TCR_Public/060525.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, May 25, 2006, Vol. 10, No. 123

                             Headlines

2135 GODBY: Hires Macey Wilensky as Bankruptcy Counsel
2135 GODBY: Wants Access to Legg Mason's Cash Collateral
2135 GODBY: Legg Mason Says There Is No Cash Collateral to Use
2929 PANTHERSVILLE: Section 341(a) Meeting Scheduled for June 15
2929 PANTHERSVILLE: Can Use Lender's Cash Collateral Until June 14

ADELPHIA COMMS: Asks Court to Approve Century/ML Settlement Accord
ADELPHIA COMMS: Sets Discovery Schedule Over Boies Schiller Fees
AES CORPORATION: Fitch Affirms Senior Subordinated Notes' B Rating
AFFINITY TECH: Sets Annual Stockholders' Meeting on June 15
AIR CONDITIONING: Case Summary & 20 Largest Unsecured Creditors

AIRNET COMMS: Bankruptcy Filing Prompts Nasdaq's June 1 Delisting
ALLIED HOLDINGS: Teamsters Appeal CBA Rejection in District Ct.
ALLIED HOLDINGS: Seeks Declaratory Judgment on Insurance Deals
ARGENT SECURITIES: Moody's Reviews Low-B Rating on 2 Cert. Classes
ARVINMERITOR: Fitch Places Debts' BB+ Ratings on Negative Watch

BALMORAL GOLF: Seeks Protection Under Canada's Bankruptcy Act
BOMBARDIER: Moody's Puts B1 Rating on C$880M Sr. Sec. Term Loan
BROOKS AUTOMATION: E.N.Y. Atty. Investigates Stock Options Grant
CARSSX FINANCE: S&P Places Note Classes' Low-B Ratings on Watch
CATHOLIC CHURCH: Portland Files Second Modified Plan

CATHOLIC CHURCH: Portland Tort Panel Files Amended Chapter 11 Plan
CATHOLIC CHURCH: HR&A Pegs Claims Against Portland at $41.7M Max
CHARTER COMMS: Refinances $6.85 Bil. Sr. Secured Credit Facilities
CHARTER COMMS: Posts $459 Million Net Loss in 2006 1st Fiscal Qtr.
CHEMED CORP: Shareholders Reelect 13 Directors to Board

CINRAM INT'L: Declares CA$0.2177 Initial Cash Distribution
CONSOLIDATED ENERGY: Killman Murrell Raises Going Concern Doubt
DLJ MORTGAGE: Moody's Cuts Rating on 2 Cert. Classes to Caa2
DYNEGY INC: Launches 35 Million Class A Common Stock Offering
DYNEGY INC: Redeeming $400 Mil. Series C Pref. Stock Tomorrow

EASTMAN KODAK: Fitch Downgrades Sr. Unsecured Debt Rating to B-
EL PASO CORPORATION: Launches 35 Million Common Stock Offering
ENRON CORP: Settle MegaClaim Lawsuit with Credit Suisse for $90M
ERIE TOBACCO: Moody's Withdraws Rating on Term Bonds
FEDERAL-MOGUL: U.S. Trustee Seeks Court Approval for Kenesis Pact

FEDERAL-MOGUL: Wants to Hire Kenesis Group as Insurance Consultant
FIDELITY NATIONAL: Acquires 70% Interest in Cascade Timberlands
FIRST UNION: Moody's Holds Low-B Rating on 3 Certificate Classes
FOAMEX INTERNATIONAL: Panel Hires Synergetics as Business Advisor
FOAMEX INTERNATIONAL: Assumes Amended Inolex Chemical Contract

FRANK'S OILFIELD: Voluntary Chapter 11 Case Summary
GENELABS TECHNOLOGIES: Nasdaq Issues Delisting Notice
GRANDE COMMS: Moody's Ups Corporate Family & Notes Rating to Caa1
GT BRANDS: Files Amended Disclosure Statement with S.D.N.Y.
GULF COAST: Court Schedules Auction for Some Assets on June 1

GULF COAST: Creditors' 341(a) Meeting Scheduled for June 7
HANGER ORTHOPEDIC: Gets Required Consents for $215MM Senior Notes
HAWK CORP: Moody's Rates $110 Million Sr. Unsec. Notes at B2
INSEQ CORPORATION: Posts $1.8 Mil. Net Loss in 2005
INTERLINE BRANDS: Commences Tender Offer 11-1/2% Senior Sub. Notes

INTERPLAY ENTERTAINMENT: Auditor Raises Going Concern Doubt
KINETIC CONCEPTS: Earns $43.7 Million in Quarter Ended March 31
KOEN BOOK: Can Solicit Votes for Plan After Disclosure Approval
LARRY'S MARKETS: Panel Hires Preston Gates as Bankruptcy Counsel
LARRY'S MARKETS: Files Schedules of Assets and Liabilities

LARRY'S MARKETS: Gets Interim Nod on Scarff as Special Counsel
LEVITZ HOME: Balks at Remediation Contract Payment
LEVITZ HOME: PetSmart Calls for Compliance with Sublease Terms
LEVITZ HOME: Moves to Reject Eletto-Seaman Delivery Contract
LING HSU: Case Summary & 11 Largest Unsecured Creditors

MAGELLAN HEALTH: Moody's Affirms B1 Sr. Sec. Debt Facility Rating
MANITOWOC CO: Moody's Holds Corporate Family Rating at Ba3
MOLECULAR DIAGNOSTICS: Hires Amper Politziner as New Auditors
MORTGAGE ASSISTANCE: Sutton Robinson Raises Going Concern Doubt
OCA INC: Taps Spencer Stuart as Executive Search Consultants

PANTRY INC: Earns $9 Million in Three Months Ended March 31
PERFORMANCE TRANSPORTATION: Timothy Skillman to Serve as CRO
PERFORMANCE TRANSPORTATION: GECC Seeks Decision on Five Leases
PLIANT: Files Exit Financing Committee Letter & Plan Supplements
PRG-SCHULTZ: March 31 Balance Sheet Upside-Down by $101.7 Million

RAMP SERIES: DBRS Places Low-B Rating on $6.8 Million NIM Notes.
RESIDENTIAL ASSET: Fitch Holds Low-B Rating on Four Cert. Classes
RIVERSTONE NETWORKS: Wants Until August 7 to File Civil Actions
ROBERT INGRAHAM: Case Summary & 20 Largest Unsecured Creditors
ROTECH HEALTHCARE: Incurs $2.9 Million Net Loss in First Quarter

SAINT VINCENTS: Proposes Bidding Procedures for St. Mary's Sale
SAINT VINCENTS: Files Statement of Reclamation Claims
SAINT VINCENTS: Intends to Pay $425,000 Break-Up Fee to NAL
SAINT VINCENTS: Balks at NYH's Demands for Agreements Decision
SAV-ON LTD: Court Approves $4.62-Million Asset Sale to R. Waghorne

SEALY MATTRESS: Moody's Ups Rating on $565 Mil. Term Loan to Ba3
SILICON GRAPHICS: Inks Restructuring Agreement with SGI Holders
SILICON GRAPHICS: Wants Adequate Assurance for Utility Companies
SILICON GRAPHICS: Seeks Court's Nod to Reject 3 Unexpired Leases
SOLO CUP: Posts $22.1 Million Net Loss in First Fiscal Quarter

SOLUTIA INC: Balance Sheet Upside-Down by $1.47 Bil. at March 31
SOLUTIA INC: Asks Court to Approve Solicitation Procedures
SOLUTIA INC: Bank of N.Y. says Disclosure Statement is Inadequate
SOTHEBY'S HOLDINGS: Can Access $50MM More Under BofA Credit Deal
SPX CORP: Fitch Upgrades Issuer Default Rating to BB+ from BB

SWIFT INSTRUMENTS: Case Summary & 20 Largest Unsecured Creditors
SYDNEY SHABER: Voluntary Chapter 11 Case Summary
TELOGY INC: Court Confirms Fifth Amended Plan of Reorganization
TOYS "R" US: Plans to Relaunch E-Commerce Sites on July 1
UNUMPROVIDENT CORP: Moody's Holds Ba1 Rating on Sr. Unsec. Debt

VILLAGES AT SARATOGA: Court OKs Appointment of Chapter 11 Trustee
VITESSE SEMICONDUCTOR: Gets Delisting Notice from Nasdaq
WAMU MORTGAGE: S&P Affirms Four Certificate Classes' Low-B Ratings
WHIRLPOOL CORP: Expects $400MM Cost Savings Due to Maytag Merger
W.R. GRACE: Asks Court to Approve Lloyd's London Settlement Pact

W.R. GRACE: Row Ensues Over Fees of Libby Claimants' Professionals
W.R. GRACE: CHL Administration's Claim Cut 65% to $1.7 Million
WINN-DIXIE: Associated Grocers Buys Pompano Center for $51 Million
WINN-DIXIE: Wants to Assume 75 Store Leases on Plan Effective Date
WINN-DIXIE: Assumption of Modified Hallmark Marketing Pact Okayed

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

                             *********

2135 GODBY: Hires Macey Wilensky as Bankruptcy Counsel
------------------------------------------------------
2135 Godby Property, LLC, obtained authority from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Macey, Wilensky, Kessler, Howick & Westfall, LLP, as its
bankruptcy counsel.

Macey Wilensky is expected to:

    a. give the Debtor legal advice with respect to its powers and
       duties as debtor-in-possession in the management of its
       property;

    b. prepare on behalf of the Debtor as debtor-in-possession,
       necessary schedules, application, motions, answers, orders,
       reports and other legal matters;

    c. assist in the examination of the claims of creditors;

    d. assist with the formulation and preparation of the
       disclosure and plan of reorganization and with the
       confirmation and consummation; and

    e. perform all other legal services for the Debtor, as
       necessary.

The Debtor discloses that the Firm's professionals bill:

    Professional                 Designation        Hourly Rate
    ------------                 -----------        -----------
    Frank B. Wilensky, Esq.      Attorney               $375
    Todd E. Hennings, Esq.       Attorney               $315
    William A. Rountree, Esq.    Attorney               $240
    Judith A. Miniatis           Paralegal              $110
    Sandra H. McConnell          Paralegal              $110
    Patricia G. Benjamin         Paralegal              $110

To the best of the Debtor's knowledge, the firm has no connection
with the creditors, or any other party-in-interest, or their
respective attorneys.

Headquartered in Calabasas, California, 2135 Godby Property, LLC,
dba Quail Creek Apartments, owns and operates a 486-unit apartment
in 2135 Godby Road, College Park, Georgia.  The company filed for
chapter 11 protection on May 1, 2006 (Bankr. N.D. Ga. Case No.
06-65007).  Todd E. Hennings, Esq., at Macey, Wilensky, Kessler,
Howick & Westfall, LLP, represents the Debtor in its restructuring
efforts.  No Committee of Unsecured Creditors has been appointed
in the Debtor's case.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
and $50 million.


2135 GODBY: Wants Access to Legg Mason's Cash Collateral
--------------------------------------------------------
2135 Godby Property, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Georgia for permission to use cash
collateral, securing repayment of a $11.6 million debt to Legg
Mason Real Estate Holdings, VI, Inc.

The Debtor operates a 486-unit apartment complex at 2135 Godby
Road in College Park, Georgia.  Legg Mason asserts a first
priority lien on the apartment complex and any revenue from the
property.

The Debtor tells the Court that as of March 7, 2005, the property
was valued at $15 million and operates at 65% occupancy.

                      Use of Cash Collateral

The Debtor says that it will use the cash collateral to meet
ordinary operating expenses and maintain the property.  The Debtor
plans to use the cash collateral, in accordance with a budget,
from May 2006 to April 2007.  A copy of that budget is available
for free at http://ResearchArchives.com/t/s?9b0

As adequate protection, the Debtor will grant Legg mason
replacement liens in rents and associated revenues generated post-
petition of the same kind, extent and priority as the prepetition
lien.

                       Renovation Reserve

The Debtor also asks the Court for permission to use the $400,000
renovation reserve fund held by Legg Mason.  The Debtor will use
the fund to rehabilitate the apartment units in order to increase
the value of the estate.  According to the Debtor, Legg Mason has
a sizable equity cushion and its interest on the property is
adequately protected.  The Debtor assures the Court that it can
make payments against interests on the Legg Mason claims.

                       About 2135 Godby

Headquartered in Calabasas, California, 2135 Godby Property, LLC,
dba Quail Creek Apartments, owns and operates a 486-unit apartment
in 2135 Godby Road, College Park, Georgia.  The Company filed for
chapter 11 protection on May 1, 2006 (Bankr. N.D. Ga. Case No.
06-65007).  Todd E. Hennings, Esq., at Macey, Wilensky, Kessler,
Howick & Westfall, LLP, represents the Debtor in its restructuring
efforts.  No Committee of Unsecured Creditors has been appointed
in the Debtor's case.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
and $50 million.


2135 GODBY: Legg Mason Says There Is No Cash Collateral to Use
--------------------------------------------------------------
Legg Mason Real Estate Holding VI, Inc., a secured creditor in
2135 Godby Property, LLC's chapter 11 case asks the United States
Bankruptcy Court for the Northern District of Georgia to prohibit
the Debtor from using the rent proceeds of its apartment complex
in College Park, Georgia.

The Debtor is seeking permission from the Court to use Legg
Mason's cash collateral.  Legg Mason asserts a first priority lien
on the apartment complex and any revenue from the property.

                       Promissory Note

The Debtor executed and delivered a Promissory Note in the amount
of $11.6 million to Legg Mason Real Estate Capital, Inc., on
May 6, 2005.  Legg Mason says that to secure repayment of that
debt, the Debtor executed a Deed to Secure Debt and Security
Agreement.  Under that agreement, the Debtor conveyed to Legg
Mason a security interest in and title to the Debtor's property.

Legg Mason issued the Debtor a notice of default on March 16,
2006, after the Debtor failed to make interest payments due in
February and March 2006.  On Mar. 17, 2006, Legg Mason gave notice
that it was accelerating the obligations owed under the note.  

Legg Mason further notified Regions Bank, where rents from the
property were deposited, of the default.  Under the terms of the
Deposit Account Agreement, the Bank will hold the account for Legg
Mason.  Legg Mason will have the exclusive right to direct the
Bank regarding the disposition of all checks deposited into the
account.

According to Legg Mason, the Debtor remains in default and as of
May 1, 2006, owes it $12,146,017.  Legg Mason says interest
continues to accrue on the debt.

                   No Cash Collateral to Use

Legg Mason claims that the Debtor no longer has any right to those
funds applied against its indebtedness prior to May 1, 2006.  Legg
Mason argues that it has absolute assignment of the Debtor's
rents, thus these rents are not property of the Debtor's estate.

Legg Mason also contends that in accordance with the loan document
provisions, the renovation reserve, funds deposited in a deposit
account, as well as certain other tax and insurance reserves that
the Debtor requested to use as cash collateral no longer exist.  

                       About 2135 Godby

Headquartered in Calabasas, California, 2135 Godby Property, LLC,
dba Quail Creek Apartments, owns and operates a 486-unit apartment
in 2135 Godby Road, College Park, Georgia.  The company filed for
chapter 11 protection on May 1, 2006 (Bankr. N.D. Ga. Case No.
06-65007).  Todd E. Hennings, Esq., at Macey, Wilensky, Kessler,
Howick & Westfall, LLP, represents the Debtor in its restructuring
efforts.  No Committee of Unsecured Creditors has been appointed
in the Debtor's case.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
and $50 million.


2929 PANTHERSVILLE: Section 341(a) Meeting Scheduled for June 15
----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of 2929
Panthersville Associates' creditors at 2:00 p.m., on June 15,
2006, at Room 365, Russell Federal Building, 75 Spring Street
Southwest in Atlanta, Georgia.

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

Headquartered in Atlanta, Georgia, 2929 Panthersville Associates
owns a 518-unit apartment known as the Spanish Trace East
Apartments in Decatur, Georgia.  The company filed for chapter 11
protection on May 1, 2006 (Bankr. N.D. Ga. Case No. 06-64988).
John A. Christy, Esq., at Schreeder, Wheeler & Flint, LLP,
represents the Debtor.  No Committee of Unsecured Creditors has
been appointed in the Debtor's case.  When the Debtor filed for
protection from its creditors, it estimated assets between $1
million and $10 million and debts between $10 million and $50
million.


2929 PANTHERSVILLE: Can Use Lender's Cash Collateral Until June 14
------------------------------------------------------------------
The Hon. Margaret H. Murphy of the U.S. Bankruptcy Court for the
Northern District of Georgia gave 2929 Panthersville Associates
interim access to cash collateral securing repayment of its debt
to LaSalle Bank National Association.  LaSalle Bank is Trustee for
the registered holders of Morgan Stanley Capital I, Inc.
Commercial Pass-through Certificates, Series 1999-RM1.

Use of the cash collateral will allow the Debtor to meet current
operating expenses, which include insurance, utilities and
supplies.

The Debtor is authorized to use the cash collateral until June 14,
2006, in accordance to a budget filed with the Court.  A copy of
the budget is available for free at:

             http://ResearchArchives.com/t/s?9b8

As adequate protection for its interests, the Debtor grants La
Salle Bank replacement liens and security interests to the extent
of any diminution in value of its collateral.

Headquartered in Atlanta, Georgia, 2929 Panthersville Associates
owns a 518-unit apartment known as the Spanish Trace East
Apartments in Decatur, Georgia.  The company filed for chapter 11
protection on May 1, 2006 (Bankr. N.D. Ga. Case No. 06-64988).
John A. Christy, Esq., at Schreeder, Wheeler & Flint, LLP,
represents the Debtor.  No Committee of Unsecured Creditors has
been appointed in the Debtor's case.  When the Debtor filed for
protection from its creditors, it estimated assets between $1
million and $10 million and debts between $10 million and $50
million.


ADELPHIA COMMS: Asks Court to Approve Century/ML Settlement Accord
------------------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York to
approve a Settlement Agreement and Mutual General Release with
Century/ML Cable Venture.

Adelphia Communications and its wholly owned, indirect subsidiary,
Century Communications Corp., entered into a Settlement Agreement
and Mutual General Release on May 11, 2006, with the:

    -- post-confirmation bankruptcy estate of Century/ML Cable
       Venture; and

    -- ML Media Partners, LP, former co-owner of Century/ML.

Century/ML is a joint venture that was owned 50% by Century and
50% by ML Media; and sold, pursuant to an Interest Acquisition
Agreement dated June 3, 2005, to San Juan Cable, LLC, an entity
formed by MidOcean Partners, and its partner, Crestview Partners.

The sale was consummated on Oct. 31, 2005, with one-half of the
net proceeds placed in an escrow account for the benefit of
ML Media and the other half placed in an escrow account for the
benefit of Century.

Pursuant to the Settlement Agreement, ML Media will receive:

    a. approximately $264,000,000 in the ML Media Escrow Account;

    b. $87,000,000 settlement payment from Century out of the
       Century Escrow Account funds; and

    c. general releases and indemnities related to the continuing
       relationship with San Juan Cable, which the Debtors will
       provide.

The Debtors, on the other hand, will receive:

    a. approximately $264,000,000 in the Century Escrow Account,
       less the $87,000,000 Settlement Payment and a $3,600,000
       payment to San Juan Cable;

    b. $24,400,000 from ML Media's transfer of right to receive
       half of the Delayed Consideration.  As provided by the
       Interest Acquisition Agreement and Century/ML's Plan of
       Reorganization, the Delayed Consideration consists of:

       -- the funds remaining in the Plan Funding Reserve, at
          least $6,000,000 of which will become immediately
          available to Century on the Settlement Agreement's
          consummation;

       -- the $25,000,000 in the Indemnity Escrow Account.
          Pursuant to the Settlement Agreement, Century will now
          be entitled to all recoveries from the Indemnity Escrow
          Account, half of which is scheduled to be released on
          June 31, 2006, and the other half on December 31, 2006;
          and

       -- the $31,500,000 Deferred Purchase Price that secures the
          obligations of Century/ML to pay certain tax
          liabilities.  The deferred purchase price will be paid
          out in installments over several years.  Pursuant to the
          Settlement Agreement, the Debtors will be entitled to
          receive ML Media's share of the Deferred Purchase Price.
          The Debtors presently estimate a maximum recovery of
          approximately $11,800,000 of the Deferred Purchase
          Price; and

    c. general releases, including those relating to claims of
       Century/ML, and dismissal of all litigation.

A copy of the Settlement Agreement is available for free at
http://ResearchArchives.com/t/s?9b4

Based in Coudersport, Pa., Adelphia Communications Corporation --
http://www.adelphia.com/-- is the fifth-largest cable television
company in the country.  Adelphia serves customers in 30 states
and Puerto Rico, and offers analog and digital video services,
high-speed Internet access and other advanced services over its
broadband networks.  The Company and its more than 200 affiliates
filed for Chapter 11 protection in the Southern District of New
York on June 25, 2002.  Those cases are jointly administered under
case number 02-41729.  Willkie Farr & Gallagher represents the
ACOM Debtors.  PricewaterhouseCoopers serves as the Debtors'
financial advisor.  Kasowitz, Benson, Torres & Friedman, LLP, and
Klee, Tuchin, Bogdanoff & Stern LLP represent the Official
Committee of Unsecured Creditors.  (Adelphia Bankruptcy News,
Issue No. 132; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Sets Discovery Schedule Over Boies Schiller Fees
----------------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates, the
Official Committee of Unsecured Creditors, the United States
Trustee, the Official Fee Committee, and Boies Schiller & Flexner,
LLP, stipulate and agree to this discovery schedule with respect
to the firm's final fee application, filed October 3, 2005:

    1. The Parties will serve responses and objections to all
       requests for discovery by July 14, 2006.

    2. The Parties will complete all document production by
       July 31, 2006.

    3. The Parties will start depositions of fact witnesses no
       earlier than September 5, 2006.

    4. The Parties will complete depositions of fact witnesses by
       October 30, 2006.

    5. The Parties will exchange lists of expert witnesses and
       expert reports by November 6, 2006, and will complete
       depositions of experts by December 4, 2006.

    6. Objections to the Application are due by January 5, 2007.

    7. Boies Schiller will file its reply by February 5, 2007.

The U.S. Bankruptcy Court for the Southern District of New York
approved the parties' stipulation.

Based in Coudersport, Pa., Adelphia Communications Corporation --
http://www.adelphia.com/-- is the fifth-largest cable television
company in the country.  Adelphia serves customers in 30 states
and Puerto Rico, and offers analog and digital video services,
high-speed Internet access and other advanced services over its
broadband networks.  The Company and its more than 200 affiliates
filed for Chapter 11 protection in the Southern District of New
York on June 25, 2002.  Those cases are jointly administered under
case number 02-41729.  Willkie Farr & Gallagher represents the
ACOM Debtors.  PricewaterhouseCoopers serves as the Debtors'
financial advisor.  Kasowitz, Benson, Torres & Friedman, LLP, and
Klee, Tuchin, Bogdanoff & Stern LLP represent the Official
Committee of Unsecured Creditors.  (Adelphia Bankruptcy News,
Issue No. 132; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AES CORPORATION: Fitch Affirms Senior Subordinated Notes' B Rating
------------------------------------------------------------------
Fitch affirmed The AES Corporation's Issuer Default Rating at
'B+'.  Fitch also affirmed and withdrew the ratings for the
company's junior convertible debt.  The Rating Outlook for all
remaining instruments is Stable.

AES's ratings reflect:

   * the high degree of parent company recourse debt;

   * the structural subordination of that debt to project level
     debt; and

   * the reliance on distributions from its subsidiaries for
     parent company debt service.

Offsetting, in part, the company's financial risk is the solid
base of utility and contracted generation as well as the
unparalleled diversity of cash flow sources.

Reflecting the uniqueness of its investments and franchises, AES
is frequently lumped in the category of 'merchant generators.'  In
actuality, this is inaccurate.  The vast majority of the company's
cash flows are derived from utility operations and contracted
generation (i.e. generation with at least 75% of its capacity
contracted for not less than five years).

For 2005, utility and contracted generation segments accounted for
more than 80% of distributions to the parent company.  This number
is abnormally high and in part reflects the timing of certain
distributions.  However, Fitch expects that these two segments
will continue to account for approximately 70% of distributions to
the parent for the next several years which refutes the view that
AES is a merchant generating company.

The company's ratings also reflect the significant progress the
company has made in reducing debt and enhancing liquidity.
However, it is clear that the company has shifted its focus from
credit improvement to growth.  Debt retirement has slowed and this
slowing has coincided with the announcement of a host of projects,
both greenfield (Martiza East, Buffalo Gap) and acquisitions
(Tehachappi).

In the past, AES has been aggressive with 'double leverage';
funding the 'equity' portion of new investments with borrowings at
the parent company level.  Management has disavowed this practice
going forward and committed to funding future investments with a
prudent mix of true equity and debt.

A drawback of the company's extensive international operations
relates to coordinating and reconciling financial reporting of the
company's disparate operations.  AES was required to restate its
financial statements twice in the last 18 months due to errors
made in the process of preparing consolidated financials.  While
the resulting restatements were relatively minor and non-cash in
nature, the company's difficulties in this regard point to the
challenges of managing its far-flung operations.

Moreover, the withdrawal of the company's financial statements
caused a default under its secured credit facility.  While AES was
able to obtain a waiver of the default, should such an event recur
in the future under a less forgiving credit environment, it may
present an operating challenge to the company.

The current rating action does not affect the ratings of other AES
affiliates rated by Fitch.  In general, these rated entities are
bankruptcy remote from AES by virtue of their legal structure or
by virtue of their country of location.

AES is a leading global power company, with 2005 sales of $11.1
billion.  AES operates in 26 countries, with generating capacity
of 44,000 megawatts of electricity through 127 power facilities
and delivers electricity through 14 distribution companies.

Fitch affirmed these ratings:

  AES Corporation:

    -- Senior secured credit facility 'BB+/RR1'
    -- Junior secured notes 'BB+/RR1'
    -- Senior unsecured notes 'BB/RR2'
    -- Senior subordinated notes 'B/RR5'

  AES Trust III:

    -- Trust preferred securities 'B/RR5'

  AES Trust VII:

    -- Trust preferred securities at 'B/RR5'

The Outlook on all Ratings is Stable.

Fitch also affirmed the rating of AES's convertible notes at 'B'
and simultaneously withdraws the rating.


AFFINITY TECH: Sets Annual Stockholders' Meeting on June 15
-----------------------------------------------------------
The Annual Meeting of the Stockholders of Affinity Technology
Group, Inc., will be held at the Ramada Plaza Hotel, 8105 Two
Notch Road, in Columbia, South Carolina, on June 15, 2006, at
10:00 a.m.

During the meeting stockholders will be asked to:

      a) elect three members to the Board of Directors;

      b) consider and vote upon a proposal to amend the
         Certificate of Incorporation of the Company to increase
         the number of authorized shares of common stock, par
         value $0.0001 per share, from 60 million shares to 100
         million shares; and

      c) consider and vote upon a proposal to ratify the
         appointment of Scott McElveen L.L.P. as the Company's
         independent public accounting firm for the year ending
         Dec. 31, 2006.

The Board of Directors fixed the close of business on
April 17, 2006, as the record date for the determination of
stockholders entitled to vote at the meeting.

A full-text copy of the proxy statement for the annual
stockholders' meeting is available for free at:

               http://researcharchives.com/t/s?9a6

                   About Affinity Technology

Through its subsidiary, decisioning.com, Inc., Affinity Technology
Group, Inc. -- http://www.affi.net/-- owns a portfolio of patents  
that covers the automated processing and establishment of loans,
financial accounts and credit accounts through an applicant-
directed remote interface, such as a personal computer or terminal
touch screen.  Affinity's patent portfolio includes U. S. Patent
No. 5,870,721C1, No. 5,940,811, and No. 6,105,007.

                          *     *     *

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 19, 2006,
Scott McElveen, L.L.P., expressed substantial doubt about Affinity
Technology Group, Inc.'s ability to continue as a going concern
after it audited the Company's financial statements for the year
ended Dec. 31, 2005.  The auditing firm pointed to the company's
recurring operating losses, accumulated deficit, and certain
convertible notes in default.

As of Dec. 31, 2005, the company's balance sheet showed total
assets of $152,311 and total debts of $2,200,682.  At Dec. 31,
2005, the company had an accumulated deficit of $69.2 million
compared to an accumulated deficit of $68.7 million for the same
period in 2004.  At Dec. 31 2005, Affinity Technology's equity
deficit widened to $2,048,371, from a $1,513,523 equity deficit at
Dec. 31, 2004.


AIR CONDITIONING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Air Conditioning Enterprises, Inc.
        dba Heating & Cooling Services, Inc.
        P.O. Box 31443
        Independence, Ohio 44131-0443

Bankruptcy Case No.: 06-12027

Type of Business: The Debtor offers air conditioner
                  repair services.

Chapter 11 Petition Date: May 23, 2006

Court: Northern District of Ohio (Cleveland)

Judge: Randolph Baxter

Debtor's Counsel: Kenneth J. Freeman, Esq.
                  Kenneth J. Freeman Co., LPA
                  515 Leader Building
                  526 Superior Avenue
                  Cleveland, Ohio 44114-1903
                  Tel: (216) 771-9980
                  Fax: (216) 771-9978

Total Assets:   $123,694

Total Debts:  $1,093,876

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
SN Servicing Corp.               Real Estate           $244,183
323 5th Street
Eureka, CA 95501

Avery Engineering Co., Inc.      Judgment              $113,802
8693 Lake Forest Court
Chagrin Falls, OH 44023

Ameritech Publishing Inc.        Advertising            $24,077
30600 Telegraph Road
Bingham Farms, MI 48025

Thomas Reising                   Commissions            $23,061

Shell Oil                        Credit Card            $12,975

Gardiner Service                 Supplier                $7,544

Commercial Crane                 Supplier                $4,950

National City Bank               Credit Card Purchases   $4,919

The Trane Company                Supplier                $4,853

Ware-Shearer                     Supplier                $3,685

Virginia Air Distributors, Inc.  Supplier                $3,139

Crane Ohio                       Supplier                $2,600

Ralco Industrial                 Supplier                $2,158

York International               Supplier                $1,901

Lennox Industries, Inc.          Supplier                $1,878

Jasher Roofing                   Supplier                $1,750

Arzel Technology                 Supplier                $1,443

Grainger, W.W. Inc.              Supplier                $1,261

Pliotron Corp. of America        Supplier                $1,091

Marles Business Systems Inc.     Supplier                $1,028


AIRNET COMMS: Bankruptcy Filing Prompts Nasdaq's June 1 Delisting
-----------------------------------------------------------------
The Nasdaq Stock Market Inc. advised AirNet Communications
Corporation that the Company will be delisted from The Nasdaq
Stock Market at the opening of business on June 1, 2006 pursuant
to Marketplace Rules 4300, 4450 (f), and IM-4300.  

Nasdaq's determination is based on these factors:

    -- the Company's voluntary filing under Chapter 11 of the U.S.
       Bankruptcy Code on May 22, 2006, and the public interest
       concerns raised by the Filing;

    -- concerns regarding the residual equity interest of the
       existing listed securities holders; and

    -- concerns about the Company's ability to sustain compliance
       with all requirements for continued listing on The Nasdaq
       Stock Market.

The Company has the right to request an expedited hearing to
appeal the Nasdaq's delisting determination under the Marketplace
Rule 4800 Series.  In the event of such an appeal, the Company
would have to address continued listing requirements including
minimum bid price, market value of securities in the public float,
and stockholders equity.  The Company currently has no plans to
appeal the Nasdaq determination.

Since the Company does not plan to appeal the Nasdaq's delisting
determination, the Company's securities will not be immediately
eligible to trade on the OTC Bulletin Board or in the "Pink
Sheets."  The securities may become eligible if a market maker
makes application to register in and quote the security in
accordance with SEC Rule 15c2-11, and such application is cleared.  
Only a market maker, not the Company, may file a Form 211.  
Pursuant to Marketplace Rules 6530 and 6540, a Form 211 cannot be
cleared if the Company is not current in its filing obligations.  
As of May 25, 2006, the Company was not current in its filing
obligations.

                           About AirNet

Based in Melbourne, Florida, AirNet Communications Corporation --
http://www.airnetcom.com/-- is a supplier of wireless base
stations and other telecommunications equipment that allow service
operators to cost-effectively and simultaneously offer high-speed
wireless data and voice services to mobile subscribers.  The
Company filed for chapter 11 protection on May 22, 2006 (Bankr.
M.D. Fla. Case No. 06-01171).  R. Scott Shuker, Esq., at      
Gronek & Latham LLP, in Orlando, Florida, represents the Debtor.  
When the Debtor filed for protection from its creditors, it listed
assets of $15,701,881, and debts of 21,615,346.


ALLIED HOLDINGS: Teamsters Appeal CBA Rejection in District Ct.
---------------------------------------------------------------
Teamsters National Automobile Transporters Industry Negotiating
Committee and certain Local Unions, all affiliated with the
International Brotherhood of Teamsters in the United States, took
an appeal to the U.S. District Court for the Northern District of
Georgia from the U.S. Bankruptcy Court for the Northern District
of Georgia's decision granting Allied Holdings, Inc., and its
debtor-affiliates interim relief from their collective bargaining
agreement.

The Teamsters want the District Court to review whether the
Bankruptcy Court's erred in:

    * permitting a motion under Section 1113(e) of the Bankruptcy
      Code for interim relief to proceed in the absence of a
      pending proceeding initiated under Section 1113(b);

    * giving standing to the agent for the DIP lenders and in
      giving decisional weight to the lenders' demand that Section
      1113(e) relief be granted;

    * failing to require the Debtors to prove the collective
      bargaining agreement was the cause of their imminent
      collapse;

    * permitting the Debtors to breach their collective bargaining
      agreement for the benefit of the DIP lenders, by imposing
      wage cuts to pay interest on the lenders' loans;

    * permitting the Debtors to breach their collective bargaining
      agreement for the benefit of executives, managers and
      restructuring professionals, by imposing wage cuts as a
      transfer payment from rank-and-file workers to other
      constituencies; and

    * refusing to supplement the record with an offer of proof
      that the Debtors continued to spend cash on discretionary
      items on the day after the hearing.

               Teamsters Seek Leave to File Appeal

The Teamsters ask the District Court to rule that only parties-in-
interest in the proceeding are the parties to the collective
bargaining agreement, specifically, the Debtors, Morgan Stanley
Senior Funding, and the Teamsters.

The Teamsters also seek for a reversal of the Bankruptcy Court's
Order granting interim relief from the collective bargaining
agreement, and an order that the wage cuts imposed be re-paid to
employees covered by the collective bargaining agreement as
expenses of administration entitled to priority.

Frederick Perillo, Esq., at Previant, Goldberg, Uelmen, Gratz,
Miller and Brueggeman, s.c., in Milwaukee, Wisconsin, says the
order under appeal is arguably a final order.

Mr. Perillo tells the District that if the order is not final, the
request for leave to appeal should be granted because:

    -- denial of leave to appeal will effectively terminate the
       litigation and will cause irreparable harm to the
       employees.  For the employees who will lose over $4,000,000
       in the next 50 days, the interlocutory appeal is the only
       chance to make a legal argument to an appellate body why
       their wages should not have been cut;

    -- there are substantial weaknesses in the Court's opinion
       including improperly granting:

       * interim relief without taking into account the
         requirements of Section 1113;

       * standing to the Secured Lender's Agent; and

       * relief in the absence of proof that the contract is the
         "but for" cause of the Debtors' imminent collapse.

    -- the issues presented are primarily legal issues, important
       in themselves and to the litigation, some of which will
       escape review entirely if not heard now; and

    -- the "emergency" nature and status of the litigation
       supports leave to appeal.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide  
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Seeks Declaratory Judgment on Insurance Deals
--------------------------------------------------------------
During the 1980s and 1990s, Allied Holdings, Inc., and its
debtor-affiliates offered certain executives the opportunity to
participate in split-dollar life insurance arrangements, which
were then common forms of executive benefits.  Under the
arrangement, the Debtors advanced the premium payments required to
maintain whole or universal life insurance on the lives of their
executives.

The owners of the policies were trusts established by the
executives.  The life insurance policies were assigned to the
insurance trusts, but the trusts collaterally assigned to the
Debtors the policies for the purpose of providing the Debtors with
a security interest in both the policies' cash value and the
policies' death benefit equal to the total of the Debtors'
interest in the premiums they had advanced.

The relationships between the Debtors and insurance trusts are
governed by insurance agreements entered into with the trustees of
the various insurance trusts.  The insurance agreements contain
provisions defining the circumstances under which the Debtors are
entitled to be reimbursed their interest in the premiums advanced.

Pursuant to the Sarbanes-Oxley Act of 2002, which in part
prohibits loans by the Debtors to their officers and directors,
the Debtors ceased advancing funds for the payment of premiums in
2002.

