debts:  $1,507,801

Debtor's 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
MMCA/C1                                                 $20,928
6150 Omni Park Drive
Mobile, AL 36609

Sallie Mae 3rd Party LSC         Student Loan           $11,760
1002 Arthur Drive
Lynn Haven, FL 32444

Pt Loma Fed CR Union             Automobile Loan         $9,749
9420 Farnham Street
San Diego, CA 92123

GEMB/At Home With Bass           Credit Line             $6,998

MCYDSNB                          Credit Card             $3,535

CBUSASEARS                       Credit Card             $1,022

Union Bank                       Draft Protection          $968

Chase/CC                         Credit Card               $962

GEMB/MERVYNS                     Credit Card               $859

GEM/MENS                         Credit Card               $204

PIER 1/NB                        Credit Card               $185


JP MORGAN: Moody's Places Low-B Rating on 2 Cert. Classes
---------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
notes issued by J.P. Morgan Mortgage Acquisition Trust 2006-NC1,
and ratings ranging from Aa1 to Ba2 to the subordinate notes in
the deal.

The securitization is backed by New Century Mortgage Corporation
originated, adjustable-rate and fixed-rate, subprime mortgage
loans acquired by J.P. Morgan Mortgage Acquisition Corp.  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 benefit from an interest-
rate swap agreement provided by JPMorgan Chase Bank, National
Association. Moody's expects collateral losses to range from 4.35%
to 4.85%.

JPMorgan Chase Bank, National Association will service the loans.

The Complete Rating Actions:

J.P. Morgan Mortgage Acquisition Trust 2006-NC1

Asset-Backed Pass-Through Certificates, Series 2006-NC1

   * Cl. A-1, Assigned Aaa
   * Cl. A-2, Assigned Aaa
   * Cl. A-3, Assigned Aaa
   * Cl. A-4, Assigned Aaa
   * Cl. A-5, Assigned Aaa
   * Cl. M-1, Assigned Aa1
   * Cl. M-2, Assigned Aa2
   * Cl. M-3, Assigned Aa3
   * Cl. M-4, Assigned A1
   * Cl. M-5, Assigned A2
   * Cl. M-6, Assigned A3
   * Cl. M-7, Assigned Baa1
   * Cl. M-8, Assigned Baa2
   * Cl. M-9, Assigned Baa3
   * Cl. M-10, Assigned Ba1
   * Cl. M-11, Assigned Ba2


JUNIPER NETWORKS: E.N.Y. Atty. Investigates Stock Options Grant
---------------------------------------------------------------
Juniper Networks, Inc. (Nasdaq:JNPR), received a request for
information from the office of the United States Attorney for the
Eastern District of New York relating to the Company's granting of
stock options.

In addition, the Board's audit committee is reviewing the
Company's historical stock option granting practices.  The audit
committee will be assisted by independent counsel and advisers.

According to Juniper Chairman and CEO Scott Kriens, "Juniper is a
quality company whose success is the byproduct of an unwavering
commitment to customers, employees, partners and shareholders.
This will not change.  We will remain focused on our business
objectives while we respond to these inquiries."

                     About Juniper Networks

Juniper Networks, Inc. -- http://www.juniper.net/-- is the leader  
in enabling secure and assured communications over a single IP
network.  The company's purpose-built, high performance IP
platforms enable customers to support many different services and
applications at scale.   Service providers, enterprises,
governments and research and education institutions worldwide rely
on Juniper Networks to deliver products for building networks that
are tailored to the specific needs of their users, services and
applications.  Juniper Networks' portfolio of proven networking
and security solutions supports the complex scale, security and
performance requirements of the world's most demanding networks.  

                         *     *     *

Standard & Poor's Ratings Services raised its corporate credit
rating on Mountain View, California-based Juniper Networks Inc. to
'BB' from 'B+' in June 2005.  S&P said the outlook is stable.


JUNIPER NETWORKS: S&P Puts BB Corp. Credit Rating on Neg. Watch
---------------------------------------------------------------
Standard & Poor's Rating Services placed its ratings on Juniper
Networks Inc., including its 'BB' long-term and 'B-1' short-term
corporate credit ratings, on CreditWatch with negative
implications.
     
The action follows Juniper's announcement that it had received a
request for information from the office of the United States
Attorney for the Eastern District of New York relating to the
company's granting of stock options.  Juniper is fully cooperating
with the inquiry.

The audit committee of the company's board of directors is also
reviewing the company's stock option granting practices, assisted
by independent counsel and advisers.  While it is too early to
assess the outcome of the investigations, Juniper's substantial
liquidity (cash and financial assets totaled $2.0 billion at March
30, 2006, compared to $400 million rated debt) should cushion the
downside risk to the rating.
     
Standard & Poor's will monitor events to assess what impact, if
any, these developments may have on the ratings on Juniper.


LEVITZ HOME: Rejects Eleven Store Subleases
-------------------------------------------
Nicholas M. Miller, Esq., at Jones Day, in New York, notifies the
U.S. Bankruptcy Court for the Southern District of New York that
Levitz Home Furnishings, Inc., and its debtor-affiliates rejected
11 Store Subleases, effective as of May 4, 2006, and abandoned
their interest in any personal property located at the Premises --
all located at River Edge, New Jersey.

The Tenants of the 11 Store Subleases are:

    * River Edge Diamond Deli;
    * Hairport;
    * Brackett Cleaners;
    * Pills, Inc., doing-business-as Manor Pharmacy;
    * River Edge Pizza;
    * River Edge Hardware;
    * Babylon Restaurant;
    * Howard Chung & Hirokazu;
    * KEPA III, Inc.;
    * H&R Block Eastern Tax Services, Inc.; and
    * Nicholas Porreca, Susan Haemmerle, & Mary Ellen Iazzetti,
      doing business as Hair Biz

                        About Levitz Home

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of   
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts.  Jay R. Indyke, Esq., at Kronish Lieb Weiner & Hellman
LLP represents the Official Committee of Unsecured Creditors.
Levitz sold substantially all of its assets to Prentice Capital on
Dec. 19, 2005.  (Levitz Bankruptcy News, Issue No. 13 Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LONG BEACH: Moody's Puts Low-B Rating on 2 Certificate Classes
--------------------------------------------------------------  
Moody's Investors Service assigned a rating of Aaa to the senior
certificates issued by Long Beach Mortgage Loan Trust 2006-A, and
ratings ranging from Aa2 to Ba2 to the subordinate certificates in
the deal.

The securitization is backed by Long Beach Mortgage Company
originated second lien fixed-rate mortgages.  The ratings are
based primarily on the credit quality of the loans, and on the
protection from subordination, overcollateralization, and excess
spread.  Moody's expects collateral losses to range from 10.00% to
11.00%.

Long Beach Mortgage Company will act as master servicer and
Washington Mutual Bank will act as a servicer.  Moody's has
assigned Washington Mutual its servicer quality rating as a
primary servicer of subprime loans.

The Complete Rating Actions:

Issuer: Long Beach Mortgage Loan Trust 2006-A

   * Cl. A-1, Assigned Aaa
   * Cl. A-2, Assigned Aaa
   * Cl. A-3, Assigned Aaa
   * Cl. M-1, Assigned Aa2
   * Cl. M-2, Assigned Aa3
   * Cl. M-3, Assigned A2
   * Cl. M-4, Assigned A3
   * Cl. M-5, Assigned Baa1
   * Cl. M-6, Assigned Baa2
   * Cl. M-7, Assigned Baa3
   * Cl. B-1, Assigned Ba1
   * Cl. B-2, Assigned Ba2


MARMION INDUSTRIES: Recurring Losses Prompt Going Concern Doubt
---------------------------------------------------------------
Sherb & Co., LLP, in New York, New York, raised substantial doubt
about Marmion Industries Corp.'s ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's recurring losses from operations and working
capital deficit.

The Company reported a $2,276,487 net loss on $2,491,736 of
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $771,341 in
total assets and $1,303,083 in total liabilities, resulting in a
$531,742 in stockholders' deficit.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $646,647 in total current assets available to pay $1,259,796
in total current liabilities coming due within the next 12 months.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?99b

Headquartered in Houston, Texas, Marmion Industries Corp.
(OTCBB:MMIO) -- http://www.marmionair.com/-- manufactures and  
markets explosion-proof air conditioners, refrigeration systems,
chemical filtration systems, and building pressurizers.


MAULDIN-DORFMEIER: Court Confirms Second Amended Chapter 11 Plan
----------------------------------------------------------------
The Hon. Whitney Rimel of the U.S. Bankruptcy Court for the
Eastern District of California confirmed the Second Amended Plan
of Reorganization filed by Mauldin-Dorfmeier Construction, Inc.

The Court determined that the Plan satisfies the 13 standards for
confirmation under Section 1129(a) of the Bankruptcy Code.

               Summary of Second Amended Plan

Under the Plan, the Debtor will liquidate and reduce to cash all
of its remaining assets in a manner consistent with the
realization of fair value for those assets.  

The assets not liquidated and reduced to cash will be abandoned.
Any planned abandonment of assets will not take place until after
notice by the Debtor to creditors and other parties-in-interest
and an opportunity for those parties to object to the abandonment
pursuant to the relevant provisions of the Bankruptcy Code and the
Federal Rules of Bankruptcy Procedure.

A post-confirmation Committee of Unsecured Creditors will be
formed on the effective date of the Plan to supervise the Debtor's
progress in the liquidation of assets.  If in the view of the
Committee the Debtor is not acting in the estates' best interest,
the Committee has the right and power to seek appointment of a
liquidating agent or conversion of the case to chapter 7.

                   Payment to Creditors

Under the Plan, an initial distribution will be made after the
Plan's confirmation for all allowed administrative and priority
claims at $500,000, of which $250,000, will be paid to
administrative convenience class of unsecured creditors.

All allowed general unsecured and surety claims will receive a pro
rata share of the remaining available cash within 90 days of the
effective date.  Subsequent distributions of available cash will
be made every six months provided the Debtor will not be obligated
to make a subsequent distribution until the available cash exceeds
$200,000.

A full-text copy of the Second Amended Plan of Reorganization is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=060523224817

Headquartered in Fresno, Calif., Mauldin-Dorfmeier Construction,
Inc., provides construction services.  The Company is owned 50%
each by Patrick Mauldin and Alan Dorfmeier, who are president
and vice president, respectively.  The Company filed for chapter
11 protection on Feb. 29, 2005 (Bankr. E.D. Calif. Case No.
05-11402).  Riley C. Walter, Esq., at Walter Law Group, represents
the Debtors in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it estimated between $10
million to $50 million in assets and debts.


MAXTOR CORP: Completes $1.9 Bil. Asset Sale to Seagate Technology
-----------------------------------------------------------------
Maxtor Corporation completed its sale of assets to Seagate
Technology.  The combined company retains the Seagate name and
continues to be listed on the New York Stock Exchange as "STX."  
Maxtor common stock has ceased to trade on the New York Stock
Exchange.

According to Maureen Dowd of Reuters, Seagate plans to cut 6,000
jobs as part of its $1.9 billion acquisition of the Maxtor.

The integration of former Maxtor operations into Seagate is
expected to be substantially completed by early calendar 2007,
with an earnings per share accretion target of 10-20% after the
first year of combined operations.

"This is an exciting time for Seagate and for our industry," Bill
Watkins, Seagate president and CEO, said.  "The demand for storage
is at record levels globally and is continuing to grow.  The past
twenty years was about digitizing the workplace; the next decade
will be focused on digitizing your lifestyle.  As a result of this
acquisition, we believe Seagate has the enhanced scale and
capacity to better drive technology advances and accelerate
delivery of a wide range of differentiated products and cost-
effective solutions to a growing customer base."

"Our integration teams have made excellent progress on addressing
customer requirements, continuity of supply, the optimization of
manufacturing and production capacity, and workforce planning,"
Dave Wickersham, executive vice president and COO, said.  "As a
result we have an opportunity to substantially complete our
integration plan in six to nine months."

"We are encouraged by the dialogue we've had with customers and
are confident that the combined company will deliver more
compelling products and services more efficiently to them," Brian
Dexheimer, executive vice president, Global Sales and Marketing,
said.  "Our integration plan is designed to ensure revenue
retention by executing a seamless transition to Seagate products
for Maxtor customers and by continuing to meet the product,
supply, quality and cost demands of our total combined customer
base."

Seagate estimates that approximately 50% of Maxtor's worldwide
employees will be offered positions with the combined company
moving forward, with the vast majority of those located in Asia
Pacific manufacturing operations.

Adding to Seagate's own line of branded products, Seagate will
retain a full range of Maxtor branded retail solutions.  Maxtor is
the leading brand name in the retail space and it will
significantly strengthen Seagate's overall position in this
burgeoning market.  The combination of the two brands and the
associated product lines represents the widest, most
differentiated storage offering available to consumers.

                          About Seagate

Headquartered in Scotts Valley, California, Seagate Technology --
http://www.seagate.com/-- is the worldwide leader in the design,  
manufacturing and marketing of hard disc drives, providing
products for a wide-range of Enterprise, Desktop, Mobile
Computing, and Consumer Electronics applications.  Seagate's
business model leverages technology leadership and world-class
manufacturing to deliver industry-leading innovation and quality
to its global customers, and to be the low cost producer in all
markets in which it participates.  The company is committed to
providing award-winning products, customer support and reliability
to meet the world's growing demand for information storage.
    
                          About Maxtor

Headquartered in Milpitas, California, Maxtor Corporation --
http://www.maxtor.com/-- is one of the world's leading suppliers  
of hard disk drives and consumer storage solutions.  The Company
has an expansive line of storage products for desktop computers,
storage systems, high-performance Intel-based servers, and
consumer electronics. Maxtor has a reputation as a proven market
leader, built by consistently providing high-quality products,
services and support for its customers.

                          *      *       *

As reported in the Troubled Company Reporter on Dec. 23, 2005,
Moody's Investors Service placed the ratings of Maxtor Corporation
under review for a possible upgrade.  Moody's review of Maxtor's
ratings for a possible upgrade will consider the stronger credit
profile of Seagate and assess whether Seagate intends to legally
guarantee Maxtor's debt.

Maxtor's ratings placed on review for possible upgrade include B2
rating to Maxtor's remaining $135 million of the $230 million 6.8%
convertible senior notes, due 2010; Caa1 rating to Maxtor Corp.'s
$60 million 5-3/4% convertible subordinated debentures, due 2012;
and B2 Corporate Family Rating to Maxtor.


MCCLATCHY CO: To Sell Philadelphia Newspapers, Inc. for $562 Mil.
-----------------------------------------------------------------
The McClatchy Company (NYSE: MNI) signed a definitive agreement to
ell Philadelphia Newspapers, Inc. to Philadelphia Media Holdings
LLC in a transaction valued at $562 million.

