TCR_Public/060529.mbx           T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, May 29, 2006, Vol. 10, No. 126

                             Headlines

ACE SECURITIES: Fitch Lowers Class M-6 Certificates' Rating to BB-
ACXIOM CORP: Earns $131.1 Million in Fiscal Year 2006
ADELPHIA COMMS: Wants Aid in Asset Sale to Time Warner & Comcast
AFFINIA GROUP: Moody's Affirms Caa2 Rating on Senior Sub. Notes
AIRADIGM COMMUNICATIONS: Section 341(a) Meeting Set for June 8

AIRADIGM COMMUNICATIONS: Has Until June 6 to File Schedules
AIRBASE SERVICES: Trustee Taps D.A. Davidson as Financial Advisor
AIRBASE SERVICES: Section 341(a) Meeting Scheduled for June 20
ALLEGHENY ENERGY: Unit Obtains $967 Million Credit Facility
ALLEGHENY ENERGY: Mulls Transmission Expansion Under PJM Plan

ALLIANCE LAUNDRY: Acquires LSG's Laundry Division for EUR59 Mil.
AMR CORP: Completes Offer for 15,002,091 Common Stock Shares
ANNA NICOLE SMITH: Probate Dispute Remanded to 9th Cir.
ASARCO LLC: Wants The Claro Group as Insurance-Recovery Advisor
ASARCO LLC: Wachovia Wants Equipment Leases Decided Tomorrow

ASPECT SOFTWARE: Moody's Assigns Caa1 Rating to $385M Term Loan
ASSET BACKED: Moody's Assigns Low-B Rating on Two Cert. Classes
ATLANTIC MUTUAL: S&P Holds Notes' Rating at CCC With Neg. Outlook
ATTACHMATE CORP: S&P Rates Proposed $340 Million Facilities at B
AVANEX CORP: Posts $10.2 Mil. Net Loss in 2006 Third Fiscal Qtr.

AVONDALE MILLS: S&P Downgrades Corporate Credit Rating to CC
BEAR STEARNS: Moody's Lowers Rating on $17.8 Mil. of Certs. to C
BERRY-HILL GALLERIES: Has Until Aug. 7 to File Chapter 11 Plan
BOUNDLESS MOTOR: Completes $12 Million Preferred Stock Sale
BOYDS COLLECTION: Robert Coccoluto Replaces Jan Murley as CEO

BRANDS SERVICES: Moody's Places Junk-Rated $150MM Notes on Review
BRAND SERVICES: S&P Puts CCC+ Subordinated Rating on CreditWatch
CALABASH RE: S&P Assigns BB Rating to $100 Million Class A-1 Notes
CENVEO CORP: S&P Rates Planned $525 Million Credit Facility at BB-
CHARLES RIVER: Selling Clinical Services to Kendle for $215 Mil.

CITIBANK MUTUAL: Moody's Cuts Rating on Two Securities to Ca
CLEARSTORY SYSTEMS: Moves to Voluntarily Deregister Stock
COMMERCIAL MORTGAGE: Moody's Junks Rating on $8.9MM Class M Certs.
CONTINENTAL AIRLINES: S&P Rates $130MM Class B Certificates at B+
CORUS GROUP: Sells Rolled Aluminum Unit to Aleris for EUR826 Mil.

CREDIT SUISSE: S&P Upgrades Class L Certificates' Rating to BB-
CVEK BUILDERS: Case Summary & 19 Largest Unsecured Creditors
DOBSON COMMS: Prices Tender Offer for Unit's Sr. Secured Notes
DOLE FOOD: Fitch Downgrades Senior Unsecured Debt Rating to CCC+
EAGLEPICHER HOLDINGS: Court Sets 3-Day Plan Confirmation Hearing

ELLIEGRAPHICS LTD: Assignee Auctioning Equipment on May 31
ENRON: Settling Dispute with Water District of Southern Calif.
ENRON CORP: District Court Approves $6.6B Class Suit Settlements
EPIXTAR CORP: McClain & Co Steps Down as Independent Auditor
FALCON AIR: Section 341(a) Meeting Scheduled for June 20

FDL INC: Objects to Fifth Third's Trustee Appointment Motion
FDL INC: Committee Withholds Position on Trustee's Appointment
FEP TRUST: Moody's Junks Rating on Four Classes of Notes
FORD MOTOR: Board Approves Terms of President's Retirement
FORD MOTOR: S&P Places BB- Long-Term Rating on Negative Watch

FUTURE MEDIA: Court Approves Levene Neale as Bankruptcy Counsel
FUTURE MEDIA: Court Approves Atala LLC as Financial Consultant
GMAC COMMERCIAL: Moody's Holds Caa2 Rating on $5.2MM of Certs.
GMAC COMMERCIAL: S&P Affirms Six Cert. Classes' Low-B Ratings
GRAFTECH INT'L: Hires Mark Widmar as Chief Financial Officer

GRAHAM PACKAGING: Fitch Puts CCC Rating on Sr. Subordinated Notes
GREENS WORLDWIDE: Posts $5.9 Mil. Net Loss in 2006 1st Fiscal Qtr.
HASTINGS MANUFACTURING: Court Converts Case to Ch. 7 Liquidation
HCA INC: S&P Assigns BB+ Rating to Sr. Unsecured Debt Securities
HOLLINGER INT'L: Settles Tweedy Browne Lawsuit for $3.5 Million

INTELSAT LTD: Names New Sr. Management Members to Finance Team
INVERNESS MEDICAL: Buying 49% of TechLab Stock
JAMES ACHEY: Case Summary & 19 Largest Unsecured Creditors
KENT FUNDING: Moody's Puts Rating on $3 Mil. Class E Notes at Ba1
KL INDUSTRIES: Court Okays Shaw Gussis as Bankruptcy Counsel

KL INDUSTRIES: Panel Hires Winston & Strawn as Bankruptcy Counsel
LAND O'LAKES: MoArk Unit Sells Part of Assets to Golden Oval Eggs
LARRY'S MARKETS: Section 341(a) Meeting Scheduled for June 12
LEHMAN ABS: S&P Puts Class B-1 Debt's CCC Rating on Negative Watch
LIFECARE HOLDINGS: S&P Affirms Notes' B Rating With Neg. Outlook

LOVESAC CORP: Seeks Court Nod to Reject Pittsburgh Mills Lease
MAXXAM INC: Palco Provides Asset Information to Potential Lenders
MERIDIAN AUTOMOTIVE: Files Amended Plan of Reorganization
MERRILL LYNCH: Fitch Affirms Class B-2 Loan's BB Rating
MERRILL LYNCH: DBRS Holds Low-B Rating on 6 Certificate Classes

NASH FINCH: S&P Affirms B+ Corporate Credit & Bank Loan Ratings
NBC/AUSTIN WINDRIDGE: Taps Fuqua & Keim as Bankruptcy Counsel
NBC/AUSTIN WINDRIDGE: Files Schedules of Assets and Liabilities
NICKOLAS ENVIRONMENTAL: Involuntary Chapter 11 Case Summary
OCA INC: Court OKs William Steffes as Committee's Local Counsel

ON SEMICONDUCTOR: Completes $105 Mil. Purchase of LSI Logic Unit
OWENS CORNING: Asks Court to OK J.P. Morgan Equity Commitment Pact
PHOTOWORKS INC: Posts $933,000 Net Loss in 2006 Second Quarter
PLAINS EXPLORATION: S&P Holds BB Corp. Credit Rating on Neg. Watch
PLIANT CORP: All Voting Classes Approve Plan of Reorganization

POGO PRODUCING: S&P Holds BB Corp. Credit Rating With Neg. Outlook
PULL'R HOLDINGS: Wants Robinson Diamant as Bankruptcy Counsel
Q TELEVISION: Signal Broadcasting Programming Terminated
RAPID PAYROLL: Section 341(a) Meeting Scheduled for June 21
REXNORD CORP: S&P Maintains B+ Rating & Revises Watch to Negative

ROCK-TENN: Moody's Confirms Corporate Family Rating at Ba2
ROO GROUP: Losses & Negative Cash Flows Spur Going Concern Doubt
ROTECH HEALTHCARE: S&P Lowers Rating to B- With Negative Outlook
SCRIP ADVANTAGE: Secured Creditors Forecloses Operating Assets
SEALY CORP: Improved Performance Cues S&P to Raise Rating to BB-

SKIN NUVO: Nevada Court Approves Amended Disclosure Statement
SOUTHERN UNION: Moves Schedule for Remarketing of 2.75% Sr. Notes
STIRLING COOKE: Scheme Creditors' Meeting Set on July 5
SURGILIGHT INC: March 31 Balance Sheet Upside Down by $925,230
SYBRON DENTAL: Closed Acquisition Cues S&P to Withdraw BB+ Rating

TENSAR CORP: Tensar Group Acquisition Cues S&P to Affirm B- Rating
THINKPATH INC: Posts $371,656 Net Loss in 2006 1st Fiscal Quarter
TRINITY INDUSTRIES: Moody's Holds Corporate Family Rating at Ba2
UNITED COMPONENTS: Earns $4.8 Million During 2006 First Quarter
USG CORP: Wants to Enter into $2.8-Bil. Exit Financing Facilities

VERIDIEN CORP: March 31 Balance Sheet Upside Down By $5.9 Million
VILLAJE DEL RIO: Files Schedules of Assets and Liabilities
VISTEON CORP: S&P Assigns B+ Rating to New $800 Million Term Loan
WARNER MUSIC: Fitch Assigns BB- Issuer Default Rating
WESTLAND HOLDINGS: Moody's Puts Low-B Rating on Planned Term Loans

WESTPORT COMMUNITY: Section 341(a) Meeting Scheduled for June 14
WILLIAMS COS: Building New Pipelines Under ONEOK Joint Venture
WILLIAMS PARTNERS: Fitch Rates Proposed $150 Million Notes at BB
X-RITE INC: S&P Assigns B+ Rating to Proposed $160 Million Loan
XYBERNAUT CORP: Fails to Attract Qualified Bids for IP Assets

YUKOS OIL: Sells 53.7% Mazeikiu Stake to PKN Orlen for $1.49BB

* Bill Donohue Joins Alvarez & Marsal as Managing Director in NY
* FTI Hires Kevin Shultz, Terry Orr, Craig Earnshaw & Bruce Benson

* BOND PRICING: For the week of May 22 - May 26, 2006

                             *********

ACE SECURITIES: Fitch Lowers Class M-6 Certificates' Rating to BB-
------------------------------------------------------------------
Fitch took these rating actions on Ace Securities Corporation's
asset backed pass-through certificates, series 2004-HE1:

  -- Class A affirmed at 'AAA'

  -- Class M-1 affirmed at 'AA'

  -- Class M-2 affirmed at 'A'

  -- Class M-3 affirmed at 'A-'

  -- Class M-4 downgraded to 'BBB' from 'BBB+', removed from
     Rating Watch Negative

  -- Class M-5 downgraded to 'BB' from 'BBB', removed from Rating
     Watch Negative

  -- Class M-6 downgraded to 'BB-' from 'BBB-', removed from
     Rating Watch Negative

The affirmations affect approximately $78.64 million in
outstanding certificates and reflect adequate relationships of
credit enhancement to future loss expectations.

The downgrades of classes M-4, M-5 and M-6 are due to higher than
expected monthly losses, which have caused significant
deterioration in the overcollateralization amount, and affect
approximately $15.12 million of outstanding certificates.

As of the April 2006 distribution date, the OC amount of $377,088
is below the target amount of $2,134,184.  Fitch expects the OC to
be depleted within the next couple of months and class B (not
rated by Fitch) to start taking write-downs, which will put
classes M-4, M-5 and M-6 at a greater risk of future losses.
Cumulative losses to date (2.03%) and loans more than sixty days
delinquent (21.45%) are higher than initially expected at this
point in the transaction's seasoning.

The loans were initially acquired by various originators
including:

   * People's Choice Home Loan, Inc. (39.52%);
   * Ameriquest Mortgage Company (23.74%); and
   * Oakmont Mortgage (11.74%).

As of the closing date, the average principal balance of the
mortgage loans was approximately $104,036 and the weighted average
combined loan-to-value ratio was approximately 82%.  Loans with a
loan balance less than $100,000 and a LTV greater then 85% have
made up a disproportionately large share of the losses to date, as
have loans located in Rust-Belt states (Indiana, Michigan, Ohio,
Illinois) and the state of Texas.

The pool is seasoned 25 months, and as such, has not yet reached
the step-down date (when, barring a performance trigger breach due
to high delinquencies or cumulative losses, the level of OC
required to be maintained in the transaction is reduced or
'stepped down').  The transaction has a pool factor (current
principal balance as a percentage of original) of 29%.  The
mortgage pool consists of conventional, first and second lien,
adjustable- and fixed-rate residential mortgage loans.  The
properties are primarily located in:

   * California,
   * New York, and
   * Florida.

The mortgage loans are master serviced by Wells Fargo Bank, N.A.
(rated 'RMS1' by Fitch).


ACXIOM CORP: Earns $131.1 Million in Fiscal Year 2006
-----------------------------------------------------
Acxiom Corporation reported fourth-quarter and full-year financial
results for fiscal 2006 ended March 31, 2006.  Fourth-quarter
results include revenue of $344.3 million, income from operations
of $44.6 million, operating cash flow of $74.2 million and free
cash flow of $52.5 million.

Full 2006 fiscal-year results include revenue of $1.333 billion
and income from operations of $131.1 million.  These results
include the impact of net pre-tax charges of $15.8 million
described in the Company's second quarter earnings release.
Operating cash flow for the year was $275.8 million and free cash
flow was $201.8 million, both record results.

"We have accomplished what we said we would after a challenging
first quarter of the fiscal year," Company Leader Charles D.
Morgan said.  "We met or exceeded all of our fiscal year Financial
Road Map targets for total company performance and U.S. results.
International revenue results for the year were at the high end of
the revised Road Map range that we set after Q1 and exceeded the
adjusted operating margin target for the full year that we set
after Q3 results.  Our cash flow reached a record level, we have
an impressive list of new contracts and the committed pipeline is
promising.  Based on our team's execution of the strategies for
the business, we are confident that the revenue and earnings will
be in line with the fiscal 2007 projections in the Financial Road
Map."

                       Road Map and Outlook

Fiscal 2006 U.S. revenue of $1.148 billion was within the target
range of $1.140 billion to $1.160 billion included in the
Company's Financial Road Map (December 31, 2005).  International
revenue of $184.9 million for the year was within the target range
of $170 million to $190 million.  Adjusted U.S. operating margin
of 12.4% for fiscal 2006 was at the high end of the target range
of 11.5 to 12.5%.  International margin of 2.5% was above the
target range of 1 to 2% that was projected in the updated Road Map
adjusted for third quarter results.  Return on Invested Capital
for the 2006 fiscal year was 11.4%, which is near the mid-point of
the fiscal 2006 target range of 11 to 12%.

Acxiom's current Financial Road Map (March 31, 2006) reflects the
Company's current expectations for fiscal year 2007, and the long-
term goals reflect expected performance in fiscal 2010.  For the
fiscal year ended March 31, 2007, the Company estimates that: U.S.
revenue will grow 7% to 10%, the U.S. operating margins will be
14% to 15%, international revenue will grow 0% to 5% and
international margin will be 2% to 4%.

Headquartered in Little Rock, Arkansas, Acxiom Corporation
(Nasdaq: ACXM) -- http://www.acxiom.com/-- integrates data,
services and technology to create and deliver customer and
information management solutions for many of the largest, most
respected companies in the world.  The core components of Acxiom's
innovative solutions are Customer Data Integration technology,
data, database services, IT outsourcing, consulting and analytics,
and privacy leadership.

                         *     *     *

As reported in the Troubled Company Reporter on July 15, 2005,
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on Little Rock, Arkansas-based Acxiom Corp.


ADELPHIA COMMS: Wants Aid in Asset Sale to Time Warner & Comcast
----------------------------------------------------------------
Adelphia Communications Corporation sought, on May 26, 2006,
authority from the U.S. Bankruptcy Court for the Southern District
of New York to proceed with its asset sale to a subsidiary of Time
Warner Cable and a portion of its asset sale to Comcast
Corporation without first confirming a Chapter 11 Plan of
Reorganization.  If the motion is granted, it will increase the
likelihood of the transaction being completed in a timely manner.

Adelphia currently anticipates that a hearing to approve certain
amended bid protections will be held on or about June 8, followed
by a hearing to approve the sale, as well as a Plan of
Reorganization related to Adelphia's joint ventures with Comcast,
on or about June 27.

Time Warner Cable and Comcast are working closely with Adelphia to
find the swiftest path to accomplish the sale.  Adelphia's motion
was prompted by an ongoing dispute between certain creditor
groups over how to distribute the sale proceeds, which has delayed
resolution of Adelphia's bankruptcy, a prerequisite for closing
the asset sale under the current terms of the deal.  Court
approval would authorize limited amendments to the sale agreements
that would allow the asset sale to Time Warner Cable and certain
of the assets to be sold to Comcast to take place without first
confirming a Plan of Reorganization for such assets and without
the corresponding creditors' vote.

Adelphia's majority ownership interest in two joint ventures with
Comcast Corporation, Century-TCI and Parnassos, would still be
sold to Comcast concurrently with the consummation of a Plan of
Reorganization for those joint ventures.  Other assets being
purchased by Comcast would, under the proposal, be purchased
without prior confirmation of a Plan of Reorganization and without
the associated creditors' vote.  The closing of the Comcast and
Time Warner Cable acquisitions are conditioned on one another and
are expected to occur simultaneously.

"Despite our best efforts, the creditors' disputes remain
unresolved," William Schleyer, chairman and CEO of Adelphia, said.
"Removing the requirement for a confirmed Plan of Reorganization
for Adelphia greatly increases the odds of Adelphia's sale
closing in a timely manner.  We believe these modifications
accommodate the desires of creditors to lock in maximum value for
the estate while enabling them to continue settlement discussions
and litigation without the pressure of a looming deadline.

"It has the added benefit of providing greater certainty to our
employees, customers and the local communities we serve who are
anxious to make the transition from a much-improved Adelphia to
even stronger companies in Comcast and Time Warner Cable."

If the modified approach were used, after making distributions to
creditors of the joint ventures pursuant to a Plan, Adelphia would
be comprised of the balance of cash (approximately $12.7 billion,
less cash payments to joint venture creditors) and Time Warner
Cable stock (approximately 16% of the common stock of Time Warner
Cable) used to pay for Adelphia's assets.  The entities other than
the joint ventures would remain in bankruptcy.  The remaining
creditors could continue their negotiations and litigation over
how to distribute the value of the bankruptcy estate.

For Adelphia employees, customers and the communities it serves,
the modifications would have no effect on the well-planned
transition related to operations and job transfers.  There will be
no change in the ultimate ownership of the former Adelphia
systems; at the conclusion of the transactions, the ownership of
such systems will be the same as contemplated under the previous
plan and the separate agreement between Time Warner Cable and
Comcast.

The modifications Adelphia expects to request include a
requirement that Adelphia sell a portion of Time Warner Cable
shares to be received by Adelphia in an underwritten public
offering and a provision that an amount equal to the already
approved breakup fee automatically would be paid or credited
against the purchase price if the sale fails to close by Aug. 31,
2006, under certain circumstances.  There is no assurance that an
asset sale or Plan of Reorganization can be consummated on a
timely basis, if at all.  An asset sale under Section 363 of the
Bankruptcy Code may involve additional transaction-related costs,
which may be substantial.

A full-text copy of the Asset Sale Motion filed with the Court is
available for free at: http://ResearchArchives.com/t/s?9fe

                         About Adelphia

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.


AFFINIA GROUP: Moody's Affirms Caa2 Rating on Senior Sub. Notes
---------------------------------------------------------------
Moody's Investors Service raised the Speculative Grade Liquidity
Rating of Affinia Group Inc. to SGL-2 from SGL-3, and affirmed the
company's long term ratings.  The SGL-2 liquidity rating
represents good liquidity over the next 12 months.

Although Moody's anticipates the company's internal cash flow
generation will be negative due to cash restructuring costs and
will be affected by seasonal working capital needs, it has a
substantial amount of funding capacity from its revolving credit
and securitization facilities to meet cash requirements over the
next 12 months.  Nonetheless, Affinia's financial characteristics
and prospective debt coverage ratios remain consistent with the B3
Corporate Family rating, and its outlook remains negative.

Rating upgraded:

Speculative Grade Liquidity Rating to SGL-2 from SGL-3

Ratings affirmed:

   * Corporate Family, B3
   * Senior Secured 1st Lien bank credit facilities, B2
   * Senior Subordinated Notes, Caa2

At the end of the first quarter of 2006, Affinia's cash balance
stood at $61 million compared to $82 million at the end of
December 2005.  The company has been able to significantly reduce
its investment in working capital over the last year.
Importantly, the first half of the year is the seasonal peak in
working capital requirements, and the company had no borrowings
under its revolving credit or utilization of its receivable
securitization facility as of March 31, 2006.

However, Affinia's ability to further reduce working capital is
likely to diminish going forward, and seasonal variations in
working capital will affect its liquidity profile.  In addition,
cash flows over the next 12 months will be constrained by the
company's restructuring costs.

In total, the company estimates that the restructuring program
will involve pre-tax costs of $152 million over 2006 and 2007,
$110 million of which will be cash expenditures.  The bulk of
restructuring costs in 2006 are expected to be incurred during the
second half of the year.

Combined, these two factors in Moody's opinion would likely result
in break-even to negative free cash flow over the next 12 months.
Going forward, the restructuring program should lower costs,
improve efficiency and reduce excess capacity.  However, savings
are not expected to be fully realized until the 2007 and 2008
timeframe.

Affinia's external liquidity is provided by a $125 million
revolving credit facility, which expires in 2010, and a $100
million receivables facility, which has a term commitment maturing
on November 30, 2009.

The revolver was undrawn as of March 31, 2006 with letters of
credit outstanding of $7 million.  There was no utilization of the
receivables facility at the end of March.

Moody's expects this facility to be used to meet seasonal and cash
restructuring needs during the next 12 months. This would leave
the revolver largely unutilized. These two facilities should
provide ample liquidity over the next 12 months.

Affinia's access to the revolver is subject to compliance with
financial covenants. These include a limit on capital expenditure
levels as well as leverage and interest coverage ratios.  The
December 2005 amendments increased headroom under the company's
leverage covenant and increased flexibility under the covenants by
modifying the definition of Adjusted EBITDA and permitting a
greater portion of cash flow to fund the restructuring program.

At the end of March, the company was in compliance with its
financial covenants which include a maximum net debt to adjusted
EBITDA ratio of 5.5 times and minimum adjusted EBITDA to cash
interest covenant ratio of 2.0 times.

There is a limit of up to $40 million of cash and permitted
investments that can be subtracted from debt to arrive at net debt
for purposes of calculating the leverage ratio covenant.  The
leverage covenant will be stepping down to 5.25 times during the
second half of the year.

The company does not have any meaningful expirations until
November 2009 when the securitization program expires, and has no
material current scheduled debt maturities until November 2011.
The company has minimal scope to arrange alternative liquidity
given the secured nature of the credit facilities and the
facilities' asset sale recapture provisions.

While the restructuring program will cause Affinia to remain in an
elevated leverage condition over the intermediate term, its
financial and debt coverage characteristics remain consistent with
the B3 Corporate Family contemplated by Moody's rating action of
December 1, 2005.