                       Berner F. Wilson, Jr.

Berner F. Wilson, Jr. is a member of the Board of Directors of
Allied Holdings, Inc.  Between January 1, 1992, and September 1,
1995, three life insurance policies were issued on the life of
Mr. Wilson:

                                 Debtors'          Net Cash
    Policies                     Interest       Surrender Value
    --------                     --------       ---------------
    General American Policy       $63,941           $86,201
    No. 3916882

    General American Policy       148,187            17,004
    No. 3936472

    New York Life Policy          550,795           546,856
    No. 44772597
                                 --------
    TOTAL                        $762,932
                                 ========

The BFW Trust Agreement dated May 3, 1994, was entered into
between the Mr. Wilson as the grantor and Beverly Wilson and
Michael Axelrod as the trustees.  The BFW Trust was funded with
the BFW Policies.

Jeffrey W. Kelley, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, notes that the Debtors and the Trustees entered into a
BFW Split-Dollar Agreement, dated May 3, 1994, under which the
Debtors advanced sums for the payment of the premiums necessary
to maintain the BFW Policies.  Collateral assignments for each of
the BFW Policies were executed by the Debtors and the BFW Trust.

Pursuant to the BFW Split-Dollar Insurance Agreement, and the
Collateral Assignments, the Debtors hold a collateral interest in
the BFW Policies to the extent of their Net Cash Surrender Value.

The BFW Split-Dollar Insurance Agreement terminated on July 31,
2005, due to the filing of the Debtors' Chapter 11 petition.

The BFW Split-Dollar Insurance Agreement provides that each of
the of the subject insurance policies are to be collaterally
assigned by the Trustees to an escrow agent, on behalf of the
Debtors, to secure the payment to the Debtors of their interests
in the Policies.

Each of the Collateral Assignments provides that the Debtors'
security interest in the Policy will be limited to:

    * the right to realize against the cash value of the policy in
      the event of the termination of employment by the Insured;

    * the right to realize against the cash value in the event of
      failure by the Insured or his transferee to pay that portion
      of the premium;

    * the right to realize against the cash value in the event the
      Agreement is terminated by either party; and

    * the right to realize against the proceeds of the Policy, as
      provided in the Agreement, in the event of the death of the
      Insured.

Under the terms of the BFW Split-Dollar Insurance Agreement and
the Collateral Agreements, the Debtors are presently due their
interest in the proceeds of the Policies calculated as of July
31, 2005, Mr. Kelley says.

However, the Trustees refuse to surrender the Policies to provide
funds for the payment of the Debtors' interests in the Policies.

Mr. Kelley asserts that the Debtors' estates will be irreparably
harmed if the Trustees fail to surrender the Policies.

The Debtors are entitled to judgment compelling the Trustees to
surrender the Policies and declaring that the Trustees are not
authorized to use the cash values of the Policies to pay premiums
prior to its surrender.  In addition, the Trustee must repay all
postpetition loans against the cash values of the Policies to the
extent the loans exceed the amounts of the equity cushion, Mr.
Kelley tells the U.S. Bankruptcy Court for the Northern District
of Georgia.

                        A. Mitchell Poole, Jr.

A. Mitchell Poole, Jr. is a former officer and member of the
Board of Directors of Allied Holdings, Inc.  Between December 26,
1991, and March 20, 1995, five life insurance policies were
issued on the life of Mr. Poole:

                                 Debtors'          Net Cash
    Policies                     Interest       Surrender Value
    --------                     --------       ---------------
    General American Policy      $156,060          $133,518
    No. 3936473

    General American Policy        43,351            59,847
    No. 3916947

    General American Policy        10,862            14,096
    No. 3917195

    New York Life Policy          381,063           407,609
    No. 44772807

    New York Life Policy          102,429            98,360
    No. 44775492
                                 --------
    TOTAL                        $693,756
                                 ========

The Poole Insurance Agreement was entered into between Mr. Poole
as the grantor, and Rebecca C. Poole and Donna D. Glenn as the
trustees.

The Debtors and the Trustees entered into a certain Poole
Split-Dollar Insurance Agreement.  The Poole Split-Dollar
Agreement was subsequently amended.

Pursuant to the terms of the Poole Split-Dollar Insurance
Agreement, the Debtors advanced sums for the payment of the
premiums necessary to maintain the Poole Policies.

Similarly, the Poole Insurance Trust and the Debtors executed
collateral assignments for each Poole Policies, Mr. Kelley
relates.  Pursuant to the Poole Split-Dollar Insurance Agreement
and the Collateral Assignments, the Debtors hold a collateral
interest in the Poole Policies to the extent of their Net Cash
Surrender Value.

The Poole Split-Dollar Insurance Agreement terminated on July 31,
2005 due to the filing of the Debtors' voluntary chapter 11
petition.  Pursuant to Paragraph 9(a) of the Poole Insurance
Agreement, upon termination, the Debtors are entitled to the
return of its interest in each Policy.

Under the terms of the Poole Split-Dollar Insurance Agreement and
the Collateral Agreements, the Debtors are presently due their
interest in the proceeds of the Policies calculated as of July
31, 2005.

                A. Mitchell Poole and Rebecca C. Poole

On March 20, 1998 a Manufacturers Life Insurance Company Policy
No. 58582073 was issued on the life of Mr. Poole.  The AMP Family
Insurance Trust Agreement dated January 23, 1998, was entered
into between A. Mitchell Poole, Jr. and Rebecca C. Poole as the
grantors, and Donna D. Glenn as the trustee.  The AMP Insurance
Trust was funded with the AMP Policy.

Subsequently, the Debtors and the Trustees entered into the AMP
Split-Dollar Agreement dated March 13, 1998 under which the
Debtors advanced sums for payment of the premiums necessary to
maintain the AMP Policy.

The AMP Insurance Trust and the Debtors executed a collateral
assignment of the AMP Policy.

Pursuant to the AMP Split-Dollar Insurance Agreement and the
Collateral Assignment, the Debtors hold a $146,806 collateral
interest in the AMP Policy to the extent of their Net Cash
Surrender Value of $133,297.

The AMP Split-Dollar Insurance Agreement terminated on July 31,
2005, due to the filing of the Debtors' Chapter 11 petition.
Pursuant to the AMP Insurance Agreement, upon termination, the
Debtors are entitled to the return of its interest in each
Policy.

                        Robert J. Rutland

Several insurance policies were issued on the life of Robert J.
Rutland, the chairman of the Board of Directors of Allied
Holdings, Inc.

(A) The RJR/CBR Policies

On December 29, 2000, September 17, 1989, and June 25, 1995,
three life insurance policies -- the RJR/CBR Policies -- were
issued on the life of Mr. Rutland:

                                 Debtors'          Net Cash
    Policies                     Interest       Surrender Value
    --------                     --------       ---------------
    Nationwide Policy            $327,815        $1,284,461
    No. N101030340

    Prudential Policy             300,681           980,362
    No. 62289761

    Prudential Policy             412,125           461,231
    No. 77775190
                                 --------
    TOTAL                      $1,040,621
                                 ========

The RJR/CBR Insurance Trust dated August 11, 1993 was entered
into between Robert J. Rutland and Cherry B. Rutland as the
grantors, and H. Anthony McCullar and Charles W. Burge, as the
trustees.  The RJR/CBR Insurance Trust was funded with the
RJR/CBR Policies.

The Debtors and the Trustees entered into a RJR/CBR Split-Dollar
Insurance Agreement on December 31, 1993.  Under the terms of the
RJR/CBR Split-Dollar Insurance Agreement, the Debtors advanced
sums for the payment of the premiums necessary to maintain the
RJR/CBR Policies.

According to Mr. Kelley, collateral assignments for each RJR/CBR
Policies were executed by the RJR/CBR Insurance Trust and the
Debtors.  Pursuant to the RJR/CBR Split-Dollar Insurance
Agreement, and the Collateral Assignments, the Debtors hold a
collateral interest in the RJR/CBR Policies to the extent of
their Net Cash Surrender Value.

The RJR/CBR Split-Dollar Insurance Agreement terminated on July
31, 2005 due to the filing of the Debtors' voluntary chapter 11
petition.  Under the RJR/CBR Insurance Agreement, upon
termination, the Debtors are entitled to the return of their
interest in each Policy.

(B) The AR-JA-AR Policies

On June 1, 1999, and June 1, 2006, two life insurance policies --
AR-JA-AR Policies -- were issued on the life of Mr. Rutland:

                                 Debtors'          Net Cash
    Policies                     Interest       Surrender Value
    --------                     --------       ---------------
    Nationwide Policy            $285,075          $256,162
    No. N056062860

    Nationwide Policy             700,484         1,105,533
    No. N056138820
                                 --------
    TOTAL                        $985,559
                                 ========

The AR-JA-AR Trust Agreement was entered into by Mr. Rutland and
three Trustees:

    * Cherry B. Rutland,
    * H. Anthony McCullar, and
    * Linda B. Rutland.

The Debtors and the Trustees entered into a certain AR-JA-AR
Split-Dollar Insurance Agreement on August 1, 1999, under which
the Debtors advance sums for the payment of the premiums
necessary to maintain the AR-JA-AR Policies.

Collateral assignments for each of the AR-JA-AR were executed by
the AR-JA-AR Trust and the Debtors.  In addition, pursuant to the
AR-JA-AR Split-Dollar Insurance Agreement and the Collateral
Assignments, the Debtors holds a collateral interest in the AR-
JA-AR Policies to the extent of their "Net Cash Surrender Value."

The AR-JA-AR Split-Dollar Insurance Agreement terminated on July
31, 2005, due to the filing of the Debtors' Chapter 11 petition.
Pursuant to AR-JA-AR Insurance Agreement, upon termination, the
Debtors are entitled to the return of their interest in each
Policy.

             Guy W. Rutland III and Linda B. Rutland

Guy W. Rutland III is a member of the Board of Directors of
Allied Holdings, Inc.  On December 29, 2000, September 17, 1989,
and June 25, 1995, three life insurance policies were issued on
the life of Mr. Guy Rutland:

       Policies                  Debtors'          Net Cash
                                 Interest       Surrender Value
       --------                  --------       ---------------
    Nationwide Policy            $644,533          $1,860,515
    No. N100977230

    Prudential Policy             508,965             573,006
    No. 77775186

    Prudential Policy             400,688            1,150,512
    No. 62289760
                                ==========
    TOTAL                       $1,544,186

Guy Rutland and Linda B. Rutland, as the grantors, entered into
the GWR,III/LBR Insurance Trust dated August 11, 1993 with H.
Anthony McCullar and Charles W. Burge, as the trustees.  The
GWR,III/LBR Insurance Trust was funded with the GWR,III/LBR
Policies.

The Debtors and the Trustees entered into the GWR,III/LBR
Split-Dollar Insurance Agreement dated December 31, 1993.  Under
the terms of the GWR,III/LBR Split-Dollar Insurance Agreement,
the Debtors advanced sums for the payment of the premiums
necessary to maintain the GWR,III/LBR Policies.

Collateral assignments for each GWR,III/LBR Policies were
executed by the GWR,III/LBR Insurance Trust and the Debtors.
Pursuant to the GWR,III/LBR Split-Dollar Insurance Agreement and
the Collateral Assignments, the Debtors hold a collateral
interest in the GWR,III/LBR Policies to the extent of their Net
Cash Surrender Value.

When the Debtors filed its Chapter 11 petition on July 31, 2005,
the GWR,III/LBR Split-Dollar Insurance Agreement was terminated.
The GWR,III/LBR Insurance Agreement provides that upon
termination of the Agreement, the Debtors are entitled to the
return of their interest in each Policy.

Mr. Kelley tells the Court that the Trustees refuse to surrender
the Policies to provide funds for the payment of the Debtors'
interest in the Policies.

                Debtors Seek Declaratory Judgment

For these reasons, the Debtors ask the Court to declare that:

    (1) these agreements terminated as of July 31, 2005:

        * BFW Split-Dollar Insurance Agreement,
        * Poole Split-Dollar Agreement,
        * RJR/CBR Split-Dollar Insurance Agreement,
        * GWR,III/LBR Split-Dollar Insurance Agreement,
        * AR-JA-AR Split-Dollar Insurance Agreement, and
        * AMP Split-Dollar Insurance Agreement.

    (2) they are presently entitled to receive their interest in
        the proceeds of these Policies calculated as of July 31,
        2005:

        * BFW Policies,
        * Poole Policies,
        * RJR/CBR Policies,
        * GWR,III/LBR Policies,
        * AR-JA-AR Policies, and
        * AMP Policies.

    (3) they are presently entitled to obtain loans or other
        withdrawals from the Policies to the extent of their
        interest in the Policies.

The Debtors further ask the Court to compel the Trustees to:

    -- surrender the Policies and turnover the Debtors' interest
       in the Policies; and

    -- repay all postpetition loans against the cash value of the
       Policies to the extent that the loans are greater than the
       equity cushion in cash value of the Policies.

A full-text copy of the BFW Trust Agreement, Insurance Agreement
and the Collateral Assignment is available for free at:

       http://researcharchives.com/t/s?9a9

A full-text copy of the Poole Trust Agreement, Insurance
Agreement and the Collateral Assignment is available for free at:

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

A full-text copy of the RJR/CBR Trust Agreement, Insurance
Agreement and the Collateral Assignment is available for free at:

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

A full-text copy of the GWR,III/LBR Trust Agreement, Insurance
Agreement and the Collateral Assignment is available for free at:

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

A full-text copy of the AR-JA-AR Trust Agreement, Insurance
Agreement and the Collateral Assignment is available for free at:

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

A full-text copy of the AMP Trust Agreement, Insurance Agreement
and the Collateral Assignment is available for free at:

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

                       About Allied Holdings

Headquartered in Decatur, Georgia, Allied Holdings, Inc. (OTC Pink
Sheets: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its   
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The Company
and 22 of its affiliates filed for chapter 11 protection on
July 31, 2005 (Bankr. N.D. Ga. Case Nos. 05-12515 through
05-12537).  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represents the Debtors in their restructuring efforts.  Henry S.
Miller at Miller Buckfire & Co., LLC, serves as the Debtors'
financial advisor.  Anthony J. Smits, Esq., at Bingham McCutchen
LLP, provides the Official Committee of Unsecured Creditors with
legal advice and Russell A. Belinsky at Chanin Capital Partners,
LLC, provides financial advisory services to the Committee.  When
the Debtors filed for protection from their creditors, they
estimated more than $100 million in assets and debts. (Allied
Holdings Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ARGENT SECURITIES: Moody's Reviews Low-B Rating on 2 Cert. Classes
------------------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
seventeen certificates from seven 2003 deals originated by
Ameriquest Mortgage Company and Argent Mortgage Company, the
retail and wholesale mortgage loan originators of ACC Capital
Holdings.

The transactions are backed by adjustable- and fixed-rate subprime
mortgage loans.  These certificates are being placed on review for
upgrade based on their levels of credit enhancement provided by
the excess spread, overcollateralization, subordinate classes, and
in some cases mortgage insurance.

Moody's review will focus on the degree to which projected losses
are expected to be covered by credit support for these
certificates.

In addition, Moody's placed under review for possible downgrade
fifteen certificates from ten deals originated by Ameriquest
Mortgage Company and Argent Mortgage Company.  The review was
prompted by existing credit enhancement levels being low relative
to the current projected losses on the underlying pools.

Moody's review will focus on the degree to which projected losses
are likely to cause eventual erosion of credit enhancement and
potential loss to certificateholders.

Moody's complete rating actions:

Review for possible upgrade:

Issuer: Ameriquest Mortgage Securities Inc.

   * Series 2003-3; Class M-1, current rating Aa2, under
     review for possible upgrade
   * Quest Trust 2003-X1; Class M-1, current rating Aa2,
     under review for possible upgrade
   * Quest Trust 2003-X1; Class M-2, current rating A1,
     under review for possible upgrade
   * Series 2003-AR1; Class M-1, current rating Aa2, under
     review for possible upgrade
   * Series 2003-AR1; Class M-2, current rating A2, under
     review for possible upgrade
   * Series 2003-AR3; Class M-1, current rating Aa2, under
     review for possible upgrade
   * Series 2003-AR3; Class M-2, current rating A2, under
     review for possible upgrade
   * Series 2003-AR3; Class M-3, current rating A3, under
     review for possible upgrade
   * Series 2003-AR3; Class M-4, current rating Baa1, under
     review for possible upgrade

Issuer: Argent Securities Inc.

   * Series 2003-W1; Class M-1, current rating Aa2, under
     review for possible upgrade
   * Series 2003-W1; Class M-2, current rating A2, under
     review for possible upgrade
   * Series 2003-W4; Class M-1, current rating Aa2, under
     review for possible upgrade
   * Series 2003-W4; Class M-2, current rating A2, under
     review for possible upgrade
   * Series 2003-W4; Class M-3, current rating Baa1, under
     review for possible upgrade
   * Series 2003-W5; Class M-1, current rating Aa2, under
     review for possible upgrade
   * Series 2003-W5; Class M-2, current rating A2, under
     review for possible upgrade
   * Series 2003-W5; Class M-3, current rating A3, under
     review for possible upgrade

Review for possible downgrade:

Issuer: Ameriquest Mortgage Securities Inc.

   * Series 2002-3; Class M-4, current rating Baa3, under
     review for possible downgrade
   * Series 2002-C; Class M-2, current rating Baa3, under
     review for possible downgrade
   * Series 2003-1; Class M-4, current rating Baa3, under
     review for possible downgrade
   * Series 2003-2; Class M-3, current rating Baa2, under
     review for possible downgrade
   * Series 2003-2; Class M-4, current rating Baa3, under
     review for possible downgrade
   * Series 2003-5; Class M-3, current rating A3, under
     review for possible downgrade
   * Series 2003-7; Class M-5, current rating Baa3, under
     review for possible downgrade
   * Series 2003-8; Class M-5, current rating Baa2, under
     review for possible downgrade
   * Series 2003-8; Class MV-6, current rating Baa3, under
     review for possible downgrade
   * Series 2003-8; Class MF-6, current rating Baa3, under
     review for possible downgrade
   * Quest Trust 2003-X4; Class M-3, current rating Baa3,
     under review for possible downgrade
   * Series 2003-AR2; Class M-3, current rating Baa1, under
     review for possible downgrade

Issuer: Argent Securities Inc.

   * Series 2004-PW1; Class M-9, current rating Baa3, under
     review for possible downgrade
   * Series 2004-PW1; Class M-10, current rating Ba1, under
     review for possible downgrade
   * Series 2004-PW1; Class M-11, current rating Ba2, under
     review for possible downgrade


ARVINMERITOR: Fitch Places Debts' BB+ Ratings on Negative Watch
---------------------------------------------------------------
Fitch Ratings placed the ratings of ArvinMeritor on Rating Watch
Negative following the company's announcement that it will be
replacing its existing $900 million unsecured revolving bank
facility with a senior secured facility, including a new Term
Loan-B tranche.  Fitch's current ratings on ArvinMeritor are:

  -- Issuer Default Rating 'BB+'
  -- Senior unsecured debt ratings 'BB+'
  -- Trust preferred rating 'BB-'

Since the company will be granting security in the new bank
facility, the relative position of the unsecured debt holders is
likely to become impaired.  Fitch will analyze the size,
structure, collateral and covenants contained in the new facility
before assigning ratings to the bank facilities and to outstanding
senior unsecured debt.  Under ArvinMeritor's unsecured indentures,
the company has a limitation on liens of up to 15% of the value of
consolidated net tangible assets, which is defined to exclude
certain 'principal property' assets.

Continued stresses in ARM's core automotive market and an
anticipated decline of 35%-45% in the 2007 heavy truck market will
impact ARM's cash generation in 2007, leading to a review of the
IDR.  ARM's 2006 operating performance will continue to benefit
from the strength of the heavy-duty truck market.  Together with
recent asset sales, this could provide a modest strengthening of
ARM's balance sheet through year-end, potentially enhancing the
company's resources upon entering the pending downcycle.  The
covenants contained in the new senior secured facility will also
be a factor in the review of the IDR.


BALMORAL GOLF: Seeks Protection Under Canada's Bankruptcy Act
-------------------------------------------------------------
Balmoral Golf Club is seeing protection under the Bankruptcy and
Insolvency Act of Canada in order to protect the investments,
privileges and rights of the club's members, as well as the jobs
of its staff and the agreements with its suppliers.

The Company's Board of Directors said Balmoral must resort to this
transitory and preventive measure because of legal procedures
instigated against the Company.  The lawsuits pertain primarily to
decisional and administrative issues.  The Board is awaiting the
court ruling before it will take further action.

Balmoral says the temporary situation will interfere with its
regular activities.  All services will be maintained.

Balmoral Golf Club -- http://www.balmoralgolf.com/-- is an  
18-hole golf course located at Morin Heights in Quebec, Canada.


BOMBARDIER: Moody's Puts B1 Rating on C$880M Sr. Sec. Term Loan
---------------------------------------------------------------
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.

In the fourth paragraph, the first sentence should be reworded as
follows: "BRP is contemplating issuing roughly C$900 million of
debt through a term loan for a shareholder distribution, share
repurchase, refinance US$200 million of subordinated notes and for
other corporate purposes", rather than "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 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 for a shareholder distribution, share repurchase,
refinance C$230 million of subordinated notes and for other
corporate purposes.

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 15, 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 to Ba3 from 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 AUTOMATION: E.N.Y. Atty. Investigates Stock Options Grant
----------------------------------------------------------------
Brooks Automation, Inc., received a grand jury document subpoena
from the U.S. Attorney for the Eastern District of New York
requesting records pertaining to the granting of stock options.
Brooks intends to fully cooperate with the U.S. Attorney in
responding to this subpoena.

Options give their holders the right to buy shares at a fixed, or
exercise, price.  Holders can profit by buying shares at the
exercise price and selling them when the stock-market price
exceeds it.

Brooks Automation, Inc. (NASDAQ: BRKS) -- http://www.brooks.com/
-- is a provider of automation solutions and integrated subsystems
to the global semiconductor and related industries.  Brooks'
products and global services are used in semiconductor fab in a
number of diverse industries outside of semiconductor
manufacturing.  

                         *     *     *

As reported in the Troubled Company Reporter on May 19, 2006,
holders of more than 25% of the aggregate outstanding principal
amount of Brooks Automation's 4.75% Convertible Subordinated Notes
due 2008 notified the Company that its previously announced
failure to file its Quarterly Report on Form 10-Q for the period
ended March 31, 2006, on a timely basis represented a breach of
its obligations under the indenture governing the notes.


CARSSX FINANCE: S&P Places Note Classes' Low-B Ratings on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on series
B-3, B-4, and B-5 from CARSSX Finance Ltd. Credit Linked Notes
Series 2004-A on CreditWatch with positive implications.
     
The rating actions reflect the May 3, 2006, placement of the
ratings on the underlying securities, the class B-3, B-4, and B-5
notes issued by CARSS Finance L.P. 2004-A, on CreditWatch with
positive implications.
     
This issue is a swap-independent synthetic transaction that is
weak-linked to the reference obligations on the underlying
collateral for each class.
     
Ratings Placed On Creditwatch Positive:
    
CARSSX Finance Ltd. Credit Linked Notes Series 2004-A
$30 million credit linked notes

                             Rating

    Referenced obligation   Series   Class       To         From
    ---------------------   ------   -----       --         ----
    Class B-3 of CARSS       B-3     B-3    BB/Watch Pos     BB    
    Finance L.P. 2004-A

    Class B-4 of CARSS       B-4     B-4    BB-/Watch Pos    BB-   
    Finance L.P. 2004-A

    Class B-5 of CARSS       B-5     B-5     B/Watch Pos     B     
    Finance L.P. 2004-A


CATHOLIC CHURCH: Portland Files Second Modified Plan
----------------------------------------------------
The Archdiocese of Portland in Oregon delivered its Second
Modified Plan of Reorganization and accompanying Disclosure
Statement to the U.S. Bankruptcy Court for the District of Oregon
on May 22, 2006.

Leonard Vuylsteke, the Archdiocese's Director of Financial
Services, notes that the Second Modified Disclosure Statement and
Plan provide for minimal changes.  The modifications mainly deal
on provisions relating to claims estimation by the U.S. District
Court for the District of Oregon, insurance recoveries, and the
claims resolution facility.

                 District Court's Claim Estimation

The Second Modified Plan requires the District Court to make
rulings, which will:

   * establish the estimated aggregate amount of allowed claims
     for the purpose of the Reorganized Portland's providing
     funding for claims up to the estimated amount; and

   * permit the Bankruptcy Court to determine that all conditions
     to confirmation have been met.

Absent those Rulings, Mr. Vuylsteke says, there will be no Plan
confirmation.

                      Insurance Recoveries

The Archdiocese has claims against insurance companies relating to
insurance coverage.  The Archdiocese also has additional claims
arising out of the Insurers' actions with respect to coverage and
settlement of the tort claims.  

Mr. Vuylsteke says that at this time, the Archdiocese does not
have a reliable estimate of the total value of the Insurance
Claims.  However, the Archdiocese believes that the Insurers owe
it approximately $20,000,000 on account of prepetition claims it
has settled.  The Archdiocese paid approximately $18,000,000 to
claimants before the Petition Date, and approximately $2,000,000
remains unpaid.

Additionally, the Archdiocese believes it is entitled to
substantial additional coverage for the remaining tort claims,
including any future claims that may be filed.  The additional
coverage would include amounts due for defense costs and for
payment of the remaining tort claims.  

Because many of the underlying tort claims have not been
liquidated, and the number and nature of future claims is unknown,
it is very difficult for the Archdiocese to make projections
regarding the value of the claims for insurance coverage, Mr.
Vuylsteke explains.  The Archdiocese does not believe that it will
realistically recover in excess of $100,000,000 from its insurers.

                            The APCRF

Except for rights relating to tort claims that the Archdiocese
settled and paid prepetition, Portland will assign its rights that
have accrued for covered losses relating to the tort claims to the
Archdiocese of Portland Claims Resolution Facility, including the
right to receive all Insurance Recoveries.

APCRF may be joined as a co-plaintiff with the Archdiocese in any
existing action for Insurance Coverage, Mr. Vuylsteke notes.  
APCRF will be entitled, in its sole discretion, to pursue or not
pursue the Insurance Claims, except those settled prepetition,
against the Insurers.  

Upon resolution of the Insurance Claims, all Insurance Recoveries
will be paid to the APCRF for deposit in a Depository Trust and
will be used to pay tort claims.

Mr. Vuylsteke also notes that the Plan is intended to be
"insurance neutral," meaning that all claims and defenses of
Portland Archdiocese as a debtor and as a reorganized entity, any
additional insurers, the APCRF, and the Insurers relating to the
Insurance Claims, and all of their rights relating to the
Insurance Policies, will remain unaffected by the Plan and the
Confirmation Order.

By including an insurance-neutrality language in the Plan, the
Archdiocese and the APCRF are seeking a determination that
Portland's assignment of its rights that have accrued for covered
losses relating to the tort claims, to the APCRF, including the
right to receive all Insurance Recoveries, does not violate the
terms of the Insurance Policies or applicable non-bankruptcy law.

Mr. Vuylsteke adds that all injunctions or stays protecting an
Insurer that has purchased its insurance policy or policies in a
sale under Section 363 of the Bankruptcy Code will remain in full
force and effect following the Effective Date.

                     Conditions to be Effective

The Effective Date will not occur in the event there is an appeal
taken from the Confirmation Order, challenging the limits of
required funding and the Claims Resolution Facility Agreement for
the release, satisfaction and discharge of all tort claims.  

If an Appeal regarding any discharge or funding issue has been
filed, that Appeal must be denied or dismissed and the limits of
the required funding must have been affirmed in all respects
pursuant to a Final Order.

A blacklined copy of Portland Archdiocese's Second Modified
Disclosure Statement is available for free at:

     http://researcharchives.com/t/s?9d8

A blacklined copy of Portland Archdiocese's Second Modified Plan
of Reorganization is available for free at:

     http://researcharchives.com/t/s?9d7

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.


CATHOLIC CHURCH: Portland Tort Panel Files Amended Chapter 11 Plan
------------------------------------------------------------------
The Official Committee for Tort Claimants appointed in the Chapter
11 case of the Archdiocese of Portland in Oregon filed its first
amended plan of reorganization for Portland and an accompanying
disclosure statement on May 22, 2006, with the U.S. Bankruptcy
Court for the District of Oregon.

Tort Committee Chairman Donn Christiansen says all classes of
claims, except Class 7 Punitive Damages, are unimpaired and are
not entitled to vote to accept or reject the Committee's Plan.

Class 7 Claims will be subordinated in right of payment to all
Class 5 and Class 6 Claims.  Each holder of a Class 7 Claim that
becomes liquidated, by settlement, arbitration or Final Order,
will be entitled to be paid in Cash the full amount of the Claim,
including all interest, from the Trust.

Claims for punitive damages will not be paid for at least 15 years
under the Committee's Plan, Mr. Christiansen notes.  After January
1, 2022, punitive damage claims can be paid if all other known
claims have been paid and sufficient assets are available to pay
punitive damages.

The Plan, however, contains no assurance as to the timing or
amount of payment of punitive damages.

The Plan provides for payment in full of all non-punitive damage
claims as soon as the funds are available after:

   * the later date of the Effective Date of the Plan; or

   * the claim becomes due by Final Order, settlement or
     arbitration.

The Plan establishes a Trust for the benefit of general creditors
with claims in excess of $7,500.  The Archdiocese will transfer to
the Trust:

   (1) $35,000,000;

   (2) all of its insurance rights under certain insurance
       policies covering tort claims;

   (3) all of the Archdiocese's interests in all distributions,
       payments or contributions from Oregon Catholic Press; and

   (4) Trust Deeds on all of the Archdiocese's real property.

In the event that the Trust exercises its right to foreclose Trust
Deeds and sell real property, it must prioritize foreclosure of
the Trust Deeds covering "Schedule A Real Property," then the
Trust Deeds covering "Investment Real Property."  Thereafter, the
Trust will foreclose Trust Deeds in its sole discretion after a
written request from the Archdiocese.

Mr. Christiansen tells the Court that the Tort Committee's Plan
does not require the sale of any church or school, or otherwise
impair the continued operation of the Archdiocese's churches and
schools, but there is no assurance that no churches will be sold.

The Tort Committee cannot make an independent assessment with
respect to how much certain insurance companies owe the
Archdiocese in terms of insurance coverage claims because Portland
refuses to provide the Committee with the necessary information,
Mr. Christiansen notes.

According to Mr. Christiansen, the Committee's Plan and the
Confirmation Order will not have "any effect of res judicata,
constitute a trial or hearing on the merits, a finding,
adjudication or judgment for any purpose concerning coverage under
any insurance policy issued or allegedly issued by any insurance
company."

Mr. Christiansen says that the Plan is insurance neutral.  No
provision in the Plan will have the effect of impairing the
Archdiocese's, the Trust's or the Insurers' legal, equitable, or
contractual rights relating to the insurance policies in any
respect.   

Mr. Christiansen assures the Bankruptcy Court that the Plan
satisfies the requirements under Section 1129(a)(11) of the
Bankruptcy Code.  "The Plan is feasible both as a practical matter
and as a legal matter.  [The Archdiocese] can perform all
obligations to be performed under the Plan on the Effective Date."

A blacklined copy of the Tort Claimants Committee's Disclosure
Statement and Plan of Reorganization is available for free at:

                http://researcharchives.com/t/s?9d9

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.


CATHOLIC CHURCH: HR&A Pegs Claims Against Portland at $41.7M Max
----------------------------------------------------------------
Total future sex abuse claims and liability against the
Archdiocese of Portland in Oregon range from 89 to 168 claims, and
from $16,700,000 to $41,700,000, net present value, Hamilton,
Rabinovitz & Anschuler, Inc., discloses in a report filed with the
U.S. Bankruptcy Court for the District of Oregon.

The forecast includes any claims that have been filed since
April 29, 2005, the deadline to file proofs of claim.

Hamilton was appointed by the Court as consultant to evaluate
future tort claims against Portland.  Hamilton reports that there
is considerable uncertainty surrounding the number of future sex
abuse claims that may be filed against the Archdiocese of Portland
and the indemnity values that may be paid to future claims.

Hamilton's estimates are based on the Archdiocese's abuse claims
made or closed from 2000 through June 2004 -- the calibration
period.  The Period captures (i) the claim environment following
the decision of the Supreme Court of the State of Oregon in
Fearing v. Bucher and Lourim v. Swensen in 1999 and (ii) the
prepetition claims.

The uncertainties that Hamilton identified in the estimation of
future abuse include:

   (1) Long lag between when abuse incidents occur and when
       claims are made -- ranges from less than 10 to over
       50 years;

   (2) Patterns of abuse by priests that are bit homogeneous --
       number of claims and annual patterns of abuse vary
       considerably and a small number of accused priests account
       for a large number of claims;

   (3) Abrupt change in liability standards following Fearing and
       Lourim decisions, which compresses most filings into a
       five-year period that includes the bankruptcy filing; and

   (4) Substantial variation in national and local publicity
       regarding abuse generally, church and non-church, specific
       to claims made against the Archdiocese, and following
       bankruptcy declaration.

As a consequence, Hamilton discloses, the existing claims data --
368 claims and 133 accused -- are not sufficient to support causal
statistical models of abuse and claim filing behavior.

Hamilton also reports two future uncertainties that complicate a
future claims forecast:

   (1) The resolution of the large number of unresolved claims in
       the bankruptcy proceeding by settlement or trial may
       increase or decrease average indemnity values estimated
       from existing data; and

   (2) The structure and provisions of Claims Resolution Facility
       or other entity created to compensate future plaintiffs
       including:

       a. magnitude of assets available to compensate claimants
          may influence future claiming behavior -- increasing
          the asset pool may increase the likelihood of future
          claim filings, holding everything else equal; and

       b. allowance of punitive damages may increase the
          likelihood of future claim filings, holding everything
          else equal.

A full-text copy of Hamilton's Report, entitled "Estimating the
Number and Value of Future Child Sex Abuse Claims Filed Against
the Archdiocese of Portland in Oregon" dated March 10, 2006, and
revised on May 22, 2006, is available for free at:

                http://researcharchives.com/t/s?9d6

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.


CHARTER COMMS: Refinances $6.85 Bil. Sr. Secured Credit Facilities
------------------------------------------------------------------
Charter Communications, Inc., has closed the refinancing of its
$6.85 billion senior secured credit facilities held by Charter
Communications Operating, LLC.

The $6.85 billion credit facilities include:

   -- an increased $350 million revolver and term credit facility,

   -- a $5 billion term loan due in 2013, and

   -- certain amendments to the existing $1.5 billion revolving
      credit facility.

The term loan pricing is LIBOR plus 2.625%.

"We're very pleased with the results of this new credit facility,
as we continue to make progress on our opportunistic strategy to
extend debt maturities, improve liquidity, and reduce interest
costs," JT Fisher, Charter's chief financial officer, said.

J.P. Morgan Securities, Inc., Banc of America Securities LLC, and
Citigroup Global Markets, Inc., arranged the refinance.

A full-text copy of the Amended and Restated Credit Agreement is
available for free at http://ResearchArchives.com/t/s?9bc

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

                           *     *     *

As reported in the Troubled Company Reporter on May 5, 2006,
Fitch Ratings removed Charter Communications, Inc., and its wholly
owned subsidiaries' ratings from Ratings Watch Negative and
affirmed its 'CCC' issuer default rating.  Fitch also assigned 'B'
and 'RR1' recovery ratings to the $6.85 billion senior secured
credit facility entered into by Charter Communications Operating,
LLC, an indirect wholly owned subsidiary of Charter.

As reported in the Troubled Company Reporter on April 17, 2006,
Standard & Poor's Ratings Services assigned a 'B' rating to
Charter Communications Operating LLC's $5.3 billion senior secured
bank financing.

As reported in the Troubled Company Reporter on Jan. 27, 2006,
Moody's Investors Service assigned a Caa1 rating to the $400
million senior notes issuance at CCH II, LLC, an indirect
minority-owned subsidiary of Charter Communications, Inc.  Moody's
also affirmed Charter Communications, Inc.'s Caa1 corporate family
rating; stable outlook; and SGL-3 rating.


CHARTER COMMS: Posts $459 Million Net Loss in 2006 1st Fiscal Qtr.
------------------------------------------------------------------
Charter Communications, Inc., filed its first quarter financial
statements for the three months ended March 31, 2006, with the
Securities and Exchange Commission on May 2, 2006.

The Company reported a $459 million net loss on $1.374 billion of
revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $16.203
billion in total assets, $20.090 billion in total liabilities,
$188 million in total minority interest, and $4 million in
redeemable preferred stock, resulting in a $5.383 billion
stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $1.030 billion in total current assets available to
pay $1.304 billion in total current liabilities coming due within
the next 12 months.