The purchase covers the Philadelphia Inquirer and Philadelphia
Daily News, both daily newspapers, and related media assets
including philly.com.  Philadelphia Media Holdings was formed by a
group of local investors headed by advertising executive Brian
Tierney for the purpose of acquiring these assets.  The two
newspapers are currently owned by Knight-Ridder, Inc., which
McClatchy has agreed to acquire.  The parties intend to close the
transaction within roughly the same time frame as the close of
McClatchy's Knight Ridder acquisition, which is expected this
summer.

"This agreement represents a classic win-win deal -- good for
McClatchy, good for the buyers and good for Philadelphia," Gary
Pruitt, Chief Executive Officer of McClatchy, said.  "We are
delighted to receive a full, fair price consistent with our
projections, and further gratified about the buyer's commitment to
the community, to good journalism and to the heritage of both
these fine newspapers.  We couldn't be more pleased with this
result."

"On behalf of the dedicated local investors who have joined
together to purchase the Philadelphia Inquirer, Daily News and
philly.com, this is a day of immense pride and heartfelt
excitement," said Mr. Tierney.  "The next great era of
Philadelphia journalism begins today with this announcement.  We
intend to be long-term owners committed to serving this region
with the vigorous, high- quality journalism we all expect of the
Philadelphia Inquirer, Daily News and philly.com, and we intend to
preserve both papers and their unique and valuable contributions.  
Our plan is to invest in and grow both papers, not allow them to
erode, and we know the employees are eager to join us and get
started doing just that."  Knight Ridder CEO Tony Ridder called
the deal "a great outcome" and said, "One of the most important
considerations in selling these newspapers was to respect and
secure their proud heritage of top journalism and community
service.  We are gratified to have been able to work with
McClatchy and these new owners to see that happen."

Releasing the sale's multiple in this transaction would have the
effect of disclosing the profitability of a single business
peration, which is contrary to McClatchy's practice and against
the buyer's wishes.

"Yet while we cannot supply a multiple, it's important to note
that the price is right in line with our expectations and with our
broader projections for the proceeds to be raised in our
previously announced divestiture process," Mr. Pruitt said.  
McClatchy will receive $515 million in cash proceeds, and PMH will
assume $47 million in pension liabilities.  "We now have
agreements to sell six of the 12 papers to be divested, and we are
confident the remaining six will sell for prices that will put
total receipts above $2 billion, as we projected."

Mr. Pruitt noted that the transaction also demonstrates
McClatchy's commitment to consider a wide range of criteria in
addition to price when selling the papers.  "It's important to
note that despite fears expressed about who might buy the
Philadelphia newspapers and what their intentions might be, we
have secured an agreement that keeps both of them in business and
promises principled ownership for the future," Mr. Pruitt said.

McClatchy has consistently said that in addition to price, it
would place great emphasis on speed and certainty of closing, as
well as the interests of stakeholders including readers, employees
and the communities served.  "That has been our practice in
transactions thus far, and we will apply the same tests going
forward," Mr. Pruitt said.

Mr. Pruitt predicted when announcing McClatchy's deal to buy
Knight Ridder in March that the 12 papers to be divested would
bring a substantial return.

"To buyers whose strategy is a good fit, all of these papers
represent outstanding opportunities that come around only rarely
in our industry.  The emergence of such an impressive group of
dedicated local investors to buy these Philadelphia newspapers is
dramatic proof of that," Mr. Pruitt said.  He expressed confidence
that the remaining papers to be divested will likewise be sold
quickly.  Those deals will be announced as they are signed in the
coming weeks, he said.  The company intends to close all remaining
transactions as rapidly as possible, and as close as possible to
the closure of its Knight Ridder purchase, which is expected this
summer.

                    Knight Ridder Acquisition

On March 13, 2006, McClatchy reported an agreement to acquire
Knight Ridder and its 32 daily newspapers and related assets in a
transaction valued at approximately $6.5 billion based upon
McClatchy's closing stock price on March 10, including $2 billion
in assumed debt.  The multiple on the acquisition was an estimated
9.5 times 2005 Knight Ridder EBITDA.  As part of that report,
McClatchy said it planned to sell 11 of the acquired newspapers
that do not fit with the company's longstanding operating
strategies and acquisition criteria, and to sell the St. Paul
Pioneer Press due to anticipated anti-trust concerns involving
McClatchy's (Minneapolis) Star Tribune.  McClatchy continues to
market six remaining papers it plans to divest and has received
significant interest in all of the publications from potential
bidders around the country.  The papers are the Akron Beacon
Journal (Ohio); Aberdeen American News (South Dakota); Duluth News
Tribune (Minnesota); The Fort-Wayne News-Sentinel (Indiana); Grand
Forks Herald (North Dakota); and The Wilkes-Barre Times Leader
(Pennsylvania).  After McClatchy's planned divestitures and the
close of the Knight Ridder acquisition, The McClatchy Company will
become the nation's second-largest newspaper company measured by
daily circulation (approximately 3.2 million), with 32 daily
newspapers and approximately 50 non-dailies.  The expanded
McClatchy will own leading newspapers in many of the fastest-
growing markets nationwide, with an enhanced portfolio of Internet
assets.

Credit Suisse Securities (USA) LLC served as financial advisor to
McClatchy in this transaction.  Wilson Sonsini Goodrich & Rosati
served as legal counsel to McClatchy, and Dilworth Paxson LLP
served as legal counsel to Philadelphia Media Holdings.

              About Philadelphia Media Holdings LLC

Philadelphia Media Holdings, LLC, a private investment group led
by Brian P. Tierney, was formed in 2006 for the purpose of
acquiring the Philadelphia Inquirer, Daily News, philly.com and
related online assets.  The diverse group includes civic, labor
and corporate leaders, entrepreneurs and private investors who
share a commitment to high quality, locally owned journalism.

                   About The McClatchy Company

Headquartered in Sacramento, California, The McClatchy Company --
http://www.mcclatchy.com/-- is a leading newspaper and Internet  
publisher.  It publishes 12 daily and 16 non-daily newspapers
located in western coastal states, North and South Carolina, and
the Twin Cities of Minneapolis/St. Paul.  McClatchy has daily
circulation of 1.4 million and Sunday circulation of 1.8 million.
McClatchy's newspapers include, among others, the Star Tribune in
Minneapolis, The Sacramento Bee, The Fresno Bee and The Modesto
Bee in California, The News & Observer (Raleigh, N.C.), The News
Tribune (Tacoma, Wash.), the Anchorage Daily News and Vida en el
Valle, a bilingual Spanish weekly newspaper distributed throughout
California's Central Valley.  McClatchy also operates leading
local websites in each of its daily newspaper markets, offering
readers information, comprehensive news, advertising, e-commerce
and other services, and owns and operates McClatchy Interactive,
an interactive operation that provides websites with content,
publishing tools and software development.

                             *   *   *

As reported in the Troubled Company Reporter on April 24, 2006,
Moody's Investors Service assigned a Ba1 Corporate Family Rating
to The McClatchy Company and a Ba1 rating to McClatchy's proposed
$3.75 billion senior unsecured bank credit facility, and lowered
its commercial paper rating to Not Prime from Prime-3.  The rating
actions conclude the review for downgrade initiated on March 13,
2006 in connection with the company's announced $6.5 billion
acquisition of Knight-Ridder.  The rating outlook is stable.


MERILL LYNCH: Moody's Puts Rating on Class B-4 Certs. at Ba1
------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Merrill Lynch Mortgage Investors Trust,
Mortgage Loan Asset-Backed Certificates, Series 2006-AR1, and
ratings ranging from Aa1 to Ba1 to the subordinate certificates in
the deal.

The securitization is backed by Argent Mortgage Company, L.L.C.
originated adjustable-rate and fixed-rate subprime mortgage loans
acquired by Merrill Lynch Mortgage Lending Inc.

The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination, excess spread,
overcollateralization, and an interest rate swap agreement.
Moody's expects collateral loses to range from 4.75% to 5.25%.

Wilshire Credit Corporation will service the loans.  Moody's
assigned Wilshire Credit Corporation its servicer quality rating
SQ2+ as a primary servicer of subprime loans.

The Complete Rating Actions:

Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed
Certificates, Series 2006-AR1

   * Cl. A-1, Assigned Aaa
   * Cl. A-2A, Assigned Aaa
   * Cl. A-2B, Assigned Aaa
   * Cl. A-2C, Assigned Aaa
   * Cl. A-2D, Assigned Aaa
   * Cl. M-1, Assigned Aa1
   * Cl. M-2, Assigned Aa2
   * Cl. M-3, Assigned Aa3
   * Cl. M-4, Assigned A1
   * Cl. M-5, Assigned A2
   * Cl. M-6, Assigned A3
   * Cl. B-1, Assigned Baa1
   * Cl. B-2, Assigned Baa2
   * Cl. B-3, Assigned Baa3
   * Cl. B-4, Assigned Ba1


NUTRAQUEST INC: Files Modified Disclosure Statement in New Jersey
-----------------------------------------------------------------
Nutraquest, Inc., delivered their Modified Disclosure Statement
explaining their Plan of Reorganization to the U.S. Bankruptcy
Court for the District of New Jersey.

                           Plan Funding

The Plan will be financed through the Funding Agreement, the
Ephedra PI Settlement Agreement and the Debtor's cash on hand.  
The Funding Agreement includes:

   -- an amount of $11.1 million under Ephedra PI Settlement
      Agreement;

   -- an aggregate amount of $17.25 million under Park Settlement
      Agreement and the Markowitz Settlement Agreements;

   -- $500,000 under the NAPA claim.

                  Markowitz Settlement Agreement

The Debtor and the Markowitz Class Representatives have agreed to
settle the class claim and action pursuant to a settlement
agreement.  The Markowitz Settlement Agreement provides settlement
of two classes:

   a) the RFA Class -- consists of persons who purchased
      Xenadrine(R) RFA-1 in the U.S., its territories, and the
      Commonwealth of Puerto Rico during the period from April 21,
      1997, to April 1, 2003, excluding, however, those persons
      who purchased in the State of California during the period
      from April 21, 1997, to June 4, 2001; and

   b) the EFX Class -- consists of persons who purchased
      Xenadrine(R) EFX in the U.S., its territories, and the
      Commonwealth of Puerto Rico during the period from Feb. 1,
      2002, to May 22, 2006, inclusive.

The Markowitz Settlement Agreement and the Plan provide that the
Debtor will pay up to $3 million for the notice cost,
administration costs and Class Representative Awards, as well as
all Allpwed Individual Markowitz Class Member Claims asserted by
the members of the RFA Class, and will also pay the Awarded
Attorney's Fees and Costs.

                     Park Settlement Agreement

The Debtor and the Park Class Representative have agreed to settle
the Park Class Claim, the Park Appeal and the Park adversary
proceeding, pursuant to Settlement Agreement.  The Park Settlement
Agreement provides that the Debtor will pay up to the maximum sum
of $8 million for the notice and administration costs incurred in
connection with the implementation and consummation of the Park
Settlement Agreement, the Class Representative Award payable to
the Park Class Representative, as well as the Allowed Individual
Park Class Member Claims.

In addition, the Debtor will pay $4,500,000 in full satisfaction
of any and all attorneys' fees and costs awarded to or claimed by
any counsel for the Park Class.

                            NAPA Action

On March 2003, the NAPA Action was commenced in the Superior Court
of the State of California, County of Napa, by eight district
attorneys and one city attorney against the Debtor, alleging false
and misleading advertising pursuant to the California Business &
Professions Code and seeking civil penalties, injunctive relief
and restitution.

In an effort to resolve this litigation, the Superior Court of
California conducted an all-day mediation session on April 2005.  
The mediation succeeded in narrowing the differences between two
sides but it was unsuccessful in obtaining a settlement.

Although the mediation of the NAPA Action is ongoing and without a
resolution of that litigation acceptable to the Plan Funders, the
Debtor wants to move to estimate the NAPA claim.

                       Overview of the Plan

Under the Plan, Administrative Expense Claims, Priority Tax Claims
and Nontax Priority Claims are entitled to full payment in cash.  
Class 3 Settled Ephedra PI Claims will also be paid in full but
will be treated according to the Ephedra PI Settlement Agreement.

Holders of Class 2 General Unsecured Claims will share, pro rata,
a $50,000 pot funded entirely from the Debtor's cash on hand.

On the effective date of the Plan, the Park Class Claim and all
Individual Park Class Member Claims will be automatically assumed
by the Park Claims Resolution Facility.  Each Individual Park
Class Member Claim will be treated in accordance with the Park
Settlement Agreement.  Only Allowed Individual Park Class Member
Claims will receive monetary distributions under the Plan and the
Park Settlement Agreement.

Similarly, the Markowitz Class Claim and all Individual Markowitz
Class Member Claims will be assumed by the Markowitz Claims
Resolution Facility on the Effective Date.  Each Individual
Markowitz Class Member Claim will be treated in accordance with
the Markowitz Settlement Agreement.  Only Allowed Individual
Markowitz Class Member Claims will receive monetary distributions
under the Plan and the Markowitz Settlement Agreement.

Each holder of an Allowed Class 6 Claim will be paid in full and
final satisfaction on the Effective Date, of all claims, rights
and causes of action that have been asserted or could have been
against the Defendants in the NAPA Action.

The current interests holders will retain their Interests under
the Plan.

A full-text copy of Nutraquest's Modified Disclosure Statement is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=060522040552

Headquartered in Manasquan, New Jersey, Nutraquest, Inc., is the
marketer of the ephedra-based weight loss supplement, Xenadrine
RFA-1.  The Company filed for chapter 11 protection on October 16,
2003 (Bankr. N.J. Case No. 03-44147).  Andrea Dobin, Esq., and
Simon Kimmelman, Esq., at Sterns & Weinroth, P.C. represent the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million.


PERFORMANCE TRANSPORTATION: Court Clarifies Feb. Insurance Order
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
grants Performance Transportation Services, Inc., and its debtor-
affiliates' request to clarify a February 2006 Insurance Order.

As reported in the Troubled Company Reporter on April 26, 2006,
the Court authorized the Debtors to:

   a. maintain postpetition financing of insurance premiums
      and its renewals; and

   b. pay prepetition premiums necessary to maintain insurance
      coverage in current effect.

The Debtors believed the February 26 Insurance Order authorized th        
em to enter into the New PFAs and provides AFCO with appropriate
assurances of the enforceability of the customary terms.  

However, AFCO required the Debtors to obtain an order clarifying
the Insurance Order.  Specifically, AFCO wanted a Clarification
Order explicitly providing that:

   * AFCO is granted a first and only priority security interest
     in:

        (i) any and all unearned premiums and dividends which may
            become payable under the financed insurance policies
            for whatever reason; and

       (ii) loss payments that reduce the unearned premiums,
            subject to any mortgagee or loss payee interests.