The outlook remains negative as the prospects for material amounts
of free cash flow, which would facilitate debt reduction over the
intermediate term, have been delayed until savings generated by
the restructuring program are realized.  As the restructuring
program is still in its nascent stage, execution risk will
continue until the run-rate from realized savings offsets the
remaining disbursements.  Consequently, the long-term ratings are
unchanged.

Affinia Group Inc., headquartered in Ann Arbor, MI, is a leading
designer, manufacturer and distributor of automotive aftermarket
components for passenger cars, SUVs, light and heavy duty trucks
and off-highway vehicles.  Principal products include brakes,
filtration and chassis components which are sold across North
America, Europe and South America.  Annual revenues are
approximately $2.1 billion.


AIRADIGM COMMUNICATIONS: Section 341(a) Meeting Set for June 8
--------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of Airadigm
Communications, Inc.'s creditors at 10:00 a.m., on June 8, 2006,
at the U.S. Trustee's Office, 780 Regent Street, Suite 307 in
Madison, Wisconsin.  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 Little Chute, Wisconsin, Airadigm Communications,
Inc. -- http://www.eisnteinpcs.com/-- provides local wireless
phone services through its Einstein PCS wireless networking
technology.  The company filed for chapter 11 protection on July
28, 1999 (Bankr. W.D. Wis. Case No. 99-33500).  The Court
confirmed its plan of reorganization in 2000.

The company filed a second chapter 11 petition on May 8, 2006
(Bankr. W.D. Wis. Case No. 06-10930).  Kathryn A. Pamenter, Esq.,
and Ronald Barliant, Esq., at Goldberg, Kohn, Bell, Black,
Rosenbloom & Moritz, Ltd., represent the Debtor in its new
bankruptcy proceedings.  No Official Committee of Unsecured
Creditors has been appointed in the Debtor's new bankruptcy case.
In its second bankruptcy filing, the Debtor estimated assets
between $10 million to $50 million and debts of more than
$100 million.


AIRADIGM COMMUNICATIONS: Has Until June 6 to File Schedules
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Wisconsin
gave Airadigm Communications, Inc., until June 6, 2006, to file
its Schedules and Statement of Financial Affairs.

The Debtor tells the Court that in order to accurately and
completely prepare its schedules, it will need to assemble
information from books and records, reports, agreements, tax
returns and other sources.  The Debtor contends that given the
scope its business operations, particularly the approximately 250
contracts that it has entered into, completing the schedules will
be time consuming.  The Debtor says that the extension will allow
it to better confirm the accuracy of its schedules, thereby
limiting the possibility that it would have to later amend its
schedules at additional expense to its estate.

Headquartered in Little Chute, Wisconsin, Airadigm Communications,
Inc. -- http://www.eisnteinpcs.com/-- provides local wireless
phone services through its Einstein PCS wireless networking
technology.  The company filed for chapter 11 protection on July
28, 1999 (Bankr. W.D. Wis. Case No. 99-33500).  The Court
confirmed its plan of reorganization in 2000.

The company filed a second chapter 11 petition on May 8, 2006
(Bankr. W.D. Wis. Case No. 06-10930).  Kathryn A. Pamenter, Esq.,
and Ronald Barliant, Esq., at Goldberg, Kohn, Bell, Black,
Rosenbloom & Moritz, Ltd., represent the Debtor in its new
bankruptcy proceedings.  No Official Committee of Unsecured
Creditors has been appointed in the Debtor's new bankruptcy case.
In its second bankruptcy filing, the Debtor estimated assets
between $10 million to $50 million and debts of more than
$100 million.


AIRBASE SERVICES: Trustee Taps D.A. Davidson as Financial Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas gave
its interim approval for Dennis Faulker, Chapter 11 Trustee for
Airbase Services, Inc., to employ D.A. Davidson & Co., as his
financial advisor.

D.A. Davidson is expected to:

    (a) finalize an electronic data room and management
        presentation;

    (b) contact over 43 potential strategic and 47 financial
        buyers to determine their interest in purchasing the
        Debtor's assets;

    (c) execute non-disclosure agreements with 18 strategic and 5
        financial buyers;

    (d) deliver selling memorandum to 18 potential strategic and
        30 financial buyers;

    (e) conduct company tours, management presentations, and
        provide access to the electronic data room; and

    (f) secure six letters of intent from potential buyers.

The trustee tells the Court that for this engagement, the firm
will be paid a $250,000 fee.

Michael R. Smith, managing director of D.A. Davidson, assures the
Court that the firm is disinterested as that term is defined in
Section 101(14) of the Bankruptcy Code.

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


AIRBASE SERVICES: Section 341(a) Meeting Scheduled for June 20
--------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of Airbase
Services, Inc.'s creditors at 10:00 a.m., on June 20, 2006, at the
Fritz G. Lanham Federal Building, 819 Taylor Street, Room 7A24 in
Ft. Worth, Texas.  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 Grand Prairie, Texas, Airbase Services, Inc. --
http://www.airbaseservices.com/-- maintains and repairs a wide
range of cargo equipment and cabin interior designs for commercial
airlines, and provides maintenance and management services for the
airline industry.  Due to bankruptcies filed by several of its
airline customers, the Company filed for bankruptcy protection on
May 1, 2006 (Bankr. N.D. Tex. Case. No. 06-41231).  The Court
approved the appointment of Dennis Faulkner as trustee in the
Debtor's chapter 11 case on May 3, 2006.  Mark J. Petrocchi, Esq.,
at Goodrich Postnikoff Albertson & Petrocchi, LLP, represents the
Trustee.  No Official Committee of Unsecured Creditors has been
appointed in the Debtor's case.  When the Debtor filed for
bankruptcy, the Company reported assets and debts amounting to
$10 million to $50 million.


ALLEGHENY ENERGY: Unit Obtains $967 Million Credit Facility
-----------------------------------------------------------
Allegheny Energy, Inc., disclosed that its subsidiary, Allegheny
Energy Supply Company, LLC, has obtained a new $967 million credit
facility.  Proceeds were used to refinance its existing
$967 million secured term loan, due 2011.  The refinancing will
reduce interest expense by approximately $6 million per year.

The new $200 million senior revolving credit facility and $767
million senior term loan both have five-year maturities.  Both the
revolving credit facility and the term loan will carry an initial
interest rate equal to the London Interbank Offered Rate plus 87.5
basis points, with decreases in the rate possible if the company's
credit ratings improve from current levels.  The $967 million term
loan being refinanced had an interest rate of LIBOR plus 150 basis
points.

Joint lead arrangers for the refinancing were Citigroup Global
Markets Inc., The Bank of Nova Scotia and Banc of America
Securities LLC.

                         Allegheny Energy

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

                         *     *     *

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

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


ALLEGHENY ENERGY: Mulls Transmission Expansion Under PJM Plan
-------------------------------------------------------------
Allegheny Energy, Inc., disclosed that a regional planning study
calls for construction of approximately 210 miles of new
transmission lines within the company's service territory.

The study was released on May 19, 2006, by the planning staff of
the regional transmission organization, PJM Interconnection.
Their proposed five-year plan is focused on maintaining a reliable
electric transmission system for consumers in the Mid-Atlantic
area.

"We stand ready to expand our system in accordance with PJM's
plan," stated Paul J. Evanson, Chairman, President and Chief
Executive Officer of Allegheny Energy.  "A reliable transmission
grid is central to our mission of delivering dependable, low-cost
electric service to consumers."

The PJM staff's five-year plan calls for construction of a new
500-kilovolt (kV) line extending from southwestern Pennsylvania to
West Virginia to northern Virginia.  The plan incorporates
portions of Allegheny's proposal that was submitted to PJM as the
Trans-Allegheny Interstate Line - 330 miles of 500-kV lines solely
within its service territory.  Benefits of the proposed
transmission expansion include:

   -- improving system reliability;

   -- meeting the growing demand for electricity;

   -- increasing west-to-east transfer capability, making cost-
       effective generation available to more consumers; and

   -- economic benefits for West Virginia and southwestern
      Pennsylvania, including expanding markets for local coal,
      the potential for new generation projects and more jobs.

The PJM Board will consider the plan in late June.  If approved,
Allegheny will begin line engineering and planning studies.  In
addition, the company will seek state and federal authorizations
to build the line, which is targeted for completion in 2011.  The
preliminary cost estimate for Allegheny's portion of the project
is in excess of $850 million.

The staff also addressed longer-term system expansion issues,
extending as far as 15 years into the future.  Allegheny looks
forward to working with PJM and the other stakeholders to address
these issues, including the company's role in longer-term
transmission construction programs.

                         Allegheny Energy

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

                         *     *     *

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

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


ALLIANCE LAUNDRY: Acquires LSG's Laundry Division for EUR59 Mil.
----------------------------------------------------------------
Alliance Laundry Systems LLC signed purchase agreements to acquire
substantially all of Laundry System Group NV's Commercial Laundry
Division for approximately EUR59 million.  Alliance Laundry is an
indirect subsidiary of ALH Holding Inc., a Teachers' Private
Capital portfolio company.

LSG's Commercial Laundry Division is headquartered in Wevelgem,
Belgium.  CLD markets commercial washer-extractors, tumbler
dryers, and ironers worldwide under the Ipso and Cissell brand
names.  CLD has manufacturing facilities and sales offices in the
United States and Belgium.

Tom L'Esperance, Alliance Laundry's President and CEO stated, "The
addition of the Ipso and Cissell brands and CLD's soft-mount
washer-extractor product line significantly strengthens our
ability to participate in the global laundry marketplace."

Completion of the transaction, which is expected to close in the
third quarter of 2006, is subject to further due diligence and
customary closing conditions.

                      About Alliance Laundry

Alliance Laundry Systems LLC - http://www.comlaundry.com/-- is a
leading North American manufacturer of commercial laundry products
and provider of services for laundromats, multi-housing laundries
and on-premise laundries.  Alliance offers a full line of washers
and dryers for light commercial and consumer use as well as large
frontloading washers, heavy-duty tumbler dryers, and finishing
equipment for heavy commercial use.  The Company's products are
sold under the well-known brand names Speed Queenr, UniMac(R), and
Huebsch(R).

                             *   *   *

As reported in the Troubled Company Reporter on April 18, 2006,
Moody's Investors Service affirmed the long-term debt ratings of
Alliance Laundry Systems LLC.  Ratings affirmed include a B1
rating on Alliance's $50 million senior secured revolver due 2011,
a B1 rating on Alliance's $177 million senior secured term loan
due 2012, a B3 on Alliance's $150 million senior subordinated
notes due 2013, and a B1 corporate family rating.  The rating
outlook is stable.


AMR CORP: Completes Offer for 15,002,091 Common Stock Shares
------------------------------------------------------------
AMR Corporation completed its previously announced public offering
of 15,002,091 shares of the Company's common stock, par value
$1.00 per share, at an offering price to the public of $26.80 per
share, on May 19, 2006.

The Company has granted Merrill Lynch, Pierce, Fenner & Smith
Incorporated, the sole underwriter for the offering, a 30-day
option to purchase up to 2,250,314 additional shares of Common
Stock to cover over-allotments, if any.

The shares of Common Stock were issued pursuant to the Company's
shelf registration statement on Form S-3 (File Nos. 333-110760 and
333-110760-01), which was declared effective by the Securities and
Exchange Commission on Dec. 17, 2003.

American Airlines is the world's largest airline.  American,
American Eagle and the AmericanConnection regional airlines serve
more than 250 cities in over 40 countries with more than 3,800
daily flights.  The combined network fleet numbers more than 1,000
aircraft.  American's Web site -- http://www.AA.com/-- provides
users with easy access to check and book fares, plus personalized
news, information and travel offers.  American Airlines is a
founding member of the oneworld Alliance, which brings together
some of the best and biggest names in the airline business,
enabling them to offer their customers more services and benefits
than any airline can provide on its own.  Together, its members
serve more than 600 destinations in over 135 countries and
territories.

At Dec. 31, 2005, AMR Corporation's equity deficit doubled to
$1.478 billion from a $581 million deficit from Dec. 31, 2004.

                           *     *     *

As reported in the Troubled Company Reporter on April 25, 2006,
Standard & Poor's Ratings Services placed its ratings on AMR Corp.
(B-/Watch Pos/B-3) and subsidiary American Airlines Inc. (B-/Watch
Pos/--) on CreditWatch with positive implications.


ANNA NICOLE SMITH: Probate Dispute Remanded to 9th Cir.
-------------------------------------------------------
A unanimous opinion handed down by the United States Supreme Court
earlier this month gave Vicki Lynn Marshall, aka Anna Nicole
Smith, a further opportunity to resurrect the multi-million-dollar
judgment entered in her bankruptcy case by the Honorable Samuel
Bufford in Los Angeles, California, in 2000.

That bankruptcy court judgment awarded Ms. Smith, former Playboy
Playmate and Guess? Jeans model, $449 million in a court battle
with the son of her late 90-year-old husband, oil baron J. Howard
Marshall, over his $1.6 billion estate.  The U.S. District Court
reduced the judgment to $88 million.  The judgment was tossed out
by the United States Court of Appeals for the Ninth Circuit in a
decision reported at 392 F.3d 1119 (9th Cir. 2004).  The U.S.
Supreme Court's decision reversed the Ninth Circuit's judgment.

In Marshall v. Marshall, No. 04-1544, the High Court was asked
four questions about the intersection of bankruptcy and
probate law:

     1. What is the scope of the probate exception to federal
        jurisdiction?

     2. Did Congress intend the probate exception to apply where a
        federal court is not asked to probate a will, administer
        an estate, or otherwise assume control of property in the
        custody of a state probate court?

     3. Did Congress intend the probate exception to apply to
        cases arising under the Constitution, laws, or treaties of
        the United States (28 U.S.C. Sec. 1331), including the
        Bankruptcy Code (28 U.S.C. Sec. 1334), or is it limited to
        cases in which jurisdiction is based on diversity of
        citizenship?

     4. Did Congress intend the probate exception to apply to
        cases arising out of trusts, or is it limited to cases
        involving wills?

E. Pierce Marshall, the oil baron's son, Ms. Smith's stepson, and
Respondent, argued the bankruptcy court's judgment was flawed, the
facts and law are on his side, and no federal court has
jurisdiction over state probate matters.

Supreme Court Justice Ruth Bader Ginsburg, who delivered the
opinion, says that, ordinarily, federal courts shouldn't meddle in
matters related to the probate or annulment of a will, the
administration of a decedent's estate, or endeavoring to dispose
of property that is in the custody of a state probate court.  But
that general rule, Justice Ginsburg continues, does not bar
federal courts from adjudicating matters outside those confines
and otherwise within federal jurisdiction.  The probate exception
to federal jurisdiction did not deprive the bankruptcy court of
jurisdiction over Ms. Smith's counterclaim asserting that her
stepson tortiously interfered with her expectancy of an
inheritance or gift from her husband's estate.  That counterclaim
is an in personam claim against the stepson, not a claim against
property in custody of the Texas probate court.

Before the Ninth Circuit Court of Appeals (Docket No. 02-56002),
Anna Nicole Smith is represented by:

     Eric Berg, Esq.
     HATCH & PARENT
     21 East Carrillo Street
     Santa Barbara, CA 93101-2782

          - and -

     Philip W. Boesch, Jr., Esq.
     BOESCH LAW GROUP
     330 Washington Blvd., Suite 600
     Marina Del Rey, CA 90292

          - and -

     Kent L. Richland, Esq.
     Sheila S. Kato, Esq.
     GREINES MARTIN STEIN & RICHLAND, LLP
     5700 Wilshire Blvd., Suite 375
     Los Angeles, CA 90036-3697

and E. Pierce Marshall is represented by:

     George Eric Brunstad, Jr., Esq.
     Bingham McCutchen, LLP
     One State Street
     Hartford, CT  06103

          - and -

     Joseph A. Eisenberg, Esq.
     JEFFER MANGELS BUTLER & MARMARO LLP
     1900 Avenue of the Stars
     Los Angeles, CA 90067

          - and -

     Sanford Svetcov, Esq.
     LERACH COUGHLIN STOIA GELLER RUDMAN & ROBBINS, LLP
     100 Pine St., Suite 2600
     San Francisco, CA 94111


ASARCO LLC: Wants The Claro Group as Insurance-Recovery Advisor
---------------------------------------------------------------
ASARCO LLC seeks authority from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to employ The Claro
Group as its insurance-recovery consultants, nunc pro tunc to
Aug. 9, 2005.

For more than two and a half years before ASARCO filed for
bankruptcy, the Insurance Claims Group, now known as The Claro
Group LLC, has worked for ASARCO to achieve asbestos-insurance
recoveries from Equitas, a reinsurance entity for London Market
syndicates, and the London Market Carriers, a group of 15 London-
based insurance carriers.

At this time, due to its extensive prior work as both insurance-
recovery and asbestos-claims-management consultants, The Claro
Group is the only entity that possesses the necessary depth of
knowledge and experience to consult ASARCO regarding the asbestos
claims.

In addition, The Claro Group has spent years cultivating and
building relationships with the London Market Carriers.  As a
result of its extensive experience with the London Market
Carriers and its successful track record in securing recoveries
from those carriers, ASARCO and its estate will greatly benefit
by retaining The Claro Group as its insurance-recovery
consultants.

The Claro Group will continue to:

    (a) analyze historic cost information and claim estimates for
        potential future asbestos exposures;

    (b) develop and operate insurance coverage allocation models
        used to apportion past and projected future costs among
        the triggered liability insurance policies;

    (c) present the Asbestos Claims Analysis to the London Market
        Carriers;

    (d) defend the Asbestos Claims Analysis; and

    (e) participate in negotiations with the London Market
        Carriers, provide strategic advice and target-setting
        methodologies, and provide support to explain and respond
        to insurer inquiries regarding the Asbestos Claims
        Analysis.

ASARCO will pay The Claro Group a contingency fee to be
calculated as a variable percentage of the net settlement
payments received by ASARCO.

As compensation for prepetition settlements of $35,750,000 with
two major insurance carriers, ASARCO has paid ICG $2,112,500 in
prepetition fees.

The Claro Group has worked both before and after the Petition
Date to achieve a pending $20,000,000 settlement with the London
Market Carriers.  Subject to the Court's approval of the
settlement, The Claro Group would be entitled to a $427,500
postpetition contingency fee.

The $427,500 contingency fee and all other fees that may become
due postpetition will be payable only if the money is collected
and will be paid solely and exclusively from the proceeds of the
settlement recovery.

In addition, ASARCO will reimburse The Claro Group for any
out-of-pocket expenses incurred in connection with the
performance of its services.

Furthermore, ASARCO will indemnify The Claro Group.

Douglas H. Deems, Esq., managing director and general counsel for
The Claro Group LLC, assures the Court that the firm does not
represent any interest adverse to ASARCO or its estate.  The
Claro Group is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Wachovia Wants Equipment Leases Decided Tomorrow
------------------------------------------------------------
Wachovia Financial Services, Inc., fka First Union Commercial
Corporation, asks the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi to:

    (a) compel ASARCO LLC to decide whether to assume or reject
        its Equipment Lease with Wachovia by May 30, 2006;

    (b) grant Wachovia adequate protection for its Equipment; and

    (c) direct ASARCO to pay all outstanding rental payments if
        ASARCO remains in possession of the Equipment.

In March 1998, ASARCO LLC, as successor-in-interest to ASARCO,
Inc., executed a Master Equipment Lease Agreement with Wachovia
Financial.  The lease is for a period of 10 years.

As of September 1998, ASARCO leases:

    -- two Komatsu 830E Haulpak Trucks, plus rims, tires and
       freight;

    -- a Gradal Rough Terrain Forklift;

    -- five 100-ton railroad ore cars; and

    -- four 930E Haulpack trucks with complete tires and rims for
       each truck.

In July 2003, ASARCO purchased the four 930E Komatsu Haulpack
trucks from Wachovia.

Wachovia's Equipment is used in ASARCO's Ray Mine Site in Hayden,
Arizona.  The Equipment is subject to daily exposure in extreme
temperatures and harsh desert conditions, causing its quick
deterioration.

When the Debtor filed for bankruptcy, ASARCO owes at least
$141,302 to Wachovia.  Under the Lease, ASARCO also agreed to pay
Wachovia's legal fees and expenses for enforcement of Wachovia's
rights after default.

Since the bankruptcy petition date, ASARCO has not paid Wachovia
the full rentals due under the Lease nor offered Wachovia adequate
protection for the Debtors' continued possession and use of the
Equipment.  ASARCO has also not yet indicated whether it intends
to retain the Equipment and assume the Lease, or reject it.

Michael M. Parker, Esq., at Fulbright & Jaworski LLP, in San
Antonio, Texas, tells the Court that ASARCO needs to decide
immediately whether to assume or reject the Equipment Lease since
it had more than nine months to analyze the Lease.

Mr. Parker adds that ASARCO needs to decide now because the
Equipment's value and life span are depreciating.  To replace the
now deteriorating Komatsu trucks, ASARCO has decided to buy nine
Liebherr haul trucks to be used in the Ray Mine Site.

Mr. Parker discloses that Wachovia does not intend to waive any
administrative rent claim or other claims, which may accrue to
its benefit in ASARCO's Chapter 11 case.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ASPECT SOFTWARE: Moody's Assigns Caa1 Rating to $385M Term Loan
---------------------------------------------------------------
Moody's Investors Service affirmed Aspect Software Inc. B2
Corporate Family Rating but revised the ratings outlook to
negative.  Moody's also assigned new ratings to debt issues
related to the proposed recapitalization of the company.  Proceeds
from the $725 million first lien and $385 million second lien term
loans will be used to finance a $450 million dividend payment to
Aspect's shareholders and refinance the company's existing debt.

These new ratings have been assigned:

   * $725 million first lien term loan due 2011 -- B2
   * $385 million second lien term loan due 2012 -- Caa1

These ratings were affirmed:

   * Corporate Family rating of -- B2
   * $50 million senior secured revolving facility due 2010 -- B2

These rating will be withdrawn upon refinancing

   * $475 million first lien term loan due 2010 -- B2
   * Outlook Negative

The outlook revision is driven by the proposed dividend payment
which will result in a significant increase in EBITDA leverage
from 3.8 times to 5.8 times.  Interest coverage will narrow to
less than 2x correspondingly.  The recapitalization will reduce
Aspect's financial flexibility in its competitive operating
environment.

The affirmation of Aspect's B2 corporate family rating and the new
ratings reflect the mission critical nature of Aspect's call
center software, its competitive position as the largest pure play
providers in a relatively mature industry, its diversified client
base with over 5,000 accounts, and the significant presence of its
recurring maintenance revenue stream.  The challenges facing
Aspect include competition, relatively limited track record as a
combined company following its recent merger as well as the impact
of increased leverage.

The B2 rating on the secured revolver and the first lien term loan
reflect their majority proportion in the pro forma capital
structure, representing about 65% of Aspect's total funded debt.
The Caa1 rating on the second lien term loan reflects its lien
subordination and the likelihood that recovery may be impaired in
distress.

Integrations since the merger appear to be on track. Revenue and
EBITDA year to date track fairly closely to plan submitted prior
to formalization of the merger. Aspect's operating environment
remains highly competitive.  The ongoing shift to IP telephony
platform also makes IP infrastructure players more relevant and
direct competitors, although the company's product portfolio does
include IP-enabled products.

Aspect Software Inc. is headquartered in Westford, Massachusetts.
The company develops, markets, licenses and supports an end-to-
end, integrated and unified suite of contact center software
applications.