"Disciplined execution of our growth and operating strategies is
driving consistent improvement in a range of key metrics,
including customer counts, average revenue per customer, total
revenue, and churn," Neil Smit, the Company's president and chief
executive officer, said.

"Simply put, we're selling more products to more customers at
better prices.  We remain sharply focused on achieving profitable
revenue growth by executing our strategies to enhance the end-to-
end customer experience, improve operating effectiveness, grow
sales and increase retention," Smit said.

"The increase in average revenue per customer across all product
lines, coupled with the declines in churn and the bad debt rate,
indicates that we're adding high-quality customers - consistent
with the results we expect from our targeted marketing and bundled
product strategies," Mr. Smit said.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?9ba


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

                           *     *     *

As reported in the Troubled Company Reporter on May 5, 2006,
Fitch Ratings removed Charter Communications, Inc., and its wholly
owned subsidiaries' ratings from Ratings Watch Negative and
affirmed its 'CCC' issuer default rating.  Fitch also assigned 'B'
and 'RR1' recovery ratings to the $6.85 billion senior secured
credit facility entered into by Charter Communications Operating,
LLC, an indirect wholly owned subsidiary of Charter.

As reported in the Troubled Company Reporter on April 17, 2006,
Standard & Poor's Ratings Services assigned a 'B' rating to
Charter Communications Operating LLC's $5.3 billion senior secured
bank financing.

As reported in the Troubled Company Reporter on Jan. 27, 2006,
Moody's Investors Service assigned a Caa1 rating to the $400
million senior notes issuance at CCH II, LLC, an indirect
minority-owned subsidiary of Charter Communications, Inc.  Moody's
also affirmed Charter Communications, Inc.'s Caa1 corporate family
rating; stable outlook; and SGL-3 rating.


CHEMED CORP: Shareholders Reelect 13 Directors to Board
-------------------------------------------------------
Chemed Corporation's shareholders elected a slate of 13 directors
at the company's 2006 annual stockholders' meeting on May 15,
2006.  Each of the directors continues from the prior term.

Shareholders also adopted the company's 2006 Stock Incentive Plan,
increased the number of authorized shares of Capital Stock from
40,000,000 to 80,000,000 shares, and ratified the continuation of
PricewaterhouseCoopers LLP as the company's independent
accountants for 2006.

Following the stockholders' meeting, Chemed's Board of Directors
declared a quarterly cash dividend of 6 cents per share on the
company's capital stock, payable on June 9, 2006, to stockholders
of record May 27, 2006.  This represents the 140th consecutive
quarterly dividend paid to shareholders in Chemed's 35 years as a
public company.

Headquartered in Cincinnati, Ohio, Chemed Corporation (NYSE:CHE)
-- http://www.chemed.com/-- operates VITAS Healthcare  
Corporation, the nation's largest provider of end-of-life care,
and Roto-Rooter, the nation's largest commercial and residential
plumbing and drain cleaning services provider.

                             *   *   *

Chemed's 8-3/4% Senior Notes due Feb. 24, 2011, carry Moody's Ba3
rating and Standard & Poor's B+ rating.


CINRAM INT'L: Declares CA$0.2177 Initial Cash Distribution  
----------------------------------------------------------
Cinram International Income Fund declared an initial cash
distribution of CA$0.2177 per unit pro-rated for the period from
May 5, 2006, the effective date of the conversion of Cinram
International Inc. into the Fund, to May 31, 2006.  This
distribution will be paid on or about June 15, 2006 to unitholders
of record at the close of business on May 31, 2006.

Cinram International Limited Partnership also disclosed that it
will be making an initial cash distribution of CA$0.2177 per Class
B limited partnership unit for the period from May 5, 2006 to
May 31, 2006.  This distribution will also be paid on or about
June 15, 2006 to unitholders of record at the close of business on
May 31, 2006.

The distribution policy of both the Fund and the Partnership is
that unitholders of record at the close of business on the last
business day of each calendar month will receive a distribution on
or about the 15th day of the following month.  The monthly
distribution will be CA$0.25 per unit, representing $3 per unit on
an annualized basis.

                           About Cinram

Cinram International Inc. (TSX: CRW.UN) - http://www.cinram.com/
-- an indirect wholly owned subsidiary Cinram International Income
Fund, provides pre-recorded multimedia products and related
logistics services.  With facilities in North America and Europe,
Cinram International Inc. manufactures and distributes pre-
recorded DVDs, VHS video cassettes, audio CDs, audio cassettes and
CD-ROMs for motion picture studios, music labels, publishers and
computer software companies around the world.

                            *   *   *

As reported in the Troubled Company Reporter on May 11, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on prerecorded multimedia manufacturer Cinram International
Inc. to 'BB-' from 'BB' following the company's announcement that
it had successfully converted into an income trust.  The ratings
were removed from CreditWatch with negative implications, where
they were placed March 3, 2006.

As reported in the Troubled Company Reporter on April 13, 2006,
Moody's Investors Service downgraded Cinram International Inc.'s
Corporate Family Rating and existing Senior Secured debt ratings
to B1 from Ba3 and assigned provisional ratings of (P) B1 to the
company's proposed Senior Secured bank facilities.  The outlook is
stable.  The downgrade reflected the company's plans to
recapitalize itself as an income trust, which will result in
essentially all of Cinram's future free cash flow being paid out
to shareholders without any upfront reduction in leverage.


CONSOLIDATED ENERGY: Killman Murrell Raises Going Concern Doubt
---------------------------------------------------------------
Killman, Murrell & Company, P.C., Houston, Texas, raised
substantial doubt about Consolidated Energy, Inc.'s ability to
continue as a going concern after auditing the Company's financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's recurring losses from operations and limited
capital resources.

The Company reported a $7,745,493 net loss on $2,052,748 of total
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $26,069,821
in total assets, $24,935,825 in total liabilities, and $1,133,996
in total stockholders' equity.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $81,956 in total current assets available to pay $13,637,447
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?9b9

Consolidated Energy, Inc. (OTCBB: CEIW) mines coal in Eastern
Kentucky.  The Company conducts business through its wholly owned
coal-mining subsidiary, Eastern Consolidated Energy, Inc.  The
Company is also engage in gas and oil exploration and development,
and develops related clean energy technologies that are
environment friendly.


DLJ MORTGAGE: Moody's Cuts Rating on 2 Cert. Classes to Caa2
------------------------------------------------------------
Moody's Investors Service downgraded three certificates from two
transactions, issued by DLJ Mortgage Acceptance Corp.

The class B-2 and B-3 from Series 1996-QJ, and the class B-1 from
Series 1996-QB have been downgraded based on the weak performance
of the underlying loans with historical and expected cumulative
losses exceeding original expectations.  The B-3 certificate from
the 1996-QJ and the B-1 certificate from the 1996-QB have already
assumed some writedowns.

Complete rating actions:

Issuer: DLJ Mortgage Acceptance Corporation

Downgrade

   * Series 1996-QJ; Class B-2, downgraded to Ba3 from Baa3
   * Series 1996-QJ; Class B-3, downgraded to Caa2 from B3
   * Series 1996-QB; Class B-1, downgraded to Caa2 from B3


DYNEGY INC: Launches 35 Million Class A Common Stock Offering
-------------------------------------------------------------
Dynegy Inc. plans to make a public offering of approximately
35 million shares of its Class A common stock pursuant to an
effective shelf registration statement on Form S-3 previously
filed with the Securities and Exchange Commission.  Dynegy has
granted the underwriters a 30-day option to purchase up to an
additional 5,250,000 shares.

As of May 22, 2006, stock price was $4.85.

J.P. Morgan Securities Inc. and Lehman Brothers Inc. will act as
joint book-running managers for the offering.

Dynegy intends to use the net proceeds from the offering, together
with approximately $250 million in cash on hand, to redeem all of
its outstanding Series C Convertible Preferred Stock at its
aggregate liquidation preference of $400 million, plus accrued and
unpaid dividends, and to pay related fees and expenses.  The
Series C preferred is convertible into 69.2 million shares of
Dynegy's common stock, all of which are included in Dynegy's fully
diluted share count for fully diluted earnings-per-share
calculations.

A copy of the prospectus supplement and the related base
prospectus relating to the offering may be obtained from:

     J.P. Morgan Securities Inc.
     Attention: Chase Distribution & Support Service
                Northeast Statement Processing
     4 Chase Metrotech Center, CS Level
     Brooklyn, New York 11245
     Telephone (718) 242-8002

                  or

     Lehman Brothers Inc.
     c/o ADP Financial Services, Prospectus Fulfillment
     1155 Long Island Avenue
     Edgewood, New York 11717
     Fax (631) 254-7268

                        About Dynegy Inc.

Headquartered in Houston, Texas, Dynegy Inc. (NYSE:DYN) --
http://www.dynegy.com/-- produces and sells electric energy,   
capacity and ancillary services in key U.S. markets.  The
company's power generation portfolio consists of more than 12,800
megawatts of baseload, intermediate and peaking power plants
fueled by a mix of coal, fuel oil and natural gas.

                           *     *     *

As reported in the Troubled Company Reporter on April 11, 2006,
Moody's Investors Service assigned a Ba3 rating to Dynegy Holdings
Inc.'s $600 million senior secured bank facility.  Moody's says
the rating outlook is stable.


DYNEGY INC: Redeeming $400 Mil. Series C Pref. Stock Tomorrow
-------------------------------------------------------------
Dynegy Inc. entered into an agreement with Chevron U.S.A. Inc., a
wholly owned subsidiary of Chevron Corporation, to redeem all of
Dynegy's outstanding Series C Convertible Preferred Stock at par
for $400 million in cash, plus accrued and unpaid dividends.  The
Series C preferred is convertible into 69.2 million shares of
Dynegy's common stock, all of which are included in Dynegy's fully
diluted share count for fully diluted earnings-per-share
calculations.

Pursuant to the preferred stock redemption agreement between
Dynegy and CUSA, Dynegy intends to redeem the Series C preferred
on or about May 26, 2006.  The closing of the preferred stock
redemption agreement is subject to customary closing conditions as
well as the consummation of the related financing, among other
conditions.  After giving effect to the redemption, CUSA will
continue to hold approximately 97 million shares of Dynegy's Class
B common stock, which represents an approximate 20% ownership
interest in Dynegy based on the outstanding shares of Dynegy's
common stock as of May 19, 2006.

"As a result of our liability management plan activities to date,
which have addressed our senior debt and publicly held convertible
securities, we significantly deleveraged the company and extended
our maturities," said Bruce A. Williamson, Chairman and Chief
Executive Officer of Dynegy Inc.  "We are now taking the next step
of addressing the Series C preferred, the sole remaining security
that bears a coupon and also participates in equity upside.  This
transaction will result in the significant reduction of our
diluted shares outstanding and the elimination of a long-term call
on cash in the form of $22 million in annual preferred dividends."

In order to redeem the Series C preferred, the company intends to
use approximately $250 million of cash on hand, with the net
proceeds of an equity offering of Class A common stock to be
applied to the remaining balance.  The use of cash is expected to
be partially offset with the proceeds from the sale of the
Rockingham Power Generation Facility, a summer-rated capacity 830-
megawatt peaking plant in North Carolina, to Duke Power Company
LLC, a Duke Energy subsidiary, for approximately $195 million in
cash.  That transaction, which is expected to close before the end
of 2006, is conditioned upon the expiration or termination of the
Hart-Scott-Rodino waiting period, approval by the Federal Energy
Regulatory Commission and the North Carolina Utilities Commission,
and the fulfillment of customary closing conditions.

"We believe the opportunistic sale of the Rockingham facility at a
favorable price, together with the redemption of the Series C
preferred, will allow us to capture significant value while
maintaining our very strong liquidity and simplifying our capital
structure," Mr. Williamson added.

Dynegy Holdings Inc. arranged a $150 million term loan as an
interim source of liquidity.  The $150 million term loan, which
will be repaid with Rockingham sales proceeds, will be structured
as a new tranche under DHI's existing fourth amended and restated
credit agreement.  The term loan facility will mature on the
earlier of five business days after the consummation of the sale
of the Rockingham facility or Jan. 31, 2012.  The lead arrangers
for the facility are J.P. Morgan Securities Inc. and Lehman
Brothers Inc.

                        About Dynegy Inc.

Headquartered in Houston, Texas, Dynegy Inc. (NYSE:DYN) --
http://www.dynegy.com/-- produces and sells electric energy,   
capacity and ancillary services in key U.S. markets.  The
company's power generation portfolio consists of more than 12,800
megawatts of baseload, intermediate and peaking power plants
fueled by a mix of coal, fuel oil and natural gas.

                           *     *     *

As reported in the Troubled Company Reporter on April 11, 2006,
Moody's Investors Service assigned a Ba3 rating to Dynegy Holdings
Inc.'s $600 million senior secured bank facility.  Moody's says
the rating outlook is stable.


EASTMAN KODAK: Fitch Downgrades Sr. Unsecured Debt Rating to B-
---------------------------------------------------------------
Fitch downgraded Eastman Kodak Company's Issuer Default Rating
to 'B' from 'BB-' and the company's senior unsecured debt to 'B-'
from 'B+' on May 16, 2006.  The Outlook remains Negative.

The ratings reflect Fitch's growing concern regarding EK's ability
to generate profitable organic digital revenue growth and
sufficient free cash flow to offset continual declines in the
company's traditional business.

Fitch also assigned a Recovery Rating of RR5 to the senior
unsecured debt, indicating below average (10-30%) recovery for
bondholders in the event of a default scenario.  The recovery
ratings reflect Fitch's expectations that the enterprise value of
the company, and hence, recovery rates for its creditors, will be
maximized in a restructuring scenario rather than a liquidation
scenario.


EL PASO CORPORATION: Launches 35 Million Common Stock Offering
--------------------------------------------------------------
El Paso Corporation agreed to issue 35,700,000 shares of its
Common Stock to Banc of America Securities LLC.  Banc of America
Securities LLC is offering the shares under El Paso's shelf
registration statement.

As of May 23, 2006, common stock was priced at $14.14.

El Paso intends to use the net proceeds of the offering to repay
debt under its El Paso Exploration & Production Company bank
credit facility and any net excess, if any, for general corporate
purposes.

The Offering is being made only by means of a prospectus and
related prospectus supplement, a copy of which may be obtained
from Banc of America Securities LLC by mail to:

     Banc of America Securities LLC
     Capital Markets Operations
     100 West 33rd Street, 3rd Floor
     New York, NY 10001

                       About El Paso Corp.

Based in Houston, Texas, El Paso Corp. -- http://www.elpaso.com/
-- provides natural gas and related energy products in a safe,
efficient, and dependable manner.  The company owns North
America's largest natural gas pipeline system and one of North
America's largest independent natural gas producers.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 17, 2006,
Moody's Investors Service placed under review for possible upgrade
the ratings on the debt and supported obligations of El Paso
Corporation and its subsidiaries.  These rating actions reflect
the prospect of EP reducing more than previously expected amount
of debt in the near future, the company's progress in reducing its
business risks and contingent liabilities, and signs of recovery
in its production operations.  These positive factors, combined
with a large available cash balance, help to improve the outlook
for its near-term liquidity and its credit profile overall.

The ratings on review for possible upgrade include: B3 Corporate
Family Rating; SGL-3 Speculative Grade Liquidity Rating; (P)Ca
Preferred Stock Shelf; B3 Senior Secured Bank Credit Facility;
Caa3 Subordinated Conv./Exch. Bond/Debenture; and (P)Caa3
Subordinated Shelf.


ENRON CORP: Settle MegaClaim Lawsuit with Credit Suisse for $90M
----------------------------------------------------------------
Enron Corp. reached an agreement with Credit Suisse Securities
(USA) LLC, fka Credit Suisse First Boston LLC, to settle
MegaClaims litigation in the Enron bankruptcy case.  Pursuant to
the terms of the settlement, CSFB will pay Enron $90 million.  

The settlement further provides that approximately $337 million in
claims against the Enron estate held by CSFB will be subordinated
and receive no distribution from the Enron estate and
approximately $92 million in CSFB claims will be allowed.

The settlement reflects that CSFB was involved in fewer
transactions with Enron than certain of the other MegaClaim
defendants.  CSFB did not admit liability or wrongdoing and both
parties agreed to settle the litigation to avoid the costs and
uncertainties of further proceedings.

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

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

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

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

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

                      About Credit Suisse

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

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

                        About Enron

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Luc A. Despins, Esq., Matthew Scott Barr,
Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy,
LLP, represent the Official Committee of Unsecured Creditors.
(Enron Bankruptcy News, Issue No. 172; Bankruptcy Creditors'
Service, Inc., 15/945-7000)


ERIE TOBACCO: Moody's Withdraws Rating on Term Bonds
----------------------------------------------------
Moody's Investors Service withdrawn the ratings of all classes of
notes issued by Erie Tobacco Asset Securitization Corporation,
Series 2000A and 2000B.  The bonds have been pre-refunded, but
Moody's has not been asked to review the escrow arrangement and
assign a new rating.

The complete rating action:

Issuer: Erie Tobacco Asset Securitization Corporation, Series
2000A and 2000B

   * Series 2000A Senior Serial Bonds, Rated Maturity Date of
     July 15, of 2006; current rating Baa3, withdrawn
   * Series 2000A Senior Serial Bonds, Rated Maturities of 2007
     to 2015; current rating Ba1, withdrawn
   * Series 2000A Senior Term Bonds, Rated Maturity Date of
     July 15, 2020; current rating Ba1, withdrawn
   * Series 2000A Senior Term Bonds, Rated Maturity Date of
     July 15, 2024; current rating Ba1, withdrawn
   * Series 2000A Senior Term Bonds, Rated Maturity Date of
     July 15, 2030; current rating Ba1, withdrawn
   * Series 2000A Senior Term Bonds, Rated Maturity Date of
     July 15, 2032; current rating Ba1, withdrawn
   * Series 2000A Senior Term Bonds, Rated Maturity Date of
     July 15, 2040; current rating Ba1, withdrawn
   * Series 2000B Subordinated Term Bonds, Rated Maturity Date
     of July 15, 2040; current rating Ba2, withdrawn


FEDERAL-MOGUL: U.S. Trustee Seeks Court Approval for Kenesis Pact
-----------------------------------------------------------------
Federal Mogul Corporation and its debtor-affiliates are parties to
a July 11, 2002, Consulting Services Agreement with Kenesis Group,
LLC, pursuant to which Kenesis was to perform services and
pursuant to which all bills were submitted directly from Kenesis
to Federal-Mogul.

Kenesis was paid $1.7 million directly by Federal-Mogul pursuant
to the Consulting Services Agreement through December 31, 2004.

Kelly Beaudin Stapleton, the United States Trustee for Region 3,
asserts that Kenesis should have sought retention as a
professional pursuant to Section 327(a) of the Bankruptcy Code.

Kenesis argued that its services were ministerial in nature and
do not rise to the level of professional services requiring
retention under Section 327(a).  Kenesis also asserts that even
if it were deemed a professional requiring retention under
Section 327(a), its services were more akin to those of an expert
than in the nature of a professional requiring retention under
the Bankruptcy Code.

The U.S. Trustee has not filed any objections to the retention or
payment to Kenesis.

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

After several months of negotiations, the U.S. Trustee and
Kenesis worked out the parameters of a potential settlement.  The
parties drafted settlement documents that encompassed the terms
for a Global Settlement of the cases in Region 3, with a specific
provision for payments to three bankruptcy estates:

    (1) Federal-Mogul Global, Inc., and T&N Limited et al.;

    (2) Burns & Roe Enterprises, Inc. (Bank. D. N.J. Case No.
        00-41610); and

    (3) ACandS, Inc. (Bank. D. Del. Case No. 02-12687).

In the ACandS and Burns & Roe cases, Kenesis worked directly for
and was paid by Gilbert Heintz & Randolph, special counsel
retained by the debtors in those cases.

The U.S. Trustee and Kenesis believe the settlement terms are in
the best interests of the Debtors' estates and their creditors.
Richard L. Schepacarter, Esq., trial attorney for the U.S.
Trustee, in Wilmington, Delaware, says the Global Settlement
provides a framework for Kenesis' future retention in bankruptcy
cases in Region 3, and preserves the U.S. Trustee's ability to
object in any case in which it does not believe that Kenesis has
made full and fair disclosures in good faith.

The essential terms of the Settlement are:

    (a) Retention of Kenesis

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

    (b) Acknowledgment of Amended and Good Faith Disclosures

        Kenesis acknowledges that all disclosures made in any case
        in which it was retained in Region 3 were made in good
        faith.  The U.S. Trustee reserves her rights to assert any
        position she deems appropriate if she determines that any
        of Kenesis's disclosures were not made in good faith.

    (c) Approval of Settlement Agreement Contingent Upon Orders
        Entered in the Settled Cases

        The Global Settlement is contingent upon entry of final
        non-appealable orders being entered in each of the Settled
        Cases.  Failure to obtain a final non-appealable order in
        each of the three Settled Cases voids the Settlement
        Agreement.

    (d) Monetary Settlement Terms

        Kenesis agrees to pay $1,530,000 -- $388,950 of which will
        be paid to the estate of Federal-Mogul in this manner:

        (1) $305,040 will be paid shortly after approval of the
            Settlement Agreement;

        (2) five monthly payments of $12,710;

        (3) four monthly payments of $5,090.

        Kenesis will pay to the estates of ACandS $1,103,970 and
        Burns & Roe $37,080, under a similar schedule.

    (e) Limitation on U.S. Trustee Claims

        The U.S. Trustee will not assert, at any time, any claim
        or causes of action against Kenesis related to the issues
        under the Settlement Agreement.

The U.S. Trustee asks Judge Fitzgerald to approve the Settlement
Agreement with Kenesis.

                  ACE Insurers Want Request Denied

Century Indemnity Company, ACE Property & Casualty Insurance
Company, Central National Insurance Company of Omaha, Insurance
Company of North America, Pacific Employers Insurance Company,
St. Paul Mercury Insurance Company, and U.S. Fire Insurance
Company ask the Court to deny approval of the U.S. Trustee-
Kenesis Settlement Agreement.

Pursuant to the Settlement Agreement, Kenesis will dismiss its
appeal of the ACandS court's order requiring it to disgorge fees
to the ACandS estate and, upon doing so, the ACandS court will
vacate the Disgorgement Order.

Brian L. Kasprzak, Esq., at Marks O'Neill O'Brien & Courtney, in
Wilmington, Delaware, contends that the arrangement between the
U.S. Trustee and Kenesis is improper as a matter of law and
precludes approval of the Settlement Agreement by the Bankruptcy
Court.

The Disgorgement Order directed Kenesis to disgorge $2,400,000 in
fees for asbestos claims reviewing services provided to ACandS,
based on a finding by the ACandS court that Kenesis had willfully
concealed facts relevant to its retention.

Kenesis and ACandS each appealed the Disgorgement Order, and
there is no indication that ACandS intends to dismiss its appeal.  
So long as ACandS continues prosecuting its own appeal, the
appeal of the Disgorgement Order is not moot, Mr. Kasprzak
argues.

Thus, Mr. Kasprzak insists, the parties cannot seek vacatur of
the Disgorgement Order upon dismissal of the Kenesis appeal, in
any event.

Moreover, the Disgorgement Order has been repeatedly cited by
other courts, including by the Court of Appeals for the Third
Circuit in In re Congoleum Corp., 426 F.3d 675, 683 (3d Cir.
2005).  According to Mr. Kasprzak, parties in other cases,
including the ACE Insurers, may have reason to cite to the
Disgorgement Order, including in disputes with Kenesis.

The ACE Insurers also object to the Settlement in that it
threatens to impermissibly cut off the claims of third parties.

The Settlement Agreement states that it is intended to finally
settle and resolve any and all claims and all other potential
claims for or relating to the provision of services by Kenesis to
any debtor, committee, Chapter 7 or 11 trustee, examiner or any
other party, Mr. Kasprzak notes.  The ACE Insurers are therefore
concerned that the settlement or resolution is not limited solely
to claims by the settling parties.

Prepetition, the ACE Insurers issued certain insurance policies
to Federal-Mogul Products, Inc., Felt Products Inc. and Federal-
Mogul Corporation, under which the Debtors seek coverage for
their asbestos-related claims.  Mr. Kasprzak says the ACE
Insurers have rights of contribution, indemnity, subrogation or
recoupment against the Debtors and other third parties.  INA
filed a claim against FMP, which claim has not been objected to,
nor disallowed or estimated at $0.

The ACE Insurers believe they have claims against Kenesis arising
out of its provision of claims-related services to Federal-Mogul
or other companies that resulted in the bad faith submission of
claims to one or more ACE Insurers for payment.  Likewise, they
expect to have claims against Kenesis for its participation in
submitting invalid claims to the ACE Insurers for payment.

The Settlement cannot properly terminate the rights of those
outside of the agreement, Mr. Kasprzak argues.  Its attempt to do
so raises serious due process concerns.

Any order approving the Settlement must clarify that the ACE
Insurers' rights to pursue claims against Kenesis are not
affected, Mr. Kasprzak maintains.

                        About Federal-Mogul

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  Federal-Mogul Corp.'s
U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath &
Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq.,
and Eric M. Sutty, Esq., at The Bayard Firm represent the Official
Committee of Unsecured Creditors. (Federal-Mogul Bankruptcy News,
Issue Nos. 107 & 108; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FEDERAL-MOGUL: Wants to Hire Kenesis Group as Insurance Consultant
------------------------------------------------------------------
On July 11, 2002, Federal Mogul Corporation and its debtor-
affiliates entered into a consulting services agreement with The
Kenesis Group LLC to secure insurance consulting services, James
E. O'Neill, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub
LLP, in Wilmington, Delaware, relates.

Kenesis, formed in 2002 by Gilbert Heintz & Randolph LLP and other
parties, is a consulting firm specializing in the analysis of
insurance assets and liabilities.

Under the supervision of Gilbert Heintz, Kenesis provided the
Debtors with specialized non-legal consulting services related to
various insurance-related matters including:

   a. assembling detailed and extensive insurance and accounting
      records;

   b. collecting and capturing in the firm's proprietary database
      key provisions of the over 1,000 complicated insurance
      policies issued by approximately 140 insurance companies;

   c. estimating the value of insurance polices associated with
      certain streams of asbestos liability by allocating
      liability and defense costs between the insurance policies
      under specified scenarios; and

   d. creating reports and other visual representations of those
      data, and the firm's related analyses.

Additionally, Kenesis assisted the Debtors with their attempts to
recover costs involving non-asbestos related environmental issues
at certain contaminated sites, Mr. O'Neill says.  The cost
recovery efforts involved the firm's analysis of the Debtors'
insurance policies and a determination of how certain costs should
be allocated between the policies.  The firm also collected and
then submitted copies of invoices documenting the Debtors'
expenditures to their insurance companies.

The Debtors clarify that Kenesis does not play an intimate role in
their reorganization.

Based on the limited nature of Kenesis' insurance consulting
services, the Debtors believe that the firm is not a "professional
person" as the term is used in Section 327(a) of the Bankruptcy
Code.  Accordingly, the Debtors have not previously sought the
Court's authority to employ the firm.

As previously reported, Kelly Beaudin Stapleton, the United States
Trustee for Region 3, asked the Court to approve a settlement
agreement with Kenesis.  The Settlement proposed a framework for
the firm's future retention in bankruptcy cases in Region 3.

Among others, the parties agreed that Kenesis must require any
entity that wishes to utilize its services related to a bankruptcy
matter in Region 3 to file an employment application pursuant to
Sections 327(a).  The effectiveness of the Settlement is
conditioned on the Court's entry of a final non-appealable order
approving it.

The Debtors currently -- and wish to continue -- using Kenesis'
services.  Hence, they seek the Court's permission pursuant to
Section 327(a) to employ the firm as their insurance consultants
effective May 8, 2006.

In addition, the Debtors seek the Court's authority to expand the
scope of Kenesis' employment to include:

   -- assistance in the development of trust distribution
      procedures that reflect the Debtors' insurance assets; and

   -- preparation of an analysis of the separate and shared
      insurance assets and liabilities available to Pneumo Abex,
      Cooper Industries and the Debtors.

The Debtors intend to authorize Kenesis to share its findings and
analysis with the other proponents of their Chapter 11 Plan.  The
Debtors believe that sharing the firm's consulting services will
result in significant cost savings and efficiencies for their
estates and prevent unnecessary delays in their reorganization.

Kenesis will bill the Debtors at its standard hourly rates, which
range from $125 for staff consultants to $400 for Vice Presidents.

The standard hourly rates for Kenesis officers who will supervise
the engagement are:

         Officers                       Hourly Rate
         --------                       -----------
         Jonathan R. Terrell                $450
         Leslie Delagran                    $400
         Elizabeth Hanke                    $400

Mr. Terrell, Kenesis president and CEO, asserts that the firm:

   -- does not hold or represent any interest adverse to the
      Debtors or their estates; and

   -- is a "disinterested person" as that phrase is defined in
      Section 101(14).

The Settlement Agreement, if approved, requires Kenesis to refund
$389,000 in fees and expenses to the Debtors.  In this regard,
the Debtors propose that the Court's order authorizing Kenesis'
employment should not be entered until the firm pays all sums due
to them pursuant to the Settlement.

                        About Federal-Mogul

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  Federal-Mogul Corp.'s
U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath &
Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq.,
and Eric M. Sutty, Esq., at The Bayard Firm represent the Official
Committee of Unsecured Creditors. (Federal-Mogul Bankruptcy News,
Issue No. 108; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FIDELITY NATIONAL: Acquires 70% Interest in Cascade Timberlands
---------------------------------------------------------------
Fidelity National Financial, Inc. acquired a 70% approximate
controlling interest in Cascade Timberlands LLC.  The Financial
terms of the acquisition were not disclosed.

The primary assets of Cascade Timberlands are approximately
293,000 acres of productive timberlands, known as Oregon tree
farm, located on the eastern side of the Cascade mountain range
extending from Bend, Oregon south on State Highway 20 toward the
California border.  Cascade Timberlands was created by the secured
creditors of Crown Pacific LP upon the conclusion of the
bankruptcy case of Crown Pacific LP in December 2004.

"We intend to review all twenty-six properties in the Oregon tree
farm and determine the optimal use for each property on its own
and in relation to the other properties," said Chairman and Chief
Executive Officer William P. Foley, II.  "This may entail
utilizing the timber assets themselves, conservation and
preservation of the land or the exploration of other alternative
development uses for the timberland.  We have also had preliminary
conversations with Deschutes Basin Land Trust concerning the
Skyline Forest section of the timberlands and we will continue to
work with that Land Trust in pursuit of our respective goals."

                About Fidelity National Financial

Headquartered in Jacksonville, Florida, Fidelity National
Financial, Inc. -- http://www.fnf.com/-- provides outsourced  
products and services to a variety of industries.

Through its majority-owned, publicly traded subsidiary, Fidelity
National Title Group, Inc. -- http://www.fntg.com/-- FNF is one  
of the nation's largest title insurance companies, with nearly
31% national market share.  

Through its majority-owned, publicly traded subsidiary, Fidelity
National Information Services, Inc. --
http://www.fidelityinfoservices.com/-- FNF provides an industry  
leading suite of data processing, payment and risk management
services to financial institutions and retailers.  

Through its wholly owned subsidiaries, FNF is also a leading
provider of specialty insurance products, including flood
insurance, homeowners insurance and home warranty insurance.  

Through its minority-owned unit, Sedgwick CMS --
http://www.sedgwickcms.com/-- FNF is a leading provider of  
outsourced insurance claims management services to large corporate
and public sector entities.

                          *     *     *

As reported in the Troubled Company Reporter on May 2, 2006,
Moody's Investors Service affirmed the ratings of Fidelity
National Financial, Inc., and its various related subsidiaries
following the announcement by FNF that it would change its
organizational structure.  

Moody's assigned a rating of Ba1 to the senior credit facility of
Fidelity National Financial, Inc., and a rating of Baa3 to the
senior credit facility of Fidelity National Title, Inc.

These ratings of Fidelity National Financial, Inc., were
downgraded and will be withdrawn:

   * senior unsecured debt to Ba1 from Baa3;

   * prospective senior unsecured debt to (P)Ba1 from (P)Baa3;

   * prospective subordinated and junior subordinated debt to
     (P)Ba2 from (P)Ba1;

   * prospective preferred stock to (P)Ba3 from (P)Ba2.


FIRST UNION: Moody's Holds Low-B Rating on 3 Certificate Classes
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of eight classes
and affirmed the ratings of nine classes of First Union National
Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2001-C2:

   * Class A-1, $85,183,350, Fixed, affirmed at Aaa
   * Class A-2, $590,647,000, Fixed, affirmed at Aaa
   * Class IO, Notional, affirmed at Aaa
   * Class B, $42,565,000, Fixed, upgraded to Aaa from Aa1
   * Class C, $12,520,000, Fixed, upgraded to Aaa from Aa2
   * Class D, $12,519,000, Fixed, upgraded to Aaa from A1
   * Class E, $20,031,000, Fixed, upgraded to Aa2 from A2
   * Class F, $10,015,000, Fixed, upgraded to Aa3 from A3
   * Class G, $15,023,000, Fixed, upgraded to A2 from Baa1
   * Class H, $17,527,000, Fixed, upgraded to Baa1 from Baa2
   * Class J, $12,519,000, WAC, upgraded to Baa2 from Baa3
   * Class K, $15,023,000, Fixed, affirmed at Ba1
   * Class L, $20,031,000, Fixed, affirmed at Ba2
   * Class M, $5,008,000, Fixed, affirmed at Ba3
   * Class N, $6,048,000, Fixed, affirmed at B1
   * Class O, $5,908,000, Fixed, affirmed at B2
   * Class P, $3,939,000, Fixed, affirmed at B3

As of the May 12, 2006 distribution date, the transaction's
aggregate balance has decreased by approximately 10.8% to $894.5
million from $1.0 billion at securitization.

The Certificates are collateralized by 100 mortgage loans ranging
in size from less than 1.0% to 5.6% of the pool, with the top ten
loans representing 36.8% of the pool.  The pool includes a shadow
rated component, representing 12.5% of the pool.  Twenty-one
loans, representing 21.9% of the pool, have defeased and are
collateralized with U.S. Government securities.  Three of the
pool's top ten loans have defeased, including Villa La Jolla
Apartments, Gardiner Manor Malland Wynnton Multi Portfolio.

Five loans have been liquidated from the trust resulting in
aggregate realized losses of approximately $3.4 million.  One
loan, representing less than 1.0% of the pool, is in special
servicing.  Moody's estimated a loss of $1.5 million for this
specially serviced loan.  Twenty-three loans, representing 10.7%
of the pool, are on the master servicer's watchlist.

Moody's was provided with partial or full year 2005 operating
results for 91.2% of the performing loans. Moody's loan to value
ratio for the conduit component is 85.6%, compared to 86.0% at
Moody's last full review in May 2005 and compared to 87.9% at
securitization.

The upgrade of Classes B, C, D, E, F, G, H and J is due to a high
percentage of defeased loans, stable overall conduit performance,
improved performance of the shadow rated loan component and
increased credit support.

The largest shadow rated loan is the Innkeepers Portfolio Loan,
which is secured by six extended stay hotels totaling 807
guestrooms.  The properties, which operate under the Residence Inn
franchise, are managed by Marriott International.  The properties
are located in Texas, Georgia, Florida, California and
Connecticut.  The portfolio's performance has improved since
Moody's last review. The portfolio's overall RevPAR is $77.36,
compared to $61.26 at last review and compared to $85.00 at
securitization.  Moody's current shadow rating is Ba2, compared to
B3 at last review.

The second shadow rated loan is the One Franklin Plaza Loan, which
is secured by a 607,000 square foot office building located in
downtown Philadelphia, Pennsylvania.  The property is 100.0%
occupied, the same as at securitization.  GlaxoSmithKline occupies
98.0% of the premises on a lease expiring in March 2013. Moody's
current shadow rating is Baa2, the same as at last review.

The third shadow rated loan is the HRT Portfolio Loan, which
consists of eight cross collateralized loans.  Five of the loans
are secured by medical office facilities totaling 375,900 square
feet.  Three loans have defeased and are secured by U.S.
Government securities.  The properties are located in Alabama,
Texas and Virginia.

The portfolio's overall occupancy is 98.6%, essentially the same
as at last review and at securitization.  The portfolio has
experienced increased net cash flow due to increased rents and
stable expenses.  The loan has amortized by approximately 40.2%
since securitization. Moody's current shadow rating is Aaa,
compared to Aa1 at last review.