   * The Debtors are directed to pay AFCO all sums due pursuant
     to the New PFAs.

   * The full rights of AFCO pursuant to the New PFAs and
     controlling state law are fully preserved and protected, and
     are and will remain unimpaired by the pendency of the
     Debtors' Chapter 11 cases or any subsequent conversion to
     Chapter 7 or any subsequent appointment of a trustee.

   * In the event that the Debtors default on the terms of the
     New PFAs, AFCO may exercise rights as it may otherwise have
     under state law, but for the pendency of the Debtors'
     Chapter 11 cases and, without the necessity of further
     application to the Court, cancel all insurance policies
     listed on the New PFAs, and receive and apply all unearned
     insurance premiums to the account of the Debtors.  In the
     event that, after the application of unearned premiums, any
     sums still remain due to AFCO pursuant to the New PFAs, the
     deficiency will be deemed an administrative expense of the
     estate.

                     Court's Clarification

Among others, the Court makes it clear that AFCO Credit
Corporation is granted a first and only priority security interest
in:

   -- any unearned premiums and dividends that may become payable
      under the financial insurance policies for whatever reason;  
      and

   -- loss payments which reduce the unearned premiums, subject
      to any mortgagee or loss payee interests.

The Court directs the Debtors to pay AFCO all sums due pursuant
to the New Premium Financing Agreements.

                Debtors Seek Another Clarification

Garry M. Graber, Esq., at Hodgson Russ LLP, in Buffalo, New York,
informs Judge Kaplan that upon entry of the clarifying order, the
premiums due under the AIG Insurance Program were funded and the
Insurance Program was established subject to certain
documentation requirements that the Debtors are in the process of
completing.  The Insurance Program will allow the Debtors to
continue to operate in accordance with state law and will result
in approximately $1,300,000 in annualized savings when compared
to the Debtors' other insurance options.

While the Insurance Program allows the Debtors to operate in
compliance with the laws of most states, Mr. Graber reports that
the state of Ohio has particular requirements relating to
workers' compensation.  In particular, employers in Ohio must
obtain workers' compensation insurance from compulsory state
funds or qualify as a self-insurer.

The Debtors have previously been qualified as a self-insurer.  
The Debtors had a $1,000,000 bond posted with the state of Ohio,
which expired in March 2005.

Ohio is now requiring the Debtors to provide a new bond in light
of the increase in the Debtors' workers' compensation claims
exposure over the past year.  Mr. Graber says certain affiliates
of AIG have agreed to provide the Debtors with a $2,488,000
surety bond to maintain the Debtors' self-insured status.

According to Mr. Graber, the Debtors must establish an escrow
account to be funded by the Debtors for the benefit of the Surety
in an amount that is 105% of the face value of the surety bond.  
This amount is contemplated in the Debtors' budget under their
postpetition financing.

The Debtors also must execute an indemnity agreement with the
Surety to hold the Surety harmless and indemnify it for any loss
and expenses incurred in connection with the Surety Program.

Without the Surety Program, the Debtors would be compelled to
enter into Ohio's state workers' compensation insurance pool.  If
the Debtors were forced to enter into the state pool, they would
incur additional estimated costs ranging from $5,000,000 to
$6,000,000 annually.

Mr. Graber notes that the Insurance Order provides the Debtors
with the general authority to enter into both the Insurance
Program and the Surety Program.

Out of an abundance of caution, however, AIG has asked the
Debtors to seek clarification whether the Surety Program falls
within the ambit of the Insurance Order and for AIG's specific
rights under the Insurance Program.

As previously reported, the Debtors entered into new insurance
policies with AIG's Nation Union Fire Insurance Company of
Pittsburgh, PA, pursuant to the Insurance Order.  In connection
with establishing the Insurance Program, the Debtors amended
their postpetition credit agreement to allow for the issuance of
a $10,500,424 letter of credit.

The Debtors believe that the Insurance Order provides them with
the general authority to enter into both the Insurance Program
and the Surety Program.

At the Debtors' request, the Court clarifies that the Insurance
Order authorizes them to enter into the Surety Program and the
Insurance Program.  The Clarification Order also provides for
these terms:

   a. The Debtors are authorized and directed to pay their
      obligations under the Insurance Program and the Surety
      Program in the ordinary course of business, in accordance
      with the terms of the Programs without further Court order.

   b. In the event of the Debtors' default under the Programs,
      the Insurer or the Surety may exercise all contractual
      rights in accordance with the Programs without further
      Court order, including their rights to:

         (i) cancel the Programs;

        (ii) foreclose on any collateral in which they have a
             security interest and which may be subject to the
             automatic stay; and

       (iii) receive and apply the unearned or returned premiums
             to the Debtors' outstanding obligations to the
             Insurer or Surety.

   c. The reimbursement obligations and other obligations under
      the Programs will be administrative obligations entitled to
      priority under Section 503(b) of the Bankruptcy Code.  
      Inasmuch as the Debtors are to meet their obligations under
      the Programs without further Court authorization, no
      additional proof of claim or request for payment of
      administrative expenses need be filed by the Insurer or
      Surety.  The Insurer or Surety will be exempt from any bar
      date that may be issued for the filing of any proof of
      claim relating to administrative expenses.

   d. All collateral or security held at this time by the Insurer
      and the Surety and all prior payments to them under the
      Programs are approved, and they are authorized to retain
      and use the collateral or security in accordance with its
      terms.

   e. The Insurer and Surety may adjust, settle and pay insured
      claims, utilize funds provided for that purpose, and
      otherwise carry out the terms and conditions of the
      Programs, without further Court approval.

   f. The Programs may not be altered by any plan of
      reorganization filed in the Debtors' Chapter 11 cases and
      will survive any plan.  Nothing in any confirmed plan of
      will impair the interests of the Insurer and Surety in the
      collateral that they hold or in any collateral that they
      may receive in accordance with the Clarification Order.

                About Performance Transportation

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest  
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PERFORMANCE TRANSPORTATION: Wants More Time to Decide on Leases
---------------------------------------------------------------
As of May 3, 2006, Performance Transportation Services, Inc., and
its debtor-affiliates are parties to over 30 unexpired
nonresidential real property leases, Sven T. Nylen, Esq., at
Kirkland & Ellis LLP, at Chicago, Illinois, relates.

Among others, the Debtors' headquarters and substantially all of
their terminals are located on leased property.  At the terminals,
the Debtors receive and respond to customer orders.  The
terminals, Mr. Nylen asserts, represent a critical component of
the Debtors' operations.

Mr. Nylen tells the U.S. Bankruptcy Court for the Western District
of New York that the Debtors' ultimate business plan, on which the
reorganization will also focus, will determine which terminals
must be retained.

To develop a framework for the design of a new business plan, the
Debtors must complete negotiations with their customers and labor
unions.  Until they determine how these negotiations might affect
their financial outlook, the Debtors cannot determine the
profitability of the Unexpired Leases on an individual basis.

Section 365(d)(4) of the Bankruptcy Code, as amended by the
Bankruptcy Abuse Prevention and Consumer Protection Act of 2005,
which became effective on October 17, 2005, provides, in
pertinent part, that an unexpired nonresidential real property
lease will be deemed rejected "if the trustee does not assume or
reject the unexpired lease by the earlier of --

     (i) the date that is 120 days after the [Petition Date]; or

    (ii) the date of the entry of an order confirming a plan."

Under Section 365(d)(4)(B)(i), the court may extend the Lease
Decision Period, prior to the expiration of the 120-day period,
for 90 days on the request of the trustee or lessor for cause.  
If the court grants an extension, Section 365(d)(4)(B)(ii) says
the court may grant a subsequent extension only upon prior
written consent of the lessor in each instance.

Against this backdrop, the Debtors ask Judge Kaplan to extend the
time within which they must assume or reject the Unexpired Leases
to and including August 23, 2006.

Mr. Nylen explains that premature assumption of the Leases may
harm the Debtors' estate.  By rejecting the Unexpired Leases, the
Debtors may lose one or more of the Leases that may be essential
to the their business operations and reorganization.  On the
other hand, premature assumption could require the Debtors to
cure prepetition claims, therefore paying unsecured claims or
locking into large administrative priority obligations, before an
informed decision can be made.

                About Performance Transportation

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest  
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PERFORMANCE TRANSPORTATION: May Remove Civil Actions Until Aug. 4
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
extends the period within which Performance Transportation
Services, Inc., and its debtor-affiliates may file notices of
removal with respect to any actions that are subject to removal
under Section 1452 of the Judiciary Code.  The Debtors' Removal
Period is extended to and including the later to occur of:

   a. August 4, 2006; or  

   b. the day that is 30 days after the entry of an order  
      terminating the automatic stay with respect to the  
      particular action sought to be removed.

The Debtors are party to several legal actions pending in various
tribunals, Garry M. Graber, Esq., at Hodgson Russ LLP, in Buffalo,
New York, told Judge Kaplan.  Going forward, the Debtors believed
additional actions may be filed against them.

According to Mr. Graber, the Debtors have been working diligently
on a number of critical matters since the Petition Date.  Among
others, the Debtors and their professionals have been focusing
on:

   -- the numerous issues that arise while assuring that the
      Debtors' transition into Chapter 11 does not disrupt their
      business operations;

   -- preparing and filing their schedules of assets and
      liabilities and statements of financial affairs; and

   -- responding to the Official Committee of Unsecured
      Creditors' requests for information and the production of
      documents.

More importantly, Mr. Graber added, the Debtors have been
concentrating on analyzing and evaluating current operations, with
an eye toward developing a viable exit strategy and blueprint for
future success.  Thus, the Debtors have not completed a thorough
analysis of the Actions or developed a strategy.

The Debtors asserted that the extension will afford them an
opportunity to make fully informed decisions concerning the
potential removal of all Actions and will assure that they do not
forfeit valuable rights.  

Mr. Graber assured the Court that the rights of the Debtors'
adversaries will not be prejudiced by the extension because, in
the event that a matter is removed, the other parties to the
Actions may seek to have the action remanded.

                  About Performance Transportation

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest  
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PERINI CORP: Plans to Offer $100 Million of Senior Notes due 2013
-----------------------------------------------------------------
Perini Corporation intends to offer, subject to market and other
conditions, $100 million of Senior Notes due 2013.  The Notes will
be guaranteed by certain of Perini Corporation's subsidiaries.  
The proceeds from the sale of the Notes will be used to repay the
term loan outstanding under Perini Corporation's existing credit
facility and for general corporate purposes.

The Notes will be issued in a private placement and are expected
to be resold by the initial purchaser to qualified institutional
buyers under Rule 144A under the Securities Act of 1933, as
amended, to persons outside of the United States under Regulation
S under the Securities Act and to certain institutional accredited
investors within the meaning of Rule 501(a)(1), (2), (3) or (7)
under the Securities Act.

The Notes have not been registered under the Securities Act and
may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

Headquartered in Framingham, Massachusetts, Perini Corporation --
http://www.perini.com/-- provides general contracting, including  
building and civil construction, and construction management and
design/build services to private clients and public agencies in
the U.S. and selected overseas locations.  Founded 110 years ago
as a small, civil works contractor, Perini is known today for its
hospitality and gaming projects, and for its corrections, health
care, sports, entertainment and educational expertise.  The
Company consistently reports annual revenues in excess of $1
billion with a current construction backlog of approximately $1.29
billion.  Civil infrastructure continues to be a focus of the
company, which is continually engaged in large and complex civil
construction projects.  Perini Management Services, Inc delivers
the full breadth of the Company's resources and expertise to
international assignments.


PERINI CORP: Moody's Rates $100 Million Sr. Unsec. Notes at B2
--------------------------------------------------------------
Moody's assigned a B1 corporate family rating to Perini and rated
the company's $100 million senior unsecured notes due 2013 B2.
Moody's also assigned a SGL-3 speculative grade liquidity rating
to the company.  The ratings reflect Moody's belief that the
company's recent financial performance and capitalization is in
line with a B1 ratings and that the outlook for the company is
promising given its significant backlog.

Moody's notes that several of the company's financial ratios are
strong for the ratings category including its free cash flow to
total debt and its leverage ratios.

The key rating factors currently influencing Perini's ratings:

   * high revenue volatility;
   * significant revenue concentration; strong financial free
     cash flow and leverage metrics for the ratings category
     offset somewhat by light book capitalization relative to its
     size;
   * significant history of lawsuits.

The ratings outlook is stable to reflect the company's large
backlog and recent years' solid growth.

Moody's previous ratings action on Perini was in
December 29, 1999, when the company's ratings related to its
preferred stock were withdrawn.

Headquartered in Framingham, Massachusetts is a general contractor
and construction design company that operates three segments:
Building, Civil, and Management Services.  Total revenues for the
year ended December 31, 2005 were approximately $1.7 billion.


PERINI CORP: S&P Rates Proposed $100 Million Senior Notes at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Framingham, Massachusetts-based engineering and
construction provider Perini Corp.
     
At the same time, Standard & Poor's assigned its 'BB-' senior
unsecured rating to the company's proposed $100 million senior
notes due 2013.  The outlook is stable.  Pro forma total adjusted
debt at March 31, 2006, was about $152 million.
     
Proceeds will be used to repay a portion of the firm's
indebtedness and for general corporate purposes.  The senior
unsecured notes are rated the same as the corporate credit rating
since Perini's secured debt and other priority liabilities are not
collectively sufficient to warrant notching down.
      
"The speculative-grade ratings on the company reflect our weak
business risk profile assessment, with Perini holding defensible
market positions in niche markets of the highly cyclical and
fragmented E&C sector, its acquisition-oriented business strategy,
and thin operating margins, which leave limited room for project
execution challenges," said Standard & Poor's credit analyst
Daniel DiSenso.

Standard & Poor's ratings assessment also incorporates Perini's
aggressive financial risk profile characterized by:

   * fair liquidity,
   * modest free cash flow generation, and
   * limited use of debt leverage.
     
With 2005 revenues of approximately $1.7 billion, Perini is the
24th largest domestic contractor, according to Engineering News
Record.  The company has well-established leading positions within
the hotel and casino (number one) and sports entertainment (number
three) markets, but much smaller market presence in the civil,
general industrial, and government service markets.


PIER 1: Will Hold Annual Stockholders Meeting on June 22
--------------------------------------------------------
Pier 1 Imports, Inc., will hold its annual stockholders meeting at
10:00 a.m. on June 22, 2006, at the Fort Worth Club, Trinity Room,
306 West 7th Street in Fort Worth, Texas.

Pier 1 stockholders will be asked to:

   (1) elect seven directors to hold office until the next annual
       meeting of shareholders;

   (2) vote on a proposal to approve the Pier 1 Imports 2006 Stock
       Incentive Plan; and

   (3) transact any other business as may properly come before the
       annual meeting.