ASSET BACKED: Moody's Assigns Low-B Rating on Two Cert. Classes
---------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
notes issued by Asset Backed Securities Corporation Home Equity
Loan Trust NC 2006-HE4, and ratings ranging from Aa2 to Ba2 to the
subordinate notes in the deal.

The securitization is backed by New Century Mortgage Corporation
originated, adjustable-rate and fixed-rate, subprime mortgage
loans acquired by DLJ Mortgage Capital, Inc.  The ratings are
based primarily on the credit quality of the loans, and on the
protection from subordination, excess spread, and
overcollateralization.

The ratings also receive benefit from an interest-rate swap
agreement provided by Credit Suisse International.  Moody's
expects collateral losses to range from 4.80% to 5.30%.

Select Portfolio Servicing, Inc. will service the loans.  Moody's
has assigned SPS its servicer quality rating as a primary servicer
of subprime first-lien loans.

The Complete Rating Actions:

                Asset Backed Securities Corporation
            Home Equity Loan Trust, Series NC 2006-HE4

    Asset Backed Pass-Through Certificates, Series NC 2006-HE4

                      * Cl. A1, Assigned Aaa
                      * Cl. A1A, Assigned Aaa
                      * Cl. A2, Assigned Aaa
                      * Cl. A3, Assigned Aaa
                      * Cl. A4, Assigned Aaa
                      * Cl. A5, Assigned Aaa
                      * Cl. A6, Assigned Aaa
                      * Cl. M1, Assigned Aa2
                      * Cl. M2, Assigned Aa3
                      * Cl. M3, Assigned A1
                      * Cl. M4, Assigned A2
                      * Cl. M5, Assigned A3
                      * Cl. M6, Assigned Baa1
                      * Cl. M7, Assigned Baa2
                      * Cl. M8, Assigned Baa3
                      * Cl. M9, Assigned Ba1
                      * Cl. M10, Assigned Ba2


ATLANTIC MUTUAL: S&P Holds Notes' Rating at CCC With Neg. Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on Atlantic
Mutual Insurance Co. from CreditWatch negative and affirmed its
'B+' counterparty credit rating and 'CCC' surplus notes rating on
the company.  The outlook is negative.

The company's ratings were lowered and placed on CreditWatch on
March 2, 2006, due to material unexpected adverse loss reserve
development in the fourth quarter of 2005.  Reported results and
surplus were well below Standard & Poor's expectations, resulting
in the rating action.  The four factors affecting the resolution
of the CreditWatch were:

   * the potential impact on the strategic alliance with
     Countrywide Financial Corp.;

   * whether the cause of loss reserve deterioration could be
     remedied;

   * potential benefits from reinsurance; and

   * possible changes to surplus note interest paying capacity.

"The company has made progress on its challenges, including
maintaining its partnership with Countrywide Financial and
extending it to include Atlantic Mutual's entire on-going
business, with the exception of a small amount of Florida
business," explained Standard & Poor's credit analyst Jason Jones.

This affords further financial support to the company and
demonstrates continued commitment from Countrywide.

The adverse development cover from National Indemnity Co. could
attach if reserves develop materially and would offer benefit to
the company if further adverse reserve development occurs.
Reserves stabilized in the first quarter of 2006.  The company's
replacement of the former claims third-party administrator could
have been caused by the third-party administrator's settlement
practices, and the company is reasserting control of its run-off
reserves.

Interest paying capacity on the surplus notes is marginal, but the
company's risk-based capital is well above authorized control
level, which should mean the company can meet its interest
obligations in the near term.

The personal lines business is expected to generate underwriting
profits in 2006.  Agent and customer loyalty should support
premiums.  A moderate decline in premiums due to sharing of
premiums with Countrywide should be partly offset by new business
growth from the strategic alliance.  In 2006, restructuring costs
are expected to decline significantly, and no further losses from
reinsurance commutations are expected.

The interest coverage ratio for surplus notes interest payments
has declined along with earnings but is expected to improve in
2006 to about 1x to 2x.  Atlantic Mutual has sufficient regulatory
risk-based capital, so it is expected that interest payments on
the surplus notes will continue to be approved in 2006.  Approvals
for interest payments in the longer term are expected to depend on
the company's being profitable, and an earnings shortfall could
result in default on the surplus notes at some point.

If the company fails to earn sufficient money to keep interest
coverage at 1x or higher for the full year, or if the regulatory
RBC ratio falls below ACL, the company would be downgraded.  Since
the surplus notes burden is expected to be high for an indefinite
period, the outlook is unlikely to become stable for a long time,
though it could be revised if the company  improves capital
adequacy with consistent earnings for two or more years.

A downgrade could also occur:

   * if the Countrywide alliance were unsuccessful;

   * if agent and customer loyalty were to falter;

   * if personal lines results are poor; or

   * if there is material adverse net reserve development in the
     run-off commercial book


ATTACHMATE CORP: S&P Rates Proposed $340 Million Facilities at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Seattle, Washington-based Attachmate Corporation,
a software services provider specializing in host access and
integration solutions.

At the same time, Standard & Poor's assigned its 'B' bank loan
rating and its '2' recovery rating to the company's proposed $340
million of first-lien senior secured credit facilities.

"The rating on the first-lien facilities, the same as the
corporate credit rating, and the '2' recovery rating indicate that
lenders can expect meaningful (80-100%) recovery of principal in
the event of payment default," said Standard & Poor's credit
analyst Lucy Patricola.

All ratings are based on preliminary offering statements and are
subject to review upon final documentation.

Proceeds from the new credit facilities will be used to finance
the proposed purchase of NetIQ Corporation.  Total consideration
for the transaction will be about $331 million, net of cash, and
includes the refinancing of existing indebtedness at Attachmate.
The purchase will be conducted through Attachmate's parent holding
company, Wizard Holding Corporation.  The outlook is negative.

The ratings on Attachmate reflect:

   * a narrow product portfolio;

   * a short operating history at current profitability levels;
     and

   * very high leverage at inception of the acquisition.

Attachmate has a good market share in its niche of host access and
integration software solutions through its recent merger with WRQ,
a competitor providing similar solutions.  Still, the combined
companies have a limited track record at current profitability
levels and a declining revenue base.

NetIQ, a provider of software focused on security management and
change control, is unprofitable, despite restructuring actions and
divestitures of non-core assets, and lacks a strong market
position in any of its product lines.  The synergy potential of
Attachmate and NetIQ is somewhat limited, based on cross selling
to common buyers within the customer base and additional cost
savings.


AVANEX CORP: Posts $10.2 Mil. Net Loss in 2006 Third Fiscal Qtr.
----------------------------------------------------------------
Avanex Corporation generated net revenue of $40.1 million in its
third fiscal quarter ended March 31, 2006, compared with
$36.1 million in the prior quarter and $40.3 million in the third
fiscal quarter of the prior year.

The company reported a net loss of $10.2 million in the third
fiscal quarter of 2006, a 45.2% improvement over the net loss of
$18.5 million in the prior quarter, and a 46.2% improvement over
the net loss of $18.9 million in the third fiscal quarter of the
prior year.

"I am pleased with the progress the company has made," Jo Major,
president and CEO of Avanex said.  "We achieved a 45% reduction in
net loss from the second fiscal quarter of this year, and we
achieved a similar reduction in net loss from the third fiscal
quarter of last year.  We continued to meet our restructuring
objectives and reached important milestones, including becoming
RoHS compliant and returning to revenue growth.  As we complete
the transition of our manufacturing operations, we are able to
focus more on generating revenue, increasing our market share, and
launching industry leading new products.

"In addition to the steady progress that we are showing on our
income statement, our balance sheet also substantially improved.
During the third fiscal quarter, $21.4 million was converted from
debt into equity and we raised net proceeds of $44.7 million in an
equity stock offering," said Mr. Major.

Fiscal Third Quarter Highlights:

    -- Raised net proceeds of $44.7 million in an equity stock
       offering and ended the quarter with $82.1 million in cash
       and short-term investments;

    -- $21.4 million of long term convertible notes converted into
       equity;

    -- A 45.2% reduction in net loss over the second fiscal
       quarter of 2006;

    -- Launched eight new products including a Xenpak Compatible
       Hot-Pluggable EDFA and an industry leading Optical
       Performance Monitoring solution;

    -- Met RoHS compliance requirements across all product lines;

    -- Completed planned manufacturing transfers from Italy and
       France on schedule.

             Fourth Quarter 2006 Fiscal Year Outlook

Revenue is expected to be between $42 million and $45 million in
the fourth fiscal quarter of 2006.  Gross margin for the fourth
fiscal quarter of 2006 is expected to increase over the third
fiscal quarter of 2006.

                        Going Concern Doubt

Deloitte & Touche LLP expressed substantial doubt about Avanex
Corporation's (Nasdaq: AVNX) ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended June 30, 2005.  The auditing firm pointed to
the Company's recurring losses and negative cash flows from
operations.

                           About Avanex

Avanex Corporation (NASDAQ: AVNX) -- http://www.avanex.com/--  
provides Intelligent Photonic Solutions(TM) to meet the needs of
fiber optic communications networks for greater capacity, longer
distance transmissions, improved connectivity, higher speeds and
lower costs.  These solutions enable or enhance optical wavelength
multiplexing, dispersion compensation, switching and routing,
transmission, amplification, and include network-managed
subsystems.  Avanex was incorporated in 1997 and is headquartered
in Fremont, Calif.  Avanex also maintains facilities in Elmira,
N.Y.; Shanghai, China; Nozay, France; San Donato, Italy; and
Bangkok, Thailand.


AVONDALE MILLS: S&P Downgrades Corporate Credit Rating to CC
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on textile
manufacturer and marketer Avondale Mills Inc.  The corporate
credit rating was lowered to 'CC' from 'CCC+'.  The rating outlook
is negative.

Monroe, Georgia-based Avondale Mills had about $139 million of
total debt outstanding at Feb. 24, 2006.

"The downgrade follows the company's recent 8-K filing with the
SEC that reported the board of directors is evaluating strategic
alternatives for the company," noted Standard & Poor's credit
analyst Susan Ding.

These include:

   * a potential liquidation of all or a substantial part of its
     assets (which may include a sale of one or more of its
     facilities and other assets or lines of business); and

   * a potential restructuring of its capital structure and a
     portion of its operations.

In recent periods, Avondale Mills' operations and credit
protection measures have deteriorated significantly as a result of
very tough industry conditions, compounded by the January 2005
Norfolk Southern train derailment, which drastically interrupted
its business operations.  With the company currently exploring
alternatives, the outcome could be detrimental to bondholders.

The rating reflects the very competitive and cyclical global
industry conditions and the company's significant debt burden.
Standard & Poor's is concerned about Avondale Mills' ability to
continue adjusting its operating model in response to the current
adverse operating environment.  The company's continued decline in
sales and profitability in recent periods reflect the overall weak
demand for textile and apparel products and the shift in demand
to lower-priced goods manufactured overseas.

Debt leverage, as measured by total debt to EBITDA, remains high
at 7.7x.  Revenues for the last-six-month period declined by 31%,
while EBITDA for the same period declined by 120% as a result of
production issues related to the train derailment and very
difficult operating conditions characterized by lower demand and
higher operating costs (raw material and energy related).


BEAR STEARNS: Moody's Lowers Rating on $17.8 Mil. of Certs. to C
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes,
downgraded the ratings of three classes and affirmed the ratings
of six classes of Bear Stearns Commercial Mortgage Securities,
Inc., Commercial Mortgage Pass-Through Certificates, Series 1998-
C1:

   * Class A-1, $28,589,114, Fixed, affirmed at Aaa
   * Class A-2, $417,211,428, Fixed, affirmed at Aaa
   * Class X, Notional, affirmed at Aaa
   * Class B, $35,736,956, Fixed, affirmed at Aaa
   * Class C, $32,163,260, Fixed, upgraded to Aa1 from A1
   * Class D, $32,163,260, Fixed, upgraded to Baa1 from Baa2
   * Class E, $8,934,239, Fixed, affirmed at Baa3
   * Class G, $12,507,935, Fixed, affirmed at Ba2
   * Class H, $5,360,543, Fixed, downgraded to B1 from Ba3
   * Class I, $17,868,478, Fixed, downgraded to C from Caa1
   * Class J, $243,507, Fixed, downgraded to C from Caa2

As of the May 16, 2006 distribution date, the transaction's
aggregate balance has decreased by approximately 15.6% to $603.3
million from $714.7 million at securitization.  The Certificates
are collateralized by 138 mortgage loans ranging in size from less
than 1.0% to 3.6% of the pool, with the top 10 loans representing
27.0% of the pool.

Thirty-five loans, representing 22.3% of the pool, have defeased
and are collateralized with U.S. Government securities. Two of the
pool's top 10 loans have defeased -- White Road Plaza and Shaw's
Plaza Shopping Center.

Five loans have been liquidated from the pool, resulting in
aggregate realized losses of approximately $10.5 million.  Three
loans, representing 1.7% of the pool, are in special servicing.
Moody's has estimated aggregate losses of $2.0 million for the
specially serviced loans.  Twenty-five loans, representing 13.2%
of the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2004 and partial or full year
2005 operating results for 93.2% and 59.6% of the pool's
performing loans, respectively.  Moody's weighted average loan to
value ratio is 72.1%, compared to 73.4% at Moody's last full
review in January 2004 and compared to 75.7% at securitization.

The upgrade of Classes C and D is due to a high level of defeased
loans, increased credit support and stable overall pool
performance.  The downgrade of Classes H, I and J is due to
realized and anticipated losses from the specially serviced loans
and LTV dispersion.  Based on Moody's analysis, approximately
15.9% of the pool has a LTV in excess of 100.0%, compared to 8.7%
at securitization.  Class K has been eliminated entirely due to
losses and Class J has sustained losses of approximately $4.4
million.

The top three loans represent 10.0% of the outstanding pool
balance. The largest loan is the Mission Marketplace Loan, which
is secured by a 344,000 square foot shopping center located in
Oceanside, California.  Major tenants include Kmart, Big Lots,
Ralph's Grocery Store and a 13-screen cinema.  The property is
currently 96.0% leased, essentially the same as at last review.
Moody's LTV is 76.4%, compared to 78.1% at last review.

The second largest loan is the Lomas Santa Fe Loan, which is
secured by a 214,000 square foot grocery anchored retail center
located north of San Diego in Solana Beach, California. Major
tenants include Vons and Ross Stores.  The center is 99.0%
occupied, the same as at last review. Performance has improved due
to increased rental income.  Moody's LTV is 56.0%, compared to
65.3% at last review.

The third largest loan is the Naples Beach Hotel & Golf Club Loan,
which is secured by a 284-room family oriented resort hotel
located directly on the beach in Naples, Florida.  Performance had
improved since last review but declined dramatically in late 2005
due to damage from Hurricane Wilma.  The most recently reported
debt service coverage ratio is less than 1.0x and the loan is on
the master servicer's watchlist.  The loan has amortized by
approximately 15.8% since securitization.  Moody's LTV is 70.4%,
compared to 60.5% at last review.

The pool's collateral is a mix of retail, U.S. Government
securities, office and mixed use, multifamily, industrial and self
storageand lodging.  The collateral properties are located in 24
states.  The highest state concentrations are California, New
York, Florida, Arizona and Connecticut.  All of the loans are
fixed rate.


BERRY-HILL GALLERIES: Has Until Aug. 7 to File Chapter 11 Plan
--------------------------------------------------------------
The Honorable Robert E. Gerber of the U.S. Bankruptcy Court for
the Southern District of New York extended Berry-Hill Galleries,
Inc., and Coram Capital LLC's exclusive period to file a plan of
reorganization until Aug. 7, 2006.

Judge Gerber also extended the Debtors' time to solicit
acceptances of their plan until Oct. 5, 2006.

P. Bradley O'Neill, Esq., at Kramer, Levin, Naftalis & Frankel,
LLP, in New York, told the Court that the Debtors have made
significant progress in their chapter 11 cases by resolving
numerous disputes with Berry-Hill's prepetition lender and some of
the Debtors' significant unsecured creditors.

Additionally, the Debtors have successfully established protocols
governing the sale and handling of owned artwork, the return of
loaned artwork and the application of sales proceeds and return of
certain consigned artwork.

Resolution of each of these matters was crucial to the
stabilization of the Debtors' operations, Mr. O'Neill added.  The
extension will give the Debtors an opportunity to focus their
attention on maximizing the value of their estates and exploring
and developing a restructuring strategy.

Headquartered in New York, New York, Berry-Hill Galleries, Inc.
-- http://www.berry-hill.com/-- buys paintings and sculpture
through outright purchase or on a commission basis and also
exhibits artworks.  The Debtor and its affiliate, Coram Capital
LLC, filed for chapter 11 protection on Dec. 8, 2005 (Bankr.
S.D.N.Y. Case Nos. 05-60169 & 05-60170).  Robert T. Schmidt, Esq.,
at Kramer, Levin, Naftalis & Frankel, LLP, represents the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated assets between
$10 million and $100 million and debts between $1 million and
$50 million.


BOUNDLESS MOTOR: Completes $12 Million Preferred Stock Sale
-----------------------------------------------------------
In series of transactions completed on March 19, 2006, effective
March 16, 2006, Boundless Motor Sports Racing Inc., nka Dirt Motor
Sports, Inc., entered into a Series D Convertible Preferred Stock
Purchase Agreement pursuant to which the Company issued and sold
4,000 shares of Series D Convertible Preferred Stock and warrants
to purchase 1,200,000 shares of its common stock, $0.0001 par
value per share, for an aggregate purchase price of $12,000,000.

The Series D Stock is convertible into an aggregate of 4,000,000
shares of common stock, representing a conversion price of $3.00
per share.  The Series D Stock will automatically convert into
shares of common stock on the date at least 180 days following the
effective date of a registration statement covering the shares of
common stock into which the Series D Stock is convertible, if:

     a) the closing bid price of the Company's common stock is
        equal to or greater than $7.50 per share for ten
        consecutive trading days;

     b) the dollar trading volume for each of the ten trading days
        exceeds $1,000,000; and

     c) the Registration Statement is and has been effective
        without lapse or suspension of any kind, for a period of
        sixty consecutive calendar days or the shares of common
        stock into which the Series D Stock is convertible may be
        sold to the public pursuant to Rule 144(k) under the
        Securities Act of 1933, as amended.

The Series D Warrants have a term of five years and are
exercisable at an exercise price of $4.50 per share.  The Company
may call the Series D Warrants at any time following the effective
date of the Registration Statement covering the shares of common
stock issuable upon exercise of the Series D Warrants, at a price
of $0.001 per warrant, if:

     a) the per share market value of its common stock is equal to
        or greater than $10.00 per share for ten consecutive
        trading days;

     b) the dollar trading volume for each of the ten trading days
        exceeds $500,000; and

     c) the Registration Statement is and has effective been,
        without lapse or suspension of any kind, for a period of
        sixty consecutive calendar days.

A full-text copy of the Series D Convertible Preferred Stock
Purchase Agreement, dated as of May 16, 2006, is available for
free at http://researcharchives.com/t/s?9eb

The Company also entered into exchange agreements pursuant to
which each of its issued and outstanding shares of Series B
Convertible Preferred Stock, par value $.01 per share, and Series
C Convertible Preferred Stock, par value $.01 per share, were
exchanged for an aggregate of 9.843.3 shares of the Company's
Series D Stock.  The shares of Series D Stock issued in this
exchange are convertible into 9,843,270 shares of common stock,
the same number of shares of our common stock as the original
Series B Stock and Series C Stock could have been converted.

A full-text copy of the Series B Convertible Preferred Exchange
Agreement, dated as of May 16, 2006, is available for free
at http://researcharchives.com/t/s?9ec

A full-text copy of the Series C Convertible Preferred Exchange
Agreement, dated as of May 16, 2006, is available for free
at http://researcharchives.com/t/s?9ed

The Company also issued 4,400 shares of Series D and 1,320,178
Series D Warrants in pursuant to the exchange of $12,001,616 of
short-term promissory notes in connection with the Series D
financing.  Further, warrants to purchase an aggregate of
5,839,701 shares of common stock, at exercise prices ranging from
$3.00 to $5.00 per share, were cancelled and exchanged into an
aggregate of 917,087 shares of our common stock and warrants to
purchase 542,738 shares of our common stock at $.001 exercise
price with a term of five years.

Additionally, the investors and certain other parties acquired an
aggregate of 3,920,287 shares of the Company's common stock at an
aggregate purchase price of approximately $6,130,000.  Of the
shares acquired, 16,667 shares were obtained from a non-executive
employee, 2,844,705 shares were obtained from Mr. Paul A. Kruger,
its former Chairman and Chief Executive Officer, and 100,000
shares were obtained from Mr. Kruger's children.  The Company did
not sell any new shares of common stock in this transaction.  Mr.
Kruger and the Company also entered into a warrant and stock
option cancellation agreement and a mutual release agreement,
pursuant to which Mr. Kruger surrendered warrants and options to
purchase an aggregate of 500,000 shares of the Company's common
stock and Mr. Kruger resigned as Chairman and Chief Executive
Officer.  Mr. Kruger, his children, another former employee and
the former employee's affiliates entered into a lock-up and leak
out agreement with respect to their remaining common shares.

Burnham Hill Partners, a division Pali Capital, Inc. acted as the
Company's placement agent in connection with the transactions.  A
cash fee equal to 10% of the gross proceeds received by the
Company in connection with the sale of the Series D Stock and
Warrants was paid to BHP and a sub-placement agent.  Further BHP
and its registered assigns were issued five-year warrants equal to
10% of the common shares issuable upon conversion of the Series D
exercisable at the Series D conversion price.  BHP was not paid a
fee in connection with the sale of the $6,130,000 of common stock
and was not issued warrants in connection with exchange of the
Series B and Series C Preferred into Series D.

                      About Boundless Motor

Boundless Motor Sports Racing Inc., nka Dirt Motor Sports, Inc.,
is a leading marketer and promoter of motorsports entertainment in
the United States.  The Company operate 6 dirt motorsports tracks
in New York, Pennsylvania and Florida, and own and operate four of
the premier sanctioning bodies in dirt motorsports: the World of
Outlaws, DIRT Motorsports, United Midwestern Promoters (UMP) and
the Mid America Racing Series (MARS).

As of Dec. 31, 2005, the company's balance sheet showed total
assets of $13.7 million and total debts of $15 million resulting
to a $1.2 million stockholders' deficit.

                            *   *   *

As reported in the Troubled Company Reporter on April 24, 2006,
Murrell, Hall, McIntosh & Co., PLLP, expressed substantial doubt
about Boundless Motor Sports Racing Inc., nka Dirt Motor Sports,
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 significant net losses
and negative working capital.


BOYDS COLLECTION: Robert Coccoluto Replaces Jan Murley as CEO
-------------------------------------------------------------
The Boyds Collection, Ltd., reported the appointment of Robert
Coccoluto as CEO, replacing Jan Murley.

Ms. Murley, who is leaving to pursue other interests, will remain
with the Company until June 30, 2006, or the Company's emergence
from Chapter 11, to assist with the transition to new management.

"I am honored and excited to accept the opportunity to lead the
Company forward as a stronger competitor in the marketplace,"
Mr. Coccoluto, incoming chief executive officer, said.  "The Board
and the management team share my commitment to growing Boyds.  I
am confident that together we will build a stronger and
invigorated Company that will be better able to serve our
employees and all of our loyal customers.  As we move forward, we
are particularly focused on serving and retaining our retail and
collector base, which has been and continues to be loyal and
committed to the Company."