The top two non-defeased conduit loans represent 8.4% of the
outstanding pool balance.  The largest conduit loan is the 1330
Connecticut Avenue Loan, which is secured by a 252,000 square foot
Class A office building located in Washington, D.C. The property
is 100.0% occupied, essentially the same as at last review.  The
law firm of Steptoe & Johnson LLP occupies 92.0% of the premises
under a lease that expires in December 2017.  Moody's LTV is
72.0%, compared to 76.5% at last review.

The second largest conduit loan is the Stadium Crossing Loan,
which is secured by a 156,000 square foot mixed use property
located in Anaheim, California.  The property consists of 112,500
square feet of office space, a 35,500 square foot free-standing
fitness center, a 7,650 square foot food court and two ground
leases.

The office component is 93.0% occupied, compared to 100.0% at
securitization.  The largest office tenants are Hewlett Packard
Company and CB Richard Ellis.  Moody's LTV is 86.2%, essentially
the same as at last review.

The pool's collateral is a mix of office and mixed use, U.S.
Government securities, multifamily, retail, industrial and self
storage, lodging and CTL.  The collateral properties are located
in 29 states plus Washington, D.C. The highest state
concentrations are California, Pennsylvania, Florida, Texas and
Washington, D.C.  All of the loans are fixed rate.


FOAMEX INTERNATIONAL: Panel Hires Synergetics as Business Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors to retain
Synergetics Installations Worldwide, Inc., as its business
operations consultant, effective as of April 17, 2006.

As reported in the Troubled Company Reporter on May 8, 2006,
Synergetics will provide, among others, these services:

   (a) Organizational and business review; identification of
       specific opportunities for improving operations, planning,
       inventory and operational efficiency; identification of
       financial benefits to be gained from implementation of
       opportunities;

   (b) Evaluation of manufacturing and distribution efficiency;
       identification of "bottlenecks" and opportunities for
       increased effectiveness;

   (c) Evaluation of management operating systems, including
       forecasting/planning, data management, logistics
       management, sales force, project management and financial
       management; and

   (d) Review of the Debtors' business plan and performance.

The Debtors will pay Synergetics:

   -- a $200,000 flat fee for work performed within the first
      five weeks; and

   -- $175 per hour, subject to a $100,000 cap, for additional
      work after the first five weeks.

James O'Neill, president and chief operating officer of
Synergetics, assures the Court that the firm does not hold or
represent an interest adverse to the Debtors' estates.  Thus,
Synergetics is a "disinterested person," as the term is defined in
Section 101(14) of the Bankruptcy Code.

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: Assumes Amended Inolex Chemical Contract
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware allowed
Foamex International Inc. to assume an amdned Contract with Inolex
Chemical Company.

The Court directs Foamex L.P. to pay $1,217,304 to Inolex Chemical
Company in four equal installments to be made on:

    -- May 8, 2006,
    -- May 15, 2006
    -- May 22, 2006, and
    -- May 29, 2006.

As reported in the Troubled Company Reporter on May 9, 2006, the
Amendment provides that:

   (a) the payment terms is resumed to 2.75% 25, net-30;

   (b) Inolex will issue a new quarterly rebate to Foamex for the
       balance of 2006, subject to a $115,000 cap on the total
       rebate amount;

   (c) Foamex will have four weeks within which to satisfy its
       $1,217,304 prepetition debt; and

   (d) the Parties will mutually release each other's claims.

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)


FRANK'S OILFIELD: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Frank's Oilfield Service, Inc.
        dba Frank's Well Service
        5976 Highway 64
        Farmington, New Mexico
        Tel: (505) 632-5948

Bankruptcy Case No.: 06-10826

Type of Business: The Debtor offers excavating and
                  haulage services.

Chapter 11 Petition Date: May 23, 2006

Court: District of New Mexico (Albuquerque)

Judge: James S. Starzynski

Debtor's Counsel: William F. Davis, Esq.
                  Davis & Pierce, P.C.
                  P.O. Box 6
                  Albuquerque, New Mexico 87103
                  Tel: (505) 243-6129

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


GENELABS TECHNOLOGIES: Nasdaq Issues Delisting Notice
-----------------------------------------------------
Genelabs Technologies, Inc., received a staff determination letter
from the Nasdaq Stock Market Inc. stating that the company's
common stock is subject to delisting from the Nasdaq Capital
Market because the company does not meet Nasdaq Marketplace Rule
4310(c)(2)(B) which requires the company to have a minimum of
$2,500,000 in shareholder's equity or a market capitalization of
$35,000,000.

Genelabs has the right to appeal the Nasdaq staff determination to
a Nasdaq Listings Qualification Panel and intends to timely
request a hearing.  The request for a hearing will automatically
stay the delisting of Genelabs' common stock until the panel
reaches a decision.  At the hearing, Genelabs intends to present a
plan for its continued listing on the Nasdaq Capital Market.

                         About Genelabs

Based in Redwood City, California, Genelabs Technologies, Inc. --
http://www.genelabs.com/-- discovers and develops pharmaceutical  
products to improve human health.  The company has built drug
discovery capabilities that can support various research and
development projects.  Genelabs is currently concentrating these
capabilities on discovering novel compounds that selectively
inhibit replication of the hepatitis C virus and advancing
preclinical development of compounds from this hepatitis C virus
drug discovery program, while also developing a late-stage product
for lupus.

At March 31, 2006, the Company's balance sheet showed $9,827,000
in total assets and $10,610,000 in total liabilities, resulting in
a $783,000 stockholders' deficit.

                          *     *     *

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 1, 2006, Ernst
& Young LLP expressed substantial doubt about Genelabs
Technologies, Inc.'s ability to continue as a going concern after
it audited the company's financial statement for the year ended
Dec. 31, 2005.  The auditing firm points to the Company's
recurring losses from operations, accumulated deficit and
availability of funds for use in operations.


GRANDE COMMS: Moody's Ups Corporate Family & Notes Rating to Caa1
-----------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating for
Grande Communications Holdings, Inc., to Caa1 from Caa2 and also
raised the rating on Grande's senior secured notes to Caa1 from
Caa2.  The upgrade reflects a more measured growth strategy under
Grande's new management, which will likely accelerate the
transition to positive free cash flow, and the company's now fully
funded business plan.

Grande's liquidity improved following the issuance of additional
notes in March 2006. The more established track record of Grande
and of overbuilders in general also supports the upgrade.

Grande's ratings reflect its lack of scale, high financial risk,
and Moody's concerns over competition, offset by an upgraded
network, high penetration of multiple services, and the positive
demographic trends in its markets.  Leverage is in the mid 6 times
range, fixed charge coverage remains negative, and Moody's expects
Grande to consume cash throughout 2006 and 2007, albeit at a
declining rate of cash absorption.

Moody's also revised the outlook to stable from positive. Given
Grande's lack of scale, high financial risk, and the competitive
environment in which the company operates, Moody's considers
ratings above Caa1 unlikely over the intermediate term absent a
meaningful improvement in liquidity, either through equity
issuance or bank availability. A summary of today's actions.
Grande Communications Holdings, Inc.

   * Corporate Family Rating Upgraded to Caa1 from Caa2
   * Senior Secured Bonds, Upgraded to Caa1 from Caa2
   * Outlook, Changed To Stable From Positive


Grande Communications Holdings, Inc. is a retail provider of
video, Internet and telephony services primarily serving
communities in six Texas markets. The company also serves
enterprise customers and has a wholesale Internet and telephony
business. Grande maintains its headquarters in San Marcos, Texas.


GT BRANDS: Files Amended Disclosure Statement with S.D.N.Y.
-----------------------------------------------------------
GT Brands Holdings LLC and its debtor-affiliates amended the
Disclosure Statement explaining their Plan of Liquidation
delivered to the U.S. Bankruptcy Court for the Southern District
of New York on May 17, 2006.

The Plan is a product of substantial discussions and negotiations
among the Debtors, the Senior Lenders and the Creditors Committee.

The Debtors estimate that, in addition to non-cash assets, they
will transfer approximately $7.6 million in cash to a Plan
Administrator.   The Plan Administrator will ultimately distribute
an aggregate of approximately $3.7 million to $4.1 million to the
Senior Lenders.  This amount represents the Debtors' cash, less
amounts to establish and fund:

   -- the Affiliate Debtors Carve-Out Fund amounting to
      $1 million;

   -- the Asset Recovery Fund amounting to $400,000;

   -- the Plan Operations Fund, approximately $1,500,000, based on
      an estimated windup date of June 30, 2006, which includes
      around $500,000 to fund the Disputed Claims Reserves; and

   -- distributions on account of Administrative Expense Claims
      and Priority Claims, totaling between $700,000 and
      $1,300,000.

The Debtors estimate that these distributions, together with other
amounts paid to the Senior Lenders since their bankruptcy filing,
including amounts paid under the Court's Cash Collateral Order,
will aggregate approximately $29.5 million to $29.9 million.

Holders of general unsecured claims against GT Brands, amounting
to $77.09 million, will receive a pro rata share of the proceeds
of the Causes of Action and the Avoidance Actions, if any.

Holders of general unsecured claims against the affiliate debtors,
amounting to $28.4 million to $31.9 million, will receive a pro
rata share of:

   -- Affiliate Debtors Carve-Out Fund;
   -- proceeds of the Affiliate Debtors Avoidance Actions.

Equity holders will get nothing under the Plan.

A copy of the Amended Disclosure Statement is available for a fee
at http://www.researcharchives.com/bin/download?id=060523224502

Headquartered in New York, New York, GT Brands Holdings LLC,
supplies home video titles to mass retailers.  The Debtors also
develop and market branded consumer, lifestyle and entertainment
products.  The Company and its affiliates filed for chapter 11
protection on July 11, 2005 (Bankr. S.D.N.Y. Case No. 05-15167).
Brian W. Harvey, Esq., at Goodwin Procter LLP, represents the
Debtors in their chapter 11 proceedings.  Patrick J. Orr, Esq.,
and Sean C. Southard, Esq., at Klestadt & Winters, LLP, represent
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they listed total
assets of $79 million and total debts of $212 million.


GULF COAST: Court Schedules Auction for Some Assets on June 1
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved procedures for the sale of certain of Gulf Coast
Holdings, Inc.'s assets to PaR Systems, Inc., or to a bidder
submitting the highest and best offer, during the auction for
these assets on June 1, 2006.  PaR Systems offered to pay
$3 million in cash for those assets.

The assets to be sold exclude:

   (a) interest in approximately 14.8009 acres of land and the
       improvements on that land located at 188 FM 3083, Conroe,
       Texas;
   
   (b) furniture fixtures and equipment designated by the
       successful bidder not to be acquired;

   (c) cash and cash equivalents;
   
   (d) accounts receivable and other receivables;

   (e) rights under a definitive agreement and other agreements
       and instruments entered into in connection;

   (f) stock records, shares of stock, insurance policies and
       rights and claims of refunds of taxes and other
       governmental charges; and

   (g) causes of action against third-parties, including, without
       limitation, bankruptcy avoidance claims.

In connection with the sale, the Debtor will assume and assign
various executory contracts and unexpired leases to the successful
bidder.

Any party wishing to submit a competing bid has until
May 30, 2006, to file its offer.  Competing bids should be at
least $3.2 million.  An auction will take place on June 1, 2006,
commencing at 9:00 a.m., CST, at the offices of Hughes & Luce LLP,
1717 Main Street, Suite 2800, Dallas, Texas 75201.  

In the event a purchaser other than PaR Systems wins at the
auction, the Debtor would pay PaR Systems a $75,000 breakup fee,
plus reimbursement for actual out-of pocket expenses up to a
maximum of $40,000.

A hearing on the sale of the Debtor's assets will be held at 9:00
a.m, on June 7, 2006.  Objections against the sale of the
properties to the highest bidder must be filed with the Bankruptcy
Court Clerk no later than 12:00 p.m. noon, prevailing central time
on June 5, 2006.  Objections should also be served to:

   (a) Counsel for the Debtor

       Hughes & Luce, L.L.P
       Attention: Jeffrey R. Fine
       1717 Main Street, Suite 2800
       Dallas, Texas 75201

   (b) Counsel for Jered LLC

       Bell, Boyd & Lloyd LLC
       Attention: Dennis A. Peterson and Steven A. Domanowski
       70 W. Madison Street, Suite 3100
       Chicago, Illinois, 60602

   (c) Counsel for MTGLQ Investors, L.P.

       Vinson & Elkins, LLP
       Attention: William L. Wallander
       2001 Ross Avenue, 3700 Trammell Crow Center
       Dallas, Texas 75201
       
   (d) Counsel for the Official Committee of Unsecured Creditors

       Winstead Sechrest & Minick P.C.
       Attention: Phillip L. Lamberson
       5400 Renaissance Tower, 1201 Elm Street
       Dallas, Texas 75270

Headquartered in Conroe, Texas, Gulf Coast Holdings, Inc., field
for bankruptcy protection on April 28, 2006 (Bankr. N.D. Tex. Case
No. 06-31695).  Daniel I. Morenoff, Esq., and Jeffrey R. Fine,
Esq., at Hughes & Luce, LLP, represent the Debtor in its
restructuring efforts.  Jaime Myers, Esq., at Myers Winstead,
Sechrest & Minick,  P.C., represents the Official Committee of
Unsecured Creditors.  In its schedules filed with the Court, the
Debtor reported assets amounting to $18,258,575 and debts totaling
$19,553,664.


GULF COAST: Creditors' 341(a) Meeting Scheduled for June 7
----------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of Gulf
Coast Holdings, Inc.'s creditors at 2:00 p.m., on June 7, 2006, at
Office of the U.S. Trustee, 1100 Commerce St.,Room 976 in Dallas,
Texas 75242.  This is the first meeting of creditors required
under Section 341(a) of the Bankruptcy Code in all bankruptcy
cases.

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

Headquartered in Conroe, Texas, Gulf Coast Holdings, Inc., field
for bankruptcy protection on April 28, 2006 (Bankr. N.D. Tex. Case
No. 06-31695).  Daniel I. Morenoff, Esq., and Jeffrey R. Fine,
Esq., at Hughes & Luce, LLP, represent the Debtor in its
restructuring efforts.  Jaime Myers, Esq., at Myers Winstead,
Sechrest & Minick,  P.C., represents the Official Committee of
Unsecured Creditors.  In its schedules filed with the Court, the
Debtor reported assets amounting to $18,258,575 and debts totaling
$19,553,664.


HANGER ORTHOPEDIC: Gets Required Consents for $215MM Senior Notes
-----------------------------------------------------------------
Hanger Orthopedic Group, Inc. reported that on May 9, 2006, the
Company commenced tender offers to purchase for cash any and all
of its outstanding $200,000,000 aggregate principal amount of
10-3/8% Senior Notes due 2009 (CUSIP No. 41043FAE9) and its
outstanding $15,562,000 aggregate principal amount of 11-1/4%
Senior Subordinated Notes due 2009 (CUSIP No. 41043FAB5) and
consent solicitations for certain proposed amendments to the
indentures pursuant to which the Notes were issued.

The Company reported that as of 5:00 p.m., New York City time, on
Friday, May 19, 2006, it had received consents from holders of at
least a majority of the Notes.  As a result of the receipt of
these consents, tendered Notes of the above series may not be
withdrawn and consents may no longer be revoked with respect to
the Notes, except in limited circumstances.

The Consent Date for the Offers was May 22, 2006, unless such date
is extended or earlier terminated.  Consequently, any holders of
Notes who tender their Notes and deliver their consents by 5:00
p.m., New York City time, on May 22, 2006 was still be eligible to
receive the Total Consideration set forth in the Offer to Purchase
and Consent Solicitation Statement, dated May 9, 2006.  Holders of
Notes who tender their notes after 5:00 p.m., New York City time,
on May 22, 2006, but before 11:59 p.m., New York City time, on
June 6, 2006, unless such date is extended or earlier terminated,
will be eligible to receive only the Tender Offer Consideration
set forth in the Statement.  Holders who tender Notes must also
deliver consents to the proposed amendments with respect to the
series of such Notes and with respect to the indentures which
governs such Notes.  Holders may not deliver consents without also
tendering their Notes and Holders who validly tender their Notes
will be deemed to have delivered their consents.

The Offers are conditioned upon the consummation of a new
$75 million revolving credit facility and $230 million bank
term loan, the issuance of $190 million aggregate principal
amount of new senior notes and the issuance of $50 million of
Series A Convertible Preferred Stock or other similar financing,
on terms and conditions satisfactory to the Company, which terms
may be revised in the Company's sole discretion. The Company
intends to use the net proceeds from such financing to fund the
purchase of the Notes in connection with the Offers.

Lehman Brothers Inc. and Citigroup Corporate and Investment
Banking are the co-dealer managers for the Offers and co-
solicitation agents for the Solicitations.  Questions about the
Offers should be directed to:

     Lehman Brothers Inc.
     Attn: Liability Management and Citigroup Corporate
           and Investment Banking
     Telephone (212) 528-7581 (collect)
      Toll Free at (800) 438-3242 or (800) 558-3745

The information agent for the Offers is D.F. King & Co. Inc.  
Requests for additional sets of the tender offer materials may be
directed to:

     D.F. King & Co. Inc.
     Toll Free (800) 735-3107

                     About Hanger Orthopedic

Headquartered in Bethesda, Maryland, Hanger Orthopedic Group, Inc.
-- http://www.hanger.com/-- is the world's premier provider of  
orthotic and prosthetic patient care services.  Hanger is the
market leader in the United States, owning and operating 621
patient care centers in 46 states including the District of
Columbia, with 3,290 employees including 1,021 practitioners (as
of 12/31/05).  Hanger is organized into four units.  The two key
operating units are patient care, which consists of nationwide
orthotic and prosthetic practice centers and distribution which
consists of distribution centers managing the supply chain of
orthotic and prosthetic componentry to Hanger and third party
patient care centers.  The third is Linkia, which is the first and
only provider network management company for the orthotics and
prosthetics industry. The fourth unit, Innovative Neurotronics,
introduces emerging neuromuscular technologies developed through
independent research in a collaborative effort with industry
suppliers worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on May 8, 2006,
Standard & Poor's Ratings Services assigned its 'B' senior secured
bank loan rating to Hanger Orthopedic Group Inc.'s (B/Negative/--)
proposed $75 million revolving credit facility due in 2011 and
$230 million term loan B due in 2013.  A recovery rating of '2'
also was assigned to the secured loan, indicating the expectation
for substantial recovery of principal in the event of a payment
default.

At the same time, Standard & Poor's assigned its 'CCC+' senior
unsecured debt rating to the company's proposed $190 million of
senior unsecured notes due in 2014.  The rating agency also
affirmed its 'B' corporate credit rating.  The rating outlook
remains negative.


HAWK CORP: Moody's Rates $110 Million Sr. Unsec. Notes at B2
------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Hawk
Corporation to negative from positive.  The company's B2 Corporate
Family and guaranteed senior unsecured note ratings were affirmed.

The change in outlook to negative reflects Moody's concerns
relating to the extended delays the company has encountered in
achieving an effective start-up of its Tulsa friction products
facility.

Since it commenced operations in early 2005, this facility has
continued to operate well below the level of operational
efficiency that had been anticipated.

As a result of these start up-related operating inefficiencies,
Hawk's performance has continued to erode and credit metrics have
deteriorated to a level that is weak for the B2 rating level
despite strong demand in most of the company's key markets.

Hawk also remains burdened with high commodity costs, rising
energy prices, and the prospect of lower demand from the heavy
truck market during 2007 as more stringent emissions regulations
take effect.  If Hawk is unable to begin operating the Tulsa
facility more efficiently during the near term, its rating will
come under increasing pressure and liquidity could become
stressed.

For the twelve months ended through March 2006, the company's
operating margin was 4.9%, interest coverage was 1.0 times,
debt/EBITDA approximated 5.8 times, and free cash flow was
approximately negative $7 million.  Principal sources of liquidity
include $9 million in cash, and $12.3 million available under a
bank credit facility.  However, continued erosion in operating
performance could narrow the degree of headroom under the
facility's covenant provisions and thereby diminish access.

If Hawk's Tulsa facility begins to operate near the levels of
efficiency that had been anticipated, the resulting cost savings,
in combination with robust market demand during 2006, should
enable the company to generate credit metrics that are more
solidly supportive of the B2 rating and to preserve adequate
levels of liquidity.  Hawk has stated that the start up challenges
facing the facility have been addressed and that it should begin
to contribute to more robust operating results during the second
and third quarters.

Ratings affirmed:

   * B2, Hawk's $110 million guaranteed senior unsecured notes
     due November 2014;
   * B2 Corporate Family rating

Hawk has a five-year $30 million asset-based revolving credit
facility, which is not rated by Moody's.

Moody's last rating action was on Oct. 11, 2004, confirming the
Corporate Family ratings.

Hawk, headquartered in Cleveland, Ohio, is a leading supplier of
friction products and powdered metal precision components for
industrial, agricultural, powersports and aerospace applications.
Friction products include parts for brakes, clutches,
transmissions, lawn and garden products, and other equipment.
Powdered metal precision components include components in pumps,
motors, transmissions and other equipment.  Annual revenues
approximate $265 million.


INSEQ CORPORATION: Posts $1.8 Mil. Net Loss in 2005
---------------------------------------------------
INSEQ Corporation filed with the Securities and Exchange
Commission on April 18, 2006, its amended annual report for the
fiscal year ended Dec. 31, 2005.

The Company's Statement of Operations for the period ended
Dec. 31, 2005 showed a net loss of $1,876,262 on revenues of
$2,427,196.

At Dec. 31, 2005, the Company's balance sheet showed $4,895,334 in
total assets and $3,588,756 in total liabilities, resulting in a
$1,306,578 in stockholders' equity.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $927,888 in total current assets available to pay $2,692,808
in total current liabilities coming due within the next 12 months.

                       Going Concern Doubt

Rosenberg Rich Baker Berman & Company, P.A., in Bridgewater,
New Jersey, raised substantial doubt about INSEQ Corporation'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 operating
losses and working capital deficits.

A full-text copy of the Company's Amended 2005 Annual Report is
available for free at http://researcharchives.com/t/s?9a0

Headquartered in Mount Arlington, New Jersey, INSEQ Corporation
(OTCBB:INSQ) -- http://www.inseq.com/-- manufactures and sells  
products that facilitate the efficient use of virgin and partially
consumed natural resources, including metals, chemicals, fuels,
and plastics.


INTERLINE BRANDS: Commences Tender Offer 11-1/2% Senior Sub. Notes  
------------------------------------------------------------------
Interline Brands, Inc.'s operating subsidiary, Interline Brands,
Inc., a New Jersey corporation, commenced a cash tender offer for
any and all of its outstanding 11-1/2% Senior Subordinated Notes
Due 2011 (CUSIP No. 458743 AB 7).  In conjunction with the tender
offer, Interline New Jersey is soliciting the consent of holders
of a majority in aggregate principal amount of the Notes to
eliminate substantially all of the covenants and certain events of
default under the indenture for the Notes.  The terms and
conditions of the tender offer and consent solicitation are set
forth in an Offer to Purchase and Consent Solicitation Statement
dated May 23, 2006.

Subject to certain conditions precedent described in the Offer to
Purchase and Consent Solicitation Statement, holders who validly
tender Notes and deliver consents prior to 5:00 p.m., Eastern
Time, on June 7, 2006, unless extended, will be entitled to
receive the Total Consideration, which includes a consent payment
of $30 per $1,000 principal amount of Notes.  Payment in such case
will be made promptly after Interline New Jersey determines to
accept the Notes tendered prior to 5:00 p.m., Eastern Time, on the
Consent Date, which acceptance date is expected to be on or about
June 23, 2006 or such later date as the financing transactions
described below are expected to be completed.

Holders who validly tender Notes after 5:00 p.m., Eastern Time, on
the Consent Date but prior to 5:00 p.m., Eastern Time, on June 23,
2006, unless extended, will be entitled to receive the Tender
Consideration, which is equal to the Total Consideration less the
Consent Payment.  Payment in such case will be made promptly after
the Expiration Time.  Subject to certain limited exceptions,
tendered Notes may be withdrawn and related consents may be
revoked only at any time prior to 5:00 p.m., Eastern Time, on the
Consent Date.

The Total Consideration for each $1,000 principal amount of the
Notes validly tendered pursuant to the tender offer and not
validly withdrawn is equal the sum of

   (a) the present value on an assumed Early Settlement Date of
       $1,057.50 per $1,000 principal amount of the Notes,
       representing the amount at which Interline New Jersey
       optionally may redeem the Notes on May 15, 2007, plus

   (b) the present value on the assumed Early Settlement Date of
       the interest that would be payable on, or accrue from, the
       last interest payment date until May 15, 2007 determined on
       the basis of a yield to May 15, 2007 equal to the sum of

       (x) the bid-side yield on 4.375% U.S. Treasury Note due
           May 15, 2007 as calculated by the dealer managers in
           accordance with standard market practice, as of
           2:00 p.m., Eastern Time, on the second business day
           following the Consent Date (such pricing date expected
           to be June 9, 2006, unless extended), plus

       (y) 50 basis points, minus

   (c) accrued and unpaid interest with respect to the Notes from
       the last interest payment date through, but not including,
       the applicable settlement date.

All Notes accepted for payment will (subject to the terms and
conditions of the tender offer) also receive accrued and unpaid
interest to, but excluding, the applicable settlement date on the
tendered Notes.

The tender offer is being conducted contemporaneously with the
debt financings reported on May 23, 2006.  Interline New Jersey
expects to use part of the proceeds from these financing
transactions to fund the consideration in the tender offer.

The tender offer is subject to the satisfaction of certain
conditions, including:

     (i) there being validly tendered and not withdrawn not less
         than a majority of the aggregate principal amount of the
         Notes,

    (ii) the execution of a supplemental indenture giving effect
         to the proposed amendments to the indenture for the
         Notes,

   (iii) the successful receipt of net proceeds of the financing
         transactions described above sufficient to finance the
         tender offer on terms satisfactory to Interline New
         Jersey and

    (iv) certain other customary conditions.

Credit Suisse Securities (USA) LLC and Lehman Brothers Inc. are
serving as the exclusive Dealer Managers and Solicitation Agents
for the tender offer and consent solicitation.  Questions
regarding the terms of the tender offer or consent solicitation
should be directed to:

     Credit Suisse Securities (USA) LLC
     Attn: Liability Management Group
     Telephone (800) 820-1653 (toll free)

                     or

     Lehman Brothers Inc.
     Attn: Liability Management Group
     Telephone (800) 438-3242 (toll free)

Any questions or requests for assistance or additional copies of
documents may be directed to the Tender Agent and Information
Agent:

     D.F. King & Co., Inc.  
     Telephone (212) 269-5550 (bankers and brokers call collect)
     Toll Free (800) 290-6426

                        New Bank Facility

In addition, Interline New Jersey intends to enter into a new bank
credit facility.

Interline New Jersey intends to use the proceeds of the offering,
along with borrowings under the new credit facility, to finance
its planned acquisition of American Sanitary and to refinance its
existing debt, including Interline New Jersey's outstanding
11-1/2% Senior Subordinated Notes Due 2011.  These financings are
expected to be completed by the beginning of the third quarter of
2006.
                         About Interline

Headquartered in Jacksonville, Florida, Interline Brands, Inc. --
http://www.interlinebrands.com/-- is a leading national  
distributor and direct marketer of maintenance, repair and
operations products to approximately 160,000 professional
contractors, facilities maintenance professionals, and specialty
distributors across North America and Central America.

At March 31, 2006, Interline Brands, Inc.'s balance sheet showed a
stockholders' deficit of $159,234,000, compared to a $152,878,000
deficit at Dec. 30, 2005.


INTERPLAY ENTERTAINMENT: Auditor Raises Going Concern Doubt
----------------------------------------------------------------
Jeffrey S. Gilbert in Los Angeles, California, raised substantial
doubt about Interplay Entertainment 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 limited liquid resources, a
history of losses, and working capital and stockholders'
deficiencies.

The Company earned $5,928,000 of net income on $7,158,000 of total
revenues for the year ended Dec. 31, 2005.  The Company's net
operating income of $5.9 million was primarily derived through the
reversal of deferred income related to advance minimum royalties
on licensing agreements that expired in 2005.

At Dec. 31, 2005, the Company's balance sheet showed $673,000 in
total assets and $12,163,000 in total current liabilities,
resulting in an $11,490,000 stockholders' deficit.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?9b7

Interplay Entertainment Corp. (OTCBB: IPLY) develops and publishes
interactive entertainment software for both core gamers and the
mass market.  Titus Interactive, S.A., a France-based developer,
publisher and distributor of interactive entertainment software,
which owns 62% of the Company's common stock, is in bankruptcy as
of Dec. 31, 2005.


KINETIC CONCEPTS: Earns $43.7 Million in Quarter Ended March 31
---------------------------------------------------------------
Kinetic Concepts, Inc., filed its financial statements for the
quarter ended March 31, 2006, with the Securities and Exchange
Commission on May 9, 2006.

The Company earned $48,517,000 of net income on $319,245,000 of
revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $787,240,000
in total assets and $531,590,000 in total liabilities, resulting
in a stockholders' equity of $255,650,000.

A full-text copy of the Company's financial statements for the
quarter ended March 31, 2006, is available at no charge at:

               http://ResearchArchives.com/t/s?9a8

Kinetic Concepts, Inc. -- http://www.kci1.com/-- designs,
manufactures, markets and provides a wide range of proprietary
products that can improve clinical outcomes while helping to
reduce the overall cost of patient care.

                          *     *     *

As reported in the Troubled Company Reporter on April 20, 2005,
Moody's Investors Service upgraded Kinetic Concepts's guaranteed
senior secured revolving credit facility due 2009 to Ba3 from B1;
guaranteed senior secured term loan B due 2010 to Ba3 from B1;
guaranteed unsecured subordinated notes due 2013 to B2 from B3;
senior implied rating to Ba3 from B1; and senior unsecured issuer
rating to B1 from B2.  The ratings outlook was also changed from
stable to positive.

As reported in the Troubled Company Reporter on Mar. 16, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on Kinetic Concepts to 'BB' from 'BB-'.  At the same time,
Standard & Poor's raised its rating on the senior secured credit
facility and raised its rating on KCI's senior subordinated debt.
The outlook remains stable.


KOEN BOOK: Can Solicit Votes for Plan After Disclosure Approval
---------------------------------------------------------------
The Honorable Judith H. Wizmur of the U.S. Bankruptcy Court for
the District of New Jersey approved the Disclosure Statement
explaining Koen Book Distributors, Inc., nka Book Distributors,
Inc., and its Official Committee of Unsecured Creditors' Joint
Plan of Liquidation.

The Court determined that the Disclosure Statement contained
adequate information -- the right amount of the right kind of
information necessary for the creditors to make an informed
decision -- as required under Section 1125 of the Bankruptcy Code.

The Debtor is now authorized to solicit acceptances for the Plan.

Judge Wizmur will consider confirmation of the Plan on
July 11, 2006.

                      Overview of the Plan

The plan will be funded using any cash remaining and proceeds of
the liquidation of the assets and causes of action of the Debtor's
estate.  

On Sept. 22, 2005, the Debtor entered into an Inventory Purchase
Agreement with Baker & Taylor for the purchase and sale of the
Debtor's book inventory for $4.5 million.  The Court approved that
agreement on Oct. 7, 2005.

On Oct. 3, 2005, the Debtor entered into an Asset Purchase
Agreement with Levy Home Entertainment pursuant to which Levy will
purchase the Debtor's assets, the name "Koen Book Distributors"
and certain unexpired executory contracts for $300,000.  The Court
approved the Debtor's agreement with Levy on Oct. 17, 2005.

                         Treatment of Claims

Under the plan, Administrative Claims, Priority Tax Claims and
Priority Claims will be paid in full.

Holders of general unsecured claims will receive their pro rata
share of the cash remaining after payment of all other claims,
exclusive of any reserves established by the Koen Trustee for
Disputed Claims.  Unsecured claim holders will also receive their
pro rata share of the beneficial interests in the Koen Trust.  The
Debtor tells the Court that if there are sufficient funds to pay
unsecured claims in full, then holders of unsecured claims will
also receive 3.52% interest.

Holders of interests in the Debtor will receive no distribution
and those interests will be cancelled.

A copy of the Debtor and Committee's disclosure statement
explaining their Joint Plan of Liquidation is available for a fee
at:

  http://www.researcharchives.com/bin/download?id=060404023256

                      About Koen Book

Headquartered in Moorestown, New Jersey, Koen Book Distributors,
Inc., nka Book Distributors, Inc. -- http://www.koen.com/-- is a   
book wholesaler specializing in bestsellers and independent press
titles.  The company filed for chapter 11 protection on July 11,
2005 (Bankr. D. N.J. Case No. 05-32376).  Aris J. Karalis, Esq.,
at Ciardi, Maschmeyer & Karalis, P.C., represents the Debtor.  
Bruce D. Buechler, Esq., and Bruce S. Nathan, Esq., at Lowenstein
Sandler, PC, represent the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it estimated assets and debts between $10 million and
$50 million.


LARRY'S MARKETS: Panel Hires Preston Gates as Bankruptcy Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
gave its interim approval for the Official Committee of Unsecured
Creditors appointed in Larry's Markets, Inc.'s chapter 11 case to
employ Preston Gates & Ellis, LLP, as its bankruptcy counsel.

Preston Gates will:

    a. assist the Committee in the investigation of the financial
       affairs of the Debtor;

    b. assist the Committee in the negotiation, formulation and
       confirmation of a plan of reorganization.

    c. prepare all necessary pleadings in these proceedings; and

    d. perform all other legal services for the Committee as may
       be necessary.

Michael J. Gearin, Esq., a partner at Preston Gates, tells the
Court that he will bill $320 for his services.  Mr. Gearin further
tells the Court that Marc Barreca, Esq., will bill $370 per hour
while Mr. Matt Goldberg will bill $170 per hour for this
engagement.  Mr. Gearin discloses that the firm's other attorneys
and professionals bill between $75 to $450 per hour.

Mr. Gearin assures the Court that his firm does not hold any
interest adverse to the Debtor, to any class of creditors, or to
any equity security holders.

Mr. Gearin can be reached at:

         Michael J. Gearin, Esq.
         Preston Gates & Ellis LLP
         925 Fourth Avenue, Suite 2900
         Seattle, Washington 98104-1158
         Tel: (206) 623-7580
         http://www.prestongates.com/

                     About Larry's Markets

Headquartered in Kirklan, Washington, Larry's Markets, Inc. --
http://www.larrysmarkets.com/-- operates several supermarkets and
department stores in the U.S. Northwest.  The company filed for
chapter 11 protection on May 7, 2006 (Bankr. W.D. Wash. Case No.
06-11378).  Armand J. Kornfeld, Esq., at Bush Strout & Kornfeld,
represents the Debtor.  The Official Committee of Unsecured
Creditors has selected Marc L. Barreca, Esq., and Michael J.
Gearin, Esq., at Preston Gates & Ellis LLP, to represent it in the
Debtor's case.  When the Debtor filed for protection from its
creditors, it listed total assets of $12,574,695 and total debts
of $21,489,800.


LARRY'S MARKETS: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Larry's Markets, Inc., delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the Western District
of Washington disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property               
  B. Personal Property           $12,574,694
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                 $11,258,098
  E. Creditors Holding
     Unsecured Priority Claims                         $298,524  
  F. Creditors Holding                               $9,763,860
     Unsecured Nonpriority
     Claims
                                 -----------        -----------
     Total                       $12,574,694        $21,320,482

Headquartered in Kirklan, Washington, Larry's Markets, Inc. --
http://www.larrysmarkets.com/-- operates several supermarkets and
department stores in the U.S. Northwest.  The company filed for
chapter 11 protection on May 7, 2006 (Bankr. W.D. Wash. Case No.
06-11378).  Armand J. Kornfeld, Esq., at Bush Strout & Kornfeld,
represents the Debtor.  The Official Committee of Unsecured
Creditors has selected Marc L. Barreca, Esq., and Michael J.
Gearin, Esq., at Preston Gates & Ellis LLP, to represent it in the
Debtor's case.  When the Debtor filed for protection from its
creditors, it listed total assets of $12,574,695 and total debts
of $21,489,800.


LARRY'S MARKETS: Gets Interim Nod on Scarff as Special Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
gave its interim approval for Larry's Markets, Inc., to employ
Scarff & Wilson PLLC as its special counsel.

Scarff & Wilson is expected to:

    a. provide general corporate advice, including but not limited
       to matters involving the purchase and sale of assets; and

    b. provide advice involving employment, tax, and other issues
       that may arise under Washington law.

Stuart Scarff, Esq., a member at Scarff & Wilson, tells the Court
that he will bill $250 per hour for this engagement.  Mr. Scarff
discloses that the firm's other professionals and support
personnel bill between $95 to $200 per hour.