The Board of Directors of Pier 1 has established the close of
business on April 24, 2006, as the record date for the
determination of shareholders entitled to vote at the annual
meeting.

A full-text copy of the Company's proxy statement is available for
free at http://ResearchArchives.com/t/s?9a1

Pier 1 Imports, Inc. -- http://www.pier1.com/-- is North   
America's largest specialty retailer of imported decorative home
furnishings and gifts with Pier 1 Imports(R) stores in 49 states,
Puerto Rico, Canada, and Mexico and Pier 1 Kids(R) stores in the
United States.

                           *     *     *

As reported in the Troubled Company Reporter on May 8, 2006,
Standard & Poor's Ratings Services' 'B' corporate credit and 'B-'
unsecured debt ratings on Fort Worth, Texas-based Pier 1 Imports
Inc. remained on CreditWatch with negative implications.


PINNACLE ENTERTAINMENT: S&P Revises Watch Implication to Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications on Las Vegas-based casino owner and operator Pinnacle
Entertainment Inc. to positive from negative.  

The CreditWatch revision follows the company's announcement
that its offer to acquire Aztar Corp. for $51.00 per share had
been terminated.  As a result, the company has received an
approximately $78 million break-up fee, a portion of which will be
utilized for transaction-related expenses, which is in accordance
with its previous merger agreement with Aztar.   
     
In resolving its CreditWatch listing, Standard & Poor's will meet
with Pinnacle's management to review its financial policies and
future operating strategies.  If an upgrade were the ultimate
outcome of Standard & Poor's analysis, it would be limited to a
one notch to 'BB-'.  
     
At March 31, 2006, Pinnacle had about $637 million of debt
outstanding.


POMFRET PLANTATION: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Pomfret Plantation LLC
        P.O. Box C
        Marion Station, Maryland 21838

Bankruptcy Case No.: 06-12930

Type of Business: The Debtor operates a Federal-style
                  lodging house.  See
                  http://www.pomfretplantation.com

Chapter 11 Petition Date: May 22, 2006

Court: District of Maryland (Baltimore)

Judge: E. Stephen Derby

Debtor's Counsel: Stephen M. Hearne, Esq.
                  105 West Main Street, 2nd Floor
                  Salisbury, Maryland 21801
                  Tel: (410) 860-6606
                  Fax: (410) 749-6390

Total Assets: $6,535,100

Total Debts:  $6,423,370

Debtor's 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Bruce Flemming                   Business Loan         $400,000
739 Governor Bridge Road
Davidsonville, MD 21035

Tammie Lewis                     Business Loan         $350,000
Revocable Trust
6721 Oak Ridge Drive
Hebron, MD 21830

Gordon & Company Ltd.            Trade Debt            $143,825
201 Fourth Street
Pocomoke City, MD 21851

John Winans                      Business Loan         $100,000

Jessie Flemming                  Business Loan         $100,000

William Wilkinson                Business Loan          $75,000

Fredricka Harrington             Business Loan          $50,000

Kathy Gordon                     Trade Debt             $24,943

Tammy Simpson                    Trade Debt             $20,840

Earthdata                        Trade Debt              $6,000

PG Development                   Trade Debt              $4,862

Coates Trust                     Trade Debt              $4,000

Becker Morgan                    Trade Debt              $2,500

McCrone, Inc.                    Trade Debt              $1,400


PRINCETON OMEGA: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Princeton Omega Holding Corp.
        3900 Neptune Avenue
        Brooklyn, New York 11224

Bankruptcy Case No.: 06-41677

Chapter 11 Petition Date: May 23, 2006

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Rachel S. Blumenfeld, Esq.
                  395 Pearl Street, 2nd Floor
                  Brooklyn, New York 11201
                  Tel: (718) 338-4114
                  Fax: (718) 338-9699

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Larry Grunfeld                   Business Loan         $600,000
4115 Quentin Road
Brooklyn, NY 11201

PPL Electric Utilities           Electric Utilities      $1,931
2 North 9th Street
RPC - GENN
Allentown, PA 18101-1175

City of Lock Haven               Water Bill                $176
Water Department
20 East Church Street
Lock Haven, PA 17748-2599


RENT-A-CENTER: Moody's Lifts Rating on $330 Million Notes to Ba3
----------------------------------------------------------------
Moody's Investors Service upgraded the senior subordinated notes
of Rent-A-Center, Inc to Ba3 and affirmed all other ratings.  The
upgrade of the senior subordinated notes is prompted by Moody's
notching policy for subordinated debt relative to the corporate
family rating.

The continuation of the positive outlook reflects Moody's opinion
that ratings could be upgraded over the medium-term once the
company establishes a lengthier track record of sales improvement
and Moody's becomes more comfortable with the company's financial
policy.

These rating is upgraded:

   * $300 million 7.5% senior subordinated notes to Ba3
     from B1.

The following additional ratings are affirmed:

   * $600 million secured bank loan at Ba2,
   * Corporate family rating at Ba2.

Although some of Rent-A-Center's key rating drivers are consistent
with a low investment grade profile, the company's corporate
family rating remains Ba2 primarily due to Moody's concern
regarding the historic use of most free cash flow for share
repurchases, the company's position as a consolidator within the
rent-to-own industry, the unproven success of initiatives designed
to stimulate average unit volume growth, and the challenges in
expanding the personal loan business beyond the test stage.  While
leverage is moderate, there has been little net debt repayment
over the previous several years.

Moody's also believes that the company could take advantage of an
opportunity to increase its market presence if a sizable chain or
several smaller chains of rent-to-own retailers were to become
available.  Partially offsetting these risks are the lower
cyclicality and seasonality of rent-to-own stores compared to many
other retailing segments and Rent-A-Center's consumer credit
efficiency, geographic diversity, and strong market position.

The continued positive outlook recognizes that an upgrade remains
possible within the medium-term.  The potential upgrade assumes
that comparable store sales growth will not become negative, that
the business line expansion into financial services is profitable,
and that the company remains measured with its uses of
discretionary free cash flow.

Over the next several quarters, ratings could move upward if the
company establishes a lengthier track record of sales stability
and margin improvement, if financial flexibility were to
strengthen such that EBIT covers interest expense by more than 3
times, leverage stays below 2.5 times, and Free Cash to Debt can
be sustained above 12%, and if possible incremental acquisitions
do not meaningfully impact credit metrics.

Given the positive outlook, Moody's believes that a downgrade is
unlikely.  However, the outlook could be revised to stable as a
result of financial policy decisions such as material leverage
increases, share repurchases, or capital expenditures or for
operating reasons that prevent the company from improving
operating margin.

A stable outlook would result if comparable store sales become
negative, free cash flow to debt does not improve from the current
level of 4%, or Debt to EBITDA approaches 3 times.

Rent-A-Center, Inc, with headquarters in Plano, Texas operates the
largest chain of consumer rent to own stores in the U.S. with
2,751 company operated stores located in the U.S., Canada, and
Puerto Rico.  The company also franchises 297 rent to own stores
that operate under the "ColorTyme" and "Rent-A-Center" banners.
Revenue for the twelve months ending March 31, 2006 was about $2.3
billion.


REYNOLDS AMERICAN: Fitch Rates Guaranteed Secured Notes at BB+
--------------------------------------------------------------
Fitch assigned these ratings to Reynolds American Inc.'s debt
offerings.

  RAI:

    -- Proposed guaranteed secured bank credit facility 'BBB-'
    -- Guaranteed secured notes 'BB+'

Fitch also affirmed these Issuer Default Ratings:

  RAI:

    -- Issuer Default Rating 'BB'

  R.J. Reynolds Tobacco Holdings, Inc.:

    -- Issuer Default Rating 'BB'

Additionally, these ratings have been downgraded:

  RJR:

    -- Guaranteed Notes to 'BB' from 'BB+' (also placed on Rating
       Watch Negative);

    -- Senior Unsecured Notes to 'BB-' from 'BB'.

The Rating Watch Negative on RJR's guaranteed notes indicates that
if sufficient consents are obtained to amend the indentures, and
the notes are not exchanged, the RJR notes will become unsecured.

The Rating Outlook for RAI and RJR is Stable.  Pro-forma for the
Conwood Acquisition, approximately $4.7 billion of debt is
affected by the rating actions.

RAI issued $1.65 billion of new senior secured notes in three
tranches:

   * $625 million at 7 1/4% due 2013;
   * $775 million at 7 5/8% due 2016; and
   * $250 million at 7 3/4% due 2018.

The net proceeds from the notes offering and borrowings from the
company's proposed $1.55 billion six year senior secured term loan
facility is expected to be used to finance the $3.5 billion
Conwood acquisition.

Additionally, the company has a commitment for a new $500 million
five-year senior secured revolving credit facility to be used for
post-closing working capital needs.  This facility will replace
the existing revolving credit facility at RJR.

The guarantors of the new credit facilities include Conwood
Holdings and its material subsidiaries, RJR and its subsidiaries
(other than RJR Packaging, LLC) that guarantee the existing bank
facility of RJR, Santa Fe Natural Tobacco Company, Inc. and Lane
Limited.  The security includes substantially all the assets of
the guarantors.

The $1.65 billion senior secured notes have the same guarantors as
the new senior secured credit facilities, other than RJR.  
However, RJR may guarantee the notes at a future date.  These
notes will be secured by the principal property of RAI, Conwood
Holdings and its material subsidiaries that secure the new credit
facility, subsidiaries of RJR that secure the new credit
facilities and by assignment of RAI's security interest in RJR
Tobacco stock.

RAI has commenced an exchange offer whereby holders of $1.45
billion of RJR guaranteed secured notes (RJR notes) are offered
RAI exchange notes with guarantees and collateral identical to the
new $1.65 billion notes issuance.  The RAI exchange notes will
have identical interest rates and maturities.  The downgrade of
the RJR notes reflects that they will have fewer guarantors than
the proposed RAI notes.  The RJR notes are placed on Rating Watch
Negative indicating that if sufficient consents are obtained to
amend the indentures, and the notes are not exchanged, the RJR
notes will become unsecured.

Fitch downgraded the $89 million of senior unsecured notes
reflecting the increase in secured debt in the company's capital
structure, placing the senior unsecured debt in a more junior
position.

The Stable Outlook reflects Fitch's view that industry
fundamentals have improved considerably.  The major tobacco
companies have regained pricing power, which has led to material
improvements in operating earnings.  The risk of a substantial
payout due to an adverse legal decision has diminished with
several favorable decisions for the domestic tobacco industry at
the appellate level.

Negative pressures on the industry include extensive smoking bans
and rising excise taxes, which contribute to overall consumption
declines.  Fitch will continue to analyze the impact of these
factors and may review the ratings if accelerated declines in
operating earnings and cash flows occur.  The ratings continue to
rely heavily upon maintenance of significant liquidity to manage
the remaining tobacco-related litigation risk.  

RAI currently has sufficient liquidity, including cash and short-
term investments of $1.6 billion pro-forma for the acquisition as
of March 31, 2006.  However, Fitch remains concerned that RAI's
75% dividend payout constrains financial flexibility.


ROGER GUZMAN: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Roger Michael Guzman
        5071 Highway 73
        Evergreen, Colorado 80439

Bankruptcy Case No.: 06-12926

Chapter 11 Petition Date: May 22, 2006

Court: District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Duncan E. Barber, Esq.
                  Bieging Shapiro & Burrus LLP
                  4582 South Ulster Street Parkway, Suite 1650
                  Denver, Colorado 80237
                  Tel: (720) 488-0220
                  Fax: (720) 488-7711

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Wells Fargo                                             $49,096
P.O. Box 54349
Los Angeles, CA 90054-0349

American Express                 Vehicle                $12,240
P.O. Box 650448
Dallas, TX 75265

Capital One                                              $3,668
P.O. Box 650010
Dallas, TX 75265-0010

Wells Fargo Financial Leasing    Trade Debt              $1,825

Adams County Treasurer                                  Unknown

ADT Security Systems                                    Unknown

Allen Schultz                                           Unknown

Alpine Waste                                            Unknown

American Family Insurance                               Unknown

Berjac                                                  Unknown

Berkely Water                                           Unknown

Boyd Coffee                                             Unknown

Carlena Ibanez                                          Unknown

Carrie Guzman                                           Unknown


SAINT VINCENTS: NAL Tenders $17 Million Bid for St. Mary's  
----------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates seek authority from the U.S. Bankruptcy Court
for the Southern District of New York to sell St. Mary's Hospital
Complex located at Section 5, Block 1362, Lot 1, Kings County, New
York, free and clear of all liens, claims, encumbrances, and other
interests, to NAL of N.Y. Corp., subject to higher or better bids.

Massey Knakal Realty Services, Inc., as the Debtors' broker for
the sale and marketing of St. Mary's, contacted 6,500 potential
buyers and followed-up with personal contacts to 825 potential
buyers.

Eighteen parties made non-binding offers to purchase St. Mary's.

                         Purchase Agreement

The Debtors and NAL of N.Y. Corp. entered into a Contract of Sale
dated May 15, 2006, pursuant to which, NAL is the "stalking horse"
for the sale of St. Mary's, for a purchase price of $17,000,000 in
cash.

Pursuant to the Purchase Agreement, NAL will pay to Saint Vincents
Catholic Medical Centers of New York:

    -- $500,000 upon execution of the Purchase Agreement;

    -- an additional $1,200,000 within seven business days upon
       its receipt of all the Required Approvals; and

    -- the remaining $15,300,000 at the closing of title to the
       St. Mary's Premises, subject to adjustments.

The Purchase Agreement provides for the allocation of transfer
taxes in varying proportions between the parties.

The Debtors do not believe that there are any regulatory
approvals required for the sale of the St. Mary's Premises.
However, to the extent regulatory approval is required, the
Debtors will obtain any approval before the Sale.

George A. Davis, Esq., at Weil, Gotshal & Manges LLP, in New
York, asserts that the Purchase Agreement satisfies Section
363(d) of the Bankruptcy Code because it complies with all
applicable not-for-profit laws, including the not-for-profit laws
of the state of New York, and applicable federal law.

Mr. Davis further asserts that the Purchase Agreement satisfies
Section 363(f)(5) of the Bankruptcy Code because:

    (a) any entity holding a Lien on the St. Mary's Premises not
        included in the Permitted Exceptions could be compelled to
        accept a monetary satisfaction of its Lien; and

    (b) the Debtors propose that any Lien on the St. Mary's
        Premises, which is not included in the Permitted
        Exceptions, will attach to the net proceeds of the Sale,
        subject to any claims and defenses the Debtors may
        possess.