Mr. Coccoluto previously served as President and CFO of the
Company from 1998 to 2000.  In 2001, he founded Advanced Design
Group, which designed and marketed unique garden decorations.  In
2004, he joined Frost Associates where he has served as a
management and M&A advisor to companies in the gift and home decor
industries.

Ms. Murley has led the Company for the last three years.  Before
taking on responsibilities as CEO, she spent three years as group
vice president for Hallmark Cards, the world's largest publisher
of greeting cards and related gifts, which she joined following a
more than 20-year tenure at Procter & Gamble.

The Company also reported the appointment of Peter Frost as Chief
Operating Officer.  Mr. Frost previously served as VP of Finance
and CFO of the Company from 1999-2002.  In 2002, he joined Gotham
Golf Partners, an owner and operator of 26 golf courses, as CFO.
In 2003, he founded Frost Associates, where he serves as a
management and M&A advisor to companies in the gift industry.

Michael A. Prager, who is Boyds' Group Vice President, Wholesale,
will assume the position of President, effective immediately.  A
highly experienced executive, Mr. Prager's nearly 20-year career
has been spent at industry-leading consumer products companies,
including Procter & Gamble, Johnson & Johnson and The Timberland
Company.  Mr. Prager has been with Boyds since 2004.

"I am pleased by the confidence expressed by the Board in choosing
me to take on the position of President.  I believe my many years
of experience will allow me to make a major contribution to the
company's growth in the years to come."

The court has scheduled a confirmation hearing with respect to the
Boyds Reorganization Plan for June 8, 2006.  The proposed Plan has
the support of both its largest secured lender and the Official
Committee of Unsecured Creditors in its Chapter 11 cases.  Boyds
is on track to emerge from Chapter 11 in June.

Headquartered in McSherrystown, Pennsylvania, The Boyds
Collection, Ltd. -- http://www.boydsstuff.com/-- designs and
manufactures unique, whimsical and "Folksy with Attitude(SM)"
gifts and collectibles, known for their high quality and
affordable pricing.  The Company and its debtor-affiliates filed
for chapter 11 protection on Oct. 16, 2005 (Bankr. Md. Lead Case
No. 05-43793).  Matthew A. Cantor, Esq., at Kirkland & Ellis LLP
represents the Debtors in their restructuring efforts.  Houlihan
Lokey Howard & Zukin Capital, Inc. serves as the Debtor's
financial advisors.  The law firm Paul, Weiss, Rifkind, Wharton &
Garrison LLP, represents the Official Committee of Unsecured
Creditors.  FTI Consulting serves as the Committee's financial
advisors.  As of June 30, 2005, Boyds reported $66.9 million in
total assets and $101.7 million in total debts.


BRANDS SERVICES: Moody's Places Junk-Rated $150MM Notes on Review
-----------------------------------------------------------------
Moody's Investors Service placed Brand Services, Inc. existing B2
corporate family rating, its B2 credit facilities rating, and the
company's Caa1 rated subordinated note rating on review for
possible upgrade and at the same time assigned a B1 prospective
rating to the company's proposed $100 million tack-on term loan
and upsized $75 million revolving credit facility.

The tack-on term loan and upsized revolver are contingent on the
successful execution of the company's proposed Initial Public
Offering of approximately $250 million.  Proceeds from the IPO and
tack-on term loan will be used to repay senior subordinated notes,
holding company PIK notes, and redeem some of the company's
preferred stock.  If the company's contemplated transaction
prevails as planned then the total unadjusted and proforma
unadjusted leverage is expected by Moody's to decline to under 3.5
times by the year end 2006 from 5.3 times at the end of 2005.

These ratings were put on review:

   * $287.4 million term loan B, rated B2;
   * $70 million revolver, rated B2;
   * $150 million senior subordinated notes, rated Caa1;
   * Corporate Family Rating, rated B2.

These prospective ratings were assigned:

   * $100 million tack-on term loan, rated (P) B1;
   * $75 million revolving credit facility, rated (P) B1.

The key rating factors currently influencing Brand's ratings are:
the uncertainty whether the company will be successful in its
contemplated IPO, history of weak operating performance and the
degree to which the business outlook has improved materially,
currently positive industry dynamics due to the significant demand
for scaffolding caused by new building construction as well as
maintenance of power generation plants and oil refineries.  The
company also has meaningful customer concentration.

The B1 prospective rating to the company's proposed $100 million
tack-on term loan and upsized $75 million revolving credit
facility reflects the debt issuance being contingent on the IPO
and the expectation that the company's credit metrics post the IPO
will be in line with those that are typical for a B1 rated
company.  If proceeds from the IPO differ materially from the
expected $250 million level, or where the use of proceeds is not
applied towards significant debt reduction, the company's
Corporate Family Rating and the prospective ratings may ultimately
be at the B2 level.

Brand Services, Inc., headquartered in Kennesaw, GA is the largest
North American provider of scaffolding services.  Revenues in 2005
were approximately $491 million.


BRAND SERVICES: S&P Puts CCC+ Subordinated Rating on CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
and senior secured debt rating, and 'CCC+' subordinated rating on
scaffolding services provider Brand Services Inc. on CreditWatch
with positive implications.

These ratings actions are in response to Brand's S-1 filing
announcing the company's intention to progress with an IPO of
$250 million in common stock, borrow additional debt under the
company's existing term loan, and redeem the company's
subordinated notes, subordinated pay-in-kind notes, and preferred
stock.

If the transaction goes through as proposed, the corporate credit
rating and senior secured debt rating would be raised to 'B+',
additional debt borrowed under the company's existing term loan
would be rated 'B+', the rating on the subordinated notes would be
withdrawn at the time of their redemption, and the outlook would
be considered stable.

"The ratings upgrade would be attributed to a significant debt
reduction of about $145 million dollars, which would result in an
adjusted total debt to EBITDA figure of less than 4x," said
Standard & Poor's credit analyst Kevin Beicke.

At the same time, the bank loan recovery score of '2' was placed
on CreditWatch with negative implications.  If the transaction
goes through as proposed, the bank loan recovery score would be
lowered to '3'.  The lowering of the bank loan recovery score
would be attributed to the same asset base securing a larger
amount of bank debt.

If the IPO and the rest of the transactions do not occur, all
ratings would be affirmed and the outlook would be revised to
stable.  The outlook revision is based on improved operating and
financial performance.


CALABASH RE: S&P Assigns BB Rating to $100 Million Class A-1 Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' senior
secured debt rating to the $100 million Class A-1 Series 2006-1
principal at-risk variable-rate notes issued by Calabash Re Ltd.

This is the first issuance under Calabash's newly establish
$1 billion principal at-risk variable-rate note program.  The
proceeds from the issuance of the notes will provide Swiss
Reinsurance America Corp. (AA/Watch Neg/--) with a source of
index-based coverage for hurricanes in the U.S. on a per-
occurrence basis over a three-year period.

Calabash is a special-purpose Cayman Islands Class B insurer whose
ordinary shares are held in a charitable trust.  After Calabash
issued the notes, it invested the proceeds in high-quality assets
within a collateral account.  Calabash will swap the total return
of the asset portfolio with Swiss Re Financial Products Corp.
(AA/Watch Neg/A-1+) in exchange for quarterly LIBOR-based
payments.

The notes will provide Swiss Reinsurance America Corp. with a
source of multi-year retrocessional capacity linked to reinsurance
of U.S. hurricane exposure provided by Swiss Reinsurance America
Corp. to ACE American Insurance Co. and certain affiliates.  If a
hurricane passes through the covered area and triggers a loss to
ACE's hurricane notional portfolio in excess of a predetermined
index value, then the noteholders will be at risk for a loss of
principal.  The premium received by Calabash pursuant to the
reinsurance agreement, combined with the payments received under
the swap, will be used to make the scheduled interest payments to
the noteholders.

EQECAT's proprietary model was used to determine the probability
of attachment of the notes.  The model will be used along with
information supplied by the National Hurricane Center to calculate
modeled losses to ACE's hurricane notional portfolio and the
industry hurricane notional portfolio following a hurricane.
These modeled losses will be used in combination with the most
recent catastrophe bulletin(s) from Property Claims Services to
determine whether or not a covered loss to the noteholders has
occurred as well as the amount of the loss.  If a loss has
occurred, assets in the collateral account will be sold to fund
the reinsurance payment, and the principal amount of the notes
will be reduced.

Swiss Reinsurance America Corp. will pay the up-front and ongoing
expenses of Calabash in connection with this security issuance.

"The ratings on the notes are based on the probability of
attachment as determined by EQECAT," said Standard & Poor's credit
analyst Gary Martucci.

EQECAT provided two measures of the probability of attachment: a
near-term analysis and a long-term analysis.

Standard & Poor's gave greater weight to the near-term analysis
when assigning the rating on the notes, given their immediate and
limited exposure period.  The near-term analysis focuses on the
period beginning in 1995, which indicates the potential for a
greater frequency of hurricanes.

"The rating is also based upon the creditworthiness of Swiss
Reinsurance America Corp. as payer under the reinsurance agreement
and Swiss Reinsurance Co. (AA/Watch Neg/A-1+) as guarantor of
Swiss Re Financial Products Corp., the total return swap
counterparty," Mr. Martucci added.


CENVEO CORP: S&P Rates Planned $525 Million Credit Facility at BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating and '1' recovery rating to Cenveo Corp.'s proposed
$525 million senior secured credit facility, reflecting the
expectation that lenders could expect full recovery of principle
in the event of a payment default.

In addition, Standard & Poor's revised its outlook on parent
company Cenveo Inc. to positive from negative on the expectation
for improving operating profitability, as Cenveo makes progress
implementing its cost-cutting initiatives.

At the same time, Standard & Poor's affirmed Cenveo Inc.'s 'B+'
corporate credit rating.  The Englewood, Colorado-based commercial
printer had about $740 million in total lease adjusted debt as of
March 2006.

Proceeds from the proposed term loan will be used to partially
fund the tender offer for Cenveo's $350 million senior notes due
2012 and pay premiums and fees.

The outlook revision reflects a good level of progress toward
accomplishing significant and prudent cost-cutting actions in
2006.  Even though lease-adjusted debt leverage at Cenveo remains
high for the current rating, about 6x, Cenveo has made meaningful
improvements in EBITDA, profit margins and leverage for the six
months ended March 2006, including about $135 million in debt
repayment from Supremex Canadian envelope business sale proceeds.

Pro forma for Cenveo's March 2006 sale of its Supremex,
restructuring charges and losses related to the sale of non-
strategic businesses, EBITDA from continuing operations increased
69% to $71 million for the six months ended March 2006 from $42
million in the prior year's period.  Pro forma EBITDA margin from
continuing operations increased to almost 9% from about 5% one
year earlier.

Standard & Poor's expects that Cenveo will implement its $75
million cost-reduction program in 2006, which will improve
pro forma EBITDA and total debt leverage to under 5x by mid-2007.


CHARLES RIVER: Selling Clinical Services to Kendle for $215 Mil.
----------------------------------------------------------------
Charles River Laboratories International, Inc., has entered into a
Stock Purchase Agreement with Kendle International Inc. for the
sale of the Company's Phase II-IV Clinical Services business for
$215 million in cash, subject to a working capital adjustment at
closing.

Charles River's Board of Directors has approved the Stock Purchase
Agreement.  The closing of the transaction is subject to customary
conditions, including, but not limited to:

     a) the expiration or termination of the applicable Hart-
        Scott-Rodino waiting period;

     b) the absence of any court order or decree or law
        prohibiting the closing, and

     c) the accuracy of representations and warranties.

The Stock Purchase Agreement contemplates that the acquisition
must be completed by Aug. 31, 2006.

Charles River Laboratories International, Inc., sells pathogen-
free, fertilized chicken eggs to poultry vaccine makers.  It also
offers contract staffing, preclinical drug candidate testing, and
other drug development services.  It also markets research models
-- rats and mice bred for preclinical experiments, including
transgenic "knock out" mice -- to the pharmaceutical and biotech
industries.  It sells its products in more than 50 countries to
drug and biotech companies, hospitals, and government
entities.

                            *   *   *

As reported in the Troubled Company Reporter on March 1, 2006,
Moody's Investors Service assigned Ba1 ratings to new credit
facilities of subsidiaries of Charles River Laboratories
International, Inc., which are guaranteed by Charles River.
Moody's also affirmed Charles River's Ba1 Corporate Family Rating,
the Ba1 rating on its existing credit facilities, and the
Speculative Grade Liquidity Rating of SGL-1.  The rating outlook
for the company is stable.


CITIBANK MUTUAL: Moody's Cuts Rating on Two Securities to Ca
------------------------------------------------------------
Moody's Investors Service upgraded and downgraded various classes
of several Citibank Mutual Fund Fee deals.

The complete rating actions include:

Securities: Mutual Fund Fee Trust XIV, Series 2000-4 and 2000-R4

   * Series 2000-4: downgraded to Ca from B3
   * Series 2000-R4: downgraded to Ca from B3

Securities: Hedged Mutual Fund Fee Trust 2003-1, Classes 1 and 2

   * Class 1: upgraded to Aa2 from A2
   * Class 2: upgraded to Aa2 from A2

The cash flows supporting these securities are various future fees
generated by equity and debt mutual funds.  The credit quality of
a security backed by mutual fund fees depends on the likely fees
to be generated by the mutual funds during the life of the
security, and the potential variability of such collections.
Expected future fees are highly dependent on forecast values of
the mutual funds, which, in turn, are linked to current values and
informed by historical performance.

Mutual Fund Fee Trust XIV, issued in 2000, was impacted by the
sharp market declines of 2001-2002.  Mutual fund fee cash flows to
the deal declined and hence slowed amortization, which has not
since caught up, ultimately causing permanent impairment in the
credit quality of this deal.

Hedged Mutual Fund Fee Trust 2003-1, on the other hand, was issued
in 2003 around market lows of that time, and benefited from the
ensuing market improvement.  This transaction's strong performance
to date has put it in a position where it is expected to prove
resilient in the face of a fairly strong degree of potential
future market volatility.

Mutual Fund Fee Trust XIV and Hedged Mutual Fund Fee Trust 2003-1
are several in a series of securitizations of the rights to mutual
fund distribution fees purchased from Citibank, N.A., which
obtained the rights from several mutual fund distribution
companies under pre-existing and continuing master sale and
purchase agreements. Citibank is a major financier of such fees.


CLEARSTORY SYSTEMS: Moves to Voluntarily Deregister Stock
---------------------------------------------------------
ClearStory Systems, Inc., disclosed that it intends to file a
Form 15 with the Securities and Exchange Commission on or about
June 19, 2006, to voluntarily deregister its common stock and
suspend its reporting obligations under the Securities Exchange
Act of 1934, as amended.

ClearStory is eligible to deregister by filing a Form 15 because
it has fewer than 300 common stock shareholders of record.  On or
about June 19, ClearStory also intends to voluntarily delist its
common stock from the Over-the-Counter Bulletin Board maintained
by the National Association of Securities Dealers, Inc.

The members of the ClearStory Board of Directors believe that
deregistering will result in accounting, legal and administrative
expense reductions for ClearStory and enable ClearStory management
to focus more time and resources on Company operations and
enhancing shareholder value.

The ClearStory Board of Directors approved the recommendation by
ClearStory management to deregister and delist ClearStory common
stock after carefully considering the advantages and disadvantages
of continued registration and listing.  These considerations
include a significant increase in cost and administrative burden
associated with public status in light of the Sarbanes-Oxley Act
of 2002 and the adoption of new rules by the SEC.  The ClearStory
Board of Directors determined from a fiduciary perspective that
rising compliance costs along with the substantial demands of SEC
filing requirements on management time and resources, outweigh the
benefits ClearStory receives from maintaining its status as a
registered and listed company.

"With the completion of the sale of our Business Document
Solutions group to Datawatch Corporation on May 3, 2006, it is
important for us to focus our resources on securing a leadership
position in the growing digital media market," commented Henry F.
Nelson, ClearStory president and chief executive officer, "Over
the past two years, we have made significant investments in our
digital media development platform and digital asset management
application.  We now need to concentrate our energy on leveraging
these investments for long-term shareholder value."

Upon filing the Form 15, ClearStory's obligation to file certain
reports with the SEC, including Forms 10-KSB, 10-QSB and 8-K, will
immediately be suspended, and accordingly, ClearStory does not
intend to file its Form 10-KSB for the year ended March 31, 2006
with the SEC.  ClearStory also expects that its common stock will
continue to be quoted on "Pink Sheets" after it delists from the
OTCBB; however, ClearStory cannot make any assurances that
brokerage firms will continue to make a market in ClearStory's
common stock after delisting.

ClearStory expects that the deregistration of its common stock
will become effective 90 days after the date of filing the Form 15
with the SEC.

                         About ClearStory

ClearStory Systems, Inc. (OTCBB: CSYS) --
http://www.clearstorysystems.com/-- is an established provider of
flexible, on-demand ECM solutions.  ClearStory's Radiant Content
Suite provides discrete management and on-demand access for the
full spectrum of content - from  graphics and video to customer
statements and email.  The  company's standards-based technology
provides a powerful platform  for integrating rich media and
business documents into a multitude of business-critical
environments, including marketing and finance departments, call
centers, channel partner portals, compliance  initiatives, and
global marketing extranets.

At Dec. 31, 2005, the Company's balance sheet showed $6,108,000 in
total assets and liabilities of $$7,785,000, resulting in a
stockholders' deficit of $1,677,000.

                           *   *   *

Miller Ellin & Company, LLP, expressed substantial doubt about
ClearStory Systems, Inc.'s ability to continue as a going concern
after it audited the Company's financial statement for the year
ended March 31, 2005.  The auditing firm pointed to the Company's
recurring losses and working capital deficiency.


COMMERCIAL MORTGAGE: Moody's Junks Rating on $8.9MM Class M Certs.
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes,
downgraded the ratings of two classes and affirmed the ratings of
three classes of Commercial Mortgage Acceptance Corp., Commercial
Mortgage Pass-Through Certificates, Series 1998-C1:

   * Class A-2, $337,874,175, Fixed, affirmed at Aaa
   * Class X, Notional, affirmed at Aaa
   * Class B, $59,611,000, Fixed, affirmed at Aaa
   * Class C, $59,612,000, Fixed, upgraded to Aaa from Aa2
   * Class D, $62,593,000, Fixed, upgraded to Aaa from A3
   * Class E, $20,862,000, WAC, upgraded to Aa1 from Baa2
   * Class L, $11,924,000, Fixed, downgraded to Caa2 from Caa1
   * Class M, $8,940,000, Fixed, downgraded to C from Ca

As of the May 15, 2006 distribution date, the transaction's
aggregate principal balance has decreased by approximately 44.7%
to $659.8 million from $1.2 billion at closing.  The Certificates
are collateralized by 206 loans ranging in size from less than
1.0% to 5.8% of the pool, with the top 10 loans representing 21.0%
of the pool.  Two loans, representing 2.1% of the pool, have
defeased and are collateralized with U.S. Government securities.

Eight loans have been liquidated from the pool, resulting in
aggregate realized losses of approximately $11.5 million.  Two
loans, representing less than 1.0% of the pool, are in special
servicing.  Moody's has estimated minimal losses at this time from
the specially serviced loans. Forty-two loans, representing 22.2%
of the pool, are on the master servicer's watchlist.

Moody's was provided with partial or full year operating 2005
results for 87.0% of the performing loans in the pool.  Moody's
weighted average loan to value ratio is 75.3%, compared to 79.4%
at Moody's last full review in December 2003 and compared to 84.0%
at securitization.

The upgrade of Classes C, D and E is due to increased credit
support and improved overall pool performance.  The downgrade of
Classes L and M is due to realized losses from the specially
serviced loans, LTV dispersion and concerns about the largest loan
in the pool.  Based on Moody's analysis, 13.3% of the pool has an
LTV in excess of 100.0%.

The top three loans represent 10.3% of the outstanding pool
balance.  The largest loan is the Two Chatham Center Loan, which
is secured by a leasehold mortgage on a 280,000 square foot office
building located in downtown Pittsburgh, Pennsylvania.  The
property is located in a mixed-use complex, which contains a 200-
unit high-rise condominium, two office towers totaling 505,000
square feet and a 404-room hotel.

The property was 70.0% occupied as of September 2005, compared to
80.5% at last review and compared to 99.0% at securitization.  The
largest tenants are Travelers Insurance Company and UPMC Health
Plan.  Property performance has been impacted by the decline in
occupancy and Pittsburgh's weak office market.  The Pittsburgh
office market has a current estimated vacancy of approximately
20.0%.  Moody's LTV is 98.6%, compared to 94.4% at last review.

The second largest loan is the Piazza Carmel Shopping Center Loan,
which is secured by a 138,000 square foot retail property located
in San Diego, California.  The property is 100.0% occupied,
essentially the same as at last review.  The center is anchored by
Safeway, Inc., which occupies 36.1% of the premises.  Moody's LTV
is 54.7%, compared to 67.8% at last review.

The third largest loan is the Shrewsbury Plaza Loan, which is
secured by a 225,000 square foot retail property located in
Shrewsbury, New Jersey.  The property is 100.0% occupied, the same
as at last review.  Major tenants include Marshall's, ACME and
Linens 'N Things.  Moody's LTV is 64.7%, compared to 84.8% at last
review.

The pool collateral is a mix of retail, multifamily, office,
industrial and self storage, lodging, mixed use, U.S. Government
securities and healthcare.  The collateral properties are located
in 38 states.  The highest state concentrations are California,
Pennsylvania, North Carolina, Texas and Ohio.  All of the loans
are fixed rate.


CONTINENTAL AIRLINES: S&P Rates $130MM Class B Certificates at B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'AAA' preliminary
rating to Continental Airlines Inc.'s (B/Negative/B-3) $190
million Class G pass-through certificates, and its 'B+'
preliminary rating to the $130 million Class B pass-through
certificates.

The Class G certificates have an expected maturity of June 2,
2013, and a final maturity date of June 2, 2015; the Class B
certificates mature June 2, 2013.  Final ratings will be assigned
upon completion of the review of legal documentation.

"The rating on the Class G certificates is based on an
insurance policy provided by Financial Guaranty Insurance Co.
[AAA/Stable/--]," said Standard & Poor's credit analyst Philip
Baggaley.  "The rating on the Class B certificates is based on the
credit of Continental Airlines, the strategic importance of the
aircraft spare parts that collateralize the certificates in any
bankruptcy reorganization, and various structural features
intended to maintain collateral access and asset protection for
certificate-holders."

The transaction has a structure similar to those of aircraft-
backed enhanced equipment trust certificates, but it benefits from
credit strengths that parallel those for debtor-in-possession
financings.  As is the case for enhanced equipment trust
certificates, creditors' access to collateral is based on legal
protections available under Section 1110 of the federal
bankruptcy code, there is a liquidity facility (for Class G
certificates only) intended to cover a period during which the
collateral could be repossessed and remarketed following a default
by the airline, and the securities are tranched.

However, the most important source of credit support in any
Chapter 11 reorganization would be the essentiality of the
collateral (aircraft spare parts) to maintain Continental's
operations, a feature shared with debtor-in-possession credit
facilities.