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

Mr. Scarff can be reached at:

         Stuart Scarff, Esq.
         Scarff & Wilson PLLC
         3035 Island Crest Way
         Mercer Island, Washington 98040
         Tel: (206) 236-1500
         Fax: (206) 686-3030
         http://scarffwilson.com/

Headquartered in Kirklan, Washington, Larry's Markets, Inc. --
http://www.larrysmarkets.com/-- operates several supermarkets and
department stores in the U.S. Northwest.  The company filed for
chapter 11 protection on May 7, 2006 (Bankr. W.D. Wash. Case No.
06-11378).  Armand J. Kornfeld, Esq., at Bush Strout & Kornfeld,
represents the Debtor.  The Official Committee of Unsecured
Creditors has selected Marc L. Barreca, Esq., and Michael J.
Gearin, Esq., at Preston Gates & Ellis LLP, to represent it in the
Debtor's case.  When the Debtor filed for protection from its
creditors, it listed total assets of $12,574,695 and total debts
of $21,489,800.


LEVITZ HOME: Balks at Remediation Contract Payment
--------------------------------------------------
Levitz Home Furnishings, Inc., and its debtor-affiliates ask the
U.S Bankruptcy Court for the Southern District of New York to deny
AMEC Earth & Environmental, Inc.'s request for immediate payment
of amounts due under a Remediation Contract.

The Debtors and AMEC are parties to an environmental remediation
contract for continuing remedial operations pursuant to a
corrective action plan.  The Corrective Plan was intended to
fulfill requirements of the Arizona Department of Environmental
Quality Underground Storage Tank Section implemented by the
Debtors for petroleum soil and groundwater contamination caused by
a leaking underground storage tank incident at the former Levitz
Furniture store located at Phoenix, Arizona.

As reported in the Troubled Company Reporter on May 4, 2006, the
Court lifted the automatic stay to permit AMEC to terminate its
Environmental Remediation Contract with the Debtors.  However,
AMEC's request for allowance and immediate payment of an
administrative claim was adjourned.  AMEC is asking the Court to
Compel the Debtors to immediately pay the outstanding amounts due
under the Remediation Contract for $55,169, plus attorneys' fees
and costs.

                          Debtors Response

The Debtors assert that AMEC's request for immediate payment for
services provided under the Remediation Contract is premature
because there is no basis for it in the Bankruptcy Code.

The Debtors tell the Court that AMEC has not provided any evidence
that its services provided any benefit to the Debtors' estate.

                         PLVTZ's Response

PLVTZ, LLC, tells the Court that AMEC Earth & Environmental,
Inc., failed to meet the burden to prove that its $55,169 claim
is entitled to administrative expense priority.

PLVTZ asserts that, rather than showing that the services
performed under the Remediation Contract were necessary and
beneficial to the Debtors' estate, AMEC incorrectly argues that
the Debtors are liable for an administrative claim because they
elected to receive the postpetition benefits of an executory
contract.  AMEC's argument lacks merit because the Remediation
Contract is not an executory contract, PLVTZ says.

Furthermore, in the event the Court will allow AMEC's
Administrative Claim, PLVTZ asks the Court to limit the amounts
due to the services rendered subsequent to the Petition Date.
Specifically, PLVTZ wants its liability limited to $4,248:

     * $2,532 for the March 20, 2006, invoice; and

     * $1,715 for services performed since the March 20, 2006
       invoice.

PLVTZ also asks the Court to schedule an evidentiary hearing if
the matters raised by the parties are not resolved consensually.

                        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)


LEVITZ HOME: PetSmart Calls for Compliance with Sublease Terms
--------------------------------------------------------------
PetSmart, Inc., as sublessor under an unexpired lease for a
nonresidential real property located in Valencia, California, asks
the U.S. Bankruptcy Court for the Southern District of New York to
compel Levitz Home Furnishings, Inc., its debtor-affiliates and
PLVTZ, LLC, to comply with the terms of a sublease.

PetSmart and Levitz Furniture Corporation, as sublessee, are
parties to a sublease dated February 17, 1999.  The Debtor
subleased certain premises from PetSmart in Valencia Crossing
Shopping Center, which is designated as Store No. 30206.  The
Sublease will expire on January 31, 2009.

Robert Kolodney, Esq., at Kane Kessler, P.C., in New York,
relates that, pursuant to the terms of the Sublease, the Debtor
agreed to be bound by all of PetSmart's liabilities and
obligations as the Tenant under a Shopping Center Lease, as
amended, between The Newhall Land and Farming Company, as
landlord, and PetSmart, as tenant.

According to Mr. Kolodney, PLVTZ agreed, under the Asset Purchase
Agreement, to timely perform and discharge all obligations under
the Debtors' leases.

The Sublease, among other things, requires the Debtors to pay:

    -- monthly rent of not less than $27,577;

    -- its proportionate share of common area charges, real
       property taxes and insurance costs.

PetSmart is also entitled to interest on all unpaid obligations
due under the Sublease, Mr. Kolodney adds.

PetSmart relates that the Debtors, despite written notice and
demand as provided in the Sublease, are in default under the
Sublease due to the Debtors' failure to, among others:

    (i) maintain the required letter of credit;

   (ii) pay monthly rent and other charges due on October 1, 2005,
        for $27,577;

  (iii) pay real property taxes for the period from July 1, 2005,
        to June 30, 2006, which are all presently due to the
        taxing authority in California.

PetSmart submits that the sums due PetSmart under the Sublease
continue to increase and the Debtors' failure to pay as required
and to otherwise abide by the terms of the Sublease caused harm
to PetSmart.

Specifically, PetSmart asks the Court to:

    (a) compel the immediate payment of $18,681, which represents
        the prorated amount of October 2005 rent accruing from the
        Petition Date through the end of October 2005;

    (b) compel the immediate payment of $48,195 for real property
        taxes due under the Sublease;

Alternatively, in the event PetSmart is not awarded those
payments, PetSmart asks the Court to:

    -- compel the immediate payment of $25,167, which represents
       the estimated amount of unpaid real property taxes,
       insurance and other charges provided under the Sublease
       accruing from the Petition Date through the end of March
       2006;

    -- direct, beginning with the monthly payment due on April 1,
       2006, the payment of $32,010 per month to PetSmart, which
       includes, in addition to the rent and estimated CAM charges
       for $27,577 per month, estimated prorated amounts accruing
       for real property taxes and insurance;

    -- award interest on the delinquent amounts from five days
       after the date due until paid, as provided in the Sublease,
       and direct its immediate payment to PetSmart; and

    -- immediately award PetSmart its reasonable costs and
       attorney's fees incurred in the litigation.

                           PLVTZ Objects

PLVTZ argues that, while initially it does not dispute that the
stub rent and certain real estate tax payments are outstanding,
PetSmart is not entitled to immediate payment of the amounts
pending a decision by PLVTZ and the Debtors whether to assume or
reject the Sublease.

PLVTZ reminds the Court that, on April 18, 2006, it has
designated the Sublease for assumption and assignment, and has
notified the Debtors and PetSmart of the designation.

Thus, PLVTZ will pay to PetSmart all outstanding amounts
currently due and owing as part of a cure payment upon approval
of the assumption and assignment of the Sublease.  Accordingly,
by that time, PLVTZ says PetSmart's request will be rendered
moot.

PLVTZ reserves its right to contest the amount and validity of
PetSmart's claim for interest, late fees, costs and attorney's
fees at or before the hearing on the assumption and assignment of
the Sublease.

                        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)


LEVITZ HOME: Moves to Reject Eletto-Seaman Delivery Contract
------------------------------------------------------------
Debtor Seaman Furniture Company seeks authority from the U.S.
Bankruptcy Court for the Southern District of New York  to reject
a Delivery Services Agreement with Joseph Eletto Transfer, Inc.,
effective as of May 7, 2006.

Joseph Eletto and Seaman were parties to a delivery services
agreement, as amended.  Under the Agreement, Eletto delivered
furniture in certain East Coast delivery areas.

On April 27, 2006, the Purchasers of the Debtors' assets served a
notice to the Debtors identifying the Eletto-Seaman Delivery
Services Agreement as an Excluded Contract.

Nicholas M. Miller, Esq., at Jones Day, in New York, notes that
since that the Debtors have sold all of their operating stores to
the Purchasers, they no longer need Eletto's delivery services.
The Delivery Services Agreement no longer provides a benefit to
the Debtors' estates or creditors.

                        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)


LING HSU: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Ling T.L. Hsu
        2810 East Hemberg Drive
        Flagstaff, Arizona 86004

Bankruptcy Case No.: 06-01501

Debtor affiliate filing separate chapter 11 petition:

      Entity              Case No.
      ------              --------
      Hank H. Hsu         06-01508

Chapter 11 Petition Date: May 23, 2006

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum, Sr.

Debtors' Counsel: Pernell W. McGuire, Esq.
                  Aspey Watkins & Diesel, PLLC
                  123 North San Francisco, 3rd Floor
                  Flagstaff, Arizona 86001-5231
                  Tel: (928) 774-1478
                  Fax: (928) 774-8404

                      Total Assets    Total Debts
                      ------------    -----------
   Ling T.L. Hsu        $1,769,359     $1,063,578

   Hank H. Hsu          $1,196,969     $1,065,978

Debtors' Consolidated List of their 11 Largest Unsecured
Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Citi                             Goods & Services       $42,207
P.O. Box 6003
Hagerstown, MD 21747

Chase                            Goods & Services       $30,227
4915 Independence Parkway
Tampa, FL 33634

Greentree Village                Unpaid Rent            $30,000
c/o Duane Weston
120 North Beaver Street
Suite 120
Flagstaff, AZ 86001

Wolpoff & Abramson, LLP                                 $29,000

Federated Financial Corp.        Goods & Services       $27,929

Capital One                      Goods & Services       $23,795

CACH, LLC                        Bank Account           $13,828

Internal Revenue Service         Federal Tax            $11,018

NCO Financial Group              Collection              $3,990

Bank One                         Goods & Services        $3,320

Northern Leasing Systems, Inc.   Goods & Services        $2,058


MAGELLAN HEALTH: Moody's Affirms B1 Sr. Sec. Debt Facility Rating
-----------------------------------------------------------------
Moody's Investors Service changed the ratings outlook for Magellan
Health Services Inc. to positive from stable, reflecting a decline
in leverage over the past two years.  Moody's noted that the
company has reduced total debt outstanding from over $350 million
at the beginning of 2004 to $63 million at December 31, 2005.

Moody's affirmed ratings:

   * Senior Secured Bank Credit Facility, rated B1
   * Corporate Family Rating, rated B1

The ratings outlook reflects Moody's expectations that Magellan
will generate between $125 million to $150 million in operating
cash flow and $100 million to $125 million in free cash flow
during 2006.

Moody's anticipates that the company will use its cash flow to
retire debt while continuing to rebuild its cash position, which
totals $197 million as of March 31, 2006.

Moody's estimates that the company will have approximately $265
million to $300 million of unrestricted cash by December 31, 2006
if it does not make any significant acquisitions.

In the first quarter of 2006, Magellan spent $120 million to
acquire all of the stock of National Imaging Associates, a
privately held radiology benefits management firm based in
Hackensack, New Jersey.  NIA manages diagnostic imaging services
on a non- risk basis for its through contracts with health plans
customers, which totals covering approximately 17 million members.

Moody's believes that Magellan can generate more revenue for NIA
by cross-selling radiology benefit management services to
Magellan's existing behavioral health client base, moving some
contracts to a risk basis, and adding new contracts.

Magellan's expertise in underwriting claims payment and provider
network management, along with its financial resources and
information systems should facilitate NIA's product expansion and
transition to risk-based contracts.  The acquisition allows
Magellan to manage a larger portion of the healthcare dollar for
its clients while improving its diversity and mix of revenues.

Moody's is concerned, however, that neither Magellan nor NIA has
any experience in managing risk based radiology benefits for
customers.  Moody's is skeptical that the Magellan can generate
meaningful growth in its core behavioral business because of the
maturity of the business, increasing competition from managed care
providers such as United Health and others, the potential loss of
the WellPpoint contract in 2008, the continued threat that managed
care customers will in-source behavioral health services, and the
restructuring of the existing Tennessee contract.

Moody's expects the company's revenues to decline by 5% to 10% in
2006 with the loss of its Aetna contract, in addition to other
contracts with existing customers.

Due to slower growth in its core behavioral health business,
Moody's believes that the company will make acquisitions in the
radiology business and other areas to diversify its revenue and
customer base.

Magellan Health Services Inc. provides behavioral health and
radiology benefit services to health plans, corporations and
government agencies.  For the fiscal year ended December 31, 2005,
the company generated over $1.8 billion in revenues.


MANITOWOC CO: Moody's Holds Corporate Family Rating at Ba3
----------------------------------------------------------
Moody's Investors Service affirmed the debt ratings of The
Manitowoc Company, Inc. -- Corporate Family Rating at Ba3, Senior
Unsecured Notes at B1, and Senior Subordinate Notes at B2.  The
outlook is changed to positive from stable.

Moody's said that the rating action is prompted by the redemption
of the ?175 million Senior Subordinate Notes due 2011, which
represented about 40% of the company's FYE05 debt.

In conjunction with strong operating performance, the reduction in
debt is expected to result in improvement in credit metrics.  The
Ba3 corporate family rating also reflects Manitowoc's solidly
competitive position in all its businesses including its crane
segment, the company's largest, and the continued growth of other
business units.

This improvement in credit metrics has been driven by the success
of the strong North American economy, the ongoing robust non-
residential construction market, and the continuous reduction in
debt.  These strengths, however, are balanced against the ongoing
cyclicality of the construction market.

The positive outlook reflects Moody's expectations that
Manitowoc's debt protection measures will continue to improve as a
result of the strong demand in the non-residential construction
market, the main driver of the crane business, and the prudent
financial policies being embraced by management.

The key risk that Manitowoc will continue to face is the
cyclicality in the construction market.  Nevertheless, Manitowoc
should be able to weather future cyclical downturns much better
than in the past due to its diversification into other business
segments, expanding product offerings, an improving balance sheet,
and a commitment to maintain ample liquidity.

The Manitowoc Company, Inc., based in Manitowoc, Wisconsin, is a
diversified industrial manufacturer and provider of support
services in three principal business segments -- Cranes and
Related Products, Foodservice Equipment, and Marine Operations.


MOLECULAR DIAGNOSTICS: Hires Amper Politziner as New Auditors
-------------------------------------------------------------
Molecular Diagnostics, Inc., engaged Amper, Politziner & Mattia,
P.C., to act as its registered public accounting firm on
May 15, 2006.  Amper Politziner replaces Altschuler, Melvoin and
Glasser LLP, which resigned on May 10, 2006.

The Company disclosed in a Securities and Exchange Commission
filing that there have been no disagreements with Altschuler
Melvoin in connection with the firm's audits of the Company's
financial statements for the two most recent fiscal years and
through May 10, 2006.

Amper Politziner -- http://www.amper.com/-- is a regional firm of  
Certified Public Accountants and Consultants with offices
throughout the New Jersey and New York areas.  The firm has a
total staff of about 375.

Molecular Diagnostics, Inc. -- http://www.molecular-dx.com/--   
formerly Ampersand Medical Corporation, is a biomolecular
diagnostics company focused on the design, development and
commercialization of cost-effective screening systems to assist in
the early detection of cancer.  MDI has currently curtailed its
operations focused on the design, development and marketing of its
InPath(TM) System and related image analysis systems, and expects
to resume such operations only when additional capital has been
obtained by the Company.  The InPath System and related products
are intended to detect cancer and cancer-related diseases, and may
be used in a laboratory, clinic or doctor's office.

As of Dec. 31, 2005, Molecular Diagnostics' balance sheet showed a
$10,049,000, equity deficit, compared to a $12,123,000 equity
deficit at Dec. 31, 2004.


MORTGAGE ASSISTANCE: Sutton Robinson Raises Going Concern Doubt
---------------------------------------------------------------
Sutton Robinson Freeman & Co., P.C., in Tulsa, Oklahoma, raised
substantial doubt about Mortgage Assistance Center Corporation'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 and stockholders'
deficiencies.

The Company reported a $1,508,073 net loss on $678,824 of total
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $1,462,918 in
total assets and $2,682,442 in total liabilities, resulting in a
$1,219,524 stockholders' deficit.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $995,173 in total current assets available to pay $1,911,659
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?9b2

Mortgage Assistance Center Corporation, fka Safe Alternatives
Corporation of America, Inc., buys, sells and manages distressed
real estate and non-performing mortgages secured by real estate in
the secondary market in the United States through its subsidiary,
Mortgage Assistance Corporation.  MAC purchases non
performing, charged-off, sub-prime first and second lien
mortgages.  Those mortgages are secured by real estate, and are
typically 90 days to two years past due at the time MAC buys them.
Those mortgages are purchased in pools or portfolios of assets
from lending institutions and usually at discounts to the
outstanding principal balance.


OCA INC: Taps Spencer Stuart as Executive Search Consultants
------------------------------------------------------------
OCA, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Eastern District of Louisiana for permission to employ
Spencer Stuart as their executive search consultants.  Spencer
Stuart will assist the Debtors, on an exclusive basis, in
recruiting a new senior executive officer.

The Firm will be paid a professional fee equal to one-third of its
recruit's projected first year's total cash compensation,
including any potential first year bonus.  In addition, the Firm
will receive a $200,000 retainer to be applied towards the
professional fee in four monthly installments.  Each installment
will include a $5,000 overhead fee to cover the average cost, on a
typical assignment, of office telephone, postage, computer
communication, reprographics and contracted research.

The Debtors assure the Court that Spencer Stuart does not hold any
interest adverse to the Debtors' estates.

                       About Spencer Stuart

Spencer Stuart is a global executive search firm that identifies,
interviews and evaluates potential executive and board candidates
for corporations seeking to hire such candidates.  Spencer Stuart
has nearly 50 years of industry experience and employs nearly 300
consultants and operates a cohesive network of more than 50
offices in 25 countries. Spencer Stuart has developed an
international network of professionals experienced in both local
and multi-national businesses, conducting more than 4,000
executive searches annually.

                           About OCA

Based in Metairie, Louisiana, OCA, Inc. -- http://www.ocai.com/
-- provides a full range of operational, purchasing, financial,
marketing, administrative and other business services, as well as
capital and proprietary information systems to approximately 200
orthodontic and dental practices representing approximately almost
400 offices.  The Company's client practices provide treatment to
patients throughout the United States and in Japan, Mexico, Spain,
Brazil and Puerto Rico.

The Company and its debtor-affiliates filed for Chapter 11
protection on March 14, 2006 (Bankr. E.D. La. Case No. 06-10179).
William H. Patrick, III, Esq., at Heller Draper Hayden Patrick &
Horn, LLC, represents the Debtors.  Patrick S. Garrity, Esq., and
William E. Steffes, Esq., at Steffes Vingiello & McKenzie LLC
represent the Official Committee of Unsecured Creditors.  When the
Debtors filed for protection from their creditors, they listed
$545,220,000 in total assets and $196,337,000 in total debts.


PANTRY INC: Earns $9 Million in Three Months Ended March 31
-----------------------------------------------------------
The Pantry, Inc., filed its financial statements for the quarter
ended March 30, 2006, with the Securities and Exchange Commission
on May 9, 2006.

The Company reported a $9,196,000 of net income on $1,315,746,000   
of revenues for the three months ended March 30, 2006.

At March 30, 2006, the Company's balance sheet showed
$1,472,960,000 in total assets and $1,184,962,000 in total
liabilities resulting in a stockholders' equity of $287,998,000.

A full-text copy of the Company's financial statements for the
quarter ended March 30, 2006, is available at no charge at:

               http://ResearchArchives.com/t/s?9a7

Headquartered in Sanford, North Carolina, The Pantry, Inc. --
http://www.thepantry.com/-- is the leading independently operated  
convenience store chain in the southeastern United States and one
of the largest independently operated convenience store chains in
the country, with net sales for fiscal 2005 of approximately $4.4
billion.  As of Sept. 29, 2005, the Company operated 1,400 stores
in eleven states under a number of banners including Kangaroo
Express(SM), Golden Gallon(R), and Cowboys(SM).  The Pantry's
stores offer a broad selection of merchandise, as well as gasoline
and other ancillary services designed to appeal to the convenience
needs of its customers.

As reported in the Troubled Company Reporter on May 16, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on The Pantry Inc. to 'BB-' from 'B+'.  At the same time,
the bank loan rating was raised to 'BB' from 'BB-', with the
recovery rating unchanged at '1', indicating expectations for full
recovery of principal in the event of a default.  The subordinated
debt rating was also raised to 'B' from 'B-'.  The outlook is
stable.


PERFORMANCE TRANSPORTATION: Timothy Skillman to Serve as CRO
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
authorized Performance Transportation Services, Inc., and its
debtor-affiliates to appoint Timothy Skillman of Alvarez & Marsal,
LLC, as their chief restructuring officer pursuant to the terms of
the postpetition engagement letter dated March 13, 2006.

As reported in the Troubled Company Reporter on April 26, 2006,
the Debtors are required to retain a chief restructuring officer
under the terms of their DIP financing agreement with Credit
Suisse, Cayman Islands Branch.

The Debtors' Board of Directors decided to retain Mr. Skillman as
CRO. Under the terms of a postpetition engagement letter between
the Debtors and Alvarez & Marsal dated March 13, 2006, the CRO
will:

   a. work with the Debtors' management to perform a financial
      review of the Debtors, including a review and assessment of
      financial information that has been, and will be, provided
      to the creditors;

   b. undertake an analysis of the Debtors' major customer
      contracts and collective bargaining agreements, and, if
      necessary, have primary responsibility for negotiating any
      modifications and resulting managing disputes;

   c. assist the Debtors' management with the development of
      possible restructuring plans or strategic alternatives for
      maximizing the enterprise value of the Debtors' business    
      lines;

   d. work with the Debtors' management to assess operations
      and explore potential for implementing operational
      improvements;

   e. assist the Debtors with their efforts to reduce liabilities
      relating to workers' compensation insurance; and

   f. provide other services as requested by the respective
      boards of directors of the Debtors and agreed to by the
      CRO.

The Debtors agreed to pay Alvarez a $90,000 flat monthly fee for
the services provided by the CRO and the Additional Officers.  In
addition, Alvarez will seek reimbursement for reasonable and
necessary expenses incurred in connection with the Debtors'
Chapter 11 cases.

Mr. Skillman, a managing director at Alvarez, specializes in
developing and implementing turnaround strategies for retailers
and manufacturing, distribution and financial services companies.

                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: GECC Seeks Decision on Five Leases
--------------------------------------------------------------
Debtor Hadley Auto Transport rents equipment from General Electric
Capital Corporation pursuant to five lease agreements.

Pursuant to Section 365(d)(10) of the Bankruptcy Code, the Debtor
is obligated to pay GECC the rental under the leases beginning no
later than 60 days after the Petition Date, Frank Peretore, Esq.,
at Peretore & Peretore P.C., notes.

Since it has been more than 60 days since the Petition Date and
the Debtor has failed to make the monthly rental payments, GECC
says the Debtor is in default.

In view of the Bankruptcy Code's automatic stay provision, GECC
is stayed from commencing or continuing any proceeding against
the Debtor to collect its rent or recover the equipment.

GECC is unable to determine whether the Debtor will voluntarily
abandon the leased property.  As long as the Debtor does not seek
the Court's permission to accept or reject the Leases, GECC will
be irreparably harmed, Mr. Peretore asserts.  GECC believes the
Debtor is using the equipment thus, depreciating the property's
value.

GECC asks the U.S. Bankruptcy Court for the Western District of
New York to compel the Debtor to either:

   a. assume the Leases, cure the default and pay the rental for
      the use of the equipment, plus counsel fees, taxes and late
      charges; or

   b. reject the Leases and surrender the possession of the
      equipment to GECC's possession.

Alternatively, GECC asks the Court to lift the automatic stay to
collect the Debtor's lease payments or recover the property.

                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)


PLIANT: Files Exit Financing Committee Letter & Plan Supplements
----------------------------------------------------------------
Pliant Corporation and its debtor-affiliates delivered to the
U.S. Bankruptcy Court for the District of Delaware supplemental
documents relating to their Second Amended Joint Plan of
Reorganization:

A. The Exit Financing Commitment Letter

    On May 19, 2006, the Debtors and Merill Lynch Commercial
    Finance Corporation entered into a commitment letter for the
    establishment of a $200,000,000 credit facility consisting of:

       (a) a Working Capital Revolving Credit Facility; and
       (b) a Foreign Fixed Asset Revolving Credit Facility.

    The proceeds of the Revolving Credit Facilities will be used
    by the Debtors to:

       -- refinance the existing prepetition $140,000,000 Amended
          and Restated Credit Facility and the $200,000,000 DIP
          Credit Facility;

       -- pay related transaction costs, fees and expenses;

       -- provide working capital;

       -- make intercompany investments in the form of loans and
          distributions; and

       -- for other general corporate purposes.

    Merrill Lynch has agreed to provide for the entire amount of
    the Revolving Credit Facilities.  Merrill Lynch will act as
    Working Capital Agent and lender under the Working Capital
    Facility, and Fixed Asset Agent and lender under the Fixed
    Asset Facility.

    Merrill Lynch reserves the right to syndicate all or a
    portion of its commitments to one to three other financial
    institutions reasonably acceptable to the Debtors.  Merrill
    Lynch will manage all aspects of the syndication of the
    Revolving Credit Facilities in consultation with the Debtors.
    Merrill Lynch will act as sole arranger and book manager in
    the event of a syndication on the Revolving Credit Facilities.

    The Debtors will indemnify Merrill Lynch, each Lender and
    their representatives from and against all claims, damages,
    losses, liabilities and expenses that may incurred by or
    asserted or awarded against any Indemnified Person.

    The Debtors will reimburse Merrill Lynch for all reasonable
    out-of-pocket costs and expenses it incurs in connection with
    the Revolving Credit Facilities.  The Debtors will, however,
    not be required to pay costs and expenses in excess of the
    expense deposit they previously provided to Merrill Lynch
    without court approval.

    Merrill Lynch's commitment will terminate on the earlier of:

       (i) the date the Operative Documents become effective; and

      (ii) July 31, 2006.

    A full-text copy of the Summary of the Terms and Conditions of
    the Secured Working Capital Facility is available for free at:

               http://ResearchArchives.com/t/s?9d2

    A full-text copy of the Summary of the Terms and Conditions of
    the Secured Fixed Asset Credit Facility is available for free
    at http://ResearchArchives.com/t/s?9d3

B. A list of the Reorganized Debtors' Directors and Officers

    The new directors of the New Pliant will be:

       1. Harold C. Bevis,
       2. John D. Bowlin,
       3. Eugene I. Davis,
       4. David G. Elkins,
       5. Edward A. Lapekas,
       6. Stephen McKenna, and
       7. Timothy J. Walsh.

C. The Amended Employment Agreement between the Debtors and
    Harold Bevis

    The Debtors and Harold Bevis entered into an employment
    agreement dated January 1, 2005, which provides for the
    continued employment of Mr. Bevis as the Debtors' president
    and chief executive officer.

    Mr. Bevis will be responsible for the management and direction
    of the Debtors' businesses on a day-to-day basis and other
    duties as the Board of Directors will assign to him from time
    to time.  All operations and staff personnel will report
    directly to Mr. Bevis or through one or more officers
    designated by Mr. Bevis.  Mr. Bevis will report directly and
    exclusively to the Board.

    Under the Employment Agreement, Mr. Bevis will be entitled to:

       1. a base salary of $650,000 per annum;
       2. participate in all bonus and incentive plans;
       3. participate in all savings and retirement plans;
       4. participate in all welfare and insurance benefit plans;
       5. fringe benefits;
       6. an office with furnishings and other appointments;
       7. secretarial and other assistance;
       8. four weeks of paid vacation annually; and
       9. a cash incentive bonus for each calendar year ending.

    Mr. Bevis' employment will terminate upon the earliest to
    occur of:

       (i) January 1, 2008;
      (ii) the effective date of his resignation;
     (iii) his death or disability;
      (iv) his retirement; or
       (v) the effective date of a termination of his employment.

    If Mr. Bevis' appointment is terminated without cause or if he
    resigns for a good reason, Mr. Bevis will receive:

       1. a lump sum payment of the unpaid portion of the Base
          Salary, computed on a pro rata basis to the Termination
          Date, payable on the next payroll date;

       2. the monthly portion of the Base Salary, payable each
          month for the period beginning on the Termination Date
          and ending on the second anniversary of the Termination
          Date;

       3. an amount equal to the Bonus Compensation that was paid
          or is payable for the year preceding the calendar year
          in which the Termination Date occurs, multiplied by a
          fraction, the numerator of which is the number of days
          of the then-current calendar year that elapse before the
          Termination Date, and the denominator of which is 365.

       4. a lump sum reimbursement for any expenses payable on the
          next payroll date following the date on which the
          reimbursement expense request is submitted to the
          Debtors; and

       5. continued participation in the Debtors' comprehensive
          medical and dental plan for the period beginning on the
          Termination Date and ending on the second anniversary of
          the Termination Date.

A copy of Harold Bevis' Employment Agreement is available for free
at http://ResearchArchives.com/t/s?9d4

                           About Pliant

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  James F. Conlan, Esq.,
at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, represent the
Debtors in their restructuring efforts.  The Debtors tapped
McMillan Binch Mendelsohn LLP, as their Canadian bankruptcy
counsel.   The Ontario Superior Court of Justice named RSM
Richter, Inc., as the Debtors' information officer in their
restructuring proceeding under Companies Creditors Arrangement Act
in Canada.  Kenneth A. Rosen, Esq., at Lowenstein Sandler, P.C.,
serves as counsel to the Official Committee of Unsecured
Creditors.  Don A. Beskrone, Esq., at Ashby & Geddes, P.A., is
local counsel to the Creditors' Committee.  As of Sept. 30, 2005,
the company had $604,275,000 in total assets and $1,197,438,000 in
total debts.


PRG-SCHULTZ: March 31 Balance Sheet Upside-Down by $101.7 Million
-----------------------------------------------------------------
PRG-Schultz International, Inc., submitted its Form 10-Q for the
quarter ended Mar. 31, 2006, with the U.S. Securities and Exchange
Commission.

The Company reported a net loss of $10,294,000 on $65,538,000 of
revenues for the quarter ended March 31, 2006, compared to a net
loss of $4,896,000 on $75,147,000 of revenues for the quarter
ended March 31, 2005.

At March 31, the Company's balance sheet showed total assets of
$159,141,000 and total liabilities of $245,891,000, resulting in a
$101,737,000 shareholders' deficit.  The Company's balance sheet
also showed strained liquidity with current assets totaling
$101,467,000 and current liabilities totaling $104,855,000.

                 Exchange of Convertible Notes

On Mar. 17, 2006, the Company completed an exchange offer for its
$125 million of 4.75% Convertible Subordinated Notes due 2006.  
As a result of the exchange offer, virtually all of the
outstanding convertible notes were exchanged for:

    (a) $51.6 million in principal amount of 11.0% Senior Notes
        Due 2011,

    (b) $59.8 million in principal amount of 10.0% Senior
        Convertible Notes Due 2011, and

    (c) 124,530 shares, or $14.9 million liquidation preference,
        of 9.0% Senior Series A Convertible Participating
        Preferred Stock.

                    New Senior Indebtedness

On Dec. 23, 2005, the Company entered into a Credit Agreement,
Security Agreement and Pledge Agreement with Petrus Securities
L.P. and Parkcentral Global Hub Limited and Blum Strategic
Partners II GmbH & Co. K.G. and Blum Strategic Partners II, L.P.
These agreements evidence a term loan to PRG-Schultz USA Inc., a
wholly owned subsidiary of the Company, in an aggregate principal
amount of $10 million.  This loan was repaid upon closing of the
new senior credit facility on March 17, 2006.

As a part of its financial restructuring, the Company entered into
a new senior secured credit facility with Ableco LLC and The
CIT/Group/Business Credit, Inc., a portion of which is being
syndicated to the Company's prior bridge financing lenders, the
Petrus Entities and the Blum Entities.  The new credit facility
includes:

    (1) a $25 million term loan, and

    (2) a revolving credit facility that provides for revolving
        loan borrowings of up to $20 million.

No borrowings are currently outstanding under the revolving credit
facility.

                     About PRG-Schultz

Headquartered in Atlanta, Georgia, PRG-Schultz International, Inc.
-- http://www.prgx.com/-- is the world's leading recovery audit  
firm, providing clients throughout the world with insightful value
to optimize and expertly manage their business transactions.  
Using proprietary software and expert audit methodologies, PRG-
Schultz industry specialists review client purchases and payment
information to identify and recover overpayments.


RAMP SERIES: DBRS Places Low-B Rating on $6.8 Million NIM Notes.
----------------------------------------------------------------
Dominion Bond Rating Service assigned new ratings of A (low), BBB
(low), BB, and BB (low) to these NIM Notes, Series 2006-RS3,
issued by Soundview CI-13.

   * $17.5 million, NIM Notes, Series 2006-RS3, Class N1
     New Rating A (low)
   * $3.9 million, NIM Notes, Series 2006-RS3, Class N2
     New Rating BBB (low)
   * $1.9 million, NIM Notes, Series 2006-RS3, Class N3
     New Rating BB
   * $1.0 million, NIM Notes, Series 2006-RS3, Class N4
     New Rating BB (low)

The NIM Notes are backed by a 100% interest in the Class SB
Certificates issued by RAMP Series 2006-RS3 Trust.  The Class SB
Certificates will be entitled to all excess interest and
prepayment premiums or charges received from the underlying
mortgage loans.  The NIM Notes will also be entitled to the
benefits of an underlying swap with HSBC Bank USA, National
Association.

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 distributed
sequentially to the holders of Class N1 through N4 Notes 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 originated or
acquired by various originators, including First National Bank of
Nevada and SunTrust Mortgage, Inc.


RESIDENTIAL ASSET: Fitch Holds Low-B Rating on Four Cert. Classes
-----------------------------------------------------------------
Fitch Ratings took rating actions on these Residential Asset
Mortgage Products, Inc. issues:

  RAMP Series 2002-RM1 Group 1:

    -- Classes A-I-1 to A-I-3, AP-1, AV-1 affirmed at 'AAA'
    -- Class M-I-1 affirmed at 'AAA'
    -- Class M-I-2 upgraded to 'AA+' from 'AA'
    -- Class M-I-3 upgraded to 'A+' from 'A'
    -- Class B-I-1 upgraded to 'A-' from 'BBB'
    -- Class B-I-2 upgraded to 'BB', from 'B+'


  RAMP Series 2002-RM1 Group 2:

    -- Classes A-II, AP-II, AV-II affirmed at 'AAA'
    -- Class M-II-1 affirmed at 'AAA'
    -- Class M-II-2 upgraded to 'AA+' from 'AA'
    -- Class M-II-3 upgraded to 'A+' from 'A'
    -- Class B-II-1 upgraded to 'BBB-' from 'BB+'
    -- Class B-II-2 upgraded to 'B+' from 'B'


  RAMP Series 2003-RM1:

    -- Classes A-2 to A-8, A-8A, A-P, A-V affirmed at 'AAA'
    -- Class M-1 affirmed at 'AA+'
    -- Class M-2 affirmed at 'AA'
    -- Class M-3 affirmed at 'A'
    -- Class B-1 affirmed at 'BB+'
    -- Class B-2 affirmed at 'B+'


  RAMP Series 2003-RM2 Groups 1 & 2:

    -- Classes A-I-1 to A-I-6, AP-I, AV-I, A-II, AP-II, AV-II
       affirmed at 'AAA'

    -- Class M-1 affirmed at 'AA'

    -- Class M-2 affirmed at 'A'

    -- Class M-3 affirmed at 'BBB'

    -- Class B-1 affirmed at 'BB'

    -- Class B-2 affirmed at 'B'


  RAMP Series 2003-RM2 Group 3:

    -- Classes A-III, AP-III, AV-III affirmed at 'AAA'
    -- Class M-III-1 upgraded to 'AAA' from 'AA+'
    -- Class M-III-2 upgraded to 'AA+' from 'A+'
    -- Class M-III-3 upgraded to 'AA-' from 'A-'
    -- Class B-III-1 upgraded to 'A' from 'BBB'
    -- Class B-III-2 upgraded to 'BBB' from 'B+'

The upgrades reflect an improvement in the relationship of credit
enhancement to future loss expectations and affect about $10
million of outstanding certificates, as of the April 25, 2006
distribution date.  The affirmations reflect satisfactory CE
relationships to future loss expectations and affect about $355
million of outstanding certificates.

The collateral in the 2002-RM1 and 2003-RM2 transactions consists
of 15- and 30-year fixed-rate mortgage loans secured by first
liens on one- to four-family residential properties.  The
collateral in the 2003-RM1 transaction consists of 30-year fixed-
rate mortgage loans secured by first liens on one- to four-family
residential properties.  Residential Funding Corporation (rated
'RMS1', Rating Watch Evolving by Fitch), is the master servicer
for these loans.