NAL is a "good-faith" purchaser within the meaning of Section
363(m) of the Bankruptcy Code and should be entitled to
protection, Mr. Davis says.  Accordingly, the Debtors ask the
Court to make a finding that NAL is entitled to the protections
of Section 363(m).

Mr. Davis notes that to the extent NAL will not prevail as the
Successful Bidder, the Debtors will also seek a finding from the
Court at the Sale Hearing that the Successful Bidder is a good-
faith purchaser.

                      About Saint Vincents

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the   
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 26;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENTS: Bayonne Proposes to Buy Staten Island Hospital
--------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York to:

    (a) sell St. Vincent's Hospital, Staten Island and related
        assets, free and clear of all liens, claims, encumbrances,
        and other interests to Castleton Acquisition Corporation,
        an affiliate of Bayonne Medical Center Bayonne, subject to
        higher or better offers; and

    (b) assume and assign related executory contracts and leases.

The Hospital is a 440-bed general acute care facility, which
provides a broad array of services, including ambulatory care,
behavioral health, cancer care, cardiovascular care, chemical and
alcohol care, endoscopy, HIV/AIDS treatment, orthopedics,
pediatrics, and rehabilitation care.  The Hospital is also a
participant in The Heart Institute, a provider of open-heart
surgeries and related services.

George A. Davis, Esq., at Weil, Gotshal & Manges LLP, in New
York, tells the Court that the Debtors maintain facilities and
programs related to the Hospital, including:

    (a) inpatient and outpatient programs for behavioral health
        and endoscopy services;

    (b) the Debtors' interest in The Heart Institute; and

    (c) other clinics, programs and units.

Mr. Davis notes that to the extent a potential bidder for the
Staten Island Assets expresses an interest in other facilities
and programs related to the Hospital, these additional facilities
and programs may be included as part of the Sale.

Cain Brothers and Company LLC assisted the Debtors in their
marketing efforts for the Hospital.  Eight potential purchasers
signed nondisclosure agreements and conducted due diligence on
the Hospital.  Four of the potential purchasers conducted site
visits and attended presentations regarding the management,
operation, and financial condition of the Hospital.

After analyzing the bids received for the Hospital, the Debtors
chose the bid submitted by Bayonne Medical Center Bayonne.

                        Purchase Agreement

The Debtors entered into a Purchase Agreement with Bayonne,
pursuant to which Bayonne agreed to purchase, through its
affiliate Castleton Acquisition Corporation, the Staten Island
Assets for a combination of cash and assumption of certain
liabilities, subject to higher and better offers.

The material terms of the Purchase Agreement are:

    (a) Consideration:

        -- $15,000,000 in cash less the $1,000,000 Deposit
        -- assumption of certain liabilities
        -- payment of cure amounts

    (b) The Purchased Assets include:

        -- the Hospital and all related facilities;

        -- inpatient and outpatient programs related to behavioral
           health and endoscopy services located at Beyley Seton
           Hospital, as well as other programs and clinics related
           to Bayley Seton;

        -- research programs;

        -- the Debtors' interest in The Heart Institute;

        -- the Hospital's Medicare and Medicaid provider numbers
           and related provider agreements; and

        -- related contracts.

    (c) The Assumed Liabilities include:

        -- liabilities related to the Business, up to a maximum of
           $10,000,000 less Cure Amounts payable or reserved by
           Castleton;

        -- $2,500,000 in postpetition accounts payable existing on
           the Closing Date that were incurred in the ordinary
           course of business, and not paid by the Debtors in the
           ordinary course of business as of the Closing Date;

        -- all liabilities related to the Hospital's Medicare and
           Medicaid provider numbers or related provider
           agreements, subject to agreements with the Department
           of Health and Human Services;

        -- liabilities and obligations related to a resolution
           agreement with the New York State Attorney General's
           Office;

        -- 50% of transfer taxes, if any, related to the Sale;

        -- liabilities accruing from and after the Closing Date
           with respect to the Assumed Contracts and Leases; and

        -- employee-related liabilities.

        The Debtors will retain all liabilities that are not
        assumed in the Purchase Agreement.

    (d) Castleton will pay for all Cure Amounts related to the
        Assumed Contracts and Leases up to a maximum aggregate
        amount of 110% of the total Cure Amounts.  The total Cure
        Amounts is currently estimated at $2,714,516.  Any Cure
        Amounts paid by Castleton will count towards the
        $10,000,000 maximum amount of the Assumed Liabilities.

    (e) The Debtors will provide services to Castleton for a
        period of six months after the closing date of the Sale
        on a cost reimbursement basis.  Castleton will have the
        option to extend its use of the services for an additional
        six months.  Castleton will also pay the Debtors for
        services rendered and medicine, drugs, and supplies
        provided on or before the Closing Date, to patients who
        are discharged after the Closing Date.

    (f) The Debtors will pay to Castleton the proceeds from the
        first $17,500,000 of accounts receivable existing on the
        Closing Date.

    (g) Castleton will place $1,000,000 in escrow within two
        business days after execution of the Purchase Agreement.
        The Debtors will be entitled to keep the Deposit should
        they terminate the Purchase Agreement due to a material
        breach by Castleton.

    (h) The Debtors agree that, for five years after the Closing
        Date, they will not own or operate any hospital or
        healthcare facility in Staten Island that is required to
        be licensed under the New York Public Health Law or the
        New York Mental Hygiene Law, or sponsor any controlled
        professional corporation in Richmond County, except for
        their existing operations and private practices operated
        by their staff and affiliated physicians.  The Debtors
        also agree not to solicit any of Castleton's employees for
        three years after the Closing Date.

    (i) After the Closing Date, all representations and warranties
        made by the parties related to the Purchase Agreement will
        survive for a period of six months.  The Debtors'
        representations and warranties related to:

        -- compliance with medical reimbursement program laws
           will survive for 12 months; and

        -- employees and environmental matters will survive for
           15 months.

        All indemnification claims are subject to an aggregate
        limit of $2,500,000 and an aggregate deductible amount of
        $250,000.

    (j) The Purchase Agreement may be terminated:

        -- upon dismissal of the Debtors' bankruptcy cases,
           conversion of the cases to a Chapter 7 bankruptcy case,
           or the appointment of a Chapter 11 trustee; or

        -- by either Castleton or the Debtors.

A full-text copy of the Debtors' Purchase Agreement with
Castleton is available for free at:

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

                      About Saint Vincents

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the   
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 26;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENTS: U.S. Trustee Names 5-Member Creditors' Panel
------------------------------------------------------------
Diana G. Adams, the Acting U.S. Trustee for Region 2, appoints
five claimants from 100 of the largest holders of medical
malpractice claims to the Official Committee of Tort Claimants:

    (1) Ms. Elizabeth Evans
        3226 Heritage Circle, Apt. 12
        Augusta, Georgia 30909

        Mark McCord
        867 East 91st Street
        Brooklyn, New York 11236

        Co-Guardians ad Litem for Michell McCord

        c/o Annemarie Bondi-Stoddard, Esq.
        Pagalis & Erickson, LLC
        1 Hollow Lane, Suite 107
        Lake Success, New York 11042
        Tel: (516) 684-2900
        Fax: (516) 684-2939

    (2) Ms. Barbara Vaccaro
        105 Teen Challenge Road
        Womelsdorf, Pennsylvania 19567

        c/o Charles H. Burger, Esq.
        32 Court Street, Suite 1407
        Brooklyn, New York 11201
        Tel: (718) 522-1910
        Fax: (718) 522-6624

    (3) Resham Singh, by his attorney-in-fact, Parminder Kaur and
        Parminder Kaur individually v. Parminder Kaur
        96 Underhill Avenue
        Hicksville, New York 11801

        c/o Joan Lieberman, Esq.
        The Jacob Fuchsberg Law Firm, LLP
        500 Fifth Avenue
        New York, New York 10110
        Tel: (212) 869-3500
        Fax: (212) 398-1532

    (4) Mr. Alberto Cruz
        c/o Trolman, Glaser & Lichtman, P.C.
        777 Third Avenue
        New York, New York 10017
        Attn: Jeffrey A. Lichtman, Esq.
        Tel: (212) 750-1200
        Fax: (212) 980-4011

    (5) Ms. Edeline Dodard
        90-20 170th Street, Apt. 2a
        Jamaica, New York 11432

        c/o Ellen Werther, Esq.
        Ressler & Ressler, Attorneys at law
        48 Wall Street
        New York, New York 10005
        Tel: (212) 695-6446
        Fax: (212) 268-0287

                      About Saint Vincents

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the   
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 26;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SEAGATE TECHNOLOGY: Completes Maxtor Acquisition for $1.9 Billion
-----------------------------------------------------------------
Seagate Technology (NYSE: STX) completed its acquisition of Maxtor
Corporation.  The combined company retains the Seagate name and
continues to be listed on the New York Stock Exchange as "STX."  
Maxtor common stock has ceased to trade on the New York Stock
Exchange.

According to Maureen Dowd of Reuters, Seagate plans to cut 6,000
jobs as part of its $1.9 billion acquisition of the Maxtor.

The integration of former Maxtor operations into Seagate is
expected to be substantially completed by early calendar 2007,
with an earnings per share accretion target of 10-20% after the
first year of combined operations.

"This is an exciting time for Seagate and for our industry," Bill
Watkins, Seagate president and CEO, said.  "The demand for storage
is at record levels globally and is continuing to grow.  The past
twenty years was about digitizing the workplace; the next decade
will be focused on digitizing your lifestyle.  As a result of this
acquisition, we believe Seagate has the enhanced scale and
capacity to better drive technology advances and accelerate
delivery of a wide range of differentiated products and cost-
effective solutions to a growing customer base."

"Our integration teams have made excellent progress on addressing
customer requirements, continuity of supply, the optimization of
manufacturing and production capacity, and workforce planning,"
Dave Wickersham, executive vice president and COO, said.  "As a
result we have an opportunity to substantially complete our
integration plan in six to nine months."

"We are encouraged by the dialogue we've had with customers and
are confident that the combined company will deliver more
compelling products and services more efficiently to them," Brian
Dexheimer, executive vice president, Global Sales and Marketing,
said.  "Our integration plan is designed to ensure revenue
retention by executing a seamless transition to Seagate products
for Maxtor customers and by continuing to meet the product,
supply, quality and cost demands of our total combined customer
base."

Seagate estimates that approximately 50% of Maxtor's worldwide
employees will be offered positions with the combined company
moving forward, with the vast majority of those located in Asia
Pacific manufacturing operations.

Adding to Seagate's own line of branded products, Seagate will
retain a full range of Maxtor branded retail solutions.  Maxtor is
the leading brand name in the retail space and it will
significantly strengthen Seagate's overall position in this
burgeoning market.  The combination of the two brands and the
associated product lines represents the widest, most
differentiated storage offering available to consumers.

                          About Maxtor

Headquartered in Milpitas, California, Maxtor Corporation --
http://www.maxtor.com/-- is one of the world's leading suppliers  
of hard disk drives and consumer storage solutions.  The Company
has an expansive line of storage products for desktop computers,
storage systems, high-performance Intel-based servers, and
consumer electronics. Maxtor has a reputation as a proven market
leader, built by consistently providing high-quality products,
services and support for its customers.

                          About Seagate

Headquartered in Scotts Valley, California, Seagate Technology --
http://www.seagate.com/-- is the worldwide leader in the design,  
manufacturing and marketing of hard disc drives, providing
products for a wide-range of Enterprise, Desktop, Mobile
Computing, and Consumer Electronics applications.  Seagate's
business model leverages technology leadership and world-class
manufacturing to deliver industry-leading innovation and quality
to its global customers, and to be the low cost producer in all
markets in which it participates.  The company is committed to
providing award-winning products, customer support and reliability
to meet the world's growing demand for information storage.
    
                          *     *     *

As reported in the Troubled Company Reporter on Dec. 23, 2005,
Moody's Investors Service placed the ratings of Seagate Technology
HDD Holdings on review for possible downgrade.  The review is
prompted by the company's announcement of its intention to acquire
Maxtor Corporation in an all-stock transaction for approximately
$1.9 billion.  Concurrently, Moody's is also placing the ratings
for Maxtor under review for a possible upgrade.  The acquisition,
which has been approved by both boards of directors, is expected
to close by the end of June 2006 and is subject to customary
approvals and consents.

Ratings under review for possible downgrade are Ba1 rating to
Seagate's $150 million guaranteed senior secured revolving credit
facility, due 2007; Ba2 rating to Seagate's $400 million senior
notes 8%, due 2009; Ba1 Corporate Family Rating to Seagate; and
SGL -- I liquidity rating to Seagate.


SERACARE LIFE: Creditors' Panel Says No to Equity Panel Formation  
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
SeraCare Life Sciences, Inc.'s bankruptcy case opposes a recent
move to install an Official Committee of Equityholders in the
Debtor's chapter 11 proceedings.  

The Creditors' Committee tells the U.S. Bankruptcy Court for the
Southern District of California that it is unclear what benefits
the Debtor's estate will gain from an official equity committee.  

The Creditors' Committee points out that equity is currently well
represented in SeraCare's case and all constituents expect to see
the Debtor repay its creditors in full and emerge from bankruptcy
as an ongoing business, with its existing shareholders unaffected.

As reported in the Troubled Company Reporter on May 5, 2006, the
Ad Hoc Committee of Equityholders asked for the appointment of an
Equity Committee because of the likelihood of a meaningful
distribution to equity holders and the presence of substantial
questions regarding the authenticity of the Debtor's bankruptcy
filing.  The Ad Hoc Committee claimed that the circumstances of
the Debtor's bankruptcy filing are highly suspect and expressed
their reservations over the leadership of Robert J. Cresci, who
currently chairs the Debtor's Board of Directors.

            Creditors' Committee Questions Motive  

Henry C. Kevane, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub LLP, clarified that the Creditors' Committee does not
oppose the right of the Ad Hoc Committee to appear on matters
affecting shareholder interests in the Debtor's bankruptcy case.

However, Mr. Kevane says that the Ad Hoc Committee appears mostly
concerned with control over the Debtor and not on the inadequate
representation of the shareholder class.  He says that disaffected
equity holders can address corporate governance without an
official committee.  

An official appointment, according to Mr. Kevane, will only force
the Debtor to bear the cost of the shareholders' grievances.  He
said that the Debtor's focus at this stage of its case should be
on conserving liquidity, reducing expenditures and stabilizing the
business.

A hearing to consider the Ad Hoc Equity Committee's request for an
official appointment is scheduled today, May 24, 2006, at 2:00
p.m.