The spare parts securing the notes consist of aircraft and engine
spare parts placed in service after Oct. 22, 1994, that can be
used on various models of B737, B757, B767, and B777-200 aircraft,
together a large majority of Continental's mainline (non-regional)
fleet.  They have been appraised initially at $432.8 million, and
the loan-to-value on the Class G notes upon issuance is 43.9%.
The loan-to-value on the Class B notes upon issuance is 73.9%.

Compared to an aircraft-backed EETC, the secured notes being rated
benefit from spare parts' relatively stable values over time,
their lower risk of obsolescence, and from the fact that the
collateral would be crucial to any bankruptcy reorganization of
Continental.  The last implies that the senior and junior
certificates would either be affirmed by the airline or
renegotiated in a manner that would preserve payments to at least
the Class G certificates (and the insurance policy would cover
such payments for up to 24 months even if not received from
Continental).

The Class B certificates do not have a dedicated liquidity
facility, nor an insurance policy, and would therefore
default on interest payments if a payment fell due during the
first 60 days of a Continental bankruptcy, or if negotiations
between the airline and certificateholders stretched beyond that
initial automatic stay period under Section 1110 of the Bankruptcy
Code.

Drawbacks to spare parts financings include:

   * the inherent difficulty of tracking a pool of assets that
     turns over;

   * the fact that (absent replenishment with new inventory)
     collateral coverage could change materially in a short period
     due to normal operational use of spares; and

   * that it would very likely take longer and be more costly to
     sell a large pool of repossessed spares than to sell
     aircraft.

The certificates incorporate two mechanisms not found in typical
EETCs to mitigate these drawbacks.  The first is collateral
maintenance ratios, which require Continental to add spare parts,
provide other collateral, or pay down debt to restore loan-to-
values (maximum 45% for Class G certificates and 75% for Class B
certificates) or to maintain a minimum 150% ratio of rotable spare
parts (those that can be refurbished, in contrast to expendable
spares) to Class G certificates, in each case measured using
semiannual appraised values.

In a Continental bankruptcy, however, additions of spare parts or
other collateral may be avoided by the bankruptcy judge under
certain circumstances, and collateral other than spare parts
(including cash collateral) would not benefit from Section 1110
protections.  Because of the way the collateral maintenance and
rotables ratios are calculated (cash is netted against outstanding
certificates, rather than being counted as a form of collateral),
substitution of cash for other collateral could actually cause the
ratio of outstanding certificates to total collateral to be
somewhat higher than the nominal loan-to-value ceilings.

Second, the liquidity facility is sized to cover eight quarterly
interest payments (up to 24 months) on the Class G certificates,
longer than the typical three semiannual (18 months) payments
typical for aircraft EETCs.  The primary liquidity facility is
provided by Morgan Stanley Bank (A+/Stable/A-1).  Even with these
mechanisms to mitigate drawbacks of a spare parts financing,
repossession and sale of the collateral would be a less attractive
option for certificateholders than is the case for holders of
aircraft-backed EETCs, due to the logistical difficulties and
lengthy period likely needed to sell the spare parts collateral.

Conversely, the risk of Continental choosing to abandon this
collateral to reduce its financial burden in bankruptcy is far
less than would be true for any aircraft collateral pool backing
an EETC.

The 'B' corporate credit rating on Continental reflects its
participation in the high-risk airline industry and a heavy debt
and lease burden.  These factors outweigh better-than-average
operating performance among its peer large U.S. hub-and-spoke
airlines.

Continental reported a $66 million net loss in the first quarter
of 2006 (a $46 million net loss before certain special
items).  This represented an improvement on 2005 results, despite
41% higher fuel expense, due to revenue gains (revenue per
available seat mile up 4.4%) and labor concessions implemented
part way through the first quarter last year.  The airline should
become profitable in the second and third quarters, and could
report approximately break-even full-year results if current fuel
prices and revenue trends continue.

Ratings List:

  Continental Airlines Inc.:

    Corporate credit rating -- B/Negative/B-3

Preliminary Ratings Assigned:

  Continental Airlines Inc.:

  Pass-thru cert, series 2006-1, Class G* -- AAA (prelim.)
  Pass-thru cert, series 2006-1, Class B -- B+ (prelim.)

  * Insured by Financial Guaranty Insurance Co.


CORUS GROUP: Sells Rolled Aluminum Unit to Aleris for EUR826 Mil.
-----------------------------------------------------------------
Corus Group plc signed a Share Purchase Agreement for EUR826
million sale of its aluminum rolled products and extrusions
businesses to Aleris International Inc.

On March 16, 2006, Corus and Aleris signed a Letter of Intent for
the proposed acquisition by Aleris of Corus' downstream aluminum
rolled products and extrusions businesses for a gross
consideration of EUR826 million.

Following the completion of internal consultation and advice
processes related to the transaction, Corus and Aleris confirmed
they entered into a definitive Share Purchase Agreement.  The
transaction remains subject to certain external regulatory
clearances.  Completion is anticipated in the third quarter of
2006.

The net cash proceeds, after deducting pension liabilities but
excluding minority interests and net debt, would be
approximately EUR728 million.  These proceeds will be used to
further strengthen both the Group's balance sheet and develop
the carbon steel business.  The transaction is not expected to
have a material effect on the Group's net assets.

In 2005, Corus' downstream aluminum rolled products and
extrusions businesses generated a profit before taxation of
EUR47 million.  Gross assets related to these businesses, as at
Jan. 1, 2006, were EUR1.120 billion.  The management teams of
these businesses are expected to transfer to Aleris.

                          About Aleris

Headquartered in Beachwood Ohio, suburb of Cleveland, Aleris
International Inc.-- http://www.aleris.com/-- is a major North
American manufacturer of rolled aluminum products and is a
global leader in aluminum recycling and the production of
specification alloys.  Aleris is also a leading manufacturer of
value-added zinc products that include zinc oxide, zinc dust and
zinc metal.  The Company operates 41 production facilities in
the United States, Brazil, Germany, Mexico and Wales, and
employs approximately 4,000 employees.

                        About Corus Group

Corus Group PLC -- http://www.corusgroup.com/-- is an
international metal company, providing steel and aluminum products
and services to customers worldwide.  With an annual turnover of
GBP9 billion, the company is comprised of four Divisions: Strip
Products, Long Products, Distribution & Building Systems and
Aluminum, and has a global network of sales offices and service
centers.

                             *   *   *

As reported in the Troubled Company Reporter on May 11, 2006,
Moody's Investors Service upgraded Corus Group plc's corporate
family rating to Ba2, upgraded its senior unsecured and supported
unsecured obligations to B1 and raised senior secured bank
facility to Ba1.

As reported in the Troubled Company Reporter on March 30, 2006,
Standard & Poor's Ratings Services placed its 'BB-' long-term
corporate credit rating on U.K.-based steel consortium Corus Group
PLC on CreditWatch with positive implications following March 16,
announcement concerning the intended disposal of the aluminum
division, coupled with good financial performance in 2005.

At the same time, Standard & Poor's placed its 'BB' senior secured
bank loan ratings on Corus and its 'B+' senior unsecured debt
ratings on Corus and Corus Finance PLC on CreditWatch with
positive implications.  The 'B' short-term corporate credit rating
on Corus was also placed on CreditWatch with positive
implications.

At the same time, Fitch Ratings changed Corus Group PLC's Outlook
to Positive from Stable and affirmed the Issuer Default Rating at
BB- following the company's announcement of its 2005 results and
plan to dispose its aluminum business for EUR826 million.


CREDIT SUISSE: S&P Upgrades Class L Certificates' Rating to BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on eight
classes of commercial mortgage pass-through certificates from
Credit Suisse First Boston Mortgage Securities Corp.'s series
2001-CP4.  Concurrently, ratings are affirmed on 10 other classes
from the same series.

The raised and affirmed ratings reflect the defeasance of an
additional $98.9 million (10%) in collateral since Standard &
Poor's last review in July 2005 and credit enhancement levels that
provide adequate support through various stress scenarios.

As of the May 17, 2006, remittance report, the collateral pool
consisted of 124 loans with an aggregate trust balance of $1.083
billion, down from 130 loans totaling $1.178 billion at issuance.
The master servicer, Midland Loan Services Inc., reported
primarily full-year 2004 or full-year 2005 financial information
for 98% of the pool.

Based on this information, Standard & Poor's calculated a weighted
average debt service coverage ratio of 1.58x, up from 1.51x at
issuance.  The current DSCR figure excludes $302.7 million (28%)
of the pool, which has been defeased.  To date, the trust has
experienced three losses totaling $9.7 million.

The top 10 exposures secured by real estate have an aggregate
outstanding balance of $344.6 million (32%) and a weighted average
DSCR of 1.84x, up from 1.74x at issuance.  The largest exposure is
a pari passu loan with a whole loan balance of $109.6 million and
an in-trust balance of $54.4 million.  The loan is secured by two
office buildings in New York, New York.

The second-largest exposure has a balance of $52.4 million and is
secured by two adjacent office buildings in Pasadena, California.
The majority of the space (80%) is leased to Kaiser Foundation
Health Plan (A+/Stable/--).  Both exposures continue to exhibit
characteristics reflective of high investment grade-obligations.

The fifth-largest exposure consists of two cross-collateralized
and cross-defaulted loans, one of which is on the servicer's
watchlist.  The ninth- and 10th-largest exposures are also on the
watchlist.

Standard & Poor's reviewed property inspections provided by the
master servicer for all of the assets underlying the top 10
exposures, and three properties were characterized as "excellent,"
while the remaining collateral was characterized as "good."

There is one asset with a balance of $6.2 million and a total
exposure of $7.1 million that is with the special servicer.  The
Canyon Creek Apartments is a 229-unit multifamily property and was
transferred to LNR Partners Inc., the special servicer, in July
2005.  The collateral is under contract to be sold and is expected
to close within 60 days.  Standard & Poor's expects a significant
loss upon the liquidation of this asset.

Midland reported a watchlist of 27 loans ($204.0 million, 19%).
The fifth-largest exposure has an outstanding balance of $29.5
million (3%) and consists of two $14.8 million loans that are
cross-collateralized and cross-defaulted.  The loans are secured
by three office buildings in Raleigh, North Carolina, and have a
total of 371,881 sq. ft.  One of the loans appears on the
watchlist because it reported a 2005 DSCR of 0.88x.

The ninth-largest exposure has an outstanding balance of $18.3
million (2%) and is secured by a 173,171-sq.-ft. office building
in Novi, Michigan.  The property reported a 2005 DSCR of 1.48x and
is on the watchlist because the largest tenant (52%) filed for
Chapter 11 bankruptcy.

However, this tenant recently extended its lease for 18 months.
The 10th-largest exposure has an outstanding balance of $17.1
million (2%) and is secured by a 156,766-sq.-ft. office building
in Shelton, Connecticut.  This loan is on the watchlist because it
reported a 2005 DSCR of 0.94x, down from 1.06x in 2004 and 1.47x
in 2003.  The remaining loans on the watchlist appear there
primarily due to DSCR or occupancy issues.

Standard & Poor's stressed the specially serviced asset, the loans
on the watchlist, and other loans with credit issues as part of
its analysis.  The resultant credit enhancement levels support the
raised and affirmed ratings.

Ratings Raised:

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2001-CP4

                             Rating

             Class   To     From   Credit enhancement
             -----   --     ----   ------------------
               C     AAA    AA+          13.94%
               D     AA+    AA-          11.90%
               E     AA     A            10.40%
               F     AA-    BBB+          8.91%
               G     A      BBB           7.82%
               H     BBB+   BBB-          5.78%
               K     BB     BB-           3.05%
               L     BB-    B+            2.24%

Ratings Affirmed:

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2001-CP4

               Class    Rating   Credit enhancement
               -----    ------   ------------------
                A-1      AAA           23.87%
                A-2      AAA           23.87%
                A-3      AAA           23.87%
                A-4      AAA           23.87%
                B        AAA           18.16%
                J        BB+            4.01%
                M        B              1.56%
                N        B-             1.01%
                A-CP     AAA             N/A
                A-X      AAA             N/A

                      N/A - Not applicable


CVEK BUILDERS: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: CVEK Builders, Inc.
        1530 Hubbard Avenue, Unit B
        Batavia, Illinois 60510
        Tel: (630) 845-2638

Bankruptcy Case No.: 06-06151

Type of Business: The Debtor offers personalized architectural
                  Design, home remodeling and construction
                  services.  See http://www.cvekbuilders.com

Chapter 11 Petition Date: May 27, 2006

Court: Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtor's Counsel: Teresa L. Einarson, Esq.
                  Thomas & Einarson Ltd.
                  1213 South Joliet Street, Suite F
                  West Chicago, Illinois 60185
                  Tel: (630) 562-2280
                  Fax: (630) 562-2282

Total Assets:   $823,364

Total Debts:  $1,650,724

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Internal Revenue Service         Taxes                   $222,203
230 South Dearborn Street
Mail Stop 5010 CHI
Chicago, IL 60604

Daves Electric                   Subcontractor            $94,945
1545 Paramount Parkway
Batavia, IL 60510-1469

FE Wheaton & Co. Inc.            Materials                $78,092
P.O. Box 459
Yorkville, IL 60560-0459

Jims Decorating Co. Inc.         Subcontractor            $76,181

A&J Concrete Construction        Subcontractor            $60,978

Jim and Patty Lambert            Pending Lawsuit          $50,000

Kustom Heating & Cooling         Subcontractor            $41,068

Prado Verdes Landscaping         Landscaping Services     $36,366

Juan Rivera                      Subcontractor            $36,353

SS Schwarz Construction          Subcontractor            $33,920

Hogan Plumbing Inc.              Subcontractor            $33,110

Cleary Plastering                Subcontractor            $29,650

Jama Cedar Construction          Subcontractor            $28,143

Huebner Roofing Inc.             Subcontractor            $27,035

Citibank USA                     Home Depot Purchases     $26,965

Russ All Plumbing & Sewer        Subcontractor            $23,150

Granite & Marble                 Subcontractor            $21,621
Expressions, Inc.

Enterprise Plumbing              Subcontractor            $20,992

Illinois Department of                                    $18,752
Employment Security


DOBSON COMMS: Prices Tender Offer for Unit's Sr. Secured Notes
---------------------------------------------------------------
Dobson Communications Corporation disclosed that its wholly owned
subsidiary Dobson Cellular Services, Inc., determined the price to
be paid in its tender offer for any and all of its First Priority
Senior Secured Floating Rate Notes due 2011 (CUSIP No. 256067AF6).

The total consideration for each $1,000 principal amount of Notes
validly tendered and not withdrawn prior to the consent time, 5:00
p.m., New York City time, on May 19, 2006, is $1,038.45, which
includes a consent payment of $30.  The total consideration was
determined by reference to a fixed spread of 50 basis points over
the yield of the 2.50% U.S. Treasury Note due Oct. 31, 2006, which
yield was calculated at 2:00 p.m., New York City time, on May 19,
2006.  The reference yield and the tender offer yield are 5.023%
and 5.523%, respectively.  Holders who validly tender their Notes
after the consent time are not eligible to receive the consent
payment.

The Company also announced that Dobson Cellular obtained the
requisite consents to the proposed amendments to the tendered
Notes and the indenture governing the Notes from the holders of a
majority in aggregate principal amount of the outstanding Notes.
As of 5:00 p.m., on May 19, 2006, tenders and consents had been
received with respect to approximately 93% of the outstanding
principal amount of the Notes.

The tender offer is scheduled to expire at 12:00 midnight, New
York City time, on June 5, 2006, unless extended.  The tender
offer is subject to the satisfaction of certain conditions,
including the condition that all conditions to the closing of the
resale of the tendered Notes as Series B Notes have been satisfied
or waived.  Further details concerning the tender offer and
consent solicitation are set forth in the Statement.

The Company has engaged Morgan Stanley & Co. Incorporated as
Dealer Manager and Solicitation Agent for the tender offer and
consent solicitation. Persons with questions regarding the tender
offer or the consent solicitation should be directed to

           Morgan Stanley & Co.
           Attn: Francesco Cipollone
           Toll Free: (800) 624-1808
           Collect: (212) 761-1941.

Requests for documents should be directed to:

           Bondholder Communications Group
           Information and Tender Agent
           Attn: Denise Conway
           Phone: (212) 809-2663

Headquartered in Oklahoma City, Dobson Communications Corporation
(Nasdaq:DCEL) -- http://www.dobson.net/-- provides wireless phone
services to  rural markets in the United States and owns wireless
operations in 16 states.

                            *   *   *

As reported in the Troubled Company Reporter on April 24, 2006,
Fitch assigned ratings for Dobson Communications Corp. and its
subsidiaries:

  Dobson Communications Corp.:

     -- Issuer default rating 'B-'
     -- $160 million senior floating rate notes 'CCC+/RR5'
     -- $150 million senior convertible debentures 'CCC+/RR5'
     -- $420 million senior notes 'CCC+/RR5'
     -- $136 million convertible preferred stock 'CCC-/RR6'

  Dobson Cellular Systems Inc.:

     -- Issuer default rating 'B-'
     -- $75 million senior secured credit facility 'BB-/RR1'
     -- $500 million first priority secured notes 'BB-/RR1'
     -- $325 million second priority secured notes 'BB-/RR1'

Dobson Communications Corp.' 8-7/8% Senior Notes due 2013 carry
Moody's Investors Service's Caa2 rating and Standard & Poor's CCC
rating.


DOLE FOOD: Fitch Downgrades Senior Unsecured Debt Rating to CCC+
----------------------------------------------------------------
Fitch Ratings removed Dole Food Company, Inc. from Rating Watch
Negative, where it was placed on April 10, 2006, and downgraded
the company's Issuer Default Rating, unsecured debt, and Recovery
Ratings.  Fitch withdrew its credit rating on Dole Holding
Company, LLC's second-lien term loan, which was refinanced by Dole
Food Co. on April 12, 2006.

Fitch downgraded these ratings:

  Dole Food Company, Inc. (Operating Company):

    -- Issuer Default Rating to 'B-' from 'B'
    -- Senior secured bank facility to 'BB-/RR1' from 'BB/RR1'
    -- Senior unsecured debt to 'CCC+/RR5' from 'BB-/RR2'

  Solvest Ltd. (Bermuda-based Subsidiary):

    -- Senior secured bank facility to 'BB-/RR1' from 'BB/RR1'

  Dole Holding Company, LLC (Intermediate Holding Company):

    -- IDR to 'B-' from 'B'

Fitch also assigned these ratings:

  Dole Food Company, Inc.:

    -- Secured asset-based revolving facility 'BB-/RR1'

  Solvest Ltd.:

    -- IDR 'B-'

These rating actions affect Dole's approximate $2.5 billion in
consolidated debt outstanding as of April 12, 2006.  The Rating
Outlook is Negative.

The ratings downgrade and Negative Outlook reflect Dole's high
leverage and the extremely weak operating fundamentals of the
fresh produce industry.  Elevated fuel and other commodity costs
disproportionately affect global fresh produce companies because
much of their production is imported from Latin and Central
America.  Also, effective Jan. 1, 2006, the cost to market bananas
increased as tariffs on bananas imported into the European Union
rose 135% to EUR176/metric ton.

The ratings also incorporate risks related to Dole's private
ownership structure and lack of material covenants in its credit
facilities and bond indentures.  While high debt levels increase
financial risk, the lack of significant near-term debt maturities
and over $200 million of availability on its $350 million asset-
based revolver provides adequate near-term financial flexibility.
Dole has $390 million of debt maturities in 2009 and its revolver
expires in 2011.  If improvement in operating fundamentals and
leverage is not apparent within the next several quarters, further
downgrades to Dole's ratings may be warranted.

Fitch's actions follow a review of Dole's first-quarter ended
March 25, 2006 results, final fiscal 2005 financial results, and
its recently renegotiated secured credit agreements.  Dole's
credit profile has weakened over the past 15 months due primarily
to significant declines in operating income and higher debt
levels.

For the latest 12 months ended March 25, 2006, total debt
(excluding holding company debt)-to-operating EBITDA was 7.2x,
operating EBITDA-to-interest incurred was 2.1x, and net cash flow
from operations-to-total debt was 0.4%.  In fiscal 2004, these
credit statistics measured 4.0x, 3.0x, and 11.6%, respectively.

During the first quarter ended March 25, 2006, operating income
declined 77% versus the prior year period.  For the year ended
Dec. 31, 2005, operating income declined 29% versus the full year
2004.  The deterioration has primarily been caused by higher fuel,
packaging and production costs.  Fuel and other distribution
related costs are estimated at about a third of overall expenses.
Higher banana import tariffs contributed to the decline during the
March 25, 2006 period.  Bananas have historically represented
about a third of gross profit.

Dole's debt balances have increased because of higher working
capital requirements.  Large working capital fluctuations are not
unusual for the commodity produce industry.  However, on April 12,
2006, Dole expanded its secured credit facility to $1.425 billion
from $1.050 billion.  The company refinanced Dole Holdings, LLC's
second-lien term loan at the Dole Food Co. level, thus lowering
its cost of capital, raised the size of Solvest's term loan
borrowings, and provided cash collateralization for its letters of
credit.

Dole's new credit facilities do not have many financial
maintenance covenants and have limited restrictions related to the
financing of its wellness center projects.  The only significant
covenants are a minimum quarterly fixed-charge coverage
requirement of 1.0x and a limitation on the incurrence of
additional debt if total leverage exceeds 5.5x.  Fitch anticipates
that, over the intermediate term, Dole's leverage can normalize
below 5.5x.  This would be acceptable for the 'B-' rating
category.

In the near term, Fitch expects Dole's credit protection measures
to remain weak as the company manages through the new European
Union banana regime and as fuel and container-board expenses
remain elevated.  For the quarter ended March 25, 2006, Dole
received a waiver for certain covenants contained in its secured
credit facility that was subsequently refinanced in April.

Maximum leverage in the old facility was 5.75x through the third
quarter of fiscal 2006, stepping down to 3.5x by year-end 2009.
Dole's new credit facilities do not have a maximum leverage
covenant.  Nonetheless, Fitch anticipates that there is high
probability that Dole may need to obtain additional waivers
relating to its fixed-charge coverage covenant.  For the LTM ended
March 25, 2006, Fitch calculates that Dole's fixed-charge coverage
approached 1.0x.

In a distressed scenario, Fitch anticipates reduced recovery
prospects for Dole's senior unsecured indebtedness.  The 'RR5'
recovery rating reflects below-average recovery in the event of
default.  This is primarily due to the increased amount of secured
debt in Dole's capital structure.

Solvest's secured bank facility increased from roughly $500
million of term loans and a revolver to $700 million of term
loans.  While the subsidiary does not have any real assets, its
debt is guaranteed by DHM Holdings, Inc. (parent) and certain
domestic and foreign subsidiaries on a pari passu basis with
Dole's secured obligations.  Dole's credit facility has a special
provision applicable to lenders in a sharing of collateral event.
The provision describes a mandatory procedure which is intended to
result in equitable sharing of credit risk for all tranches of
debt, including that issued by Solvest.  The debt of Solvest also
has a claim on certain U.S. cash flows and assets.  As a result,
in a distressed scenario, recovery on Solvest's secured debt is
anticipated to be equal with that of Dole's secured creditors.