As of the April 25, 2006 distribution date, the transactions were
seasoned from a range of 35 to 40 months and the pool factors
(current principal balance as a percentage of original balance)
ranged from 18% to 45%.  The upgraded classes benefit from CE (in
the form of subordination) three to four times the original
levels.


RIVERSTONE NETWORKS: Wants Until August 7 to File Civil Actions
---------------------------------------------------------------
Riverstone Networks, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend until
Aug. 7, 2006, the period within which they can remove prepetition
civil actions pending in various state and federal courts.

The Debtors tell the Court that they were unable to evaluate the
need to remove any of their pending prepetition civil actions
because they have been:

    -- focused on the solicitation and consummation of the sale of
       their business to Lucent Technologies;  

    -- preparing their schedules of assets and liabilities and
       statements of financial affairs; and

    -- working with the Committees to formulate a plan and
       disclosure statement.

The extension, the Debtors say, will give them more time to make
fully informed decisions concerning removal of each pending
prepetition civil action.  This will also assure that they don't
forfeit valuable rights under Section 1452 of the Bankruptcy Code.

Based in Santa Clara, California, Riverstone Networks, Inc. --
http://www.riverstonenet.com/-- provides carrier Ethernet  
infrastructure solutions for business and residential
communications services.  The company and four of its affiliates
filed for chapter 11 protection on Feb. 7, 2006 (Bankr. D. Del.
Case Nos. 06-10110 through 06-10114).  Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP,
represent the Debtors.  Jeffrey S. Sabin, Esq., at Schulte Roth &
Zabel LLP represents the Official Committee of Unsecured
Creditors.  As of Dec. 24, 2005, the Debtors reported assets
totaling $98,341,134 and debts totaling $130,071,947.


ROBERT INGRAHAM: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Robert Ingraham Homes, Inc.
        P.O. Box 667970
        Charlotte, North Carolina 28266-7970

Bankruptcy Case No.: 06-30790

Type of Business: The Debtor is a project contractor specializing
                  in building single-family houses.

Chapter 11 Petition Date: May 23, 2006

Court: Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: James H. Henderson, Esq.
                  James H. Henderson, P.C.
                  1201 Harding Place
                  Charlotte, North Carolina 28204-2248
                  Tel: (704) 333-3444
                  Fax: (704) 333-5003

Total Assets: $3,222,220

Total Debts:  $5,490,758

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Regions Bank                     Line of Credit        $250,000
Department 2521
P.O. Box 2153
Birmingham, AL 35287-2521

Wachovia Prime Equity Line       Line of Credit        $210,000
P.O. Box 96074
Charlotte, NC 28296-0074

BB&T Preferred Line              Line of Credit        $200,000
P.O. Box 580002
Charlotte, NC 28258-0002

American Express                 Credit Card            $78,089

Horack Talley Pharr and          Legal Services         $50,587
Lowndes P.A.

Masco/Gale Insulation            Trade Debt             $36,703

Boral Bricks                     Trade Debt             $31,551

Wayne W. Ledbetter               Trade Debt             $26,003
dba Turn Key Drywall

Queen City TV & Appliance        Trade Debt             $24,508

Birmingham Hardwood Floors       Trade Debt             $24,002

American Burglar Alarm Inc.      Trade Debt             $20,919

L&L Carpet Discount Center       Real Estate            $19,872

BB&T                             Credit Card            $19,547

Wachovia Platinum Plus           Credit Card            $19,087
For Business

Standard Residential Insulation  Trade Debt             $17,747

Bank of America                  Credit Card            $15,779

Max Brooks Construction          Supplies               $14,334

Southeastern Materials           Trade Debt             $14,000

Hood Hargett & Associates                               $13,968

Miller-Sanders, Inc.             Collection             $13,710


ROTECH HEALTHCARE: Incurs $2.9 Million Net Loss in First Quarter
----------------------------------------------------------------
Rotech Healthcare Inc. generated net revenues for the quarter
ended March 31, 2006 of $132.5 million versus net revenues of
$123.3 million for the quarter ended March 31, 2005.  The Company
reported a net loss of $2.9 million for the quarter ended March
31, 2006 as compared to a net loss of $3 million for the quarter
ended March 31, 2005.

The financial results for the current year were negatively
impacted by Medicare reimbursement reductions for respiratory
medications, specifically, from reductions to nebulizer medication
dispensing fees and certain nebulizer medications such as
compounded budesonide.  The combined effect of these two items for
the quarter was a reduction of recorded revenues of approximately
$11.25 million.

Respiratory therapy equipment and services revenues represented
87.8% of total revenue for the quarter ended March 31, 2006 versus
88.3% for the quarter ended March 31, 2005.  Durable medical
equipment revenues represented 11.2% of total revenue for the
quarter ended March 31, 2006, versus 10.7% for the same period
last year.

EBITDA was $20.2 million for the quarter ended March 31, 2006 as
compared to $19.9 million for the quarter ended March 31, 2005.  

Philip L. Carter, president and chief executive officer,
commented, "The Company reported solid growth numbers related to
patients in both oxygen and nebulizer medications, growing the
patient base by 4% over the fourth quarter of 2005, and 14% over
the first quarter of 2005.  Nebulizer medication revenue was
affected by the potential compounded budesonide rate decreases by
approximately $7.5 million in the first quarter of 2006."

As of March 31, 2006, the Company is not in compliance with the
fixed charge ratio in its credit agreement.  The Company is
currently negotiating with its lenders to obtain a waiver or
amendment to the credit agreement and anticipates obtaining such
an amendment or waiver.  If it does not, the non-compliance will
become a technical default when the Company files its Form 10-Q
for the first quarter.

As of May 2, 2006, under its revolving credit facility, the
Company had $19.0 million outstanding, $12.7 million committed
under letters of credit and $43.3 million available.  
Additionally, as of May 2, 2006, the Company had $42.1 million
outstanding under its term loan facilities.

                      About Rotech Healthcare

Rotech Healthcare, Inc., (NASDAQ:ROHI) is a provider of home
respiratory care and durable medical equipment and services to
patients with breathing disorders such as chronic obstructive
pulmonary diseases.  The Company provides its equipment and
services in 48 states through approximately 485 operating centers,
located principally in non-urban markets.  The Company's local
operating centers ensure that patients receive individualized
care, while its nationwide coverage allows the Company to benefit
from significant operating efficiencies.

                         *     *     *

As reported in the Troubled Company Reporter on May 28, 2006,
Moody's Investors Service affirmed Rotech Healthcare's credit
ratings:

   * $75 Million Revolving Credit Facility, due 2007, rated Ba3
   * $42 million Senior Term Loan, due 2008, rated Ba3
   * $300 million face amount Senior Subordinated Notes,
     due 2012, rated B3
   * Corporate Family Rating, rated B2

Moody's changed the ratings outlook to negative from stable.


SAINT VINCENTS: Proposes Bidding Procedures for St. Mary's Sale
---------------------------------------------------------------
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 establish uniform bidding procedures,
which will govern the submission of bids relating to the sale of
St. Mary's Hospital Complex.

As reported in the Troubled Company Reporter on May 24, 2006, the
Debtors are seeking to sell St. Mary's Hospital 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.

                       Bidding Procedures

To participate in the bidding process, a Qualified Bidder must
first deliver to the Debtors:

    (a) an executed confidentiality agreement; and

    (b) a written non-binding expression of interest and,
        thereafter, a Qualified Bid.

A Qualified Bid must:

    (a) be on the same terms and conditions as those in the
        Purchase Agreement, and must include an agreement
        substantially similar to the Purchase Agreement;

    (b) include a purchase price that is greater than $17,525,000
        in cash;

    (c) be accompanied by a deposit, by bank or certified check,
        or by wire transfer, in an amount equal to at least
        $500,000; and

    (d) provide for a Supplemental Downpayment in an amount equal
        to at least $1,200,000.

All bids for the St. Mary's Premises must be received by June 16,
2006.

To maximize the value they will receive for the St. Mary's
Premises, the Debtors propose to hold an Auction at 10:00 a.m.
New York Time on June 22, 2006.

The Auction will be held if one or more Qualified Bids is
received pursuant to the Bidding Procedures before the Bid
Deadline.

In evaluating competing bids, the Debtors intend to consider,
among others and without limitation:

    (a) the amount and type of consideration offered;

    (b) the changes to the Purchase Agreement required by the
        competing bid;

    (c) the bidder's ability to finance and timely consummate the
        transaction contemplated by the bid; and

    (d) the bidder's ability to use the St. Mary's Premises in a
        manner consistent with the Debtors' mission.

The Debtors propose to publish the Notice of Auction and Sale
Hearing once in The Wall Street Journal (National Edition).

                      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: Files Statement of Reclamation Claims
-----------------------------------------------------
In accordance with the U.S. Bankruptcy Court for the Southern
District of New York's Reclamation Procedures Order, Saint
Vincents Catholic Medical Centers of New York and its debtor-
affiliates filed a statement summarizing all reclamation claims
asserted against them.

The Debtors have concluded that as of March 28, 2006, $474,043 of
the 14 Reclamation Claims recorded are valid and entitled to
relief pursuant to Section 546(c) of the Bankruptcy Code:

                                       Valid Claim Amount
                                       ------------------
                                    As of    As of     As of
   Claimant           Claim Date   10/11/05  10/21/05  03/28/06
   --------           ----------   --------  --------  --------
   Aramark             07/11/05           -         -         -
   US Food Service     07/07/05           -         -         -
   Source One          07/06/05     $15,335   $15,335   $15,335
   Smith and Nephew    07/08/05       5,546     5,546     5,546
   Abbott              07/07/05       9,467     9,467     9,467
   Medtronic           07/13/05           -         -    37,440
   Johnson & Johnson   07/06/05      14,318    14,318    14,318
   Cardinal            07/11/05     187,243   187,243   266,738
   Caligor             07/07/05      14,261    14,261    14,261
   Corporate Express   07/12/05      42,974    42,974    42,974
   Bayer Healthcare    07/07/05      32,383    32,383    32,383
   Fisher Scientific   07/11/05       6,282     6,282     6,282
   AFI Food Service    07/15/05       5,082     5,082     5,082
   Mallinckrodt        07/06/05           -    32,619    24,218
                                   --------  --------  --------
   TOTAL                           $332,891  $365,510  $474,044
                                   ========  ========  ========

Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, in New York,
Oswald notes that the balance of the Reclamation Claims are
currently disputed either in whole or in part, and are under
further review by the Debtors pending receipt of documentation and
other information substantiating the Reclamation Claims from the
relevant claimants.

The Debtors and other parties-in-interest reserve their rights to
contest, at a later date, the extent, validity, and enforceability
of any Reclamation Claim allowed by the Bankruptcy Court as
administrative expenses pursuant to Section 503(b) of the
Bankruptcy Code.

                       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. 25;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENTS: Intends to Pay $425,000 Break-Up Fee to NAL        
-----------------------------------------------------------
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 allow the payment of a break-up fee to NAL
of N.Y. Corp., if NAL isn't the Successful Bidder for the St.
Mary's Hospital Complex.

As reported in the Troubled Company Reporter on May 24, 2006, the
Debtors are seeking to sell St. Mary's Hospital 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.

The Debtors propose to pay NAL a $425,000 break-up fee.  The
Debtors also propose to reimburse NAL of certain de minimis
expenses related to title examination and survey.

George A. Davis, Esq., at Weil, Gotshal & Manges LLP, in New
York, asserts that the Break-Up Fee is reasonable in relation to
the size of the proposed sale -- NAL proposes to buy St. Mary's
for $17,000,000 in case.  The Break-Up Fee constitutes 2.5% of
the total consideration to be provided to the Debtors under their
Purchase Agreement with NAL.

Mr. Davis adds that the Break-Up Fee is not so large as to have a
"chilling effect" on other prospective bidders' interest in the
St. Mary's Premises.

The Break-Up Fee constitutes actual and necessary costs and
expenses of preserving the Debtors' estates within the meaning of
Section 503(b) of the Bankruptcy Code, Mr. Davis says.  Thus, the
Break-Up Fee should be treated as an allowed administrative
expense claim under Sections 503(b) and 507(a)(1) of the
Bankruptcy Code.

                      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: Balks at NYH's Demands for Agreements Decision
--------------------------------------------------------------
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 deny New York Hyperbaric and Wound Care
Centers, LLC's request to compel them to:

   (a) assume or reject certain agreements pursuant to Section 365
       of the Bankruptcy Code; and

   (b) turn over funds held in trust for its benefit, pursuant to
       Section 541 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on May 9, 2006, NYH
entered into Management Services Agreements with the Debtors at
St. John's Queens Hospital dated November 2003, and at St.
Vincent's Hospital Staten Island dated November 2004.  The
Agreements each run for a term of three years, subject to
automatic renewal for additional one-year terms thereafter.

                          Debtors Object

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in Boston,
Massachusetts, contends that the only factor addressed by New
York Hyperbaric and Wound Care Centers, LLC, is the alleged damage
to the non-debtor party in the absence of a prompt assumption or
rejection of the Agreements.

Mr. Troop relates that the Debtors are in the process of deciding
what to do with St. John's Queens Hospital and St. Vincent's
Hospital Staten Island.  They may sell or close the Hospitals.

The Agreements may prove to be important assets for which the
Debtors may obtain value for the benefit of their creditors and
their reorganization efforts.  Alternatively, the Agreements may
prove to be unnecessary.  However, if the Debtors were to reject
the Agreements at this time, it could adversely impact the
marketing of their hospitals, resulting in a lower sale price, Mr.
Troop notes.

The Debtors have recently obtained Court approval to extend their
exclusive periods to file a plan and solicit acceptances for that
plan.  Therefore, the Debtors should be given the allotted time to
reorganize their assets without having to prematurely reject or
assume the Agreements, Mr. Troop contends.

Mr. Troop tells the Court that:

   (a) the Debtors have not requested NYH to install any
       additional chambers at either hospital, and NYH is under
       no obligation to install a chamber.  This potential
       capital commitment by NYH is completely hypothetical at
       this point in time, and any motion to compel assumption or
       rejection of the Agreements, to the extent it is based on
       this commitment, is premature;

   (b) the Debtors are not aware of any significant investment by
       NYH above its normal recurring expenses is currently
       required;

   (c) the Agreements can be terminated without cause upon prior
       written notice.  Thus, outside of bankruptcy, NYH could
       have been required to make long-term commitments and
       capital improvements with little or no protection from the
       Agreements being subsequently terminated.

There is no relationship between how much the Debtors were paid
and how much they owed to NYH under the Agreements, Mr. Troop
asserts.  Rather, the Agreements provided that NYH would receive a
"service fee" -- a sum certain for each hyperbaric procedure for
which the Debtors received payment.

The parties' negotiation for postpetition amendments to the
Agreements altered the payment terms, reducing the service fee
which NYH was to be paid for each reimbursed treatment from $625
to $500, in exchange for SVCMC making advance payments for the
period from July to December 2005, Mr. Troop tells the Court.

The Debtors are current on all of their postpetition obligations
to NYH under the Agreements and NYH does not contend otherwise.

                      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)


SAV-ON LTD: Court Approves $4.62-Million Asset Sale to R. Waghorne
------------------------------------------------------------------
The Honorable Harlin DeWayne Hale of the U.S. Bankruptcy Court for
the Northern District of Texas gave Sav-On, Ltd., permission to
sell substantially all of its assets to Richard C. Waghorne, one
of the debtor's limited partners and debtor-in-possession
financing providers, for $4,625,000.  

The sale, conducted pursuant to an April 21, 2006 Asset Purchase
Agreement, will include the Debtor's 37 stores.

Mr. Waghorne is the president of Sav-On GP.  Sav-On GP is the
Debtor's general partner.  Mr. Waghorne along with Phoenix
Partners Inc., provided the Debtor with $1 million in debtor-in-
possession financing.

Headquartered in Dallas, Texas, Sav-On, Ltd., operates 37 retail
and commercial stores that sell a wide range of standard office
supplies and products predominantly in small towns located in
Texas, New Mexico, Colorado, Oklahoma, Louisiana, Tennessee and
Alabama.  The Debtor filed for chapter 11 protection on Nov. 19,
2005 (Bankr. N.D. Tex. Case No. 05-86875).  Donald R. Rector,
Esq., at Glast Phillips & Murray, PC, represents the Debtor in its
restructuring efforts.  Bracewell & Giuliani LLP represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed $7,844,155 in total
assets and $14,971,386 in total debts.


SEALY MATTRESS: Moody's Ups Rating on $565 Mil. Term Loan to Ba3
----------------------------------------------------------------
Moody's Investors Service upgraded the debt ratings of Sealy
Mattress Company by one notch following the repayment of debt and
preferred stock held by its parent with a portion of the IPO
proceeds.  The outlook remains stable.

These ratings were upgraded by this action:

   * Senior secured $565 million Term Loan D due 2012
     to Ba3 from B1;

   * $125 million senior secured revolving credit facility
     due 2010 to Ba3 from B1;

   * $390 million senior subordinated notes due 2014
     to B2 from B3;

   * Corporate family rating to Ba3 from B1

The ratings upgrade reflects the company's improved financial
flexibility accorded by the IPO and the commensurate reduction of
debt.  The company completed its IPO in April 2006, raising
roughly $300 million of net proceeds, which went towards the
repayment of an aggregate $137 million of Sealy's subordinated
debt and preferred stock held by its parent as well as a $125
million special dividend.

The IPO proceeds went towards the repayment of an aggregate $140
million of subordinated debt and preferred stock held by its
parent as well as $ million of special dividend.  The upgrade also
reflects Moody's expectation that the industries strong growth
dynamics will continue and that Sealy will continue to delever
based on its strong operating and competitive position and strong
cash flow generating abilities.

Moody's expects management to sustain its strategic direction,
which is centered on premium priced segment, continuous new
product offering, cost and asset efficiency measures, and debt
reduction.

In addition to the leverage reduction and operating performance
improvements, the ratings upgrade and stable outlook considered
Sealy's strong cash flow generation, history of product
innovation, leading market position, and Moody's expectation of
continued strong demand offset, in part, by uncertainties in
consumer spending created by rising oil prices and the softening
in the housing market.

Sealy Mattress Company, a wholly-owned subsidiary of Sealy
Corporation, is headquartered in Trinity, North Carolina.  The
company is the world's largest bedding manufacturer which sells
mattresses and box springs under the Sealy, Sealy Posturepedic,
Stearns & Foster and Bassett brand names.  Net sales for the LTM
ended February 2006 approximated $1.5 billion.


SILICON GRAPHICS: Inks Restructuring Agreement with SGI Holders
---------------------------------------------------------------
On May 7, 2006, Silicon Graphics, Inc., entered into a
Restructuring Agreement, with certain holders of SGI's 6.50%
Senior Secured Convertible Notes due 2009 representing
approximately 47% of the outstanding principal amount of those
Notes.

The Restructuring Agreement requires the Supporting Noteholders to
vote in favor of and support a financial restructuring to be
effectuated through a chapter 11 plan of reorganization on the
terms and subject to certain conditions.  The material terms of
the financial restructuring are embodied in a term sheet.

The Restructuring Agreement may be terminated in the event that,
among other things:

    * the Court will not have entered an interim order approving
      SGI's debtor-in-possession financing on or before May 12,
      2006, and will not have entered a final order approving that
      financing within 30 days after the closing of the financing;

    * SGI's plan of reorganization will not have been filed with
      the Court within 30 days after SGI files its chapter 11
      cases, provided that that date may be extended an additional
      five days under certain circumstances;

    * SGI's disclosure statement is not approved by the Court on
      or before July 21, 2006;

    * SGI fails to obtain confirmation by the Court of its plan of
      reorganization on or before September 20, 2006;

    * SGI's plan of reorganization is modified to provide for
      terms that are materially adverse from the Plan Term Sheet;

    * SGI's plan of reorganization is confirmed by the Court on or
      before September 20, 2006, and is not effective within 30
      days thereafter;

    * SGI ceases to have the exclusive right to file or solicit
      acceptance of its plan of reorganization; or

    * an event of default will have occurred and be continuing
      under SGI's debtor-in-possession financing.

A full-text copy of the Restructuring Agreement is available for
free at http://researcharchives.com/t/s?9bb

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


SILICON GRAPHICS: Wants Adequate Assurance for Utility Companies
----------------------------------------------------------------
Silicon Graphics, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to:

     (a) determine that their Utility Providers have been provided
         with adequate assurance of payment within the meaning of
         Section 366;

     (b) approve their proposed Adequate Assurance and Adequate
         Assurance Procedures where Utility Providers may seek
         additional or different adequate assurance;

     (c) prohibit the Utility Providers from altering, refusing or
         discontinuing services on account of prepetition amounts
         outstanding or on account of any perceived inadequacy of
         the Debtors' proposed adequate assurance;

     (d) establish procedures for the Utility Providers to opt out
         of the proposed Adequate Assurance Procedures;

     (e) determine that they are not required to provide any
         additional adequate assurance beyond what they proposed;
         and

     (f) set a final hearing on their proposed adequate assurance.

Section 366(a) of the Bankruptcy Code prevents utility companies
from discontinuing, altering or refusing service to a debtor
during the first 20 days of a bankruptcy case.

However, 30 days from the Petition Date, a utility company has the
option of terminating its services, pursuant to Section 366(c)(2),
if a debtor has not furnished adequate assurance of payment.

The Debtors obtain electricity, natural gas, trash collection,
water, telephone services and other similar services from a number
of utility companies.  The Debtors estimate that their average
monthly obligations to the Utility Providers total $450,000.  The
Debtors have a very good payment history with the Utility
Companies, according to Gary T. Holtzer, Esq., at Weil, Gotshal &
Manges LLP, in New York.

The Debtors intend to pay all postpetition obligations owed to the
Utility Companies in a timely manner, Mr. Holtzer tells the Court.  
The Debtors expect that availability under their proposed
postpetition credit facility will be more than sufficient to pay
all obligations.

Mr. Holtzer points out that uninterrupted utility services are
essential to the Debtors' operations.  Any interruption in the
utility services, even for a brief period, could be damaging.
The impact on the Debtors' business operations, customer dealings,
revenue and profits would be extremely harmful and would
jeopardize the Debtors' restructuring efforts.

                   Adequate Assurance Procedures

The Debtors propose to provide a deposit equal to two weeks of
utility service to any Utility Provider who seeks a deposit in
writing provided that the requesting Utility Provider (i) does not
already hold a deposit equal to or greater than two weeks of
utility services, and (ii) is not currently paid in advance for
its services.

As a condition of requesting and accepting an Adequate Assurance
Deposit, the requesting Utility Provider will be deemed to have
stipulated that the Deposit comprises adequate assurance of future
payment within the meaning of Section 366, and will be considered
to have waived any right to seek additional adequate assurance
during the course of the Chapter 11 cases.

Any Utility Provider desiring an Adequate Assurance Deposit must
serve a request on:

     (1) Silicon Graphics, Inc.
         Attn: Barry Weinert, Esq.
         1500 Crittenden Lane
         Mountain View, California 94043

     (2) Weil, Gotshal & Manges LLP
         Attn: Gary T. Holtzer, Esq., and Shai Y. Waisman, Esq.
         767 Fifth Avenue
         New York, New York 10153

Adequate Assurance Requests must:

     (i) be made in writing;

    (ii) state the location for which utility services are
         provided;

   (iii) include a summary of the Debtors' payment history
         relevant to the affected accounts; and

    (iv) state why the Utility Provider believes the Proposed
         Adequate Assurance is not sufficient.

The parties will have at most a month to resolve that request.
If the parties can't reach an agreement, the Debtors can seek a
Court hearing.

Pending resolution of any Determination Hearing, that Utility
Provider will be restrained from discontinuing, altering, or
refusing service to the Debtors on account of unpaid charges for
prepetition services or on account of any objections to the
Proposed Adequate Assurance.

Any Utility Provider who objects to the Adequate Assurance
Procedures must file an objection.

All Utility Providers who do not timely file a Procedure
Objection are deemed to consent to the Adequate Assurance
Procedures.

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


SILICON GRAPHICS: Seeks Court's Nod to Reject 3 Unexpired Leases
----------------------------------------------------------------
Silicon Graphics, Inc., and its debtor-affiliates have identified
three unexpired non-residential real property leases and their
subleases that are no longer integral to their ongoing business
operations.  Gary T. Holtzer, Esq., at Weil, Gotshal & Manges LLP,
in New York, tells the U.S. Bankruptcy Court for the Southern
District of New York that the leases present burdensome contingent
liabilities, are unprofitable, and are unnecessary for the
Debtors' restructuring efforts.

The Debtors seek the Court's permission to reject the Leases,
effective on the later of the Petition Date or the date that the
Debtors surrender possession of the leased property.

The three unexpired leases are:

    Lessee          Lessor         Property Location
    ------          ------         -----------------
    Silicon         OTR - MCC LLC  Morris Corporate Center 1
    Graphics, Inc.                 300 Interpace Parkway, 3d Floor
                                   Parsippany, New Jersey 07054

    Silicon         Great Lakes    1750 East Golf Road, Suite 295
    Graphics, Inc.  REIT L.P.      Schaumburg, Illinois 60173

    Aeronet, Inc.   Silicon        1750 East Golf Road, Suite 295
    (sublessee)     Graphics, Inc. Schaumburg, Illinois 60173
                    (sublessor)

    Silicon         Seattle        Seattle Tower
    Graphics, Inc.  Landmark LLC   1218 Third Avenue, Suite 800
                                   Seattle, Washington 98101

    Network         Silicon        Seattle Tower
    Clarity, Inc.   Graphics, Inc. 1218 Third Avenue, Suite 800
    (sublessee)     (sublessor)    Seattle, Washington 98101

If no objection is timely filed and served, the Debtors' request
will be considered granted on a final basis.

The Debtors also seek to abandon all Expendable Property remaining
on the leased premises, which primarily consist of office
furniture, materials, and other equipment, effective as of the
lease rejection date.

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


SOLO CUP: Posts $22.1 Million Net Loss in First Fiscal Quarter
--------------------------------------------------------------
Solo Cup Company disclosed first quarter 2006 financial results.

For the thirteen weeks ended April 2, 2006, Solo Cup reported net
sales of $564 million, an increase of $17.9 million, or 3.3%,
compared to $546.1 million for the three months ended March 31,
2005.  The increase in net sales reflected a 2.6% increase in
average realized sales price and a 0.7% increase in sales volume
compared to the three months ended March 31, 2005.  The increase
in average realized sales price reflects the impact of pricing
increases implemented during the second half of 2005 in response
to higher raw material costs.

Gross profit was $51.3 million for the thirteen weeks ended
April 2, 2006.  Selling, general, and administrative expenses were
$66.6 million.

The Company reported a net loss of $22.1 million for the thirteen
weeks ended April 2, 2006 compared to a net loss of $18.6 million
for the three months ended March 31, 2005.  Adjusted EBITDA for
the thirteen weeks ended April 2, 2006 was $11.9 million versus
$20.3 million for three months ended March 31, 2005.

Commenting on the first quarter 2006 results, Robert M. Korzenski,
President and Chief Operating Officer said, "While we experienced
positive growth in both sales and margins during the quarter, we
continue to face the challenges of increasing energy costs and
competitive pricing pressures.  In addition, this quarter we
experienced higher SG&A and we are currently taking measures to
control expenses.  We believe our recently announced restructuring
has better aligned our organizational structure with the needs of
our business."

Headquartered in Highland Park, Illinois, Solo Cup Company --
http://www.solocup.com/-- manufactures disposable foodservice   
products for the consumer and retail, foodservice, packaging, and
international markets.  Solo Cup has broad expertise in plastic,
paper, and foam disposables and creates brand name products under
the Solo, Sweetheart, Fonda, and Hoffmaster names.  The Company
was established in 1936 and has a global presence with facilities
in Asia, Canada, Europe, Mexico, Panama and the United States.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 4, 2006,
Moody's Investors Service assigned ratings on Solo Cup Company's
$80 million senior secured second lien term loan due 2012 at B3;
$150 million senior secured revolving credit facility maturing
Feb. 27, 2010, at B2; $638 million senior secured term loan B due
Feb. 27, 2011, at B2; $325 million 8.5% senior subordinated notes
due Feb. 15, 2014, at Caa1; and Corporate Family Rating at B2.


SOLUTIA INC: Balance Sheet Upside-Down by $1.47 Bil. at March 31
----------------------------------------------------------------
Solutia Inc. filed its financial results for the quarter ending
March 31, 2006 with the Securities and Exchange Commission.  A
full-text copy of regulatory filing is available for free
at http://ResearchArchives.com/t/s?9b1


                            Solutia, Inc.
                 Condensed Consolidated Balance Sheet
                       As of March 31, 2006
                            (Unaudited)

                                ASSETS

Current Assets:
     Cash and cash equivalents                      $342,000,000
     Trade receivables, net                          291,000,000
     Miscellaneous receivables                        79,000,000
     Inventories                                     302,000,000
     Prepaid expenses and other assets                35,000,000
                                                  --------------
Total current assets                               1,049,000,000

Property, plant and equipment, net                   809,000,000
Investments in affiliates                            200,000,000
Goodwill                                              89,000,000
Identified intangible assets, net                     39,000,000
Other assets                                         108,000,000
                                                  --------------
TOTAL ASSETS                                      $2,294,000,000
                                                  ==============


                LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
     Accounts payable                               $209,000,000
     Accrued liabilities                             236,000,000
     Short-term debt                                 650,000,000
                                                  --------------
Total current liabilities                          1,095,000,000

Long-term debt                                       251,000,000
Other liabilities                                    269,000,000
                                                  --------------
Total liabilities not subject to compromise        1,615,000,000

Liabilities subject to compromise                  2,154,000,000

Total shareholders' deficit                       (1,475,000,000)
                                                  --------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT       $2,294,000,000
                                                  ==============


                            Solutia, Inc.
            Condensed Consolidated Statement of Operations
                  Three Months Ended March 31, 2006

Net sales                                           $700,000,000
Cost of goods sold                                   619,000,000
                                                  --------------
Gross profit                                          81,000,000

Marketing expenses                                    34,000,000
Administrative expenses                               23,000,000
Technological expenses                                12,000,000
                                                  --------------
Operating income                                      12,000,000

Equity earnings (loss) from affiliates                10,000,000
Interest expense                                     (23,000,000)
Other income, net                                      3,000,000
Loss on debt modification                             (8,000,000)
Reorganization items, net                            (14,000,000)
                                                  --------------
Loss before income tax expense (benefit)             (20,000,000)

Income tax expense (benefit)                           2,000,000
                                                  --------------
NET INCOME (LOSS)                                  ($22,000,000)
                                                  ==============

                            Solutia, Inc.
            Condensed Consolidated Statement of Cash Flows
                  Three Months Ended March 31, 2006

Increase (decrease) in cash and cash equivalents
Operating Activities:
Net income (loss)                                   ($22,000,000)
Adjustments to reconcile to Cash From Operations:
     Depreciation and amortization                    29,000,000
     Amortization of deferred credits                 (2,000,000)
     Deferred income taxes                            (1,000,000)
     Equity earnings from affiliates, net            (10,000,000)
     Restructuring expenses and other charges         18,000,000
     Changes in assets and liabilities:
        Income taxes payable                           3,000,000
        Trade receivables                            (38,000,000)
        Inventories                                  (29,000,000)
        Accounts payable                              (1,000,000)
        Liabilities subject to compromise            (22,000,000)
        Other assets and liabilities                  10,000,000
                                                  --------------
Cash used in operating activities                    (65,000,000)

Investing activities:
Property, plant and equipment purchases              (25,000,000)
Acquisition, net of cash acquired                    (16,000,000)
                                                  --------------
Cash provided by (used in) investing activities      (41,000,000)

Financing activities:
Net change in short-term debt obligations            350,000,000
Net change in cash collateralized letters of credit           -
Deferred debt issuance costs                          (9,000,000)
Other financing activities                                    -
                                                  --------------
Cash provided by (used in) financing activities      341,000,000
                                                  --------------
Increase (Decrease) in cash and cash equivalents     235,000,000
                                                  --------------
Cash and cash equivalents:
Beginning of year                                    107,000,000
                                                  --------------
End of period                                       $342,000,000
                                                  ==============

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden,
Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin
Gump Strauss Hauer & Feld LLP represent the Official Committee of
Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey
Howard & Zukin Capital provides the Creditors' Committee with
financial advice.  (Solutia Bankruptcy News, Issue No. 60;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOLUTIA INC: Asks Court to Approve Solicitation Procedures
----------------------------------------------------------
Solutia Inc. and its debtor-affiliates ask Judge Prudence Carter
Beatty of the U.S. Bankruptcy Court for the Southern District of
New York to approve uniform procedures associated with the
solicitation and tabulation of votes on their Joint Plan of
Reorganization.

The Debtors filed their Plan and Disclosure Statement on
Feb. 14, 2006.  A hearing on the adequacy of the Disclosure
Statement explaining the Plan is scheduled on June 7, 2006.

                           Record Date

The Debtors ask Judge Beatty to establish the second business day
after the Court approves the Disclosure Statement as the record
date for purposes of determining which creditors are entitled to
vote on the Plan.

                      Solicitation Packages

After the Court approves the Disclosure Statement as containing
adequate information, the Debtors intend to distribute
solicitation packages containing copies of:

   (a) the Disclosure Statement Order;

   (b) the Confirmation Hearing Notice;

   (c) either:

          (i) an appropriate Ballot form with a return envelope,
              and if applicable, the Rights Offering Procedures
              and a Rights Subscription Exercise form with a
              return envelope, and the Disclosure Statement; or

         (ii) a Notice of Non-Voting Status; and

   (d) other materials that the Court may direct.

The Debtors expect to complete the distribution of the
Solicitation Packages no later than seven business days after the
Record Date.

In addition, the Debtors will distribute the Disclosure Statement
Order, the Confirmation Hearing Notice, the Disclosure Statement,
and other materials the Court may direct to:

   -- the U.S. Trustee,

   -- the counsel for Monsanto Company;

   -- the counsel for Pharmacia Corporation;

   -- the Securities and Exchange Commission;

   -- the Internal Revenue Service;

   -- the Department of Justice;

   -- the Environmental Protection Agency;

   -- Pension Benefit Guaranty Corporation;

   -- the Official Committee of Unsecured Creditors;

   -- the Retirees' Committee;

   -- the Equity Committee;

   -- all Professionals;

   -- all administrative creditors of the Debtors;

   -- all relevant environmental, taxing and other regulatory
      authorities;

   -- all landlords and other parties to executory contracts and
      unexpired leases;

   -- all plaintiffs to tort lawsuits regarding conduct before
      the Spin-off;

   -- all parties who have submitted a written demand against
      Solutia;

   -- all parties who filed reclamation claims; and

   -- all other parties-in-interest that have requested for
      notices pursuant to Rule 2002 of the Federal Rules of
      Bankruptcy Procedure.

To avoid duplication and further reduce expenses, the Debtors
propose that Solicitation Packages for holders of claims or
interests, which are classified within a class that is presumed
to accept or reject the Plan, will not include a ballot.  The
Solicitation Packages for those holders will instead include a
Notice of Non-Voting Status.

The Debtors will provide parties-in-interest copies of the Plan
and the Disclosure Statement upon written request.

The Plan and the Disclosure Statement maybe viewed at
http://fbgdocuments.com/soior obtained for free by contacting  
Financial Balloting Group LLC at (646) 282-1800.

Creditors who have filed duplicate Claims, which are classified
in the same Class under the Plan, will receive only one
Solicitation Package and one Ballot with respect to that class.

                          Ballot Forms

The Debtors propose to distribute ballots to Holders of Claims in
Classes 8, 9, 10, 11 and 12 under the Plan.  The Ballot Forms
will be based on Official Form No. 14, but will be modified to
address the particular aspects of the Debtors' Chapter 11 cases.

The Debtors propose to send Ballots to record holders of
Unsecured Notes Claims, including brokers, banks, dealers or
other agents or nominees.  Each Nominee will receive a number of
Ballots and Solicitation Packages reasonably sufficient to
distribute to the beneficial owners of the Unsecured Notes Claims
for whom the Nominee acts.

Holders of Claims in Classes 14, 15 and 16, which are deemed to
reject the Plan; and Holders of Claims in Classes 1, 2, 3, 4, 5,
6 and 7, which are deemed to accept the Plan, will receive a
Notice of Non-Voting Status.

                         Voting Deadline

The Debtors anticipate commencing the solicitation period within
three days after Record Date.  To be counted as a vote to accept
or reject the Plan, each Ballot must be properly executed,
completed and delivered to the Balloting Agent either by first-
class mail, overnight courier, or personal delivery so as to be
received no later than 5:00 p.m., prevailing Eastern Time, on
July 31, 2006.