                        About SeraCare

Based in Oceanside, California, SeraCare Life Sciences, Inc. --
http://www.seracare.com/-- develops and manufactures biological  
based materials and services for diagnostic tests, commercial
bioproduction of therapeutic drugs, and medical research.  The
Company filed for chapter 11 protection on March 22, 2006 (Bankr.
S.D. Calif. Case No. 06-00510).  The Official Committee of
Unsecured Creditors selected Henry C. Kevane, Esq., and Maxim B.
Litvak, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub
LLP, as its counsel.  When the Debtor filed for protection from
its creditors, it listed $119.2 million in assets and $33.5
million in debts.


SHADOWROCK LLC: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Shadowrock, LLC
        P.O. Box 476
        Forsyth, Missouri 65653

Bankruptcy Case No.: 06-60401

Chapter 11 Petition Date: May 22, 2006

Court: Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: J. Kevin Checkett, Esq.
                  Checkett & Pauly, P.C.
                  P.O. Box 409
                  Carthage, Missouri 64836
                  Tel: (417) 358-4049
                  Fax: (417) 358-6341

Total Assets: $1,182,565

Total Debts:    $728,965

Debtor's 2 Largest Unsecured Creditors:

   Entity                        Claim Amount
   ------                        ------------
Billy Thurman                         $19,257
265 Walker Road
Chadwick, MO 65629

Sondra James                           $6,000
265 Walker Road
Chadwick, MO 65629


SILGANS HOLDING: Moody's Raises Corp. Family Rating 1 Notch to Ba2
------------------------------------------------------------------
Moody's Investors Service raised the Corporate Family Rating for
Silgan Holdings Inc. and ratings on Silgan's senior secured first
lien credit facilities from Ba3 to Ba2 and changed the outlook
from positive to stable.

Silgan recently announced that it is entering into a EUR 200
million term loan under its existing first lien credit facility in
order to facilitate the purchase from Australia-based Amcor
Limited -- the White Cap closures business in Europe, Southeast
Asia, and South America.  Silgan previously amended its credit
facility to include a CAD 45 million Canadian borrower, Silgan
Plastics Canada Inc.

Moody's took these rating actions:

   * Corporate family rating, raised to Ba2 from Ba3

   * $450 million senior secured first lien revolver maturing
     June 30, 2011, raised to Ba2 from Ba3

   * $375 million senior secured first lien term loan A due
     June 30, 2011, raised to Ba2 from Ba3

   * $84 million senior secured first lien term loan B due
     June 30, 2012, raised to Ba2 from Ba3

   * $39 million Canadian term loan due Dec. 22, 2012, assigned
     Ba2

   * ?200 million proposed senior secured first lien term loan,
     assigned Ba2

   * $200 million 6.75% senior subordinated notes due Nov. 15,
     2013, affirmed at B1

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.

Moody's analysis of the above factors indicates a Ba2 rating for
Silgan. Moody's estimates that pro forma for the planned White Cap
acquisition total debt to EBITDA, adjusted for the effects of
operating leases and underfunded pension liabilities, would be
about 2.9 times, with EBIT interest coverage of over 3.0 times and
free cash flow to debt of over 12.0%.

Silgan's operating profile includes EBIT operating margin below
10% and EBIT to fiscal year end gross property, plant and
equipment above 10%.  Silgan's competitive position is reflected
in its $2.4 billion in 2005 revenue and integrated operations with
customers that raise barriers to customers switching suppliers.  
The ratings outlook is stable.

Moody's anticipates that Silgan will continue to undertake
acquisitions in a manner consistent with the current ratings and
operate with adjusted total debt to EBITDA in a range of 2.5 to
3.5 times.

Moody's expects that Silgan's acquisition expertise and experience
will enable it to integrate the White Cap acquisition without
disruption to its existing business.

The Ba2 rating on Silgan's first lien credit facilities reflects
their senior position in the capital structure and expected
enterprise value coverage in a distressed scenario.  The dominance
of the first lien facilities in the capital structure prevents
notching the first lien facilities above the corporate family
rating.

The ratings or outlook could come under pressure if Silgan
undertakes an acquisition, encounters operational difficulties, or
changes its operational or financial policies that result in an
increase in financial leverage, with adjusted debt to EBITDA
rising to above 3.5 times and free cash flow to debt falling below
10% on a sustained basis.

Evidence of sustainable improvement in free cash generation
relative to debt over the next several quarters with adjusted
total debt to EBITDA moving toward 2.0 times and adjusted free
cash flow to debt rising above 20% on a sustained basis could
result in upward pressure on the ratings.

The B1 rating on the $200 million of subordinated notes reflects
the contractual subordination to the senior liabilities at Silgan
and the structural subordination to all existing and future
liabilities and trade payables at Silgan's operating subsidiaries.

Moody's expects Silgan's substantial enterprise value to support
full recovery for noteholders under the current capital structure
in a distressed scenario.

Headquartered in Stamford, Connecticut, Silgan Holdings Inc. is a
North American manufacturer of metal and plastic consumer goods
packaging products used in numerous industries including food,
personal care, healthcare, pharmaceutical, automotive, and
agricultural and chemical products.  For the twelve months ended
March 31, 2006, Silgan's consolidated net revenue was
approximately $2.5 billion.


SILICON GRAPHICS: Lampe Conway Responds to DIP Financing Request
----------------------------------------------------------------
On an interim basis, the Hon. Allan Gropper permitted Silicon
Graphics, Inc., and its debtor-affiliates to borrow up to
$23,000,000 under the DIP Loan Documents.  The Court granted the
DIP Lenders superpriority claims, and first and senior priority
liens and security interests in the Collateral.

A full-text copy of the Interim DIP Order is available for free
at http://researcharchives.com/t/s?9a4

The Court will convene the Final DIP Hearing on May 31, 2006, at
10:00 a.m.

Objections must be filed and served no later than May 26, 2006,
on:

    (i) counsel to the Debtors
        Weil, Gotshal & Manges LLP
        767 Fifth Avenue
        New York, NY 10153
        Attn: Gary Holtzer, Esq.,

   (ii) counsel to the Ad Hoc Committee
        Goodwin Procter LLP
        599 Lexington Avenue
        New York, New York 10022
        Attn: Allan S. Brilliant, Esq.;

  (iii) counsel to Wells Fargo Foothill Inc.
        Jeffer, Mangels, Butler & Marmaro LLP
        Two Embarcadero Center, Fifth Floor
        San Francisco, California 94111-3824
        Attn: Nicolas De Lancie, Esq. and Robert B. Kaplan, Esq.

        Pryor Cashman Sherman & Flynn LLP
        410 Park Avenue, 10th Floor
        New York, New York 10022
        Attn: Richard Levy, Jr., Esq.

        -- and --

   (iv) counsel to Ableco Finance LLC
        Paul, Hastings, Janofsky & Walker LLP
        600 Peachtree Street, N.E.
        Atlanta, Georgia 30308
        Attn: Jesse H. Austin III, Esq.,

        75 E. 55th Street
        New York, New York 10022
        Attn: Kristine M. Shryock, Esq.

The DIP Lenders can be reached at:

    Quadrangle Master Funding Ltd.
    c/o Quadrangle Group LLC
    375 Park Avenue, 14th Fl
    New York, NY 10152
    Attn: Michael Gillin
    Fax No.: (866) 741-3564

    Watershed Technology Holdings, LLC
    c/o Watershed Asset Management, L.L.C.
    One Maritime Plaza, Suite 1525
    San Francisco, CA 94111
    Fax No.: (415) 391-3919

    Encore Fund, L.P.
    c/o Symphony Asset Management LLC
    555 California Street, Suite 2975
    San Francisco, CA 94104-1503
    Attn: Chief Operating Officer
    Fax No.: (415) 676-2480

                        Lampe Conway Responds

Susheel Kirpalani, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
in New York, on behalf of Lampe Conway & Co., LLC, argues that the
Debtors' request is objectionable for several reasons, including:

    (a) the Debtors' acquiescence to the desires of bondholders
        with a collateral package, an inter-creditor agreement,
        and subordination provisions to misuse the Chapter 11
        process, enhancing their rights beyond what existed pre-
        bankruptcy, at the expense of the Debtors' unsecured
        creditors;

    (b) the unlawfulness of a postpetition financing facility that
        ties the Debtors to a non-consensual Chapter 11 plan and
        which, by its approval, will dictate the terms of any
        distributions in the form of a plan sub rosa;

    (c) the Debtors' failure to adequately explore postpetition
        financing from other sources or to justify the amounts of
        the required borrowings;

    (d) the Debtors' neglect of their fiduciary duties to
        unsecured creditors by refusing to consider DIP financing;
        and

    (e) a provision for the payment, as adequate protection, of
        the professional fees incurred by a group of creditors
        that is contrary to the statutory mandate.

Lampe Conway is a holder of 6-1/8% Convertible Subordinated
Debentures due 2001 issued by Cray Research, Inc., pursuant to
the Indenture dated as of February 1, 1986, for which Silicon
Graphics, Inc., is the obligor.

                      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 Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  (Silicon Graphics Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SILICON GRAPHICS: Will Pay Prepetition Foreign Vendor Claims
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
allowed Silicon Graphics, Inc., and its debtor-affiliates to pay
their prepetition obligations owed to foreign vendors, suppliers,
service providers, and other entities in various jurisdictions
outside of the United States in the ordinary course of business.

The Debtors purchase goods and services needed for the assembly of
their products from vendors located outside the United States.
In addition, the Debtors, along with their foreign non-debtor
subsidiaries, provide goods and services to a wide array of
customers throughout the world.

Gary T. Holtzer, Esq., at Weil, Gotshal & Manges LLP, in New
York, asserts that the goods and services provided by the Foreign
Creditors are integral to the operation of the Debtors'
businesses.  By way of example, certain of the Foreign Creditors
provide materials and components -- for example, sheet metal,
wiring, projectors, and monitors -- that are essential for
assembly of the Debtors' products.

The Debtors estimate that, as of the Petition Date, they have
approximately $2,100,000 in outstanding obligations to Foreign
Creditors for goods and services received.

Mr. Holtzer asserts that the failure to satisfy obligations to
certain Foreign Creditors could be disruptive to the Debtors'
businesses and could have an extremely adverse effect on the
Debtors' efforts to reorganize.  "Without the support of the
Foreign Creditors, the interests of all creditors will suffer
immeasurably as the value of the Debtors' estates is likely to
suffer significant diminution in value."

The Debtors pay the Foreign Creditors with funds drawn by checks
or by means of electronic fund transfers.

To the extent any Check or Electronic Transfer has not cleared
their banks as of the Petition Date, the Debtors ask the Court to
authorize the banks, in the Debtors' sole discretion, to receive,
process, honor, and pay the Checks or Electronic Transfers.

If the Foreign Creditors have not received payment for amount
owed, the Debtors seek the Court's permission to issue replacement
Checks, re-issue Electronic Transfers, or otherwise make payment
to the Foreign Creditors.

                      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 Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  (Silicon Graphics Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPECTRUM BRANDS: Posts $563,000 Net Loss in 2006 2nd Fiscal Qtr.
----------------------------------------------------------------
Spectrum Brands, Inc., filed its second quarter financial
statements for the three months ended April 2, 2006, with the
Securities and Exchange Commission on May 12, 2006.

The Company reported a $563,000 net loss on $625,121,000 of net
sales for the three months ended April 2, 2006.

At April 2, 2006, the Company's balance sheet showed
$4,007,531,000 in total assets, $3,147,235,000 in total
liabilities, and $860,296,000 in total stockholders' equity.

"We are disappointed by the results from our North American and
European battery businesses this quarter, where a decrease in
sales volume and high raw material costs, particularly zinc,
resulted in significant underperformance to our expectations,"
Dave Jones, Spectrum Brands Chairman and CEO said.

"However, we are encouraged by this quarter's good performance
from our specialty pet and Remington product portfolios.  Our lawn
and garden business is poised for a solid performance in the
upcoming selling season with consumer purchases at retail up 10%,
although inventory management initiatives by some of our largest
retail customers had a negative impact on second quarter lawn and
garden sales."

"With a challenging second quarter behind us, we are now moving
forward with a renewed focus on organic sales growth, aggressive
cost management and debt reduction.  Through the various
restructuring activities . . ., we are committed to aggressively
pursuing cost management initiatives throughout our
organization designed to achieve $150 million in annual cost
savings by the end of fiscal 2007.

"At the same time, we are increasing our focus on sales growth and
investing in our brands through new product development and
increased advertising."

Full-text copies of the Company's financial statements for the
three months ended April 2, 2006, are available for free at
http://ResearchArchives.com/t/s?99d

Spectrum Brands, Inc. -- http://www.spectrumbrands.com/-- is a  
global consumer products company with a diverse portfolio of
world-class brands, including Rayovac, Varta and Remington.  The
Company manufactures and sells batteries, lawn and garden care
products, specialty pet supplies, shaving and grooming products,
household insecticides, personal care products and portable
lighting.  The Company's manufacturing and product development
facilities are located in the United States, Europe, China and
Latin America.

                          *     *     *

As reported in the Troubled Company Reporter on April 10, 2006,
Standard & Poor's Ratings Services lowered its ratings on
Spectrum Brands Inc., including its corporate credit rating to
'B-' from 'B'.  At the same time, the Company's ratings were
placed on CreditWatch with negative implications.

As reported in the Troubled Company Reporter on Feb. 2, 2006,
Moody's Investors Service downgraded Spectrum Brands, Inc.'s
corporate family rating, to B2 from B1; $700 million 7-3/8% senior
subordinated notes due 2015, to Caa1 from B3; and $350 million
8.5% senior subordinated notes due 2013, to Caa1 from B3.  Moody's
also confirmed the Company's $300 million senior secured revolving
credit facilities, at B1; and $1.2 billion senior secured term
loan facilities, at B1.


SPECTRUM BRANDS: Enters into Third Amendment under Credit Pact
--------------------------------------------------------------
Spectrum Brands, Inc. entered on May 9, 2006, into Amendment No. 3
to the Fourth Amended and Restated Credit Agreement dated as of
Feb. 7, 2005.

The Borrowers are:

   -- Spectrum Brands, Inc., fka Rayovac Corporation,

   -- Varta Consumer Batteries GmbH & Co. KGaA, a German
      partnership limited by shares, and

   -- Rayovac Europe Limited,

The Lenders are:

   -- Citicorp North America, Inc., as Syndication Agent,

   -- Merrill Lynch Capital Corporation, as Co-Documentation
      Agent and Managing Agent,

   -- LaSalle Bank National Association, as Co-Documentation
      Agent, and

   -- Bank of America, N.A., as Administrative Agent, Swing Line
      Lender and L/C Issuer.

Under Amendment No. 3:

   (1) the maximum consolidated leverage ratio was raised and
       minimum consolidated interest coverage ratio was lowered
       for the period ended April 2, 2006, and subsequent periods;

   (2) the interest rate on the Company's Euro term loan under the
       Credit Agreement increased by 25 basis points;

   (3) the interest rates on the U.S. Dollar, Canadian Dollar and
       Euro Tranche B term loans under the Credit Agreement
       increased by 50 basis points; and

   (4) the interest rate on the revolver under the Credit
       Agreement increased by 75 basis points.