Dole Food Company is one of the world's largest producers of fresh
fruit, fresh vegetables, and fresh-cut flowers.  Approximately 54%
of Dole's revenue is generated from outside of the U.S. Dole's
operations are fully integrated, with the vast majority of
growing, harvesting, processing and packaging done in South
America and the Far East; 58% of Dole's tangible assets are
outside of the U.S. Dole's four primary operating segments
contributed to 2005 revenue and operating income:

   * Fresh Fruit 63% of 2005 revenues and 68% of 2005 operating
     income;

   * Fresh Vegetables 18% of revenues and 4% of operating income;

   * Packaged Foods 15% of revenues and 29% of operating income;
     and

   * Fresh-Cut Flowers, which contributed 3% of revenues but lost
     $5.1 million.

Dole Foods is 100% owned by its CEO and chairman, David H.
Murdock.


EAGLEPICHER HOLDINGS: Court Sets 3-Day Plan Confirmation Hearing
----------------------------------------------------------------
The Hon. J. Vincent Aug, Jr. of the U.S. Bankruptcy Court for the
Southern District of Ohio will convene a hearing at 10:00 a.m. on
June 1, 2 and 5, 2006, to consider confirmation of EaglePicher
Holdings, Inc., and its debtor-affiliates' Amended Joint Plan of
Reorganization.

The Court believes that three full days may be needed for the
confirmation hearing.

                        Treatment of Claims

Under the Debtors' Plan, all Administrative Expenses will be paid
in full and in cash.

Each holder of Priority Tax Claims, will be:

     a. paid in full and in cash on the effective date; or

     b. paid in full and in cash over a period not exceeding six
        years after the date of assessment, with interest at a
        rate equal to the Federal Judgment Rate as of the
        Confirmation Date.

Holders of allowed Unsecured Claims will be paid in cash, as soon
as practicable after the Effective Date.

In full payment of Secured Lender Claims, the claim will be
either:

     a. paid in full and in cash,

     b. paid using the proceeds of the sale or disposition of the
        property securing the holder's claim.

     c. rendered satisfied pursuant to an agreement by and among
        the Debtors and the holders of the Secured Lender Claim.

The Pre-Petition Note Claims against each of the Debtors are
deemed allowed in the amount of $252,708,333.  Each holder of
Class 2A and 2B Pre-Petition Note Claims will receive, on the
Initial Distribution Date and any Subsequent Distribution Dates,
to the extent available for distribution:

   a) Pro Rata Share of any Estate Cause of Action Recoveries of
      Holdings for Class 2A;

   b) Pro Rata Share of any Estate Cause of Action Recoveries of
      EaglePicher Inc., Pro Rata Share of any Residual Interest in
      the EPI Custodial Trust and Pro Rata Share of any Residual
      Interest in the TP Custodial Trust relating to Transitional
      Property owned by EPI for Class 2B;

Holders of Class 2C Pre-Petition Note Claims will receive:

   a) its Unsecured Claim Distribution Amount in the form of New
      HoldCo Common Stock on the Effective Date;

   b) its Pro Rata Share of any Estate Cause of Action Recoveries
      of EaglePicher Technologies LLC, to be distributed on the
      Initial Distribution Date and any Subsequent Distribution
      Dates, to the extent the Estate Cause of Action Recoveries
      are available for distribution;

   c) its Pro Rata Share of any Residual Interest in the EPT
      Custodial Trust;

   d) its Pro Rata Share of any Excess Cash on each applicable
      Distribution Date; provided, however, that the Pro Rata
      Share of Excess Cash will be paid directly by the Plan Trust
      to New HoldCo on behalf of each holder; and

   e) its Pro Rata Share of any Residual Interest in the TP
      Custodial Trust relating to Transitional Property owned by
      EPT.

Holders of Class 2D Pre-Petition Note Claims will receive:

   a) its Unsecured Claim Distribution Amount in the form of New
      HoldCo Common Stock on the Effective Date;

   b) its Pro Rata Share of any Estate Cause of Action Recoveries
      of EaglePicher Pharmaceutical Services, LLC, to be
      distributed on the Initial Distribution Date and any
      Subsequent Distribution Dates, to the extent the Estate
      Cause of Action Recoveries are available for distribution;
      and

   c) its Pro Rata Share of any Excess Cash on each applicable
      Distribution Date; provided, however, that any Pro Rata
      Share of Excess Cash will be paid directly by the Plan Trust
      to New HoldCo on behalf of each holder.

Each holder of a Class 2E Pre-Petition Note Claims will receive:

   a) its Unsecured Claim Distribution Amount in the form of New
      HoldCo Common Stock on the Effective Date;

   b) its Pro Rata Share of any Estate Cause of Action Recoveries
      of EaglePicher Filtration & Minerals, LLC, to be distributed
      on the Initial Distribution Date and any Subsequent
      Distribution Dates, to the extent the Estate Cause of
      Action Recoveries are available for distribution; and

   c) its Pro Rata Share of any Excess Cash on each applicable
      Distribution Date; provided, however, that any Pro Rata
      Share of Excess Cash will be paid directly by the Plan Trust
      to New HoldCo on behalf of each holder.

Each holder of a Class 2F Pre-Petition Note Claims will receive:

   a) its Unsecured Claim Distribution Amount in the form of New
      HoldCo Common Stock on the Effective Date;

   b) its Pro Rata Share of any Estate Cause of Action Recoveries
      of the Hillsdale Debtors to be distributed on the Initial
      Distribution Date and any Subsequent Distribution Dates, to
      the extent the Estate Cause of Action Recoveries are
      available for distribution;

   c) its Pro Rata Share of any Excess Cash on each applicable
      Distribution Date; provided, however, that any Pro Rata
      Share of Excess Cash will be paid directly by the Plan Trust
      to New HoldCo on behalf of each holder; and

   d) its Pro Rata Share of any Residual Interest in the TP
      Custodial Trust relating to Transitional Property owned by
      the Hillsdale Debtors.

Equity interest holders will receive no distributions under the
Plan.

A copy of the redlined version of the Debtor's Amended Joint Plan
of Reorganization is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060525215431

Headquartered in Phoenix, Arizona, EaglePicher Incorporated
-- http://www.eaglepicher.com/-- is a diversified manufacturer
and marketer of innovative advanced technology and industrial
products for space, defense, automotive, filtration,
pharmaceutical, environmental and commercial applications
worldwide.  The company along with its affiliates and parent
company, EaglePicher Holdings, Inc., filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Ohio Case No. 05-12601).
Stephen D. Lerner, Esq., at Squire, Sanders & Dempsey L.L.P,
represents the Debtors in their restructuring efforts.  Houlihan
Lokey Howard & Zukin is the Debtors financial advisor.  When the
Debtors filed for protection from their creditors, they listed
$535 million in consolidated assets and $730 in consolidated
debts.


ELLIEGRAPHICS LTD: Assignee Auctioning Equipment on May 31
----------------------------------------------------------
Caspert Management Co., Inc., will auction some of Elliegraphics,
Ltd.'s assets at 12:00 noon on Wednesday, May 31, 2006.  The
auction will be held at 34-08 46th Street in Long Island City, New
York.  Potential bidders may inspect the equipment at 9:00 a.m.
the morning of the sale.

Caspert says the assets to be auctioned include:

   * one 2001 Polar 115ED 45" Power Paper Cutter With Stack Lift,
   * two Kensol KF2500 & KF500 Auto Foil Stampers,
   * one Heidelberg 18" x 23" Die Cutter,
   * one Halm Super Jet JP-WOD-6EX Envelope Printer,
   * two Scott Index Tabbers,
   * one Scott EdgeReinforcing Machine,
   * one Ehrliman Colly Collator,
   * one Lhermite Auto Punch,
   * three Kensol Hot Stampers,
   * two Sickinger Wire Closers,
   * one Sterling 15" Punchmaster,
   * one James Burn Semi-Automatic Binder,
   * Shelving, Office Furniture, Supplies and More.

The sale is being conducted at the direction of Paul D. Feinstein,
Esq., the Assignee in an Assignment for the Benefit of Creditors
proceeding (Supreme Court of Queens County, Index No. 824606), who
can be reached at:

   Paul D. Feinstein, Esq.
   60 East 42nd Street, Suite 1136
   New York, NY 10165
   Tel: (212) 687-2080
   Fax: (212) 687-2084

Mr. Feinstein's lawyer is:

   Richard L. Koral, Esq.
   60 East 42nd Street, Suite 2320
   New York, New York
   Tel: (212) 682-1212

The Auctioneer can be reached at:

   Caspert Management Co., Inc.
   333 Sylvan Avenue
   Englewood Cliffs, New Jersey 07632
   Tel: (800) 33-AUCTION

Elliegraphics, Ltd. -- http://www.elliegraphics.com/-- is a
privately held company.  Formerly located at 137 Varick St. in
Manhattan, the company relocated to 34-08 46th Street in Long
Island City, New York, last year.


ENRON: Settling Dispute with Water District of Southern Calif.
--------------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, Reorganized Enron Corporation and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Southern District of New
York to approve their settlement agreement, dated April 24, 2006,
with The Metropolitan Water District of Southern California.

Evan R. Fleck, Esq., at Cadwalader, Wickersham & Taft LLP, in New
York, explains that the parties were involved in transactions
concerning the electricity, natural gas and associated markets in
the Western United States during the period from January 16, 1997
through June 25, 2003.

Commencing in November 2000 and extending through March 2002,
Metropolitan and Enron Power Marketing, Inc., entered into a
series of daily, monthly and quarterly contracts under a Western
Systems Power Pool Agreement.

On February 13, 2002, the U.S. Federal Energy Regulatory
Commission directed its Trial Staff to commence a fact-finding
investigation of potential market manipulation of electric and
natural gas prices in the Western Markets.

Metropolitan is an intervenor in the FERC proceedings involving
the potential disgorgement of unjust profits by Enron related to
its activities and compliance with FERC tariffs, policies and
directives during the show cause period.

On March 26, 2003, the FERC Trial Staff issued its final report
on price manipulation in the Western Markets.  The Trial Staff's
final report found that the market monitoring and information
protocols contained in the California ISO and PX tariffs put
participants on notice that misconduct that arose from abuses of
market power, and that adversely affected the efficient
operations of the California ISO and PX markets, were violations
of the California ISO and PX tariffs.

The final report also stated that the Trial Staff's preliminary
analysis of spot-market clearing prices, as compared to
generation input costs during May to October 2000, revealed what
appeared to be instances of potential anomalous bidding behavior.

On June 25, 2003, the FERC ordered the Debtors to show cause why
they had not participated in activities that constitute gaming or
anomalous market behavior in violation of the California ISO and
PX Tariffs.  On the same day, the FERC directed the Debtors to
show cause why they had not worked in concert through
partnerships, alliances, or other arrangements to engage in
activities that constitute Gaming Practices under the California
ISO and PX Tariffs.

On March 10, 2006, Enron and the Trial Staff filed an offer of
settlement with the FERC.  The settlement required Enron to
extend an offer of settlement to Metropolitan reflecting
comparable value to Enron's settlements with the City of Santa
Clara, California and Valley Electric Association, Inc.

Following negotiations, Enron and Metropolitan signed the
Settlement Agreement.  They agree that:

  (1) Metropolitan will pay EPMI $316,000 as settlement payment;

  (2) Metropolitan will acknowledge that it did not file any
      proof of claim in Enron's bankruptcy cases, and
      Metropolitan' claims as set forth in the liability
      schedules will be disallowed in their entirety;

  (3) Metropolitan will transfer, assign and convey to Enron all
      rights or claims to allocable shares of any profits, if
      any, that Enron may be finally required and ordered to
      disgorge in the Partnership/Gaming Proceeding;

  (4) Metropolitan will, with respect to the Enron Parties,
      withdraw all pleadings, testimony and related exhibits
      filed with the FERC.  Metropolitan's withdrawal from the
      FERC Proceedings will include, without limitation:

        (i) withdrawal of its appeals and participation as
            against Enron, and agreement to take no position
            against Enron in any forum arising out of Enron
            Power Marketing, Inc. v. FERC, Case No. 04-1040,
            pending before the United States Court of Appeals for
            the District of Columbia Circuit; and

       (ii) its agreement to take no position regarding any
            request for retroactive revocation of any Enron
            Entity's market-based rate or blanket marketing
            authority in any forum; and

  (5) they will mutually release each other from all claims,
      causes of actions and liabilities.

The parties also agree to dismiss with prejudice Adversary
Proceeding No. 04-02968, filed by EPMI against Metropolitan.

Mr. Fleck tells Judge Gonzalez that the Settlement Agreement will
resolve the complex and disputed regulatory proceedings,
bankruptcy and adversary proceedings, appellate proceedings,
litigations and investigations concerning numerous issues and
allegations arising from events relating to the Western Energy
Disputes.

The Settlement Agreement is subject to the FERC's approval.  To
reap the full economic benefits negotiated for in the Settlement
Agreement, the parties will ask the FERC to approve the
Settlement Agreement on or before August 31, 2006.

The Court approves the Settlement Agreement.

                        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)


ENRON CORP: District Court Approves $6.6B Class Suit Settlements
----------------------------------------------------------------
The Honorable Melinda Harmon of the U.S. District Court for the
Southern District of Texas grants final approval to three separate
settlement agreements totaling $6,600,000,000 by the Canadian
Imperial Bank of Commerce, JP Morgan Chase and Citigroup, with
Enron Corp.'s shareholders.

Enron's investors, with the University of California as lead
plaintiff, filed a class action suit against, among others, the
three banks for allegedly aiding Enron in concealing its financial
misdeeds that led to the company's collapse and bankruptcy filing
in 2001.  UC says that the investors lost billion of dollars.

The class action suit is Case No. 4:01-cv-03624, captioned Newby,
et al., v. Enron Corporation, et al.  The defendants in the suit
also include the financial institutions of Merrill Lynch, Credit
Suisse First Boston, Barclays Bank, and Deutsche Bank; Goldman
Sachs, because of its role as an underwriter of Enron securities;
former officers of Enron; and its accountants, Arthur Andersen,
and certain law firms.

                    The Citigroup Settlement

Citigroup has agreed to make a $2,000,000,000 pre-tax payment to
the settlement class, which consists of all purchasers of all
publicly traded equity and debt securities issued by Enron and
Enron-related entities between September 9, 1997 and December 2,
2001.

The settlement is fully covered by Citigroup's existing litigation
reserves.  The settlement amount includes the plaintiff attorneys'
fees, which will be determined by the District Court.  The
settlement provides that Citigroup denies committing any violation
of law and has agreed to the settlement solely to eliminate the
uncertainties, burden and expense of further protracted
litigation.

                  The JPMorgan Settlement

JPMorgan Chase will pay $2,200,000,000 to the settlement class.
Plaintiff attorneys' fees will be paid out of the settlement.

UC alleged in the class action suit that JPMorgan Chase
participated in an elaborate scheme to defraud investors and
thereby violated Section 10(b) of the Securities Exchange Act of
1934 and other securities laws.

The settlement, however, does not include any admission of
wrongdoing by JPMorgan Chase.  JPMorgan said that it agreed to the
settlement solely to eliminate the uncertainties, burden and
expense of further protracted litigation.

                      The CIBC Settlement

Canadian Imperial Bank of Commerce will pay $2,400,000,000 to the
settlement class.  Plaintiff attorneys' fees will be paid out of
the settlement.  The settlement does not include any admission of
wrongdoing by CIBC.

UC alleged that CIBC participated in an elaborate scheme to
defraud investors, in violation of Section 10(b) of the Securities
Exchange Act of 1934 and other securities laws.

CIBC stated that it agreed to the settlement solely to eliminate
the uncertainties, burden and expense of a protracted litigation.

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. 173; Bankruptcy Creditors'
Service, Inc., 15/945-7000)


EPIXTAR CORP: McClain & Co Steps Down as Independent Auditor
------------------------------------------------------------
The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida in Miami authorized CBIZ McClain
Accounting, Tax & Advisory of South Florida, LLC and McClain &
Company, LC, to withdraw as Epixtar Corp. and its debtor-
affiliates' financial professionals.

The Debtors hired CBIZ McClain as their accountants and McClain &
Company as auditors.

In a letter, dated April 21, 2006, addressed to Jack Cooney,
chairman of Epixtar Corp.'s Audit Committee, McClain & Company
informed the Debtors of its decision to withdraw from the
engagement.

The auditing firm said that it had lost confidence in the judgment
of the Company's management.  The auditing firm also accused the
Debtors of attempting to coerce them into giving an opinion with
respect to the Company's financial statements.  According to
McClain & Company, the Debtors had threatened to take legal action
if the auditing firm pursued its decision to resign.

                   Internal Control Weaknesses

In the course of McClain & Company's audit of the Debtors'
financial statements for the year ended Dec. 31, 2005, the
auditing firm identified weaknesses in the Debtor's internal
controls that eventually gave rise to questions regarding the
judgment of the Debtors' management.

McClain & Company pointed out:

    --  the Debtors have failed to disclose that there were
        pending felony charges against the Company's Chief
        Operating Officer dating back to November 2004 and that
        the executive had pled guilty on the charges.  The
        auditing firm questioned the Debtors' decision to
        retain the executive officer.

    --  the Debtor filed, without the auditing firm's knowledge or
        consent, a Form 12b-25 which was inaccurate, incomplete
        and materially misleading.  The auditing firm complained
        that a statement in the document saying " [McClain &
        Company] were unable to complete the preparation of the
        financial statements" was both false and misleading.

Morrison, Brown, Argiz & Farra, LLP, replaced McClain & Company as
the Debtors' auditors.

                          About Epixtar

Based in Miami, Florida, Epixtar Corp. -- http://www.epixtar.com/
-- fdba Global Assets Holding, Inc., aggregates contact center
capacity and robust telephony infrastructure to deliver
comprehensive, turnkey services to the enterprise market.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 6, 2005 (Bank. S.D. Fla. Case No. 05-42040).  Michael D.
Seese, Esq., at Kluger, Peretz, Kaplan & Berlin, P.L., represents
the Debtors in their restructuring efforts.  Glenn D. Moses, Esq.,
at Genovese Joblove & Battista, P.A., represents the Company's
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$30,376,521 and total debts of $39,158,724.


FALCON AIR: Section 341(a) Meeting Scheduled for June 20
--------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Falcon
Air Express, Inc.'s creditors at 2:00 p.m., on June 20, 2006, at
the Claude Pepper Federal Building, 51 Southwest First Avenue,
Room 1021 in Miami, Florida.  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 Miami, Florida, Falcon Air Express, Inc. --
http://www.falconairexpress.net/-- is a small and low-cost
airline company that provides charter service and renders foreign
and U.S. carriers sub-services on schedules routes.  The Debtor
and its affiliate, MAJEL Aircraft Leasing Corp., filed for chapter
11 protection on May 10, 2006 (Bankr. S.D. Fla. Case Nos. 06-11877
& 06-11878).  Brian G. Rich, Esq., at Berger Singerman, P.A.,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts between $10 million and $50 million.


FDL INC: Objects to Fifth Third's Trustee Appointment Motion
------------------------------------------------------------
FDL, Inc., objects to Fifth Third Bank's motion to appoint a
chapter 11 trustee or examiner.

In light of the sale of substantially all of Debtor's assets
scheduled for May 30, 2006, the appointment of a trustee or an
examiner would not be warranted at this time, Erick P. Knoblock,
Esq., at Dale & Eke, P.C., tells the U.S. Bankruptcy Court for the
Southern District of Indiana, in Indianapolis.

As reported in the Troubled Company Reporter on April 24, 2006, G.
Ronald Heath, Esq., at Hoover Hull LLP, counsel of Firth Third,
tells the Court that it wants a chapter 11 Trustee or Examiner to
investigate the Debtor's purported dishonest practices.  According
to Mr. Heath, the Debtor:

      -- submitted cash flow projections in support of its Cash
         Collateral motion that contained misrepresentations of
         facts about its alleged agreements with Fifth Third;

      -- violated its credit agreement with Fifth Third by
         concealing the existence of an operating account at
         Regions Bank; and

      -- misappropriated pre-petition funds that should have been
         paid to Fifth Third.

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


FDL INC: Committee Withholds Position on Trustee's Appointment
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in FDL,
Inc.'s chapter 11 case responded to Fifth Third Bank's motion to
appoint a chapter 11 trustee or examiner.

The Committee said that it cannot take a position concerning the
appropriateness of appointing a trustee or an examiner in the
Debtor's case because it has not yet completed its investigation
of the Debtor.

The Committee reserves the right to challenge the request for
appointment of a trustee or examiner, James E. Rossow, Jr., Esq.,
at Rubin & Levin, P.C., tells the U.S. Bankruptcy Court for the
Southern District of Indiana, in Indianapolis.

The Committee understands that Fifth Third Bank is not presently
pursuing appointment of a trustee or an examiner in light of the
May 30 auction.

Accordingly, neither Fifth Third Bank nor any other party is
prejudiced from the Committee's withholding of its position.

As reported in the Troubled Company Reporter on April 24, 2006, G.
Ronald Heath, Esq., at Hoover Hull LLP, counsel of Firth Third,
tells the Court that it wants a chapter 11 Trustee or Examiner to
investigate the Debtor's purported dishonest practices.  According
to Mr. Heath, the Debtor:

      -- submitted cash flow projections in support of its Cash
         Collateral motion that contained misrepresentations of
         facts about its alleged agreements with Fifth Third;

      -- violated its credit agreement with Fifth Third by
         concealing the existence of an operating account at
         Regions Bank; and

      -- misappropriated pre-petition funds that should have been
         paid to Fifth Third.

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


FEP TRUST: Moody's Junks Rating on Four Classes of Notes
--------------------------------------------------------
Moody's Investors Service downgraded these classes of notes of FEP
Receivables Trust 2001-1:

   * Class A Notes, downgraded to Caa3 from B1
   * Class B Notes, downgraded to Ca from Caa2
   * Class A-3L Notes, downgraded to Caa2 from B2
   * Class BL Notes, downgraded to Ca from Caa2

The cash flows supporting these Notes are various future fees
generated by equity and debt mutual funds.  The credit quality of
a security backed by mutual fund fees depends on the likely fees
to be generated by the mutual funds during the life of the
security, and the potential variability of such collections.

Expected future fees are highly dependent upon forecast values of
the mutual funds, which, in turn, are linked to current values and
informed by historical performance. The future fee revenues also
depend upon the fee schedules relating to the mutual fund pools
from which fees are generated.

Fees providing cash flows to these transactions include: CDSC
fees, based on a 6-7 year declining scale and assessed upon
redemption of mutual fund shares, and 12b-1 fees, charged for the
first 8-12 years of share ownership. Both types of fees are linked
to the Net Asset Values of mutual fund positions.

The remaining classes of notes in this transaction are expected to
experience continued declines in cashflows, due to graduation off
of fee schedules and possibly due to potential volatility in the
underlying mutual fund values.


FORD MOTOR: Board Approves Terms of President's Retirement
----------------------------------------------------------
As reported in the Troubled Company Reporter on April 11, 2006,
James J. Padilla, Ford Motor Company's President and Chief
Operating Officer, will retire effective July 1, 2006.

On May 10, 2006, the Compensation Committee of the Board of
Directors of the Company approved the terms of Mr. Padilla's
retirement arrangement under the terms of the Select Retirement
Plan, which requires that he sign a separation waiver agreement.
This arrangement will be confirmed in an agreement between the
Company and Mr. Padilla.

He will be entitled to retirement benefits under that plan as
designated for a Company President and Chief Operating Officer.
He also will be eligible for the same post-retirement benefits,
like health care and life insurance on the same terms and
conditions as other Company salaried employees retiring at the
same time.