                       Ballot Tabulation

Solely for purposes of voting to accept or reject the Plan, each
Claim within a class of Claims entitled to vote to accept or
reject the Plan will be temporarily allowed in an amount equal to
the amount of that Claim as set in a timely-filed proof of claim
or as set in the Debtors' Schedules of Assets and Liabilities.

If any creditor seeks to challenge the allowance of its Claim for
voting purposes in accordance with the proposed procedures, the
Debtors ask the Court to direct that creditor to file a motion
for temporary allowance of the Claim in a different amount for
purposes of voting to accept or reject the Plan on or before the
10th day after the later of:

   -- the service of the Confirmation Hearing Notice; and

   -- service of a notice of objection to a Claim.

For purposes of voting, the amount that will be used to tabulate
acceptance or rejection of the Plan will be the principal amount
of Solutia's 6.72% Debentures due October 15, 2037, and the
7.735% Debentures due October 15, 2027, held as of the Record
Date; provided that the Balloting Agent will adjust the principal
amount to reflect the claim amount as of the Record Date for the
Unsecured Notes.

With respect to the tabulation of master ballots, votes submitted
by a Nominee, whether pursuant to a Master Ballot or prevalidated
Ballot, will not be counted in excess of the Record Amount of
those securities held by that Nominee.  If a Nominee submits
"over-votes", the Debtors will attempt to reconcile discrepancies
with the Nominees.  If "over-votes" are not reconciled before the
preparation of the vote certification, the Debtors will apply the
votes to accept and to reject the Plan in the same proportion as
the votes to accept and reject the Plan submitted on the Master
Ballot or prevalidated Ballot that contained the overvote, but
only to the extent of the Nominee's position in the Unsecured
Notes.

For purposes of tabulating votes, each Nominee or Beneficial
Owner will be deemed to have voted the principal amount of its
Unsecured Notes Claim.  Votes reflected on multiple Master
Ballots will be counted, except to the extent they are
duplicative of other Master Ballots.  If two or more Master
Ballots are inconsistent, the latest dated Master Ballot received
before the Voting Deadline will supersede and revoke any prior
Master Ballot.

Beneficial Holders may not split their votes with respect to
Unsecured Notes.  Any Ballot that partially rejects and partially
accepts the Plan will not be counted.  Any Ballot received by
facsimile or e-mail and sent to the Debtors, any indenture
trustee or the Debtors' financial or legal advisors will not be
counted.

                      Confirmation Hearing

The Debtors propose that the Confirmation Hearing be scheduled on
August 10, 2006, at 11:00 a.m., prevailing Eastern Time, and may
be continued from time to time by the Court or the Debtors
without further notice other than adjournments announced in open
court or filed on the Court's docket.

The Debtors will also publish the Confirmation Hearing Notice in
the national editions of The Wall Street Journal, The New York
Times and The St. Louis Post-Dispatch.

Objections to confirmation of the Plan or proposed modifications
to the Plan, if any, must:

   a. be in writing;

   b. state the name and address of the objecting party and the
      amount and nature of the claim or interest of that party;

   c. state with particularity the basis and nature of any
      objection to the confirmation of the Plan; and

   d. be filed, together with proof of service, with the Court
      and served so as to be received no later than July 31,
      2006, at 5:00 p.m., prevailing Eastern Time.

                Rights Offering and Backstop Fee

Pursuant to a Global Settlement between the Debtors and Monsanto
Corporation, Monsanto commits to share the responsibilities in
the Legacy Liabilities that Solutia inherited from its spin-off
from Pharmacia Corporation in 1997.  The Legacy Liabilities
include:

   -- retiree welfare benefits for retirees before the 1997
      Spin-Off,

   -- environmental remediation costs, and

   -- toxic tort litigation costs.

In accordance with the Global Settlement and Plan, each Holder of
a General Unsecured Claim as of the Record Date has the right,
but not the obligation, to purchase New Common Stock.  The
Debtors will send Rights Offering Subscription Exercise Form to
each Eligible Holder.

The Rights Subscription Exercise Form will indicate the price per
share of the New Common Stock, and provide that Eligible Holders
may indicate the amount of additional Rights that they commit to
purchase in the event that the Rights Offering is under-
subscribed as of the Voting Deadline.

Pursuant to the Global Settlement, Monsanto has agreed to
backstop the Rights Offering.  As consideration and a critical
inducement for the Rights Offering Backstop, the Debtors and
Monsanto agreed that Monsanto would receive a backstop fee of
$12,500,000.

In the event the Plan is confirmed, Monsanto, as of the Effective
Date, will waive its right to receive, and will not seek payment
of, the Backstop Fee.  However, Monsanto will be entitled to
collect the Backstop Fee if the Plan is not confirmed by the
later of:

   a. the date on which Solutia provides written notice to
      Monsanto and the Committee that Solutia no longer seek
      confirmation of the Plan; and

   b. seven days after Monsanto provides written notice to
      Solutia and the Committee that it believes Solutia has
      ceased to seek confirmation of the Plan, if Solutia has not
      provided, during that seven-day period, written affirmation
      of its intent to diligently pursue confirmation of the
      Plan.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden,
Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin
Gump Strauss Hauer & Feld LLP represent the Official Committee of
Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey
Howard & Zukin Capital provides the Creditors' Committee with
financial advice.  (Solutia Bankruptcy News, Issue No. 61;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOLUTIA INC: Bank of N.Y. says Disclosure Statement is Inadequate
-----------------------------------------------------------------
The Bank of New York asks the U.S. Bankruptcy Court for the
Southern District of New York deny approval of the Disclosure
Statement explaining Solutia, Inc., and its debtor-affiliates'
Plan of Reorganization.  BNY is the indenture trustee for the
11.25% Senior Secured Notes due 2009 issued by Solutia, Inc.

BNY complains that as described in the Disclosure Statement, the
Debtors' Plan of Reorganization purports to impair the Senior
Secured Notes, which are designated in Class 3.  In doing so, the
Debtors attempt to retain an option to either:

   (i) reinstate the Senior Secured Notes -- the Reinstatement
       Provision; or

  (ii) pay the allowed amount of the Senior Secured Notes in cash
       on the Effective Date of the Plan -- the Cash-Out
       Election.

The Cash-Out Election blatantly violates Section 1124 of the
Bankruptcy Code, Mr. Cunningham, Esq., at White & Case LLP, in
New York, argues.  A Chapter 11 plan, which proposes to pay a
class of claims in cash on the effective date renders that class
impaired.

Thus, contrary to the alleged unimpairment of Class 3 in the
Disclosure Statement and the Plan, the Debtors' Cash-Out Election
renders the Plan unconfirmable as a matter of law because Class 3
is unquestionably impaired, and the holders of the Senior Secured
Notes are entitled to vote on the Plan.  Only the Reinstatement
Provision would render Class 3 unimpaired under the Debtors'
Plan.  Thus, the Cash-Out Election should be deleted in its
entirety, Mr. Cunningham contends.

Mr. Cunningham also asserts that the Plan and the Disclosure
Statement attempts to release non-debtors in violation of the
Second Circuit's decision in In re Metromedia Fiber Network Inc.,
416 F.3d 136, 143 (2d Cir. 2005).  Those releases are illegal and
render the Plan unconfirmable as a matter of law.

Furthermore, the Disclosure Statement fails to provide adequate
information to creditors to inform themselves whether to vote to
accept or reject the Plan, Mr. Cunningham maintains.

For instance, Mr. Cunningham points out, the Disclosure Statement
gives only cursory discussion of the pending adversary proceeding
commenced by JPMorgan Chase Bank against Solutia.  The Court has
stated on the record that the outcome of the JPMorgan Adversary
Proceeding will have a major impact on recoveries to the Debtors'
creditors.  The Debtors acknowledge in the Disclosure Statement
that in an event of an adverse decision in the JPMorgan
Proceeding, the Plan may need to be renegotiated and they may not
obtain exit financing to fund the Plan.

In light of this situation, it is entirely premature and
inappropriate to proceed with an approved Disclosure Statement
until the JPMorgan Adversary Proceeding has been resolved, Mr.
Cunningham avers.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a  
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden,
Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin
Gump Strauss Hauer & Feld LLP represent the Official Committee of
Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey
Howard & Zukin Capital provides the Creditors' Committee with
financial advice.  (Solutia Bankruptcy News, Issue No. 61;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOTHEBY'S HOLDINGS: Can Access $50MM More Under BofA Credit Deal
----------------------------------------------------------------
Sotheby's Holdings, Inc. amended its long-term senior secured
revolving credit agreement with Banc of America Securities LLC and
LaSalle Bank N.A. to allow for $50 million in additional
commitments from its existing lenders.  This increases the total
borrowing capacity under the BofA Credit Agreement from $250
million to $300 million.

"This is a very positive step and a reaffirmation of our strong
credit and balance sheet strength as well as sustained earnings
growth," Bill Sheridan, Chief Financial Officer of Sotheby's
Holdings, Inc., said.

Headquartered in New York City, Sotheby's Holdings, Inc. --
http://www.search.sothebys.com/-- is the parent company of  
Sotheby's worldwide auction businesses, art-related financing and
private sales activities.  The Company operates in 34 countries,
with principal salesrooms located in New York and London. The
company also regularly conducts auctions in 13 other salesrooms
around the world, including Australia, Hong Kong, France, Italy,
the Netherlands, Switzerland and Singapore.  Sotheby's Holdings,
Inc. is listed on the New York Stock Exchange under the symbol
BID.

                         *      *      *

As reported in the Troubled Company Reporter on April 18, 2006,
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured debt ratings on New York-based Sotheby's Holdings
Inc. to 'BB' from 'BB-'.  The outlook is positive.


SPX CORP: Fitch Upgrades Issuer Default Rating to BB+ from BB
-------------------------------------------------------------
Fitch Ratings upgraded SPX's issuer default rating to 'BB+' from
'BB' and affirmed existing ratings on the company's senior secured
bank debt and senior unsecured debt.

  -- Issuer default rating 'BB+'
  -- Senior secured bank debt 'BB+'
  -- Senior unsecured debt 'BB'

The Rating Outlook is Stable.

At March 31, 2006, SPX had approximately $866 million of debt
outstanding.

The upgrade of SPX's issuer default rating recognizes:

   * SPX's progress in addressing its operating challenges;

   * the implementation during the past year of a more
     conservative and disciplined operating strategy; and

   * improved financial leverage.

In February 2006, the company used its bank facilities to replace
nearly all of its outstanding convertible liquid yield option
notes.  As a result, SPX's outstanding debt consists primarily of
secured bank debt.  The facilities are secured by capital stock,
but would become secured by substantially all assets if credit
ratings on the facilities fall to certain levels.  The rating for
senior unsecured debt, which is one notch lower than the IDR,
reflects weaker recovery prospects relative to secured debt in a
distressed scenario.

Rating concerns include:

   * the impact of high raw material prices;

   * weak cash flow, potential litigation liabilities; and

   * uncertainty about SPX's long term operating profile as it
     continues to review its business portfolio.

In addition, the company's competitive position will depend on its
ability to realize benefits from programs initiated during 2005 to
improve the company's performance with respect to productivity,
cost controls, new product development and other operating issues.

Free cash flow will remain constrained through the remainder of
2006.  However, Fitch anticipates that upside potential for the
ratings could eventually be realized as the company further
refines its operating strategy and demonstrates its ability to
generate consistent cash flow.  During the first quarter of 2006,
SPX utilized its bank facilities to redeem nearly all $668 million
of outstanding LYONs.  Related to the transaction, SPX incurred
liabilities for taxes and interest that will absorb most of its
free cash flow in 2006.

However, on a normalized basis when excluding these charges, the
company expects to generate free cash flow (cash flow from
operations, less capital expenditures) of $200 million.  Fitch
believes SPX can achieve a similar, or possibly higher, level of
free cash flow in 2007 considering favorable demand trends in
SPX's end-markets and positive first quarter performance.  Risks
to the ratings include unexpected weakness in SPX's industrial
markets and unresolved litigation, including shareholder lawsuits
initiated in 2004.

At March 31, 2006 SPX's liquidity included $364 million of
unrestricted cash and $324 million of availability under its bank
credit facilities that mature in 2010.  Liquidity is reduced by
$78 million of current debt.  Total debt was $866 million at March
31 and included a $750 million bank term loan used to fund the
recent payout of nearly all outstanding LYONs.

SPX is currently within its targeted leverage range of 1.5x - 2.0x
gross debt/EBITDA.  Leverage can be expected to increase toward
the high end of this range as SPX continues to repurchase shares.
The company spent $248 million in the first quarter to complete
its previous share repurchase program and recently approved
another program to repurchase 2.5 million shares that would have a
value of roughly $125 million at the current share price.


SWIFT INSTRUMENTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Swift Instruments, Inc.
        dba Swift Optics
        2055 Gateway Place, Suite 500
        San Jose, California 95110-1082
        Tel: (408) 200-7520
        Fax: (408) 292-7967

Bankruptcy Case No.: 06-50896

Type of Business: The Debtor is a international manufacturer and
                  distributor of microscopes and binoculars.
                  See http://www.swift-optics.com

Chapter 11 Petition Date: May 24, 2006

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtor's Counsel: Janice M. Murray, Esq.
                  Murray and Murray, P.C.
                  19400 Stevens Creek Boulevard, Suite 200
                  Cupertino, California 95014-2548
                  Tel: (650) 852-9000
                  Fax: (650) 852-9244

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Carton Optical Industry                   $453,627
27-11 Higashi
Taito-ku 100-0015
Tokyo, Japan

Kama-Tech Corporation                     $260,778
Suite 4, 9th Floor, Tower 3
33 Canton Road Tsim Sha Tsui
Kowloon, Hong Kong

Kamakura-Koki Co. Ltd-YEN                 $152,935
3-6-12 Tsukagoshi, Warabi
Saitama Pref. 335-0002
Japan

Fish and Richardson                        $34,887

Archimedes Associates                      $31,700

Nelson Staffing Solution                   $28,755

Western Overseas Corp.                     $17,751

Advanced Management Systems                $14,733

Bridgeport Financial Inc.                  $13,500

Speed Fair Co.                             $10,680

Market Data Retrieval                       $8,119

NSTA Advertising Exhibits                   $5,974

Avaya Inc.                                  $5,579

KPMG LLP                                    $4,900

Pitney Bowes, Inc.                          $4,575

National Science Teachers Association       $4,492

Hands-On Science Partnership                $4,055

NSTAR Electric                              $3,512

Littler Mendelson P.C.                      $3,249

Underwriters Laboratories, Inc.             $2,725


SYDNEY SHABER: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Sydney Stanley Shaber
        187 El Dorado
        Monterey, California 93940

Bankruptcy Case No.: 06-50891

Type of Business: The Debtor filed for chapter 11 protection on
                  June 5, 1997 (Bankr. N.D. California, Case No.
                  97-51092).

Chapter 11 Petition Date: May 24, 2006

Court: Northern District of California (San Jose)

Judge: James R. Grube

Debtor's Counsel: Steven J. Sibley, Esq.
                  DiNapoli and Sibley
                  10 Almaden Boulevard, Suite 1250
                  San Jose, California 95113-2233
                  Tel: (408) 999-0900

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


TELOGY INC: Court Confirms Fifth Amended Plan of Reorganization
---------------------------------------------------------------
The Honorable Edward D. Jellen of the U.S. Bankruptcy Court for
the Northern District of California confirmed the Fifth Amended
Plan of Reorganization filed by Telogy, Inc., and its debtor-
affiliates.

The Court determined that the Plan satisfies the 13 standards for
confirmation under Section 1129(a) of the Bankruptcy Code.

Under the Plan, the Debtors will reorganize through an asset
disposition transaction of their businesses to the Reorganized
Debtors -- newly formed Delaware limited liability companies that
will have a significantly deleveraged capital structure as
compared to the Debtors.

The Reorganized Debtors will operate the Debtors' business funded
from their ongoing business operations, and with the funding
available under an exit facility.  

                        The Exit Facility

The Exit Facility is a revolving credit facility of at least
$20 million, partially drawn as of the Plan's effective date.  It
matures in five years.  Interest will be payable quarterly in
arrears.  

The Reorganized Debtors' debt under this facility will rank senior
in right of payment to any and all subordinated indebtedness pari
passu in right of payment with all other existing and future
unsubordinated indebtedness.  The debt is secured with a first
priority security interest in and lien on substantially all of the
Reorganized Debtors' assets.

                        Creditor Recovery

Holders of the Debtors' approximately $170.4 million of senior
secured debt, including accrued and unpaid interest, would
exchange their existing claims for equity interests in the
Reorganized Telogy, and the Debtors' $75.2 million, excluding
accrued and unpaid interest, of unsecured, subordinated and junior
subordinated debt would be extinguished or exchanged for equity
interests in Reorganized Telogy.

Holders of general unsecured claims amounting to $1.15 million
will receive less than 10% of their claims.  Equity holders will
get nothing.

A copy of the Fourth Amended Disclosure Statement explaining the
Fifth Amended Plan of Reorganization is available for a fee at:

http://www.researcharchives.com/bin/download?id=060524230844

Headquartered in Union City, California, Telogy, Inc. --
http://www.tecentral.com/-- rents, sells, leases electronic test
equipment including oscilloscopes, spectrum, network, logic
analyzers, power meters, OTDRs, and optical, from manufacturers
like Tektronix, Rohde & Schwarz.  Telogy, Inc., and its
debtor-affiliate, e-Cycle, LLC, filed for chapter 11 protection on
Nov. 29, 2005 (Bankr. N.D. Calif. Case No. 05-49371).  Ramon M.
Naguiat, Esq., at Pachulski, Stang, Ziehl, Young Jones & Weintraub
P.C. represents the Debtor in its restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts of more than $100 million.


TOYS "R" US: Plans to Relaunch E-Commerce Sites on July 1
---------------------------------------------------------
Toys "R" Us, Inc. partnered with GSI Commerce, Inc., and Exel to
support a new platform for the company's online business.  The
seamless transition of Toysrus.com and Babiesrus.com to the new e-
commerce platform is expected to occur on July 1, 2006.

"We look forward to reinforcing our authority position as the
world's greatest toy and baby stores through the relaunch of our
e-commerce sites, " Jerry Storch, Chairman and CEO of Toys "R" Us,
Inc., said.  "GSI Commerce and Exel are ideal partners for us,
bringing proven expertise and a shared commitment to ensuring that
Toysrus.com and Babiesrus.com continue to be the leading online
destinations for toys and baby merchandise.  Our team has been
preparing for this transition for some time, and we are excited
about the opportunity to offer customers an enhanced and more
fully-integrated shopping experience at the biggest online toy and
baby products stores in America."

Under long-term agreements, GSI Commerce will provide technology,
customer service and support, and Exel will provide fulfillment
services for both Toysrus.com and Babiesrus.com.  GSI Commerce and
Exel have been trusted partners of Toys "R" Us, Inc. on other
projects.

As part of the transition, the company will relaunch the
Toysrus.com and Babiesrus.com sites with an exciting new
appearance and the addition of more product information to assist
consumers in making informed selections.  Following the July 1
relaunch, the company will make ongoing enhancements to the site,
as it continually adds new merchandise offerings and features to
provide customers with the best overall online shopping
experience.

"We are delighted to have the opportunity to partner with Toys "R"
Us, Inc. as it works to provide a best-in-class online experience
and product offerings," Michael G. Rubin, Chairman and CEO of GSI
Commerce, said.  "GSI Commerce is a proven leader in e-commerce,
and we are eager to bring our experience in technology and
customer service to bear in the redevelopment and successful
growth of the Toysrus.com and Babiesrus.com businesses."

"We are excited to join forces with Toys "R" Us, Inc. as it moves
forward with new plans for its e-commerce business," Jim Gehr,
Exel's President of Retail Americas, added.  "We will take full
advantage of our industry experience, while leveraging resources
as part of the world's premier supply chain company to provide
reliable order fulfillment for Toysrus.com and Babiesrus.com
customers.  We're looking forward to supporting the number one
specialty toy and baby retailer online."

On March 2006, the Chancery Court division of the Superior Court
of New Jersey issued a decision severing the agreement between
Toysrus.com and Amazon.com.  This decision allowed Toysrus.com to
move forward expeditiously to re-establish its own e-commerce
business on the new platform supported by GSI Commerce and Exel.  
Customers will continue to access the online stores at
http://www.toysrus.com/and http://www.babiesrus.com/

                       About GSI Commerce

GSI Commerce is a leading provider of e-commerce solutions that
enable retailers, branded manufacturers, entertainment companies
and professional sports organizations to operate e-commerce
businesses.  The company provides solutions for its partners
through its integrated e-commerce platform, which is comprised of
three components: technology, logistics and customer care and
marketing services. It provides e-commerce solutions for more than
50 partners.

                           About Exel

Headquartered in Westerville, Ohio, Exel -- http://www.exel.com/
-- is the North American leader in contract logistics, providing
customer-focused solutions to a wide range of industries including
retail, consumer, technology, automotive, healthcare, chemical and
industrial.  Exel's innovative supply chain solutions, skilled
people and regional coverage, bring together all aspects of
contract logistics in addition to a wide range of integrated,
value-added and specialist services.  Exel is a wholly owned
entity of Deutsche Post World Net, the world's leading logistics
group. For further information, visit

                     About Toys "R" Us, Inc.

Headquartered in Wayne, New Jersey, Toys "R" Us is the world's
leading specialty toy retailer.  Currently it sells merchandise
through more than 1,400 stores, including 587 toy stores in the
U.S. and 646 international toy stores, including licensed and
franchise stores as well as through its Internet sites at
http://www.toysrus.com/http://www.imaginarium.com/and  
http://www.sportsrus.com/ Babies "R" Us is the largest baby  
product specialty store chain in the world and a leader in the
juvenile industry, and sells merchandise through 232 stores in the
U.S. as well as on the Internet at http://www.babiesrus.com/

                             *   *   *

Toys "R" Us Inc.'s 8-3/4 Debentures due 2021 carry Moody's
Investors Service's B2 rating and Standard & Poor's CCC rating.


UNUMPROVIDENT CORP: Moody's Holds Ba1 Rating on Sr. Unsec. Debt
---------------------------------------------------------------
Moody's Investors Service affirmed UnumProvident Corporation's
credit ratings, as well as the Baa1 insurance financial strength
ratings of the company's U.S. life insurance subsidiaries.  The
outlook on the ratings changed to stable from negative.

Commenting on the change in UnumProvident's outlook, Moody's said
that the company had shown improvement in several of its key
financial metrics.  The rating agency said that this includes
lower financial leverage, stronger cash flow interest coverage and
earnings interest coverage ratios, and a more robust risk based
capital ratio on a consolidated basis.

Moody's noted that the company has eliminated its inter-company
loans and has improved the maturity structure of its outstanding
debt. According to the rating agency, statutory net income has
stabilized in the past two years, reaching $641 million in 2005.

In addition, Moody's stated that UnumProvident's ratings outlook
reflected some improvement in the sales mix, as well as some
progress in stabilizing persistency for the company's core
disability insurance operations.

However, Moody's believes UnumProvident still faces a competitive
marketplace and challenges in the company's efforts to restore
profitability to its core U.S. group long-term disability
business.  Furthermore, the rating agency believes that the recent
California and multi-state regulatory settlements could continue
to put pressure on expenses and profits as UnumProvident
reassesses its claims reserves and changes its policy provisions
and policy claims handling procedures to comply with the
agreements.

Moody's indicated that it is concerned that the company is still
experiencing disruption in its employee benefits claims centers,
following implementation of the multi-state claims settlement
agreement.  The rating agency added that it is concerned that
these claims disruption costs could be permanent, and that claim
center expenses could be higher than levels anticipated at the
time of the settlement, resulting in lower than expected ongoing
profitability.

Moody's said that these expectations are incorporated into the
stable outlook:

   * absence of additional one-time charges, including those
     related to the claims settlement agreements;
   * group income protection benefit ratio to decrease to 92% by
     year-end 2006;
   * RBC of at least 285% on a consolidated basis and on a legal
     entity basis;
   * continued improvement in statutory and GAAP earnings;
   * holding company liquidity equal to at least one year's
     interest payments;
   * earnings interest coverage and cash flow interest coverage
     of at least 4 times and 3.5 times respectively;
   * Moody's adjusted financial leverage of less than 30%.

These ratings are affirmed, with a stable outlook:

UnumProvident Corporation:

   * Senior unsecured debt at Ba1;
   * subordinated shelf at (P) Ba2;
   * preferred shelf at (P) Ba3

UNUM Corporation:

   * Senior unsecured debt at Ba1

Provident Companies, Inc.:

   * Senior unsecured debt at Ba1

Provident Financing Trust I:

   * Preferred stock at Ba2

Provident Financing Trusts II/III:

   * Backed preferred shelf at (P) Ba2

UnumProvident Finance Company plc:
   
   * Senior unsecured debt at Ba1

UNUM Life Insurance Company of America:

   * Insurance financial strength at Baa1

First UNUM Life Insurance Company:

   * Insurance financial strength at Baa1

Colonial Life & Accident Insurance Company:

   * Insurance financial strength at Baa1

Provident Life and Accident Insurance Co.:

   * Insurance financial strength at Baa1

Paul Revere Life Insurance Company:

   * Insurance financial strength at Baa1

Paul Revere Variable Annuity Insurance Co.:
   
   * Insurance financial strength at Baa1

Moody's last rating action on UnumProvident took place on
April 15, 2005 when the rating agency changed the company's
outlook to negative.

UnumProvident Corporation is headquartered in Chattanooga,
Tennessee.  At March 31, 2006, UnumProvident had total assets of
$50.5 billion and total shareholders' equity of $6.6 billion.


VILLAGES AT SARATOGA: Court OKs Appointment of Chapter 11 Trustee
-----------------------------------------------------------------
The Honorable William T. Thurman of the U.S. Bankruptcy Court for
the District of Utah directed the U.S. Trustee for Region 19 to
scout for a chapter 11 trustee to serve in The Villages at
Saratoga Springs, LC's bankruptcy case.

The Court entered the Chapter 11 Trustee appointment order at the
request of Jerrold Cross, a creditor.

Sherilyn A. Olsen, Esq., counsel for Mr. Cross, told the Court
that the Debtor transferred $100,000 to Hearthstone Development,
an insider, in direct violation of the Court's order authorizing
the sale of the Debtor's principal asset.  

Ms. Olsen said the Debtor failed to disclose this transfer from
the Court and creditors by failing to file monthly financial
reports for March and April 2006.  In addition, the Debtor has
failed to pursue substantial preferential and fraudulent transfers
made to insiders shortly before the Debtor filed for bankruptcy.  

Ms. Olsen added that in just over a year-and-a-half before filing
for bankruptcy, the Debtor disbursed at least $859,565 to
Hearthstone -- $180,000 of which was disbursed only a month before
the bankruptcy filing.  

The Debtor has filed a liquidating plan with the Court and has no
ongoing operations.  

                            Consents

Hearthstone, an unsecured creditor, and the manager of the Debtor,
and the holder of a 75% membership interest in the Debtor, has
agreed to the Chapter 11 Trustee appointment.

The Debtor also expressed its consent for the appointment.  The
Debtor explained that Hearthstone has successfully managed its
bankruptcy proceedings and has created a fund in excess of
$8,000,000, which is sufficient to pay all claims in full with
interest and return a significant dividend to the equity holders
of the debtor. Hearthstone has proposed a plan to effect the
distributions.

According to the Debtor, Mr. Cross has objected to the plan and
objected to all claims of creditors except his own and that of
Painted Horse, LC, an entity in which Mr. Cross holds half of the
equity.  Mr. Cross' actions have delayed payment to creditors,
Robert Fugal, Esq., at Bird & Fugal, pointed out.

Headquartered in Spanish Fork, Utah, The Villages at Saratoga
Springs, LC, filed for chapter 11 protection on Aug. 29, 2005
(Bankr. D. Utah Case No. 05-33380).  Robert Fugal, Esq., at Bird &
Fugal, represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
$26,002,293 in assets and $15,188,610 in debts.


VITESSE SEMICONDUCTOR: Gets Delisting Notice from Nasdaq
--------------------------------------------------------
Vitesse Semiconductor Corporation received a Nasdaq staff
determination on May 16, 2006, indicating that it failed to comply
with the filing requirements for continued listing outlined in
Marketplace Rule 4310(c)(14).  The Company's securities are
subject to delisting from the Nasdaq National Market.  The Company
anticipates that it will request and participate in a hearing
before a Nasdaq Listing Qualifications Panel to review the Staff
Determination.

Nasdaq notified Vitesse of the possible delisting after the
Company disclosed that it would be unable to file its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2006 by the
required filing date.

The Company is currently conducting an internal investigation
relating to past stock option grants, the timing of those grants
and other related accounting and documentation issues.  In the
course of its investigation, issues have arisen relating to the
integrity of documents concerning the Company's stock option
grants.

As reported in the Troubled Company Reporter on May 15, 2006,
Vitesse Board of Directors determined that its previously reported
financial statements for the three months ended Dec. 31, 2005, and
the three years ended Sept. 30, 2005, and possibly earlier
periods, should not be relied upon.  

                           About Vitesse

Vitesse Semiconductor Corporation (Nasdaq:VTSS) --
http://www.vitesse.com/-- designs, develops and markets a diverse  
portfolio of high-performance, cost-competitive semiconductor
solutions for communications and storage networks worldwide.  
Engineering excellence and dedicated customer service distinguish
Vitesse as an industry leader in Gigabit Ethernet LAN, Ethernet-
over-SONET, Advanced Switching, Fibre Channel, Serial Attached
SCSI, Optical Transport, and other applications.

                         *     *     *

Moody's Investors Service revised Vitesse Semiconductor
Corporation's outlook to stable from negative and affirmed all
existing ratings for the company in October 2004.  

   * Senior Implied Rating of B1;

   * Long-Term Issuer Rating of B1; and

   * $135.4 million 4% convertible subordinated debentures due
     March 2005, rated B3.


WAMU MORTGAGE: S&P Affirms Four Certificate Classes' Low-B Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 25
classes of mortgage pass through certificates from two WaMu
Mortgage Pass-Through transactions.
     
The affirmed ratings are based on credit support percentages that
are sufficient to maintain the current ratings.  These
transactions benefit from credit enhancement provided by
subordination.
     
As of the April 2006 remittance date, total delinquencies were
0.20% for series 2005-AR4 and 0.47% for series 2005-AR10.  Neither
transaction has experienced any cumulative losses.  The
outstanding pool balances, as a percentage of the original sizes,
were 87.26% for series 2005-AR4 and 92.71% for series 2005-AR10.
     
The collateral for both transactions consists primarily of 30-
year, hybrid adjustable-rate mortgage loans, secured by first
liens on one- to four-family residential properties.
     
Ratings Affirmed:
   
WaMu Mortgage Pass-Through Certificates

  Series      Class                                      Rating
  ------      -----                                      ------
  2005-AR4    A-1, A-2A, A-2B, A-3, A-4A, A-4B, A-5, X    AAA
  2005-AR4    B-1                                         AA
  2005-AR4    B-2                                         A
  2005-AR4    B-3                                         BBB
  2005-AR4    B-4                                         BB
  2005-AR4    B-5                                         B
  2005-AR10   1-A1, 1-A2, 1-A3, 1-A4, 1-A5, 2-A1, 3-A1    AAA
  2005-AR10   B-1                                         AA
  2005-AR10   B-2                                         A
  2005-AR10   B-3                                         BBB
  2005-AR10   B-4                                         BB
  2005-AR10   B-5                                         B


WHIRLPOOL CORP: Expects $400MM Cost Savings Due to Maytag Merger
----------------------------------------------------------------
Whirlpool Corporation reported that its merger with Maytag is
expected to generate pre-tax annualized cost savings in excess of
$400 million.  Cost efficiencies are expected from all areas of
the value chain, including product manufacturing, infrastructure
and support areas, global procurement and logistics.  The company
expects to gain the majority of efficiencies during 2007, and
anticipates savings to be fully realized in 2008.  The company
will incur approximately $450 million in pre-tax, one-time costs
to realize the annualized savings estimates.  Approximately $150
million of these costs are expected to impact earnings over the
next three years with the remainder capitalized under purchase
accounting.

The company's previous estimated cost savings were $300-to-$400
million with one-time costs of $350-to-$500 million.

"Our increased savings estimates further demonstrate the value
creating opportunity of this acquisition," Jeff M. Fettig,
Whirlpool's chairman and chief executive officer, said.  "The
actions we have recently announced, including the consolidation of
laundry production into our Clyde and Marion, Ohio, facilities,
will represent a significant portion of our expected annualized
savings.  We have moved quickly to integrate the Maytag business
since closing the transaction seven weeks ago and we are pleased
with our progress to date."

Following a thorough review, Whirlpool reported its decision to
sell the Hoover floor-care, Dixie-Narco vending systems, Amana
commercial microwave and Jade commercial products appliance
businesses.  The financial results of these businesses will be
classified as discontinued operations in the company's future
financial statements.

"The decision to divest the floor-care and commercial businesses
will allow us to focus on our core appliance business," Mr. Fettig
said.  "We have received strong interest from a number of
potential buyers and anticipate completing these transactions by
the end of this year."

The company also revised its guidance to reflect the integration
of Maytag and now expects full-year 2006 earnings per diluted
share from continuing operations of $6.00 to $6.25, compared to
the pre-acquisition range of $7.00 to $7.25.  Free cash flow is
estimated to be in the $200-to-$300 million range for 2006.  The
company expects 2007 full-year earnings per diluted share to be
approximately $9.00.
  
                   Cash Flow Reconciliation

The table below reconciles projected 2006 cash provided by
operating activities determined in accordance with generally
accepted accounting principles in the United States to free cash
flow, a non-GAAP measure.  Management believes that free cash flow
provides shareholders with a relevant measure of liquidity and a
useful basis for assessing the company's ability to fund its
activities and obligations.  There are limitations to using non-
GAAP financial measures, including the difficulty associated with
comparing companies that use similarly named non-GAAP measures
whose calculations may differ from the company's calculations.  As
defined by the company, free cash flow is cash provided by
operating activities after capital expenditures and proceeds from
the sale of assets.  Free cash flow does not include potential
proceeds from the sale of discontinued businesses.  The
projections shown here are based upon many estimates and are
inherently subject to change based on future decisions made by
management and the board of directors of the company and
significant economic, competitive and other uncertainties and
contingencies.


   (millions of dollars)

   Cash provided by operating activities    $725-$825
   Capital expenditures                    ($600)
   Proceeds from sale of assets             $75
   Free Cash Flow                           $200-$300


                   About Whirlpool Corporation

Headquartered in Benton Harbor, Michigan, Whirlpool Corporation  
(NYSE: WHR) -- http://www.whirlpoolcorp.com/-- is the world's  
leading manufacturer and marketer of major home appliances, with
annual sales of more than $19 billion, more than 80,000 employees,
and more than 60 manufacturing and technology research centers
around the world.  The company markets Whirlpool, Maytag,
KitchenAid, Jenn-Air, Amana, Brastemp, Bauknecht and other major
brand names to consumers in nearly every country around the world.

                         *     *     *

As reported in the Troubled Company Reporter on April 12, 2006,
Moody's Investors Service downgraded the long-term senior
unsecured debt rating of Whirlpool Corporation and its
subsidiaries to Baa2 from Baa1, and preferred stock rating to Ba1
from Baa3.   Moody's said the rating outlook is negative.


W.R. GRACE: Asks Court to Approve Lloyd's London Settlement Pact
----------------------------------------------------------------
Certain underwriters at Lloyd's London subscribed to insurance
policies that provide coverage to W.R. Grace & Co. and W.R. Grace
& Co. Conn.  Grace has incurred liabilities, expenses, and losses
arising out of asbestos-related claims and other claims.

Before the Debtors filed for bankruptcy, Grace and the Lloyd's
Underwriters entered into a settlement agreement dated
November 17, 1995, which governed the method by which the Lloyd's
Underwriters and other insurance companies participating in the
policies issued would reimburse Grace for asbestos-related claims.

The 1995 London Agreement resolved disputes concerning policies
that were issued to Grace by the Lloyd's Underwriters and London
Market Companies before June 30, 1985.  The Lloyd's Underwriters
are obligated to make liability payments and pay defense costs in
connection with asbestos-related and other claims according to
the terms of the 1995 London Agreement.

Subsequently, the parties entered into a settlement agreement and
mutual release.  The Lloyd's Underwriters agreed to promptly pay
$90,000,000, in cash, into a settlement account in full and
complete satisfaction of the obligations:

   -- under the 1995 London Agreement; and

   -- that the Lloyd's Underwriters may have to the Debtors under
      policies issued to Grace after June 30, 1985.