A full-text copy of the Fourth Amended and Restated Credit
Agreement dated as of Feb. 7, 2005, is available for free at
http://ResearchArchives.com/t/s?99f

Spectrum Brands, Inc. -- http://www.spectrumbrands.com/-- is a  
global consumer products company with a diverse portfolio of
world-class brands, including Rayovac, Varta and Remington.  The
Company manufactures and sells batteries, lawn and garden care
products, specialty pet supplies, shaving and grooming products,
household insecticides, personal care products and portable
lighting.  The Company's manufacturing and product development
facilities are located in the United States, Europe, China and
Latin America.

                          *     *     *

As reported in the Troubled Company Reporter on April 10, 2006,
Standard & Poor's Ratings Services lowered its ratings on
Spectrum Brands Inc., including its corporate credit rating to
'B-' from 'B'.  At the same time, the Company's ratings were
placed on CreditWatch with negative implications.

As reported in the Troubled Company Reporter on Feb. 2, 2006,
Moody's Investors Service downgraded Spectrum Brands, Inc.'s
corporate family rating, to B2 from B1; $700 million 7-3/8% senior
subordinated notes due 2015, to Caa1 from B3; and $350 million
8.5% senior subordinated notes due 2013, to Caa1 from B3.  Moody's
also confirmed the Company's $300 million senior secured revolving
credit facilities, at B1; and $1.2 billion senior secured term
loan facilities, at B1.


STRUCTURED ASSETS: Moody's Assigns Ba1 Rating to Class B1 Certs.
----------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Structured Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series 2006-BC1, and ratings
from Aa1 to Ba1 to the subordinate certificates in the deal.

The securitization is backed Aegis Mortgage Corporation, People's
Choice Home Loan, Inc., and Finance America, LLC, and various
other originated adjustable-rate and fixed-rate 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,
overcollateralization, lender-paid mortgage insurance, an interest
rate swap agreement.  After taking into account the benefit from
the lender-paid mortgage insurance, Moody's expects collateral
losses to range from 4.50% to 5.00%.

Wells Fargo Bank, N.A. will service the majority of the loans and
Aurora Loan Services LLC will act as master servicer.

The Complete Rating Actions:

Structured Asset Securities Corporation, Mortgage Pass-Through
Certificates, Series 2006-BC1:

   * Cl. A1, Assigned Aaa
   * Cl. A2, Assigned Aaa
   * Cl. A3, Assigned Aaa
   * Cl. A4, Assigned Aaa
   * Cl. A5, Assigned Aaa
   * Cl. A6, 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


TRITON CDO: Moody's Puts $26.7 Mil. of B1 Rated Notes on Watch   
--------------------------------------------------------------
Moody's Investors Service placed on watch for possible upgrade the
rating of the following notes issued in 1999 by Triton CDO IV,
Limited, a high yield collateral bond obligation issuer:

   * $169,000,000 Class A First Priority Senior Floating Rate
     Notes Due 2010

     Prior Rating: A1

     Current Rating: A1, on watch for possible upgrade

Moody's also placed on watch for possible downgrade the rating of
the following notes issued by Triton CDO IV, Limited:

   * $26,750,000 Class B Second Priority Senior Floating Rate
     Notes Due 2010

     Prior Rating: B1

     Current Rating: B1, on watch for possible downgrade

The rating action with respect to the Class A notes reflects the
significant delevering of the transaction which more than offset
the unfavorable aspects of the transaction's performance,
according to Moody's.  As of the last trustee report, the Class A
has delevered $165,473,714. Only 2.09% of the original balance
remains outstanding.

The rating action with respect to the Class B Notes reflects the
deterioration in the credit quality of the transaction's
underlying collateral portfolio and the continued failure of
certain collateral and structural tests, according to Moody's.

As reported in the April 2006 trustee report, the weighted average
rating factor of the portfolio was 4590, significantly higher than
the transaction's trigger level of 2755, the overcollateralization
ratios for the Class A Notes, Class B Notes, Class C Notes and
Class D Notes were 94.3%, 59.79% and 47.94% respectively, well
below the transaction's trigger levels of 121.0%, 115.5% and
105.5%.

The interest coverage tests with respect to the Class A Notes,
Class B Notes, Class C Notes and Class D Notes were also far below
their trigger levels.  Class A/B IC test was 34.6%, compared to a
trigger level of 140.0%, Class C IC test was 3.9%, compared to a
trigger level of 125.0% and the Class D IC test was 1.9%, compared
to a trigger level of 115.0%.


UNITY VIRGINIA: Can Pay $17 Million Debts Says Prospect Energy
--------------------------------------------------------------
Unity Virginia Holdings, LLC and affiliates filed voluntarily for
reorganization under Chapter 11 of Title 11 of the United States
Code on May 10, 2006.  Unity plans to continue its operations
while a restructuring plan is finalized toward an eventual sale of
the business.

Unity has produced more than 225,000 tons of metallurgical and
steam quality coal and has processed more than 215,000 tons of
third-party coal during the past twelve months.

Prospect Energy Corporation holds $3.58 million of second lien
secured debt, representing approximately 3% of Prospect's asset
base.  PlainsCapital Bank has provided $4.11 million of senior
bank debt, which benefits from personal guarantees from Karl
Singer and Keller Smith of Unity Platform LP, a Dallas investment
firm, as well as Coalline, an affiliate of the Bass family.  
Platform and Coalline have provided more than $8 million of equity
capital to Unity.

"With a recent appraisal of $22 million for the properties, our
lien on more than $17 million invested in the rampup of Unity's
coal mining operations since January 2005, our lien on nearly 12
million tons of third-party engineered recoverable metallurgical
and steam coal, our lien on a fully functional 450 tons per hour
preparation plant and loadout facility on the Norfolk & Southern
Railway, and our lien on Platform's nearby Unity Pound River LLC
reserves, I am confident that these assets will enable Unity to
pay Prospect full principal and interest," Jim Flores, a senior
investment professional with Prospect, said.

                      About Prospect Energy

Headquartered in New York City, Prospect Energy Corporation --
http://www.prospectenergy.com/-- is a closed-end investment  
company that lends to and invests in energy-related businesses.  
Prospect Energy's investment objective is to generate both current
income and capital appreciation through debt and equity
investments.

                     About Unity Virginia

Headquartered in Dallas, Texas, Unity Virginia Holding LLC is a
coal mining company.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 10, 2006 (Bankr. N.D. Tex. Case
No. 06-31937).  James C. Jarrett, Esq., and Arnaldo N. Cavazos,
Jr., Esq., at Cavazos, Hendricks & Poirot, P.C. represent the
Debtors.  When the Debtors filed for protection from their
creditors, they estimated assets and liabilities between
$10 million and $50 million.


WELLSFORD REAL: Annual Stockholders' Meeting Set for June 12
------------------------------------------------------------
Wellsford Real Properties, Inc., will hold its 2006 Annual Meeting
of Stockholders at the offices of Bryan Cave LLP, 1290 Avenue of
the Americas, 35th floor in New York City at 10:00 a.m. on
June 12, 2006.

During the meeting, stockholders will be asked to:

     a) elect two directors to terms expiring at the 2009 annual
        meeting of stockholders and upon the election and
        qualification of their successors; and   

     b) ratify the appointment of Ernst & Young LLP as the
        Company's independent registered public accounting firm
        for the fiscal year ending Dec. 31, 2006.  

The Company's Board of Directors fixed the close of business on
April 27, 2006 as the record date for determining the stockholders
entitled to receive notice of and to vote at the meeting.

A full-text copy of the proxy statement for the 2006 stockholders'
meeting is available for free at:

                http://researcharchives.com/t/s?9a5

                        About Wellsford

Wellsford Real Properties, Inc., was a real estate merchant
banking that acquired, developed, financed and operated real
properties, constructed for-sale single family home and
condominium developments and organized and invested in private and
public real estate companies.  The Company in liquidation.  At
Dec. 31, 2005, the Company's remaining primary operating
activities are the development, construction and sale of three
residential projects.


WEST SHEPHERDSVILLE: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: West Shepherdsville Development Group, LLC
        200 South Buckman Street
        Shepherdsville, Kentucky 40165
        Tel: (502) 419-9084

Bankruptcy Case No.: 06-31241

Chapter 11 Petition Date: May 22, 2006

Court: Western District of Kentucky (Louisville)

Debtor's Counsel: Michael A. Valenti, Esq.
                  One Riverfront Plaza, Suite 1950
                  401 West Main Street
                  Louisville, Kentucky 40202
                  Tel: (502) 568-2100
                  Fax: (502) 568-2101

Total Assets: $1,373,500

Total Debts:  $1,247,759

Debtor's 7 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Mindel, Scott and                Trade Debt              $6,703
Associates, Inc.
4345 Bishop Lane, Suite 200
Louisville, KY 40218

Prudential Heating and           Trade Debt              $4,571
Air Conditioning
3302 Gilmore Industrial
Boulevard
Louisville, KY 40213-2173

Bullitt Country KY               Property Tax            $1,982
City of Shepherdsville
P.O. Box 400
170 Frank E. Simon Avenue
Shepherdsville, KY 40165

Thomas B. Givhan                 LLC Distribution            $0

Ohio Casualty Insurance Co.      Trade Debt                  $0

Louisville Water Company         Trade Debt                  $0

LG&E                             Trade Debt                  $0


WHITE RIVER: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: White River Coal, Inc.
        6642 North Thompson Road
        Hazleton, Indiana 47640
        Tel: (812) 385-8485

Bankruptcy Case No.: 06-70375

Debtor affiliates filing separate chapter 11 petitions:

      Entity                          Case No.
      ------                          --------
      Bronco Holdings I, Inc.         06-70376
      Hazleton Mining, LLC            06-70377
      Bronco Hazelton Co.             06-70378
      Hazleton Wash Plant, LLC        06-70379

Type of Business: The Debtors are mining companies and
                  contractors, and offers geological services.

Chapter 11 Petition Date: May 22, 2006

Court: Southern District of Indiana (Evansville)

Debtors' Counsel: C.R. Bowles, Jr., Esq.
                  Greenbaum Doll & McDonald PLLC
                  101 South 5th Street
                  Louisville, Kentucky 40202
                  Tel: (502) 589-4200
                  Fax: (502) 587-3695

Total Assets:  $2,000,000

Total Debts:  $35,000,000

Debtors' Consolidated List of their 30 Largest Unsecured
Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Blankenberger Brothers, Inc.     Trade Debt          $1,400,000
11700 Water Tank Road
Cynthiana, IN 47612

NARCO, Inc.                      Trade Debt          $1,190,661
P.O. Box 549
Smithers, WV 25186

Prosperity Mine, LLC             Trade Debt            $600,000
20 Northwest Fourth Street
Evansville, IN 47708

Joy Technologies                 Trade Debt            $384,056
177 Thorn Hill Road
Warrendale, PA 15086

COGAR Mine Supply                Trade Debt            $276,818
P.O. Box 532
Beckley, WV 25801

Gooding Rubber Co.               Trade Debt            $213,747

Fairmont Supply Company          Trade Debt            $188,067

Special Mine Services, Inc.      Trade Debt            $176,891

AICCO Inc.                       Trade Debt            $144,000

Ashby Electric Co., Inc.         Trade Debt            $135,363

Rudd Equipment Company           Trade Debt            $125,079

BB Mining, Inc.                  Trade Debt            $112,752

Power Technologies               Trade Debt            $106,055

A&B Contracting                  Trade Debt             $87,094

Marion Mining Bolts Corp.        Trade Debt             $67,179

ConocoPhillips Company           Trade Debt             $63,338

CSX Transportation               Trade Debt             $60,000

WIN Energy                       Trade Debt             $59,660

Custom Engineering, Inc.         Trade Debt             $53,491

ONYETT Fabricators, Inc.         Trade Debt             $45,857

NYHART                           Trade Debt             $44,418

Kimball Midwest                  Trade Debt             $38,513

Dubois County Tire & Supply      Trade Debt             $38,153

Hibbs Electric Inc.              Trade Debt             $37,380

Clifton Gunderson Solutions      Trade Debt             $30,657

Buchanan Ingersoll, P.C.         Trade Debt             $29,111

Motion Industries, Inc.          Trade Debt             $28,991

Minesafe Electronics, Inc.       Trade Debt             $28,644

LAN Services, Inc.               Trade Debt             $28,500

Saminco Inc.                     Trade Debt             $27,338


WICKSTROM MATERIALS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Wickstrom Materials Corp.
        dba Harwich Concrete Block
        544 Main Street, Route 130
        Mashpee, Massachusetts 02649
        Tel: (508) 477-4600

Bankruptcy Case No.: 06-11513

Chapter 11 Petition Date: May 22, 2006

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: John M. McAuliffe, Esq.
                  McAuliffe & Associates, P.C.
                  430 Lexington Street
                  Newton, Massachusetts 02466
                  Tel: (617) 558-6889
                  Fax: (617) 558-6882

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file the list of its 20 largest unsecured
creditors.


WINN-DIXIE: Florida Tax Collectors Want to be Adequately Protected
------------------------------------------------------------------
The Florida Tax Collectors ask the U.S. Bankruptcy Court for the
Middle District of Florida to recognize the continued provision of
necessary services to Winn-Dixie Stores, Inc., and its debtor-
affiliates and their locations, and ensure that taxing authorities
will be refunded the full amount of the ad valorem taxes owed the
Florida Tax Collectors.

Furthermore, the Florida Tax Collectors ask the Court to:

    (a) provide that all tangible personal property and real
        estate taxes will be paid in full in accordance with
        standard commercial sales practices; or

    (b) in the alternative, order that:

        * all ad valorem tax liens will attach to the proceeds and
          that 2006 postpetition taxes will be paid before
          delinquency in accordance with Florida law; and

        * sufficient provision be made to separate and escrow into
          an account identified to their benefit for payment of
          the full amount of taxes plus monthly accrued interest
          and attorneys' fees as allowed by Florida statutes.

The Florida Tax Collectors assert that the Debtors' amended
request seeks to essentially liquidate, either through sale or
lease rejection procedures, the Debtors' remaining interests in
the listed stores, 28 of which are located within the state of
Florida.

Brian T. FitzGerald, Esq., counsel for the Florida Tax
Collectors, notes that in accordance with Florida law:

    (a) the Debtors have agreed in previous pleadings that any
        sale or transfer of assets securing Florida Tax Collectors
        taxes would be subject to Florida Tax Collectors' liens
        attaching to the proceeds as a first lien; and

    (b) the 2006 postpetition tax amounts should be estimated and
        placed in a separate account with a provision that they be
        paid with the 4% statutory discount.