He also will be eligible for two executive vehicles under the
Executive Evaluation Vehicle Program, consistent with standard
benefits under that program.

In connection with his retirement arrangement, Mr. Padilla will
agree not to enter into any arrangement that would be competitive
with the Company or any subsidiaries and to maintain
confidentiality on all Company matters, refrain from engaging in
inimical conduct toward the Company and assist in litigation on
the Company's behalf.

In addition, Mr. Padilla will be eligible to receive a
performance-based Restricted Stock Equivalent award for his 2006
performance and to receive non-prorated Final Awards for his
outstanding Performance Stock Rights.

Further, restrictions on his Restricted Stock Equivalents award
for 2005 performance will lapse as of July 1, 2006.  Mr. Padilla
will be deemed to have met the minimum holding period requirements
for any of his stock-based awards.

In order to provide for a smooth transition of Mr. Padilla's
duties, the Compensation Committee approved the terms of a
consulting agreement to be entered into between the Company and
Mr. Padilla.

Under the agreement, Mr. Padilla will agree to be available to
serve as a consultant on special assignment to the Chairman and
Chief Executive Officer commencing on July 1, 2006 and ending
June 30, 2007.

Mr. Padilla's consulting fee will be $592,080, paid $148,020 for
each three-month period in advance. The fee will be pro-rated if
the agreement is terminated prior to the end of any such three-
month period.  During the term of the agreement, Mr. Padilla will
be reimbursed for customary and reasonable business-related
expenses and travel that he is authorized to take, consistent with
Company policies and procedures.

During the term of the agreement, Mr. Padilla will be provided
with an office and computer support when in Dearborn and will be
provided travel support services by the Company in making aircraft
travel arrangements in connection with services to be provided
under the agreement.  He will not be entitled to use the Company
aircraft.

He also will be provided a laptop computer, software, a docking
station with monitor, printer, fax machine and wireless support,
email, internet connection, and phone service for use during the
term of the agreement.

                         About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Company --
http://www.ford.com/-- is the world's third largest automobile
manufacturer.  The Company manufactures and distributes
automobiles in 200 markets across six continents.  With more than
324,000 employees worldwide, the company's core and affiliated
automotive brands include Aston Martin, Ford, Jaguar, Land Rover,
Lincoln, Mazda, Mercury and Volvo.  Its automotive-related
services include Ford Motor Credit Company and The Hertz
Corporation.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 13, 2006,
Moody's Investors Service lowered its ratings on Ford Motor
Company (Corporate Family and long-term to Ba3 from Ba1).  The
rating outlook for Ford Motor is negative.

As reported in the Troubled Company Reporter on Jan. 9, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Ford Motor Co., Ford Motor Credit Co. (Ford Credit),
and all related entities to 'BB-/B-2' from 'BB+/B-1' and removed
them from CreditWatch, where they were placed on Oct. 3, 2005,
with negative implications.  S&P said the outlook is negative.


FORD MOTOR: S&P Places BB- Long-Term Rating on Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' long-term and
'B-2' short-term ratings on Ford Motor Co., Ford Motor Credit Co.,
and related entities -- except FCE Bank PLC -- on CreditWatch with
negative implications.

The 'BB-' long-term rating on FCE Bank PLC, Ford Credit's European
bank, was placed on CreditWatch with developing implications,
while its 'B-2' short-term rating was placed on CreditWatch with
negative implications.

The Ford CreditWatch placement reflects Standard & Poor's
increasing concerns about Ford's performance in 2006 amid
deteriorating product mix and market share in North America and
persistently high commodity costs generally.  Standard & Poor's
currently plans to resolve both of these reviews by the end of
June.

"We will consider the effect of the continuing pressure on Ford's
midsize SUVs, as well as prospects for the health of the crucial
full-size pickup segment," said Standard & Poor's credit analyst
Robert Schulz.  "The remainder of Ford's automotive operations and
Ford Credit are performing in line with our expectations and so
are not central factors in this review.  But, the performance of
these units is not sufficient to offset the problems the company
faces in its North American operations," he continued.

The developing CreditWatch on FCE Bank PLC's long-term rating
reflects Standard & Poor's intention to reassess the protections
afforded FCE's creditors, given the regulation of FCE by the U.K.
Financial Services Authority.  Any rating differentiation of FCE's
rating from that on Ford Motor Credit Co. would likely be limited
to one notch, as is the case with several other captive finance
subsidiaries of major European automotive groups.

As part of this review, Standard & Poor's will assess Ford's sales
performance for the remainder of 2006 and will meet with Ford's
management to discuss the company's plans to address the
heightened challenges it faces in North America.


FUTURE MEDIA: Court Approves Levene Neale as Bankruptcy Counsel
---------------------------------------------------------------
The Honorable Geraldine Mund of the U.S. Bankruptcy Court for the
Central District of California, San Fernando Valley Division, gave
Future Media Productions, Inc., authority to employ Levene, Neale,
Bender, Rankin & Brill, LLP, as its bankruptcy counsel.

Levene Neale will:

      a) advise the Debtor with regard to the requirements of the
         Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules, and
         the Office of the U.S. Trustee as they pertain to the
         Debtor;

      b) advise the Debtor with regard to certain rights and
         remedies of the Debtors bankruptcy estate and the rights,
         claims and interests of its creditors;

      d) represent the Debtor in any proceeding or hearing in the
         Bankruptcy Court involving the Debtors' estate unless the
         Debtor is represented in the proceeding by other special
         counsel;

      e) conduct examination of witnesses, claimants or adverse
         parties and represent the Debtor in any adversary
         proceeding except to the extent that the adversary
         proceeding is in an area outside of the firm's experience
         and capabilities;

      f) assist the Debtor in the preparation of reports,
         applications, pleadings and orders;

      g) assist the Debtor in the negotiation, formulation,
         preparation and confirmation of a plan or plans of
         reorganization and the preparation and approval of a
         disclosure statement; and

      h) perform other necessary and appropriate services as
         requested by the Debtor.

The hourly rate for Levene Neale's professionals are:

         Professional                    Hourly Rate
         ------------                    -----------
         David W. Levene, Esq.               $565
         Martin J. Brill, Esq.               $565
         David L. Neale, Esq.                $495
         Ron Bender, Esq.                    $495
         Craig M. Rankin, Esq.               $495
         Anne E. Wells, Esq.                 $465
         Daniel H. Reiss, , Esq.             $465
         Monica Y. Kim, Esq.                 $465
         David B. Golubchik, Esq.            $465
         Beth Ann R. Young, Esq.             $465
         Jacqueline L. Rodriguez, Esq.       $375
         Juliet Y. Oh, Esq.                  $350
         Ovsanna Takvoryan, Esq.             $310
         Todd M. Arnold, Esq.                $295
         Paraprofessionals                   $180

David I. Neale, Esq., leads the engagement and assures the
Bankruptcy Court that he, his partners and his Firm are
disinterested.

Mr. Neale discloses that, in June 2005, the Debtor paid a $10,000
retainer to Levene Neale for services rendered in connection with
its efforts to restructure its financial affairs.  He adds that
his firm received a $140,000 prepetition retainer in contemplation
of the Debtors bankruptcy filing.  The firm has used $33,575 of
the retainer to pay for prepetition services, leaving $116,427
retainer balance.

Headquartered in Valencia, California, Future Media Productions,
Inc. -- http://www.fmpi.com/-- provides CD and DVD replication
and packaging services on the West Coast.  The Company filed for
chapter 11 protection on Feb. 14, 2006 (Bankr. C. D. Calif. Case
No. 06-10170).  David I. Neale, Esq. at Levene, Neale, Bender,
Rankin & Brill, LLP, represent the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed.  When the Debtor filed for protection from its
creditors, it listed $12,370,783 in total assets and $30,650,669
in total debts.


FUTURE MEDIA: Court Approves Atala LLC as Financial Consultant
--------------------------------------------------------------
The Honorable Geraldine Mund of the U.S. Bankruptcy Court for the
Central District of California, San Fernando Valley Division, gave
Future Media Productions, Inc., authority to employ Atala, LLC, as
its financial consultant.

Atala will:

   (a) assist the Debtor in preparing its Schedules of Assets and
       Liabilities, SOFA, Monthly Operating Reports, and any other
       reports that may be required by the Office of the United
       States Trustee during the pendency of the Debtor's
       bankruptcy case;

   (b) designate a member of Atala to serve as a representative of
       the Debtor for purposes of general administration matters
       pertaining to the Debtor's bankruptcy case;

   (c) assist the Debtor in preparing correspondence, analyses,
       documents, reports, summaries, financials, and other
       financial information as may be necessary to aid the Debtor
       in its bankruptcy proceeding;

   (d) assist the Debtor and its counsel regarding existing
       litigation and any adversary proceedings initiated in the
       Debtor's bankruptcy case;

   (e) advise and assist the Debtor and its counsel in the
       preparation and confirmation of any plan of reorganization
       and any disclosure statement; and

   (f) perform any other services, which may be appropriate in
       Atala's capacity as the Debtor's financial consultant
       during the Debtor's bankruptcy proceeding.

Sachi Naganao, a member of the Firm, discloses that Atala will
bill $30,000 per month under Section 328 of the Bankruptcy Code
and will maintain detailed time records.

Atala is also entitled to receive contingent fees of:

   -- 1% of the gross purchase price for the first $5 million
      of the proceeds in the sale of substantially all of the
      Debtor's assets, plus

   -- 2% of the gross purchase prices of any amount over
      $5 million of the sale proceeds.

Ms. Nagano further discloses that the Firm received a $90,000
prepetition retainer representing advance payments for three
months.

Atala will seek Court authority to be paid for any fess and
expenses incurred in excess of the retainer and the contingent
fees.

Ms. Nagano assures the Court that Atala does not hold or represent
any interest materially adverse to the Debtor's estate and is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

Headquartered in Valencia, California, Future Media Productions,
Inc. -- http://www.fmpi.com/-- provides CD and DVD replication
and packaging services on the West Coast.  The Company filed for
chapter 11 protection on Feb. 14, 2006 (Bankr. C. D. Calif. Case
No. 06-10170).  David I. Neale, Esq. at Levene, Neale, Bender,
Rankin & Brill, LLP, represent the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed.  When the Debtor filed for protection from its
creditors, it listed $12,370,783 in total assets and $30,650,669
in total debts.


GMAC COMMERCIAL: Moody's Holds Caa2 Rating on $5.2MM of Certs.
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of six classes and
affirmed the ratings of fourteen classes of GMAC Commercial
Mortgage Securities, Inc., Mortgage Pass-Through Certificates,
Series 2003-C1:

   * Class A-1, $181,634,360, Fixed, affirmed at Aaa
   * Class A-1A, $234,717,403, Fixed, affirmed at Aaa
   * Class A-2, $392,556,000, Fixed, affirmed at Aaa
   * Class X-1, Notional, affirmed at Aaa
   * Class X-2, Notional, affirmed at Aaa
   * Class B, $39,409,000, Fixed, upgraded to Aaa from Aa2
   * Class C, $11,822,000, Fixed, upgraded to Aa1 from Aa3
   * Class D, $22,332,000, Fixed, upgraded to Aa3 from A2
   * Class E, $15,763,000, Fixed, upgraded to A2 from A3
   * Class F, $11,823,000, Fixed, upgraded to A3 from Baa1
   * Class G, $11,823,000, Fixed, upgraded to Baa1 from Baa2
   * Class H, $11,822,000, Fixed, affirmed at Baa3
   * Class J, $22,332,000, Fixed, affirmed at Ba1
   * Class K, $10,509,000, Fixed, affirmed at Ba2
   * Class L, $7,882,000, Fixed, affirmed at Ba3
   * Class M, $5,254,000, Fixed, affirmed at B1
   * Class N-1, $6,463,000, Fixed, affirmed at B2
   * Class N-2, $1,420,000, Fixed, affirmed at B2
   * Class O, $2,627,000, Fixed, affirmed at B3
   * Class P, $5,255,000, Fixed, affirmed at Caa2

As of the May 6, 2006 distribution date, the transaction's
aggregate principal balance has decreased by approximately 4.0% to
$1.01 billion from $1.05 billion at securitization.  The
Certificates are collateralized by 104 loans, ranging in size from
less than 1.0% to 5.6% of the pool, with the top ten loans
representing 39.9% of the pool.

The pool includes an investment grade shadow rated component,
which represents 11.0% of the pool.  Twenty-nine loans,
representing 18.1% of the pool, have defeased and are
collateralized with U.S. Government securities.  The defeased
loans include two of the pool's top 10 loans -- Empirian at North
Ridge and Fairway Preserve at Olde Cypress.

The pool has not experienced any losses since securitization and
currently there are no loans in special servicing.  Twelve loans,
representing 12.7% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2004 and partial or full year
2005 operating results for 100.0% and 61.9% of the pool,
respectively.  Moody's weighted average loan to value ratio for
the conduit component is 86.8%, compared to 92.1% at
securitization.  The upgrade of Classes B, C, D, E, F and G is due
to a high percentage of defeased loans, improved overall pool
performance and increased credit support.

The largest shadow rated loan is the Oakbrook Center Loan, which
represents a participation interest in a $227.4 million mortgage
loan.  The loan is secured by a mixed-use property located in Oak
Brook, Illinois that consists of an open-air regional mall, three
office buildings and a ground lease to a hotel and a theater.

Oakbrook Center totals approximately 2.4 million square feet. The
mall is anchored by Lord & Taylor, Marshall Field's, Neiman
Marcus, Bloomingdale's Home, Nordstrom, and Sears.  The mall's in-
line occupancy is 93.4%, compared to 94.5% at securitization and
the office buildings' occupancy is 76.6%, compared to 75.5% at
securitization.  The loan sponsors are CalPERS and General Growth
Properties, Inc.  Moody's current shadow rating is A1, compared to
A3 at securitization.

The second largest shadow rated loan is the Chandler Fashion
Center Loan, which represents a participation interest in a $106.7
million mortgage loan.  The loan is secured by a 1.3 million
square foot super regional mall located in Chandler, Arizona.

The center is anchored by Dillard's, Robinson-May, Nordstrom and
Sears. None of the anchors are owned by the borrower.  The in-line
shops are 97.8% occupied, the same as at securitization. The loan
sponsor is The Macerich Company.  The property is also encumbered
by a $72.0 million subordinate loan that is held outside the
trust. Moody's current shadow rating is Aa2, the same as at
securitization.

The top three conduit loans represent 12.9% of the pool. The
largest conduit loan is the 3535 Market Street Loan, which is
secured by a 435,000 square foot Class B office building located
in downtown Philadelphia, Pennsylvania.

The property is 95.3% occupied, compared to 89.2% at
securitization. The largest tenants are Children's Hospital of
Philadelphia and the University of Pennsylvania.  Moody's LTV is
92.3%, compared to 95.9% at securitization.

The second largest conduit loan is the Renaissance at Columbia
Loan, which is secured by a 625,000 square foot office and
warehouse/distribution facility located in Columbia, Maryland. The
warehouse portion has 34-foot ceilings and is mostly used as a
warehouse/distribution facility by the largest tenant, Alpharma.
The largest office tenant is AT&T.  The property is 96.8%
occupied, compared to 82.5% at securitization.  Moody's LTV is
91.0%, compared to 98.7% at securitization.

The third largest conduit loan is the Town Plaza, South Gate Loan,
which is secured by a 300,000 square foot retail center located in
Los Angeles, California.  The major tenants are Edwards Cinema and
the department store La Curacoa.  The center is 95.0% occupied,
compared to 100.0% at securitization.

Property performance has declined due to decreased rental rates
and increased operating expenses.  The loan is on the master
servicer's watchlist due to a decline in debt service coverage.
Moody's LTV is 99.6%, compared to 88.5% at securitization.

The pool's collateral is a mix of retail, office and mixed-use,
U.S. Government securities, multifamily, industrial and self
storage and lodging.  The properties are located in 29 states. The
highest state concentrations are California, Pennsylvania,
Maryland, Massachusetts and North Carolina.  All of the loans are
fixed rate.


GMAC COMMERCIAL: S&P Affirms Six Cert. Classes' Low-B Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on seven
classes of GMAC Commercial Mortgage Securities Inc.'s commercial
mortgage pass-through certificates from series 2003-C2.  At the
same time, the ratings on 10 other classes from the same
transaction are affirmed.

The upgrades and affirmations reflect credit enhancement levels
that provide adequate support for the ratings, as well as $193.9
million in defeasance.

As of May 10, 2006, the trust collateral consisted of 86 whole
loans, two pari passu participations in whole loans, and one pari
passu participation in an A note for which the B note is held
outside the trust.  The trust collateral has a pool balance of
$1.2 billion, down from $1.3 billion at issuance.  The master
servicer, Capmark Finance Inc., reported primarily full-year 2004
or 2005 financial information for 92.7% of the pool.

Based on this information, Standard & Poor's calculated a weighted
average net cash flow debt service coverage ratio of 1.57x, up
from 1.44x at issuance.  The current DSC figure excludes seven
loans that have been defeased, including the largest loan in the
trust.

The top 10 exposures secured by real estate collateral have an
outstanding trust balance of $407.4 million.  These exposures have
a weighted average DSC of 1.45x, down from 1.66x at issuance.
However, the Boulevard Mall, which had a 2.78x DSC at issuance, is
excluded from the current DSC calculation because it is not
required to report financials.

As part of its surveillance review, Standard & Poor's reviewed
recent property inspections provided by the master servicer, and
all of the underlying properties were characterized as "good" or
"excellent."  This excludes the Boulevard Mall, for which a recent
property inspection was not available.  None of the top 10 loans
are in special servicing, but the River Oaks West Apartments loan
is on the master servicer's watchlist.

There are 12 loans with an aggregate balance of $163.4 million on
Capmark's watchlist.  The second-largest loan in the trust has a
$46.5 million balance and is secured by a 420-unit multifamily
property in Novi, Michigan.  The loan reported a 2004 DSC of
1.38x, a figure that had declined to 1.15x for the year to date
through September 2005.  This loan is on the watchlist due to an
occupancy decline to 59.0% as of February 2006, from 88.0% at
issuance.

Three loans with an aggregate balance of $46.2 million will be
removed from Capmark's June watchlist, and the remaining eight
loans on the watchlist appear there primarily due to debt service
coverage or occupancy issues.

Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues in its analysis.  The resultant credit
enhancement levels adequately support the raised and affirmed
ratings.

Ratings Raised:

GMAC Commercial Mortgage Securities Inc.
Commercial mortgage pass-through certificates series 2003-C2

            Class   To     From   Credit enhancement
            -----   --     ----   ------------------
              B     AAA    AA           15.30%
              C     AAA    AA-          13.99%
              D     AA     A            11.51%
              E     AA-    A-           10.20%
              F     A      BBB+          8.50%
              G     A-     BBB           7.58%
              H     BBB+   BBB-          6.28%

Ratings Affirmed:

GMAC Commercial Mortgage Securities Inc.
Commercial mortgage pass-through certificates series 2003-C2

               Class   Rating   Credit enhancement
               -----   ------   ------------------
                A-1     AAA           18.56%
                A-2     AAA           18.56%
                J       BB+            0.58%
                K       BB             3.92%
                L       BB-            3.27%
                M       B+             2.48%
                N       B              2.09%
                O       B-             1.70%
                X-1     AAA             N/A
                X-2     AAA             N/A


GRAFTECH INT'L: Hires Mark Widmar as Chief Financial Officer
------------------------------------------------------------
Mark Widmar joined GrafTech International Ltd. as Chief Financial
Officer and Vice President on May 8, 2006.

Mr. Widmar served as Corporate Controller of NCR, Inc., a
$6 billion company, from March 2005 to April 2006.  His
responsibilities included financial planning and analysis,
consolidations, internal controls, accounting policy and external
financial reporting.  From November 2002 to March 2005, he was a
Business Unit Chief Financial Officer for NCR, with responsibility
for setting financial vision and strategy for a $2 billion global
business, including research and development, manufacturing,
product management, sales and marketing.

The Company and Mr. Widmar has entered into an offer letter
pursuant to which Mr. Widmar will be entitled to a minimum annual
base salary of $325,000, will be eligible to participate in
GrafTech's Incentive Compensation Plan and will receive 75,000
shares of restricted stock under GrafTech's 2005 Equity Incentive
Plan, one-third of which will vest on each of the first, second
and third anniversaries of his employment with the Company.  Upon
Mr. Widmar's commencement of employment with the Company, he
became entitled to a signing bonus of $75,000 and entered into a
change of control severance agreement with the Company, with the
terms that are the same as those applicable to all of the
Company's named executive officers, as described in the Company's
Proxy Statement for the Annual Meeting of Stockholders dated
April 12, 2006.  Mr. Widmar will also be eligible to participate
in the Company's relocation and other employee benefit plans, in
accordance with their terms.

GrafTech International Ltd. -- http://www.graftech.com/-- is one
of the world's largest manufacturers and providers of high quality
synthetic and natural graphite and carbon based products and
technical and research and development services.  Graftech
manufactures graphite electrodes and cathodes, products essential
to the production of electric arc furnace steel and aluminum.
Graftech also manufactures thermal management, fuel cell and other
specialty graphite and carbon products for, and provide services
to, the electronics, power generation, semiconductor,
transportation, petrochemical and other metals markets.

At Dec. 31, 2005, GrafTech International Ltd.'s balance sheet
showed total assets of $886.8 million and $1.1 billion in total
liabilities, resulting in a $209.6 million stockholders' deficit.


GRAHAM PACKAGING: Fitch Puts CCC Rating on Sr. Subordinated Notes
-----------------------------------------------------------------
Fitch Ratings initiated these ratings for Graham Packaging
Company, L.P. and its subsidiary GPC Capital Corp. I:

  -- Issuer default rating 'B-'
  -- Senior secured credit facility 'B+/Recovery Rating 2'
  -- Second lien credit facility 'CCC+/RR5'
  -- Senior unsecured notes 'CCC+/RR5'
  -- Senior subordinated notes 'CCC/RR6'

Approximately $2.6 billion of debt is covered by the ratings.
The Rating Outlook is Stable.

The ratings reflect:

   * Graham's leading market shares across its product categories;
   * strong customer relationships;
   * on-site integration with many customers;
   * investment in proprietary technology; and
   * favorable product packaging trends toward plastics.

Also supporting the ratings is Fitch's view that the resin pricing
environment is improving, although some pricing volatility
remains.

Rating concerns include:

   * high leverage;

   * negative free cash flow;

   * resin price volatility;

   * customer concentration;

   * the risk of customer vertical integration; and

   * moderate or declining sales growth in three out of four
     product categories.

The Stable Outlook reflects the relatively steady demand in
Graham's key end-markets, including the food and beverage markets.
The Outlook also reflects Fitch's expectation of an improving
resin pricing environment and continued conversions to value-added
packaging, particularly for food and beverage products.

The RRs and notching in the debt structure reflect Fitch's
recovery expectations under a scenario in which distressed
enterprise value is allocated to the various debt classes.  The
RRs for Graham's senior secured credit facility, consisting of a
revolving credit facility and a Term Loan B ('RR2'; expected 71%-
90% recovery) reflect significant expected recovery due to
security from substantially all assets, as well as substantial
cushions of unsecured debt and subordinated debt.

With most of the estimated distressed enterprise value being
distributed to the senior secured creditors, Fitch estimates that
recoveries for all other debt classes would be low in a
reorganization.