The Settlement Agreement further provides that the funds in the
settlement account will be paid to the Debtors upon the effective
date of a plan of reorganization, which:

   (1) is confirmed by a final order;

   (2) is consistent with the terms of the Settlement Agreement;

   (3) does not materially or adversely affect the interests of
       Lloyd's Underwriters, Grace, or Equitas, a company that
       assumed responsibility for the payment and administration
       of all claims under the Subject Policies; and

   (4) provides for:

          -- a channeling injunction pursuant to Section 524(g)
             of the Bankruptcy Code that applies to Lloyd's
             Underwriters and Equitas;

          -- an injunction under Section 105(a) that is at least
             as broad and inclusive as the "Released Matters
             Injunction" provided in the Debtors' Amended Plan
             on January 13, 2005;

          -- an injunction that is at least as broad and
             inclusive as the "Asbestos Insurance Entity
             Injunction" provided in the Debtors' Amended Plan;

          -- an indemnification of Lloyd's Underwriters and
             Equitas by the Reorganized Debtors, absent a waiver
             from Lloyd's Underwriters; and

          -- the Reorganized Debtors and the Section 524(g)
             trust will be bound by the Settlement Agreement
             with the same force and effect as if they were
             parties from its date of execution.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones  
& Weintraub P.C., in Wilmington, Delaware, tells the U.S.
Bankruptcy Court for the District of Delaware that the funds in
the settlement account will earn interest, which will inure to the
benefit of the Debtors' estates when the funds are paid out.

Accordingly, the Debtors ask Judge Fitzgerald to approve the
Settlement Agreement in its entirety.

Mr. O'Neill contends that the Settlement Agreement represents a
full and final settlement that:

   (i) releases and terminates all rights, obligations and
       liabilities that Grace and Lloyd's Underwriters may owe
       one another; and

  (ii) resolves all claims that the parties asserted against
       one another pursuant to the Subject Policies and the
       1995 London Agreement.

"If the Settlement Agreement is not approved, the Debtors would
need to pursue their claims against the Lloyd's Underwriters
under the terms of the 1995 Settlement Agreement," Mr. O'Neill
says.  "This process would subject the Debtors to risk concerning
the ultimate amount of recovery, and the Debtors believe their
recovery is unlikely to be materially greater than the $90
million they will receive pursuant to the Settlement Agreement."

Mr. O'Neill maintains that the Debtors' estates will benefit from
the interest accrued on the $90,000,000 payment and the certainty
associated with receiving payment now rather than in the future.  
According to Mr. O'Neill, the uncertainty of payment in the
future is exacerbated by the fact that other insurance carriers
have become insolvent.  The certainty of receiving $90,000,000
will aid in developing a plan of reorganization.

Moreover, after calculating the potential insurance coverage
under various liability scenarios, the Debtors conclude that the
Settlement Agreement is reasonable even in scenarios in which
liabilities are far in excess of what they believe them to be.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. D. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Elihu Inselbuch, Esq., and
Nathan D. Finch, Esq., at Caplin & Drysdalerepresent the
Official Committee of Asbestos Personal Injury Claimants.  
The Asbestos Committee of Property Damage Claimants tapped
Scott L. Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin
Sumberg Baena Price & Axelrod LLP to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.

W.R. GRACE: Row Ensues Over Fees of Libby Claimants' Professionals
------------------------------------------------------------------
Claimants injured by exposure to tremolite asbestos from W.R.
Grace's operations in and near Libby, Montana, ask Judge
Fitzgerald to require the Debtors to pay:

   -- the Libby Claimants' legal fees incurred in connection with
      the asbestos personal injury claim estimation proceedings
      and the Chapter 11 plan process; and

   -- the expert witness fees the Libby Claimants incurred in the
      estimation process.

Adam Landis, Esq., at Landis Rath & Cobb, LLP, in Wilmington,
Delaware, contends that payment of the Libby Claimants' costs is
necessary because while the Libby Claimants have certain
interests in common with the Official Committee of Asbestos
Personal Injury Claimants -- and for those purposes can be
represented adequately by the PI Committee's professionals -- the
Debtors have raised significant issues specific to Libby which
the PI Committee does not plan to address.

The PI Committee supports the Libby Claimants' request.

                Libby Claimants vs. PI Claimants

Mr. Landis tells the Court that the claims of the Libby Claimants
and others who suffer from Libby tremolite asbestos disease
differ in material respects from claims of the personal injury
claimants represented by the remaining members of the PI
Committee.

Mr. Landis explains that a typical PI claimant has a claim based
on exposure to chrysotile asbestos, which was the type used in
95% of commercial applications.  The Libby Claimants, by
contrast, were exposed to tremolite asbestos, which:

   -- has demonstrated much higher toxicity than chrysotile
      asbestos;

   -- is about 10 times as carcinogenic and fibrogenic as
      chrysotile asbestos; and

   -- is hundreds of times more productive of mesothelioma, the
      type of lung cancer specific to asbestos.

In addition, a person diagnosed with Libby tremolite asbestos
disease has approximately a 76% likelihood of progressing to
severe disease -- about three times the progressivity rate for
chrysotile asbestos disease.

According to Mr. Landis, the pleural disease pattern manifested
by Libby tremolite asbestos disease often results in severe
impairment or death without radiographic interstitial disease or
typical chrysotile markers of radiographic severity which have
commonly been used in trust distribution provisions of asbestos
company Chapter 11 plans.

Furthermore, Mr. Landis notes that since exposure pathways in
Libby, are unprecedented and are not limited to the workplace,
the Libby Claimants suffering from severe asbestos disease or
death include not only former workers at the mine and milling
facilities, but also the spouses and children of workers, and
community members who had no direct contact with the mine.

While substantial medical literature exists as to the differences
between disease resulting from tremolite asbestos as compared to
chrysotile asbestos, the differences are apparently disputed by
the Debtors, placing the PI Committee in a difficult position.  
Since a huge majority of the Committee's constituents suffer from
chrysotile asbestos disease, the Committee could benefit if Libby
tremolite asbestos disease were treated the same as chrysotile,
Mr. Landis points out.

On the other hand, the Libby Claimants are part of the
constituency that the PI Committee represents, and are entitled
to adequate representation of their interests in the PI Claims
Estimation and plan process even on matters where the PI
Committee is unable to provide representation.

                Libby Claimants' Counsel & Experts

About 750 Libby claimants are represented by Cohn Whitesell &
Goldberg LLP; McGarvey, Heberling, Sullivan, and McGarvey, PC;
Lewis Huppert & Slovak PC; and Landis Rath.  Other claimants have
been diagnosed with Libby tremolite asbestos disease but are not
represented by the Libby Claimants' counsel.

"[M]any of these people can also be expected to assert claims
against the Debtors at an appropriate time," Mr. Landis says.

The PI Committee has declined to designate witnesses on Libby-
specific issues, but instead advised the Libby Claimants' Counsel
that they must designate their own.  The PI Committee does not
plan to defend against Libby-specific evidence or positions that
Grace may assert, except to the extent that the PI Committee
determines that any matter may more generally affect the PI
Claimants' interests.

Subsequently, on December 19, 2005, the Libby Claimants
designated Dr. Alan C. Whitehouse and Dr. David Egilman as thier
experts in the PI Claims Estimation in the event that the Debtors
raise medical issues specific to the Libby Claimants.

Mr. Landis says that Grace's position concerning claims based on
Libby tremolite asbestos disease will go unanswered in the PI
Estimation by any official committee.  In the interest of
justice, the Libby Claimants will need to participate in the
depositions of all Libby-specific witnesses and present evidence
on Libby-specific issues.

The Debtors' decision to raise Libby-specific issues in the
context of the PI Claims Estimation effectively compels the Libby
Claimants to participate in the PI Claims Estimation, Mr. Landis
contends.  Unless they are reimbursed of the costs incurred in
connection with the PI Claims estimation, the Libby Claimants
will be the only party required to participate in the PI Claims
Estimation whose expense of so participating will not be borne by
the estate.

                    Libby Professionals' Fees

The Libby Claimants intend to pay their Counsel and Expert
Witnesses on an hourly basis.

The current hourly rates of the Libby Claimants' Counsel are:

   Firm                   Category              Hourly Rates
   ----                   --------              ------------
   Cohn Whitesell         Partners               $400 - $550
   & Goldberg LLP         Associates             $195 - $270
                          Paralegal Assistants   $105

   McGarvey, Heberling,   Partners               $240
   Sullivan & McGarvey    Associates             $150
                          Paralegal Assistants    $75

   Lewis, Huppert &       Partners               $240
   Slovak, P.C.           Associates             $150
                          Paralegal Assistants    $75

   Landis Rath &          Partners               $400 - $480
   Cobb LLP               Associates             $215 - $270
                          Paralegal Assistants    $95 - $140

The current hourly rates of the Libby Expert Witnesses are $300
for Dr. Whitehouse and $450 for Dr. Egilman.

The Libby Claimants further propose that the Libby Claimants'
Counsel and Libby Expert Witnesses will be reimbursed by the
estate for all reasonable out-of-pocket expenses incurred in
connection with the services that are eligible for compensation.

                            Objections

(1) U.S. Trustee

Kelly Beaudin Stapleton, the United States Trustee for Region 3,
wants the Libby Claimants' request denied because there is no
authority in the Bankruptcy Code or otherwise to allow the Libby
Claimants to be paid their fees and expenses.

David M. Klauder, Esq., trial attorney, explains that the Libby
Claimants' Motion, which is best described as a request for
payment of administrative expenses, is not authorized or
supported in Section 503 of the Bankruptcy Code.  Administrative
expenses may be allowed for the actual, necessary costs and
expenses of preserving the estate; for compensation and
reimbursement awarded under Section 330(a); and for the actual
and necessary expenses incurred by a creditor or an informal
committee in making a substantial contribution in a case.

According to Mr. Klauder, the Libby Claimants cannot make out a
case for substantial contribution until it is determined what
services they and their professionals performed and whether the
Libby Claimants provided substantial contribution to the estate.  
Hence, it is impossible for the Libby Claimants to prove
substantial contribution at this time because there is no way to
show now that the Libby Claimants meet the required standard,
which would be the first step in proving that the fees and
expenses are allowable under Section 503(b)(4).

Moreover, the payment of expenses for the Libby Claimants is in
pursuit of their own interest, rather than pursuing benefit for
the estate.  The Libby Claimants want to represent and protect
their own interest and want the estate to pay for that.  While
the Libby Claimants may have legitimate claims, the Bankruptcy
Code is not set up to allow the Debtors' estate to pay these fees
and expenses.

Mr. Klauder notes that the Libby Claimants have asked the U.S.
Trustee in March 2006 to appoint an official committee consisting
of Libby Claimants or, alternatively, a sub-committee of the PI
Committee.  The U.S. Trustee filtered that request to the major
constituents in the case, seeking their comments and positions.  
The U.S. Trustee has yet to make a decision on that committee
request.

(2) Creditors Committee

The Official Committee of Unsecured Creditors contends that the
Libby Claimants have not met their burden of proving that:

   -- they have materially different claims;

   -- they have vastly conflicting interests from the other
      creditors represented by the PI Committee; and

   -- they are not adequate represented.

The Creditors Committee points out that at least one member of
the PI Committee is a Libby Claimant and is represented on the PI
Committee through McGarvey Heberling.

In addition, the Creditors Committee argues that the Libby
Claimants' Motion does not set forth any basis for the Court to
determine that the injuries allegedly sustained by the Libby
Claimants are significantly different than the injuries sustained
by any other asbestos personal injury claimant.  Moreover, that
the PI Estimation may involve Libby-specific issues indicates
that the evidence to prove or disprove the Libby Claimants'
allegations is bound up with the PI Estimation itself and, thus,
the Libby Claimants' request seems premature.

The Creditors Committee also notes that the PI Committee
represents the interests of all asbestos claimants -- those with
mesothelioma, lung cancer, other types of malignancies and
subgroups without malignancies.  Each of these categories has
interests somewhat diverse because the amounts ultimately to be
paid to the claimants will differ depending on the disease.  The
Libby Claimants' position with respect to the group of claimants
is no different, the Creditors Committee says.

(3) Debtors

By requesting that their attorneys be paid separately form the
attorneys representing the PI Committee as a whole, the Libby
Claimants, in essence, is asking the Court to appoint the Libby
Claimants as a separate committee, the Debtors tell Judge
Fitzgerald.

The Debtors contend that the Libby Claimants have not
demonstrated extraordinary circumstances that would warrant
appointment of a new committee or payment of fees.  The Libby
Claimants have not alleged -- nor is there any indication -- that
the PI Committee functions in anything other than an efficient
and effective manner.  The PI Committee also includes a
representative of the Libby Claimants and through counsel, the
Libby Claimants appear to be active on the PI Committee.

The Debtors also assert that the Libby Claimants' allegation of
"divergent interests" -- even if true -- does not require
appointment of a new committee or payment of fees.  These facts
do not support the Libby Claimants' contention that the PI
Committee cannot continue to present the common interests of the
personal injury claimants.

The Debtors point out that in past bankruptcies, PI Committees
routinely represented claimants with diverging interests despite
the fact that some would receive greater compensation than
others.

To the extent that the "Libby tremolite disease" assertion
becomes an important issue in the estimation, and the PI
Committee is "unable" to represent the Libby Claimants' interest
due to a true conflict, the Debtors contend that the Libby
Claimants' counsel will represent the Libby Claimants' interest
as they have done since the Petition Date.

                  PI Committee Supports Request

The Official Committee of Asbestos Personal Injury Claimants does
not believe it is in a position to assert the contentions of the
Libby Claimants at the Estimation Hearing, as a result of its
fiduciary obligations to all asbestos personal injury claimants
in general.

Mark T. Hurford, Esq., at Campbell & Levine, LLC, in Wilmington,
Delaware, tells Judge Fitzgerald that the Debtors have identified
numerous witnesses to address Libby-related issues at the
Estimation Hearing.  It is clear from the Debtors' actions that
they recognize the importance and potential significance of the
Libby Claimants' asbestos personal injury claims in these
bankruptcy cases.

The Debtors even acknowledged in their request for discovery from
Dr. Alan C. Whitehouse, that the Libby Claimants' assertions
"have emerged as critical issues in both the estimation
litigation and with respect to settlement negotiations," and that
"the Libby Claimants will continue to advocate their alleged
uniqueness throughout the estimation proceeding."

"[I]t is apparent to the PI Committee that the Libby Claimants
will continue to push for separate treatment not only through the
Estimation Hearing, but under any Trust Distribution Procedures
approved under a Plan," Mr. Hurford says.

According to Mr. Hurford, it is of critical importance to the PI
Committee that it, and the Court, fully understand the Libby
Claimants assertions concerning Libby tremolite asbestos disease
as they continue to be an issue for not only the Estimation
Hearing, but with respect to settlement and Plan negotiations.  
For the Libby Claimants to have an adequate voice, and not be
disadvantaged in the case vis-a-vis other creditor groups, their
counsel and experts should be compensated by the Debtors' estates
like the other creditor groups.

               Libby Claimants Replace Dr. Egilman

Dr. David Egilman has notified the Libby Claimants that he will
be unavailable to act as an expert in the Debtors' Chapter 11
cases.  Accordingly, the Libby Claimants propose to substitute
Dr. Bruce W. Case for Dr. Egilman so that they may have an expert
to call in the event that Grace raises medical issues specific to
them.

Dr. Case currently serves at the Department of Pathology of
Montreal General Hospital, in Montreal, Quebec.  Dr. Case has a
diploma in Occupational Hygiene.

The Libby Claimants assure Judge Fitzgerald that no party will be
adversely affected by the substitution of Dr. Egilman by Dr. Case
at this early stage of the estimation proceeding.

The Libby Claimants did not disclose Dr. Case's hourly rate.

The Libby Claimants reserve their rights to substitute and add
experts as further discovery and investigation may warrant.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. D. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Elihu Inselbuch, Esq., and
Nathan D. Finch, Esq., at Caplin & Drysdalerepresent the
Official Committee of Asbestos Personal Injury Claimants.  
The Asbestos Committee of Property Damage Claimants tapped
Scott L. Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin
Sumberg Baena Price & Axelrod LLP to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.


W.R. GRACE: CHL Administration's Claim Cut 65% to $1.7 Million
--------------------------------------------------------------
The Miller Products Company acquired in 1959 a property located
at 7737 N.E. Killingsworth, in Portland, Oregon, and formulated
horticultural chemicals on the site.

W.R. Grace & Co. later acquired the Miller's assets in 1966 and
expanded the pesticide formulation operations.  Grace continued
to operate the facility as its division under the Miller Products
Company.

In August 1970, CHL Administration, Inc., purchased the
Killingsworth Street Property from Grace.  CHL Administration
continued to formulate pesticides at the Killingsworth Street
Property until 1996, at which time CHL Administration ceased
production at the facility and decommissioned the plant.

CHL Administration entered into a voluntary agreement with the
Oregon Department of Environmental Quality in December 2001 to
perform a remedial investigation and potential remediation to
address soil and groundwater contamination at the Killingsworth
Street Property.

CHL Administration then filed Claim No. 851 against the Debtors
asserting an unsecured, non-priority claim for an unliquidated
amount relating to remediation of the Killingsworth Street
Property.

Claim No. 851 alleged that Grace was liable to CHL Administration
for remedial action costs pursuant to Oregon law and response
costs under the Comprehensive Environmental Response,
Compensation and Liability Act.

Subsequently, the Debtors objected to Claim No. 851.  In the
course of discussions regarding cost recovery on the
Killingsworth Street Property, CHL Administration provided to the
Debtors documentation supporting its $4,800,000 estimate of the
total costs to complete remediation.  The costs consist of:

   -- $1,500,000 in past investigation costs;

   -- $730,000 in remaining costs to complete the ODEQ-approved
      onsite remedy; and

   -- $2,570,000 in estimated future costs for offsite
      investigation and possible remediation.

Following consensual negotiations, the parties reached a
settlement, which provides for the resolution and allowance of
Claim No. 851 as an unsecured, prepetition, non-priority claim
for $1,700,000.

Under the Settlement, CHL Administration will not be entitled to
interest on the allowed amount with respect to any period before
the effective date of a continued Chapter 11 plan or plans with
respect to the Debtors.

The $1,700,000 Settlement Amount represents approximately 35% of
the total investigation and remediation costs.  Under one method
of allocating responsibility, Grace could be responsible for as
much as 64% of the response costs based on the years of
chlorinated pesticide formulating activities at the site.  CHL
Administration has argued that Grace is responsible for
substantially all of the response costs.

Furthermore, the Settlement provides that all other amounts
outlined in or related to Claim No. 851 will be disallowed and
expunged.  CHL Administration will be forever barred from
asserting any additional claims against the Debtors with respect
to the matters covered by the Settlement, including all costs of
investigation, remediation, monitoring and maintenance associated
with releases at or emanating from the Killingsworth Street
Property.

CHL Administration also agrees to indemnify the Debtors against
any and all claims under CERCLA or the Oregon Environmental
Cleanup Law by any party at any time with respect to the Settled
Matters.

In the event that the Settlement becomes null and void for any
reason, Claim No. 851 will be deemed fully reinstated, subject,
however, to the Debtors' defenses, counterclaims and offsets, and
credits for payments that CHL Administration has received.

However, neither the Settlement nor its nullification pursuant to
its terms will create a right that does not presently exist for
CHL Administration or any other party to file additional claims
with respect to those matters, nor waive any defense that the
Debtors may have against those claims.

CHL Administration also agrees to settle its claim for a lesser
sum than it believes is due, in reliance on the proposed
treatment of general unsecured claims described in the Debtors'
amended joint plan of reorganization dated January 13, 2005.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub LLP, in Wilmington, Delaware, tells the Bankruptcy
Court that under the 2005 Plan, general unsecured claims in Class
9 would be paid in full, with payment being made 85% in cash and
15 % in common stock of the reorganized Grace.

In recognition of that reliance, CHL Administration has the
option to void the Settlement if the Plan that is ultimately
confirmed with respect to Grace does not provide for the full
payment of Claim No. 851 in the allowed Settlement amount, or as
soon as practicable, with the payment being at least 85% in cash
and any remainder in common stock of the reorganized Grace.

That option, however, is for the sole benefit of CHL
Administration, Mr. O'Neill says.  In the event CHL
Administration sells or assigns its claim to another party at any
time before the payment under the confirmed plan, that option
terminates.

The Debtors ask the U.S. Bankruptcy Court for the District of
Delaware to approve the Settlement in its entirety.

Mr. O'Neill asserts that the Settlement will allow the Debtors to
resolve the disputes with CHL Administration that currently exist
or may arise in the future with respect to the clean-up of the
Killingsworth Street Property, while avoiding litigation
expenses.

In addition, because disposition of the claim through contested
matters would result in increased expenditures both in terms of
human and financial resources, Mr. O'Neill relates that the
savings to the Debtors' estates resulting from the Settlement
inures to the benefit of all of the Debtors and their estates.

Mr. O'Neill maintains that if the Settlement is not approved by
the Court before December 31, 2006, the Settlement will be null
and void unless mutually agreed upon by the parties.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. D. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Elihu Inselbuch, Esq., and
Nathan D. Finch, Esq., at Caplin & Drysdalerepresent the
Official Committee of Asbestos Personal Injury Claimants.  
The Asbestos Committee of Property Damage Claimants tapped
Scott L. Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin
Sumberg Baena Price & Axelrod LLP to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.


WINN-DIXIE: Associated Grocers Buys Pompano Center for $51 Million
------------------------------------------------------------------
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 the Pompano Beach Distribution Center together with
        all attached improvements, to Associated Grocers or to the
        party submitting a higher or better offer, free and clear
        of liens, claims and interests; and

    (b) take all actions reasonably necessary to effectuate the
        sale of the Assets in accordance with a Facility
        Agreement.

Associated Grocers of Florida, Inc., submitted the final bid of
$51,000,000 representing the highest or otherwise best offer for
the debtors' Pompano Beach Distribution Center and attached
improvements.  

Judge Funk of the U.S. Bankruptcy Court for the Middle District of
Florida approves the Debtors' sale of the assets to Associated
Grocers.

Any agreements or other instruments executed in connection with
the sale may be modified or supplemented by the parties without
further Court order, provided however that:

    (a) the Debtors will first obtain prior written consent of the
        DIP Lender and the Official Committee of Unsecured
        Creditors, which consent will not be unreasonably
        withheld; and

    (b) any modification or supplement does not have a materially
        adverse effect on the Debtors' estates.

In accordance with the Final Financing Order and the
Loan Documents:

    * the senior liens and superpriority administrative Claims or
      Interests of the DIP Lender will attach to the proceeds of
      the sale; and

    * the Debtors will pay the net proceeds from the sale to the
      DIP Lender.

Judge Funk directs all entities presently in possession of the
Assets to surrender them to the Debtors.

Judge Funk clarifies that the Debtors' transfer of the Assets to
Associated Grocers will not result in Associated Grocers'
liability:

    (a) for any Claim Interest against the Debtors or against an
        insider of the Debtors; and

    (b) to the Debtors except as stated in the Facility Agreement
        and the Order.

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


WINN-DIXIE: Wants to Assume 75 Store Leases on Plan Effective Date
------------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to assume 75 store leases as of the effective date of their plan
of reorganization.

To the extent any default exists under any of the Leases, the
Debtors assure the Court that they will satisfy Section 365(b) of
the Bankruptcy Code by paying their landlords the necessary cure
amounts, if any, promptly after the Effective Date.

The 75 Leases and their proposed cure amounts are:

Store                                                   Proposed
  No.   Store Location                                     Cure
-----  --------------                                   --------
    2   2220 County Rd 210 W Ste 200, Jacksonville, FL    $21,807
    6   10915 Baymeadows Rd. Unit 12, Jacksonville, FL     93,213
   30   1080 New Santa Fe Blvd., High Springs, FL          10,875
   80   9866 Baymeadows Road, Jacksonville, FL             10,347
   81   800 S. Marion Street, Lake City, FL                     -
   84   1722 S. 8th Street, Fernandina Beach, FL           81,591
  138   3260 Highway 17, Green Cove Springs, FL                 -
  144   1436 Sr 121 & 1-10, Macclenny, FL                   8,427
  153   7921 Normandy Blvd., Jacksonville, FL                   -
  167   3000 Dunn Avenue, Jacksonville, FL                      -
  176   8650 Argyle Forest Blvd., Jacksonville, FL              -
  209   701 Nw 99th Ave., Pembroke Pines, FL                    -
  217   1199 South Federal Hwy, Pompano Beach, FL          10,810
  218   2581 North Hiatus Road, Cooper City, FL            57,383
  221   2675 S. Military Trail, West Palm Beach, FL             -
  222   901 North Nob Hill Road, Plantation, FL            71,770
  231   5850 Nw 183rd Street, Miami, FL                   140,478
  243   541 West 49th Street, Hialeah, FL                   1,500
  250   17101 Miramar Pkwy, Miramar, FL                         -
  254   11241 S.W. 40th Street, Miami, FL                       -
  256   4770 N. Congress Avenue, Boynton Beach, FL              -
  260   6600 Hypoluxo Road, Lake Worth, FL                289,506
  265   1101 S. Military Trail, Deerfield Beach, FL        14,738
  278   15859 Pines Blvd., Pembroke Pines, FL                   -
  279   Federal Hwy & NE 6th St., Fort Lauderdale, FL           -
  281   4105 State Road 7, Lake Worth, FL                 132,097
  287   14655 SW 104th St., Miami, FL                      29,933
  290   Federal Highway & NE 6th St., Fort Lauderdale, FL       -
  328   92100 Overseas Highway, Tavernier, FL              23,595
  348   7139 W Broward Blvd., Plantation, FL               39,729
  353   9565 W Flagler St., Miami, FL                           -
  356   6356 Forest Hill Blvd., Greenacres, FL             45,284
  359   7480 SW 117 Ave., Miami, FL                             -
  375   3131 Forest Hill Blvd., West Palm Beach, FL        14,839
  426   1571 Westgate Parkway, Dothan, AL                  15,166
  454   2131 Ross Clark Circle, Dothan, AL                 20,451
  460   5841 Atlanta Highway, Montgomery, AL                    -
  463   2730 Eastern Boulevard, Montgomery, AL              9,181
  517   3925 Crosshaven Drive, Birmingham, AL              12,774
  556   4751 Bayou Blvd., Pensacola, FL                         -
  599   187 Baldwin Square, Fairhope, AL                   24,022
  607   12975 Park Blvd., Seminole, FL                          -
  611   18407 US Hwy 41, Lutz, FL                          32,045
  631   2900 Highland Road, Lakeland, FL                   16,110
  637   7851 Palm River Road, Tampa, FL                    43,693
  651   2126 Collier Parkway, Land O' Lakes, FL            69,679
  656   7400 44 Ave West, Bradenton, FL                    14,930
  660   3500 53rd Ave. West, Bradenton, FL                 84,429
  662   14483 S Tamiami Trail, North Port, FL              17,250
  672   12120 Moon Lake Road, New Port Richey, FL           9,098
  698   1049 62 Ave North, St Petersburg, FL               16,834
  736   3280 Tamiami Trail, Port Charlotte, FL                  -
  737   2000 Kings Highway, Port Charlotte, FL             94,409
  777   9535 E Fowler Ave., Thonotosassa, FL                  900
1403   1841 Almonaster St., New Orleans, LA                1,400
1404   8601 Jefferson Highway, River Ridge, LA                 -
1449   804 W. Oak Street, Amite, LA                        4,291
1537   2302 W. Thomas Street, Hammond, LA                 46,526
1766   6825 Burlington Pike, Florence, KY                      -
1852   175 Haynes Bridge., Alpharetta, GA                      -
2211   2640 NE 14th St., Ocala, FL                        13,409
2213   4417 NW Blitchton Road, Ocala, FL                  84,435
2217   6405 W Gulf To Lake Hwy, Crystal River, FL          6,914
2230   190 Malabar Rd SW, Palm Bay, FL                    21,996
2258   1541 Nova Road, Holly Hill, FL                      8,629
2265   900 Cypress Parkway, Poinciana, FL                  8,987
2267   7382 E. Curry Ford Rd., Orlando, FL                 5,442
2289   8445 SW Hwy 200, Ste # 131, Ocala, FL                   -
2301   2722 N. Pine Hills Rd., Orlando, FL                13,869
2311   4025 S Nova Road, Port Orange, FL                  95,391
2323   5739 Edgewater Drive, Orlando, FL                       -
2330   1450 N. Courtenay, Merritt Island, FL               2,631
2333   5270 Babcock St. Units 29 & 30, Palm Bay, FL       69,509
2348   281 SW Port St. Lucie Blvd., Pt St Lucie, FL            -
2602   5134 Firestone Road, Jacksonville, FL              93,771

If there is no Effective Date, the Debtors tell the Court that
they will not assume the Leases and no payments will be made on
the cure amounts.

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


WINN-DIXIE: Assumption of Modified Hallmark Marketing Pact Okayed
-----------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates obtained
authority from Judge Funk of the U.S. Bankruptcy Court for the
Middle District of Florida to:

    (a) approve their assumption of the Modified Expressions from
        Hallmark Marketing Agreement;

    (b) require the Debtors to pay $3,969,000 to Hallmark
        Marketing Corporation as cure;

    (c) hold that, with the payment, all requirements of Section
        365(b)(1) are satisfied or waived; and

    (d) disallow Claim Nos. 7292 and 7293.

As reported in the Troubled Company Reporter on May 12, 2006,
procurement, Inc., and Hallmark Marketing Corporation are
parties to the Expressions from Hallmark Marketing Agreement
dated April 19, 2002, as amended.  Under the Prepetition
Agreement, Procurement obtains greeting cards and other personal
expression products from Hallmark for sale in the Debtors'
stores.

According to D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, in New York, the Prepetition Agreement has become
economically unfavorable to the Debtors because it:

    (1) contains a volume quota that obligates the Debtors to
        purchase from Hallmark, wholesale product valued at
        $262,886,000, with the term of the agreement continuing
        until the volume quota is satisfied.  As of March 31,
        2006, the Debtors have made wholesale product purchases of
        $84,000,000.  At their current level of purchasing, the
        Debtors estimate that they would be bound to the
        Prepetition Agreement for at least another 10 years; and

    (2) requires the Debtors to devote an aggregate of 101,861
        permanent linear feet of store space to the display of
        Hallmark's products.  With the recent footprint
        reductions, the Debtors have fallen far short of that
        requirement.

As a consequence, the Prepetition Agreement allows Hallmark, at
its option:

    (a) to obtain a prorated refund from the Debtors of previously
        paid signing bonus and department replacement allowance
        amounts of $7,800,000; or

    (b) to increase the amount of the volume quota.

Mr. Baker related that the Debtors and Hallmark agreed to modify
the volume quota and linear footage terms of the Prepetition
Agreement, which is reflected in the Second Addendum to
Expressions from Hallmark Marketing Agreement.  The Second
Addendum provides that:

    (a) Hallmark will reduce the volume quota, of which
        $178,886,000 would otherwise remain outstanding, to
        $61,000,000 for the period after March 31, 2006;

    (b) Hallmark will eliminate the linear footage requirement and
        the penalties for failing to satisfy the linear footage
        requirement; and

    (c) the Debtors will pay Hallmark $3,969,000 in full and
        complete satisfaction of obligations existing under the
        Prepetition Agreement, representing a substantial discount
        of the amount that Hallmark would otherwise assert as
        cure.

The Postpetition Amendment contemplates that the Debtors will
move to assume the Prepetition Agreement as modified by the
Postpetition Amendment.  In conjunction with assumption of
the Modified Agreement, Hallmark has agreed that, subject to
payment of $3,969,000, all liabilities as to which cure or
compensation would otherwise be required under Section 365(b)(1)
of the Bankruptcy Code have been satisfied or waived.

With the agreement, the proofs of claim filed by Hallmark against
the Debtors would be disallowed in full including (i) Claim No.
7292 filed against Procurement for $38,829,976 and (ii) Claim No.
7293 filed against the Debtors for $38,829,976.

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


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re Asset Verification Inc.
   Bankr. N.D. Ill. Case No. 06-05724
      Chapter 11 Petition filed May 18, 2006
         See http://bankrupt.com/misc/ilnb06-05724.pdf

In re Broadway Palace Cafe, Inc.
   Bankr. S.D.N.Y. Case No. 06-11103
      Chapter 11 Petition filed May 18, 2006
         See http://bankrupt.com/misc/nysb06-11103.pdf

In re Corporate Copy II, LLC
   Bankr. E.D. Va. Case No. 06-10507
      Chapter 11 Petition filed May 18, 2006
         See http://bankrupt.com/misc/vaeb06-10507.pdf

In re Dayspring-Fitch & Sons Funeral Home Inc.
   Bankr. W.D. Wash. Case No. 06-11540
      Chapter 11 Petition filed 18, 2006
         See http://bankrupt.com/misc/wawb06-11540.pdf

In re Fitness and Wellness Solutions, Inc.
   Bankr. W.D. Va. Case No. 06-70475
      Chapter 11 Petition filed May 18, 2006
         See http://bankrupt.com/misc/vawb06-70475.pdf

In re Pied Piper Playhouse, Inc.
   Bankr. S.D. Miss. Case No. 06-00767
      Chapter 11 Petition filed May 18, 2006
         See http://bankrupt.com/misc/mssb06-00767.pdf

In re Rage Creations, LLC
   Bankr. D. Md. Case No. 06-12856
      Chapter 11 Petition filed May 18, 2006
         See http://bankrupt.com/misc/mdb06-12856.pdf

In re Shamrock Hills Golf Club, Inc.
   Bankr. N.D. Ind. Case No. 06-30571
      Chapter 11 Petition filed May 18, 2006
         See http://bankrupt.com/misc/innb06-30571.pdf

In re Stratford Pipe & Engineering
   Bankr. D. Conn. Case No. 06-30715
      Chapter 11 Petition filed May 18, 2006
         See http://bankrupt.com/misc/ctb06-30715.pdf

In re Weaver Custom Construction, Inc.
   Bankr. N.D. Ga. Case No. 06-20688
      Chapter 11 Petition filed May 18, 2006
         See http://bankrupt.com/misc/ganb06-20688.pdf

In re Bruce Allen Seymour
   Bankr. E.D. Calif. Case No. 06-21675
      Chapter 11 Petition filed May 19, 2006
         See http://bankrupt.com/misc/caeb06-21675.pdf

In re Century 23 Realty Corp.
   Bankr. E.D.N.Y. Case No. 06-71108
      Chapter 11 Petition filed May 19, 2006
         See http://bankrupt.com/misc/nyeb06-71108.pdf

In re Green Knoll Concrete, Inc.
   Bankr. W.D.N.Y. Case No. 06-20815
      Chapter 11 Petition filed May 19, 2006
         See http://bankrupt.com/misc/nywb06-20815.pdf

In re Margaret Blessing
   Bankr. W.D. Pa. Case No. 06-22232
      Chapter 11 Petition filed May 19, 2006
         See http://bankrupt.com/misc/pawb06-22232.pdf

In re Payment Solutions of TN Inc.
   Bankr. M.D. Tenn. Case No. 06-02471
      Chapter 11 Petition filed May 19, 2006
         See http://bankrupt.com/misc/tnmb06-02471.pdf

In re The Boathouse Cafe, Inc.
   Bankr. E.D. Va. Case No. 06-31219
      Chapter 11 Petition filed May 19, 2006
         See http://bankrupt.com/misc/vaeb06-31219.pdf

In re Curb's Candle Co. LLC
   Bankr. N.D. Ohio Case No. 06-31178
      Chapter 11 Petition filed May 22, 2006
         See http://bankrupt.com/misc/ohnb06-31178.pdf

In re M & T Ventures, Inc.
   Bankr. M.D. Ala. Case No. 06-10447
      Chapter 11 Petition filed May 22, 2006
         See http://bankrupt.com/misc/almb06-10447.pdf

In re MV Trading Corporation
   Bankr. D. P.R. Case No. 06-01582
      Chapter 11 Petition filed May 22, 2006
         See http://bankrupt.com/misc/prb06-01582.pdf

In re Royce L. Lewis
   Bankr. E.D. Ark. Case No. 06-11998
      Chapter 11 Petition filed May 22, 2006
         See http://bankrupt.com/misc/akeb06-11998.pdf

In re Sidney Lester Soffer
   Bankr. D. Nev. Case No. 06-11091
      Chapter 11 Petition filed May 22, 2006
         See http://bankrupt.com/misc/nvb06-11091.pdf

In re PC Drilling, Inc.
   Bankr. D. Ariz. Case No. 06-01520
      Chapter 11 Petition filed May 23, 2006
         See http://bankrupt.com/misc/azb06-01520.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero Jainga, Joel Anthony
Lopez, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Cherry A.
Soriano-Baaclo, Christian Q. Salta, Jason A. Nieva, Lucilo M.
Pinili, Jr., Tara Marie A. Martin and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***