Mr. FitzGerald asserts that adequate protection of the
administrative tax obligations incurred by the Debtors is
appropriate.  The Florida Tax Collectors have been stayed from
collecting their taxes and, only recently, the Debtors indicated
their intention to contest the Florida Tax Collectors' taxes
pursuant to Section 505 of the Bankruptcy Code.

Currently, statutory interest is accruing on the outstanding,
delinquent 2005 tangible personal property taxes at the rate of
$100,000 per month.  The statutory interest on the remaining,
unpaid 2005 delinquent real estate taxes is also accruing at the
same rate, Mr. FitzGerald tells the Court.

Notwithstanding the non-payment of taxes, taxing authorities
throughout the state of Florida must still provide needed
services to the Debtors including police, fire, and other
emergency services.  

              Landlords Object to Assumption of Leases

At the conclusion of the May 9, 2006, auction, the Debtors
announced the successful bidders for:

    (a) Store No. 2357 as Treasure Coast Plaza Development Joint
        Venture; and

    (b) Store No. 372 as Westgate Square, LLC.

The Landlords' bids provide for the termination of the Lease for:

    * Store No. 2357 in exchange for $525,000; and
    * Store No. 372 in exchange for $1,400,000

The Landlords tell the Court that on at least one other occasion
in the Debtors' bankruptcy cases, it approved the assumption and
assignment of a lease to an entity other than the entity
designated by the Debtors as the highest and best bidder at an
auction.

Accordingly, the Landlords object to the Debtors' proposed
assumption and assignment of the Leases to another entity or
person.

In the event the Court were to determine that it is appropriate
to authorize the assumption and assignment of the Leases to any
entity or person other than them, the Landlords seek more time to
conduct discovery to determine the proposed assignees' good faith
and if they are able to provide adequate assurance of future
performance under the Leases.

Accordingly, the Landlords ask the Court authorize the
termination of the Leases in accordance with each of their bids
at the Auction.

                 Gator Seek Adjournment of Hearing

Gator Jacaranda, Ltd., and Gator Carriage Partners, Ltd., ask the
Court to adjourn the hearing to approve the Debtors' request with
respect to Store Nos. 211 and 339, to allow them to conduct
discovery with respect to the financial condition and operating
history of the proposed assignees of the Gator Leases.

Kyle R. Grubbs, Esq., at Holland & Knight LLP, in Jacksonville,
Florida, asserts that adjourning the Sale Hearing is necessary
and appropriate because the Debtors and the proposed assignees
have failed or otherwise refused information to Gator and the
Court regarding their adequate assurance of future performance
under the Gator Leases.

Mr. Grubbs relates that on May 10, 2006, the Debtors advised
Gator that Sunrise Properties, Inc., was the "successful bidder"
and that the proposed new tenants under the Gator Leases would be
Summit Holdings, LLC, for Store No. 211 and Legacy Group, LLC,
for Store No. 339.  The Debtors also indicated, but did not
definitively state, that Esmail Mobarak, a principal of Summit
and Legacy, would guaranty the obligations of Summit and Legacy
under the Gator Leases.

Gator advised the Debtors that the information they have provided
with respect to adequate assurance of future performance was
wholly inadequate.

Given the Debtors and proposed assignees' complete lack of
disclosure, it is impossible for the Court and Gator to evaluate
the financial means or operating history of the proposed
assignees, Mr. Grubbs contends.

Gator also asks the Court to deny the Debtors' request to the
extent it seeks to authorize them to assume and assign the Leases
to Summit, Legacy, Mr. Mobarak, or Sunrise.

                            Background

As reported in the Troubled Company Reporter on April 19, 2006,
Winn-Dixie Stores, Inc., and its debtor-affiliates sought
authority from the U.S. Bankruptcy Court for the Middle District
of Florida to:

    (a) sell their leasehold interests in 35 additional stores and
        the equipment located in those stories, free and clear of
        claims, liens and interests,

    (b) assume and assign leases in connection with the sales or,
        if no sale is consummated, reject those leases effective
        the later of (i) May 18, 2006, or (ii) the date the
        Debtors vacate and surrender possession of the premises,
        and establish a claims bar date for any rejection damage
        claims at 30 days after the Rejection Date;

    (c) determine any requisite cure for leases being assumed and
        assigned.

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


WINN-DIXIE: Ct. OKs Jenner as Special Insurance Litigation Counsel
------------------------------------------------------------------
Judge Funk of the U.S. Bankruptcy Court for the Middle District of
Florida gave Winn-Dixie Stores, Inc., and its debtor-affiliates
authority to employ Jenner & Block LLP as their special insurance
litigation counsel.  

Before the Debtors filed for bankruptcy, Jenner has advised them
with respect to a variety of insurance-related matters.  Jenner
has served as the Debtors' counsel in a breach of contract lawsuit
seeking payment of more than $8,900,000 owed by XL Insurance
America, Inc., or, in the alternative, Marsh USA Inc., in
connection with hurricane damage incurred by the Debtors in 2004,
D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, relates.

As a result of increased activity in the Litigation and the
likelihood that it will proceed to trial, the Debtors anticipate
that the cost of services they will require from Jenner going
forward will exceed the monthly and case caps provided in the OCP
Order, Mr. Baker tells the Court.

Jenner's hourly rates are:

                 Professional             Hourly Rate
                 ------------             -----------
                 John H. Mathias, Jr.         $670
                 Christopher C. Dickinson      485
                 John P. Wolfsmith             420
                 Joseph F. Arias               325
                 Rebecca L. Miller             160
                 Project Assistants            120

John H. Mathias, Jr., Esq., a partner at Jenner, discloses that
during the 90 days prior to the petition date, the Debtors paid
the firm in the ordinary course prepetition legal fees and
expenses:

               Date of Payment              Amount
               ---------------              ------
                 11/29/2004                 $1,920
                 01/17/2005                  1,125
                 01/16/2005                  1,541
                 02/18/2005                 12,560

There remain unpaid prepetition fees and expenses totaling
$1,700, to which Jenner waives any claim, Mr. Mathias tells the
Court.

To the best of the Debtors' knowledge:

    (a) Jenner neither holds nor represents any interest adverse
        to their estates with respect to the services for which it
        will be employed; and

    (b) Jenner has had no affiliation with the Debtors, their
        creditors or any party-in-interest, or their attorneys and
        accountants, the United States Trustee, any person
        employed in the office of the United States Trustee, or
        the Bankruptcy Judge presiding over the Debtors' cases.

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


WINN-DIXIE: Judge Funk Approves PwC's Retention Supplement
----------------------------------------------------------
Judge Funk of the U.S. Bankruptcy Court for the Middle District of
Florida approves Winn-Dixie Stores, Inc., and its debtor-
affiliates' supplement to PricewaterhouseCoopers LLP's retention.

The Debtors advise the Court that they need the services of PwC to
ensure that the security of their information technology remains
at the highest possible level.

Although PwC has previously been retained to provide services to
the Debtors, the current terms of PwC's approved retention do not
encompass services related to the enhancement of the Debtors'
information technology security, D. J. Baker, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in New York, explains.

Accordingly, the Debtors propose to supplement the terms of PwC's
retention to include, effective as of April 14, 2006:

    (1) IT Security Strategy Development -- PwC will work with the
        Debtors to:

        (a) confirm the current state of security;

        (b) determine the relevant business objectives, risks, and
            regulatory and legal drivers for security;

        (c) establish a desired future state; and

        (d) create a maturity model to assist with the
            prioritization and implementation of security
            initiatives over the next 12 to 24 months.

        To that end, PwC will focus on these areas of security:

        * Governance -- Defining the purpose and scope of the
          information technology security governance program;

        * Policies, Procedures, and Standards -- Determining the
          structure around security policy management and defining
          a framework within which to develop new policies,
          procedures, and standards;

        * Awareness & Training -- Defining current security
          awareness initiatives and identifying new programs to
          support the strategy;

        * Risk Identification -- Defining the desired components
          of a program to identify risks to information security
          assets;

        * Information Management -- Defining the desired
          components of a program to analyze security events and
          escalate those that present a risk to the business;

        * Remediation -- Defining the desired actions for a
          program to mitigate and resolve security incidents;

        * Change Control -- Establishing a framework for security
          to leverage and interact with current change control
          processes;

        * Asset Management -- Defining the integration points with
          existing or proposed asset management processes to
          leverage asset data and increase the value and
          effectiveness of the IT security strategy; and

        * Reporting -- Defining the desired scope of security
          reporting and determining the appropriate integration
          with existing reporting capabilities and developing a
          framework to allow future security initiatives to
          support that scope.

    (2) Capability Development -- PwC will work with the Debtors
        to establish a sustainable IT Governance Program by:

        (a) developing the charter;
        (b) defining team composition;
        (c) defining the organizational structure;
        (d) establishing sponsorship;
        (e) defining roles and responsibilities;
        (f) defining decision processes; and
        (g) defining accountabilities.

PwC will also work with the Debtors to develop an information
classification model to allow the Debtors to prioritize security
efforts, allocate appropriate security resources, and align
security control initiatives to business objectives and the
security strategy by:

    (i) identifying the scope of information assets;
   (ii) identifying the relevant business risks;
  (iii) establishing a classification scheme; and
   (iv) classifying a sample of information assets.

Mr. Baker notes that PwC has indicated its willingness to provide
the services.

In a letter agreement between the Debtors and PwC dated March 28,
2006, PwC indicated that its engagement is estimated to take
eight weeks to complete, beginning May 1, 2006.

Except as supplemented, the parties have agreed that the terms of
PwC's retention in the Debtors' Chapter 11 cases will remain the
same, Mr. Baker assures the Court.

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


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
May 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Doctor Heal Thyself - Health Care Turnaround
         Portland, Oregon
            Contact: http://www.turnaround.org/

May 30, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Session
         TBA, Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

May 30, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

June 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

June 1-2, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Southeast Regional Conference
         Amelia Island, Florida
            Contact: 410-347-7391 or http://www.turnaround.org/

June 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA NY Golf & Tennis Outing -
         MEMBERS & SPONSORSHIP REGISTRATION
            Fresh Meadow Country Club, Lake Success, New York
               Contact: 646-932-5532 or http://www.turnaround.org/

June 7-10, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      22nd Annual Bankruptcy & Restructuring Conference
         Grand Hyatt, Seattle, Washington
            Contact: http://www.airacira.org/

June 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #2
         Ernst & Young Tower, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

June 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Hedge Fund / Private Equity Round Table
         CityPlace Center, Dallas, Texas
            Contact: http://www.turnaround.org/

June 8-9, 2006
   MEALEYS PUBLICATION
      Asbestos Bankruptcy Conference
         Ritz-Carlton Hotel, Chicago, Illinois
            Contact: http://www.mealeys.com/

June 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      How Are the Old Clients Doing?
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

June 14, 2006
   BEARD AUDIO CONFERENCES
      Homestead Exemptions under BAPCPA
         Audio Conference
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Charity Golf Outing
         Harborside Golf Course, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Outing / Spouse Social
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Signature Luncheon, Charity Event
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriot Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

June 14, 2006 (tentative)
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Texas Hold'em for Charity
         Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

June 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Afghanistan - The Ultimate Turnaround Challenge
         Oak Hill Country Club, Rochester, New York
            Contact: http://www.turnaround.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Morristown, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

June 21-23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Global Educational Symposium
         Hyatt Regency, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 22-23, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel, Chicago,   
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;    
                        http://www.renaissanceamerican.com/

June 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

June 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      What to Do When Internal Crime Strikes Your Company
         New Jersey
            Contact: http://www.turnaround.org/

June 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Lenders Panel - Arizona Chapter
         National Bank of Arizona Conference Center, Phoenix, AZ
            Contact: http://www.turnaround.org/

June 29 - July 2, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 770-535-7722 or                
               http://www2.nortoninstitutes.org/

July 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      The New Bankruptcy Code Nine Months Later
         Rivers Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

July 12, 2006  
   BEARD AUDIO CONFERENCES
      Clash of the Titans -- Bankruptcy vs. IP Rights
         Audio Conference
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

July 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

July 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

July 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Event
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Red Bank, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 18-19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed & Turnaround Investing Congress
         Swiss"tel The Drake, New York, New York
            Contact: http://www.turnaround.org/

July 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Golf & Tennis Outing
         Raritan Valley Country Club, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Summer Social BBQ
         Colonial Springs Country Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

August 3, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 3-5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

August 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      DIP Panel Discussion
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

August 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Family Night Baseball with the NJ Jackals
         (Yogi Berra Autograph Night)
            Jackals Stadium, Montclair, New Jersey
               Contact: 908-575-7333 or http://www.turnaround.org/

August 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

August 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      4th Annual Alberta Golf Tournament
         Kananaskis Country Golf Course, Kananaskis, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

September 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Business Mixer
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

September 7-8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Saratoga Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, New York
            Contact: http://www.turnaround.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Secaucus, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI Turnaround Formal Event
         Long Island, New York
            Contact: http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or www.turnaround.org

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Formal Event - Major Speaker to be Announced
         Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

September 17-24, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Optional Alaska Cruise
         Seattle, Washington
            Contact: 800-929-3598 or http://www.nabt.com/

September 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 24, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Restructuring the Troubled High Tech Company
         Arizona
            Contact: http://www.turnaround.org/

September 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Education Program with NYIC Joint Reception
         CFA/RMA/IWIRC
            Woodbridge Hilton, Iselin, NJ
               Contact: http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Cross Border Business Restructuring and
         Turnaround Conference
            Banff, Alberta
               Contact: http://www.turnaround.org/

October 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

October 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Updates on the New Bankruptcy Law
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

October 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Billards Networking Night - Young Professionals
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

October 31 - November 1, 2006
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Annual Conference
         San Francisco, California
            Contact: http://www.iwirc.com/

November 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Halloween Isn't Over! - Ghosts of turnarounds past who
         remind you about what you should have done differently
            Portland, Oregon
               Contact: http://www.turnaround.org/

November 1-4, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         San Francisco, California
            Contact: http://www.ncbj.org/

November 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/   

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Australia National Conference
         Sydney, Australia
            Contact: http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Program
         St. Louis, Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Reception with NYIC/NYTMA
         TBA, New York
            Contact: 908-575-7333 or http://www.turnaround.org/

November 15, 2006
   LI TMA Formal Event
      TMA Australia National Conference
         Long Island, New York
            Contact: http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Program
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

November 23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Party
         Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Dinner
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

December 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         The Newark Club, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Holiday Party
         TBA, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         GE Commercial Finance, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;           
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
          http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Reverse Mergers - the New IPO?
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation
      under the New Code
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price        
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;  
         http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      The Emerging Role of Corporate Compliance Panels
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero Jainga, 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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