The second lien credit facility recovery rating ('RR5'; expected
11%-30% recovery) reflects these limited recovery prospects in a
distressed scenario.  The Recovery Rating for Graham's senior
unsecured notes ('RR5'; expected 11%-30% recovery) also reflects
the expectation of limited recovery prospects in a distressed case
and also considers the lack of security for the notes.  The
recovery ratings for the senior subordinated notes ('RR6';
expected 0%-10% recovery) reflects the poor recovery prospects for
these notes, and also considers their contractual subordination.

Graham Packaging Company, L.P. is an operating company which along
with its subsidiaries manufactures plastic packaging and
containers.  Graham and its subsidiary, GPC Capital Corp. I, are
co-issuers and co-obligors on all outstanding debt.  Graham is
owned by Graham Packaging Holdings, a private holding company
whose primary asset is its 100% direct ownership of Graham.
Holdings is a guarantor on all indebtedness.

The senior secured credit facility carries restrictive financial
covenants including a maximum leverage ratio of 6.50x and minimum
interest coverage of 2.0x as of the end of fiscal 2006.  There is
also a cap on capital expenditures for 2006 of $346 million
(increased from $270 million due to carryover from the previous
year).  The senior unsecured and senior subordinated notes permit
additional debt so long as the pro-forma fixed-charge coverage
would be greater than 2x.  Both notes contain change of control
put provisions at 101%, and an equity claw-back provision of 40%
at par plus the annual coupon for each note.  The notes are
guaranteed by Holdings and the operating company's domestic
guarantor subsidiaries on an unsecured basis.  The EBITDA
calculation used in determining covenant compliance includes:

   * significant adjustments for nonrecurring items;
   * project start-up costs; and
   * pro-forma items related to acquisitions.

The company has operated in a challenging raw materials
environment for several years as resin prices have risen
dramatically, and resin volatility continues to be an issue for
Graham.  On a latest 12-months basis as of March 31, 2006,
operating EBITDA (adjusted for certain nonrecurring items)
declined by about $30 million from the fiscal year-end level of
$392 million to $361 million.  This represented a 130-basis point
contraction in EBITDA margin and was largely driven by the affects
of hurricanes Katrina and Rita in late 2005 with their impact on
resin pricing and availability.

Fitch believes that the loss of resin production resulting from
the hurricanes is no longer an issue, and inventories at resin
suppliers are rebounding.  Further, additional capacity for PET,
the company's primary resin, is expected to be coming online in
late 2006.  Fitch believes resin price volatility will moderate
for the remainder of the year.  However, pricing is difficult to
predict and may continue to increase for certain resins.

The company made a sizable acquisition in October 2004 when it
purchased Owens-Illinois' plastic packaging business for about
$1.2 billion.  The acquisition caused some margin contraction as
the O-I business generated lower margins than Graham's existing
business.  Some integration expenditures were also required.  The
integration continues, and should be completed in 2006.

Graham has been making significant capital investments to
accommodate new business, resulting in negative free cash flow for
the past several years.  The aggressive expenditures are a result
of the company's strategy to take advantage of the current trend
toward value-added, innovative packaging solutions.  It is
important to note that capital expenditures are largely made based
on contracted business, not on a speculative basis.  Fitch
estimates that the company would have positive free cash flow
excluding the discretionary, growth capital expenditures.

Fitch believes that Graham is well positioned to create and take
advantage of new opportunities for customized packaging across
several product lines.  Additionally, if resin prices continue to
moderate in late 2006 and into 2007, Fitch estimates that the
company should begin to see gross margin and EBITDA margin
expansion.  Strong growth in food and beverage packaging will
likely more than offset the expected declines in the automotive
lubricants category for the foreseeable future.  The O-I plastics
acquisition is largely integrated and the additional scale and
product diversification will likely be a stabilizing factor
through the economic cycle.

Liquidity as of March 31, 2006, adjusted for the April 18 credit
agreement amendment, was approximately $180 million, consisting of
$15 million of cash and an estimated $165 million in revolving
credit facility availability.  Debt maturities are modest in the
next several years.  Fitch's ratings for Graham incorporate
expectations for continued capital expenditures to take advantage
of growth opportunities, and Fitch expects acquisition activity to
be modest.

Graham's leverage utilizing debt-to-adjusted operating EBITDA
(adjusted for one-time charges) was 7.1x for the LTM period ended
March 31, 2006, an increase versus 6.7x for the fiscal year ended
Dec. 31, 2005.  Graham's interest coverage utilizing adjusted
operating EBITDA-to-interest expense was 1.9x for the LTM ended
March 31, 2006, remaining stable versus 1.9x in fiscal 2005.

Due to Graham's large amount of floating-rate debt, rising
interest rates are likely to cause Graham's interest expense to
increase in the coming year, although sizable interest rate swaps
partially mitigate interest rate changes.  Note that the EBITDA
Fitch uses in these calculations does not include all of the
adjustments that are included in Graham's covenant compliance
EBITDA calculations.


GREENS WORLDWIDE: Posts $5.9 Mil. Net Loss in 2006 1st Fiscal Qtr.
------------------------------------------------------------------
Greens Worldwide Incorporated filed its first quarter financial
statements for the three months ended March 31, 2006, with the
Securities and Exchange Commission on May 19, 2006.

The Company reported a $5,955,143 net loss on $117,609 of revenues
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $6,066,415
in total assets, $3,446,001 in total liabilities, and $2,620,414
in stockholders' equity.

The Company's March 31 balance sheet also showed strained
liquidity with $1,455,335 in total current assets available to pay
$2,487,970 in total current liabilities coming due within the next
12 months.

A full-text copy of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?9e4

                        Going Concern Doubt

Most & Company, LLP, in New York, raised substantial doubt about
Greens Worldwide Incorporated'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 stockholders' deficiency, and operating losses
and negative operating cash flow since inception.

Greens Worldwide Incorporated, through its wholly owned
subsidiary, US Pro Golf Tour, operates an intermediary
professional golf tour conducting events for former PGA Tour
professionals preparing for the Champions Tour, non-exempt
professionals on the Champions Tour, and celebrity challengers and
professionals 18 years old and up preparing for the PGA Tour.  The
Company also conducts a Pro Net competition for players of all
skill levels 18 years of age and older who will compete for
substantial prize money with their handicaps in Tour events.  The
Company's tournaments are week-long events with Junior Clinics,
pro-ams, entertainment, leader boards and hospitality, with local
market charities benefiting from the event.  Events have been
televised on The Golf Channel through the Tour's show, "54 Holes
to Sunday" and in 2006 the events will be telecast on Fox Sports
Net.


HASTINGS MANUFACTURING: Court Converts Case to Ch. 7 Liquidation
----------------------------------------------------------------
The Honorable Jo Ann C. Stevenson of the U.S. Bankruptcy Court for
the Western District of Michigan, Grand Rapids Division, approved
the conversion of Hastings Manufacturing Company's bankruptcy case
from a chapter 11 reorganization to a chapter 7 liquidation
proceeding.

Judge Stevenson appointed Thomas Bruinsma to serve as the Debtor's
interim chapter 7 trustee.

Headquartered in Hastings, Michigan, Hastings Manufacturing
Company -- http://www.hastingsmanufacturing.com/-- makes piston
rings for the automotive aftermarket and for OEM's.  Through a
joint venture, the Company sells additives for engines,
transmissions, and cooling systems under the Casite brand name.
Hastings Manufacturing distributes its products throughout the US
and Canada.  The Company filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. W.D. Mich. Case No. 05-13047).  Stephen B.
Grow, Esq., at Warner Norcross & Judd, LLP represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$26,797,631 and total debts of $28,625,099.  On April 18, 2006,
Judge Stevenson converted the Debtor's case to a chapter 7
proceeding and appointed Thomas Bruinsma to serve as the Debtor's
interim chapter 7 trustee.


HCA INC: S&P Assigns BB+ Rating to Sr. Unsecured Debt Securities
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB+'
rating to HCA Inc.'s senior unsecured debt securities registered
as a Rule 415 shelf filing.  This filing falls under the SEC's
well-known seasoned issuer rules, which do not require a dollar
amount of securities issued.

The corporate credit rating on HCA is 'BB+'.  The outlook is
stable.

The speculative-grade rating reflects key industry risks, such as
uncertain third-party reimbursement and rising bad debt.  These
factors are mitigated by the generally strong cash-generating
nature of HCA's extensive hospital operations.  The rating also
reflects the company's aggressive financial policy, which is
inconsistent with an investment-grade rating.  These factors are
mitigated by the generally strong cash-generating nature of HCA's
diverse hospital operations.

HCA, the largest U.S. owner and operator of acute-care hospitals,
has a large portfolio of 176 hospitals and 94 ambulatory surgery
centers in 22 states, the U.K., and Switzerland.  Five of the
hospitals are in the process of being sold to LifePoint Hospitals
Inc.  With strong positions in several of its markets (including
the key states of Florida and Texas), HCA currently enjoys
relatively favorable overall reimbursement.

Ratings List:

  HCA Inc.:

    Corporate credit rating:  BB+/Stable/--
    Senior unsecured debt:    BB+

Rating Assigned:

    WKSI shelf debt (prelim): BB+


HOLLINGER INT'L: Settles Tweedy Browne Lawsuit for $3.5 Million
---------------------------------------------------------------
Hollinger International Inc. agreed to a settlement of litigation
initiated by Tweedy, Browne Global Value Fund and Tweedy, Browne
Company, LLC, on May 23, 2006.

The lawsuit, filed against the Company in the Court of Chancery
for the State of Delaware in and for New Castle County in December
2003, sought to recover attorneys' fees and costs in connection
with informal inquiries and other investigations performed on
behalf of Tweedy concerning conduct that was subsequently
investigated by the Special Committee of the Company's Board of
Directors.

Under the settlement, the Company is paying a total of
$3.5 million to Tweedy's attorneys.  Tweedy will not receive any
portion of the settlement proceeds and, in exchange for the
payment by the Company, Tweedy and its counsel have agreed to
release the Company from further liability regarding the matter
and to seek a dismissal of the lawsuit.

Based in New York City, Hollinger International Inc. (NYSE: HLR)
-- http://www.hollingerinternational.com/-- is a newspaper
publisher whose assets include The Chicago Sun-Times and a large
number of community newspapers in the Chicago area.

As of March 31, 2006, the Company's equity deficit widened to
$197,737,000 from a $169,851,000 deficit at December 31, 2005.


INTELSAT LTD: Names New Sr. Management Members to Finance Team
--------------------------------------------------------------
Intelsat Ltd. disclosed senior management appointments to its
finance organization made by Jeff Freimark, Intelsat's Chief
Financial Officer and Executive Vice President Finance and
Information Technology.

Anita Beier, formerly of US Airways, will serve in the role of
Senior Vice President and Controller, reporting to Mr. Freimark.
At US Airways, Ms. Beier held the position of Senior Vice
President and Controller, where she was responsible for all
accounting functions.  Prior to US Airways, Ms. Beier held various
management level positions at CSX Corporation and American
Commercial Lines.  Her responsibilities and areas of oversight at
Intelsat will include revenue control, accounting operations,
financial reporting, financial information systems and payroll.

Tim Carnahan, formerly with Shop Rite Supermarkets, Inc. has been
appointed to the position of Vice President, Financial Operations.
Mr. Carnahan will play an integral role in tightening processes
and procedures with an eye toward improving efficiencies and
effectuating integration requirements.  He will oversee
procurement, financial processes and financial integration.  Prior
to his work at Shop Rite, Mr. Carnahan served in a number of
management positions at Grand Union Company and Office Depot.

The new appointees will join the rest of the Company's finance
team, including Linda Kokal, Vice President and Treasurer, Dianne
VanBeber, Vice President Investor Relations and Corporate
Communications, Tim Kraus, Vice President, Corporate Tax, and Adam
Levy, Vice President, Information Systems.

"We're very excited to have both Anita and Tim on board," said
Jeff Freimark, CFO of Intelsat.  "The wealth of experience they
bring to the table will play a significant role in strengthening
Intelsat's financial controls and processes and we look forward to
having them on the team."

Noah Asher, Intelsat's Senior Vice President of Finance, will
retain his position through the end of the year, during which he
will continue to oversee the budgets and financial planning
functions in order to assist with the PanAmSat acquisition
financing and to ensure a smooth transition.

Intelsat, Ltd. - http://www.intelsat.com/-- offers telephony,
corporate network, video and Internet solutions around the globe
via capacity on 25 geosynchronous satellites in prime orbital
locations.  Customers in approximately 200 countries rely on
Intelsat's global satellite, teleport and fiber network for high-
quality connections, global reach and reliability.

                         *     *     *

As reported in the Troubled Company Reporter on April 11, 2006,
Standard & Poor's Ratings Services held all ratings on fixed
satellite services provider Intelsat Ltd. (BB-/Watch Neg/--) on
CreditWatch with negative implications.


INVERNESS MEDICAL: Buying 49% of TechLab Stock
----------------------------------------------
Inverness Medical Innovations, Inc., disclosed that it will
acquire 49% of the capital stock of TechLab, Inc., a privately
held diagnostics company, in exchange for 303,417 shares of
Inverness common stock.

TechLab develops, manufactures, and distributes rapid non-invasive
intestinal diagnostics tests in the areas of intestinal
inflammation, antibiotic associated diarrhea and parasitology.

The transaction provides Inverness, whose Wampole subsidiary
already distributes TechLab's products in the United States, with
exclusive global distribution rights to TechLab's market leading
line of enteric disease testing products, as well as future human
medical diagnostic products, as TechLab's existing global
distribution relationships lapse.

These products include both ELISA and rapid format assays for the
detection of C. Difficile Toxins A&B, a rapidly growing worldwide
market segment.  TechLab works with major universities in the
development of new tests for intestinal parasites for use in both
industrialized and developing countries.

TechLab has developed and now, with access to Inverness'
intellectual property, expects to commence selling the only US
FDA-cleared rapid membrane assay to detect fecal lactoferrin, a
test that can help differentiate bacterial enteric infections and
inflammatory bowel diseases from maladies such as irritable bowel
syndrome and diverticulitis.  In the US alone, there are over 3
million cases of Crohn's Disease, 4 million cases of ulcerative
colitis and 10 million cases of irritable bowel syndrome reported
annually.  Additionally, TechLab has a pipeline of products in
development which represent opportunities for Inverness in both
the professional and consumer marketplaces.

TechLab will continue to operate with the current executive
management team of Tracy Wilkins, Ph.D. as president, David
Lyerly, Ph.D. as Vice President of Research and Development and
David Wall as VP of Operations.

The agreement includes an option for Inverness to acquire any
shares of TechLab offered for sale to third parties by the
existing shareholders.

                    About Inverness Medical

Headquartered in Waltham, Massachusetts, Inverness Medical
Innovations, Inc. (Amex: IMA) -- http://www.invernessmedical.com/
-- is a leading global developer of advanced diagnostic devices
and is presently exploring new opportunities for its proprietary
electrochemical and other technologies in a variety of
professional diagnostic and consumer-oriented applications
including immuno-diagnostics with a focus on women's health and
cardiology.

                         *     *     *

As reported in the Troubled Company Reporter on July 7, 2005,
Moody's Investors Service downgraded Inverness Medical
Innovations, Inc.'s Corporate Family Rating to B3 from B2;
$150 million Senior Subordinated Notes to Caa3 from Caa1; and
Senior Unsecured Issuer Rating to Caa1 from B3.  Moody's said the
outlook remains negative.

As reported in the Troubled Company Reporter on Apr. 6, 2005,
Standard & Poor's Ratings Services lowered its ratings on
Inverness Medical Innovations Inc., including the corporate credit
rating to 'B' from 'B+'.  S&P said the outlook is stable.


JAMES ACHEY: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: James Lee Achey
        Saranne Achey
        dba ScanGraphics, Inc.
        4149 120th Street
        Urbandale, Iowa 50323

Bankruptcy Case No.: 06-00992

Type of Business: The Debtors operate a printing company.  See
          http://showcase.netins.net/web/scangraphics/home.htm

Chapter 11 Petition Date: May 26, 2006

Court: Southern District of Iowa (Des Moines)

Debtors' Counsel: Jeffrey D. Goetz, Esq.
                  Donald F. Neiman, Esq.
                  Bradshaw, Fowler, Proctor & Fairgrave, P.C.
                  801 Grand Avenue, Suite 3700
                  Des Moines, Iowa 50309-8004
                  Tel: (515) 246-5817
                  Fax: (515) 246-5808

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Diversified Graphics             Trade Debt             $36,274
1633 Momentum Place
Chicago, IL 60689-5316

GM Mastercard                    Credit Card            $33,240
Cardmember Services
Department 9600
Carol Stream, IL 60128-9600

H&R Accounts, Inc.               Judgment               $18,108
for Tri-City Electric Co.
c/o Thomas C. Hill, Esq.
1987 Spruce Hills Drive
Bettendorf, IA 52722

ABC Electric                     Trade Debt             $18,108
P.O. Box 71099
Des Moines, IA 50325

Wells Fargo                      Credit Card            $16,312

HSBC NV                          Credit Card            $16,001

Wells Fargo Card Services        Credit Card            $15,796

Chase                            Credit Card            $15,598

Discover Card Services           Credit Card            $13,298

Relationship Marketing           Trade Debt             $12,910

Allied Insurance                 Business Insurance     $12,524

Bindery One                      Trade Debt             $10,184

Blanchard Systems                Trade Debt              $9,576

Mid American Energy              Utilities               $8,776

Capital One Bank                 Credit Card             $7,743

Pitman Company                   Judgment                $7,509

Target National Bank             Credit Card             $7,209

Younkers                         Credit Card             $4,437

Silicon Graphics, Inc.           Trade Debt              $4,268


KENT FUNDING: Moody's Puts Rating on $3 Mil. Class E Notes at Ba1
-----------------------------------------------------------------
Moody's Investors Service announced that it assigned the following
ratings to the notes issued by Kent Funding II Ltd:

   (1) Aaa to the $8,000,000 Class X Senior Secured Notes
       Due 2011;

   (2) Aaa to the $1,100,000,000 Class A-1A Senior Secured
       Floating Rate Notes Due 2046;

   (3) Aaa to the $63,000,000 Class A-2 Senior Secured
       Floating Rate Notes Due 2046;

   (4) Aa2 to the $51,700,000 Class B Senior Secured Floating
       Rate Notes Due 2046;

   (5) A2 to the $16,700,000 Class C Secured Floating Rate
       Deferrable Notes Due 2046;

   (6) Baa2 to the $8,250,000 Class D Floating Rate
       Deferrable Notes Due 2046 and

   (7) Ba1 to the $3,100,000 Class E Floating Rate Deferrable
       Notes Due 2046.

The ratings address the ultimate cash receipt for each class of
the notes of all interest and principal payments required by the
governing documents.  The ratings assigned to the notes are based
on the expected loss posed to holders of the notes relative to the
promise of receiving the present value of such payments.

The rating of the Class A-1A Notes is also linked to the credit
quality of Bank of America, N.A. as SWAP counterparty and
accordingly, any downgrade in the rating of BANA may cause a
downgrade in the rating of the Class A1-A Notes.  The ratings are
also based upon the transaction's legal structure and the
characteristics of the collateral pool.

The collateral manager is Declaration Management & Research LLC.


KL INDUSTRIES: Court Okays Shaw Gussis as Bankruptcy Counsel
------------------------------------------------------------
KL Industries, Inc., obtained authority from the U.S. Bankruptcy
Court for the Northern District of Illinois to retain Shaw Gussis
Fishman Glantz Wolfston & Towbin LLC, as its bankruptcy counsel.

As reported in the Troubled Company Reporter on May 23, 2006, Shaw
Gussis is expected to:

    a. give the Debtors legal advice with respect to its rights,
       powers and duties as debtor-in-possession in connection
       with the administration of its estates and disposition of
       its property;

    b. take action as necessary with respect to claims that may be
       asserted against the Debtor and property of its estates;

    c. prepare applications, motion, complaints, orders and other
       legal documents as may be necessary in connection with the
       appropriate administration of the Debtor's case;

    d. represent the Debtor with respect to inquiries and
       negotiations concerning creditors of their estates and
       property of their estates;

    e. initiate, defend or otherwise participate on behalf of the
       Debtor in all proceedings before the bankruptcy court or
       any other court of competent jurisdiction; and

    f. perform any and all other legal services on behalf of the
       Debtor which may be required to aid in the proper
       administration of its estates.

The Debtors tell the Court that members at the firm bill between
$380 to $525 per hour, while associates bill between $220 to $325
per hour.

Steven B. Towbin, Esq., a member at Shaw Gussis, assures the Court
that his firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Addison, Illinois, KL Industries, Inc.,
manufactures springs, assemblies and other products for the
automotive and electronic markets.  The Company does business as
KL Spring & Stamping Division, KL Spring Division, KL Stamping
Division, KL Assembly Division and American Metal Forming
Division.  The Company filed for bankruptcy protection on May 2,
2006 (Bankr. N.D. Ill. Case No. 06-04882).  Peter J. Roberts,
Esq., and Steven B. Towbin, Esq., at Shaw Gussis Fishman Glantz
Wolfson & Towbin LLC represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
retained Winston & Strawn LLP, to represent it in the Debtor's
case.  When the Debtor filed for bankruptcy protection, it
reported assets totaling between $1 million and $10 million and
debts amounting between $10 million to $50 million.


KL INDUSTRIES: Panel Hires Winston & Strawn as Bankruptcy Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in KL
Industries, Inc.'s chapter 11 case obtained authority from the
U.S. Bankruptcy Court for the Northern District of Illinois to
employ Winston & Strawn LLP, as its bankruptcy counsel.

Winston & Strawn is expected to:

    a. consult with the Debtor's professionals and representatives
       concerning the administration of the case;

    b. prepare and review pleadings, motions and correspondence;

    c. appear at and be involved in proceedings held before the
       Court;

    d. provide legal counsel to the Committee in its investigation
       of the acts, conduct, assets, liabilities and financial
       condition of the Debtor, the operation of the Debtor's
       businesses, and any other matters relevant to the case;

    e. examine and investigate claims asserted against the Debtor;

    f. confer and negotiate with the Debtor, other parties in
       interest, and their respective attorneys and other
       professionals concerning the Debtor's businesses and
       properties, financing, chapter 11 plan, claims, liens, and
       other aspects of the Debtor's chapter 11 case;

    g. confer with and assist the Debtor in the sale of the
       Debtor's assets, negotiate with the Debtor, and other
       parties in interest regarding the allocation of the
       purchase price for that sale, and the disposition of the
       proceeds from that sale;

    h. appropriate, examine, investigate and prosecute preference
       claims, fraudulent conveyance claims and other claims under
       Section 544 through 550 of the bankruptcy Code; and

    i. provide the Committee with other services, including but
       not limited to, those enumerated in Section 1103(c) of the
       Bankruptcy Code, as the Committee may request.

Daniel J. McGuire, Esq., a partner at Winston & Strawn, tells the
Court that the Firm's professionals bill:

      Professional                         Hourly Rate
      ------------                         -----------
      Partners                             $365 - $800
      Counsel and Associates               $200 - $485
      Paraprofessionals                    $100 - $260

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

Headquartered in Addison, Illinois, KL Industries, Inc.,
manufactures springs, assemblies and other products for the
automotive and electronic markets.  The Company does business as
KL Spring & Stamping Division, KL Spring Division, KL Stamping
Division, KL Assembly Division and American Metal Forming
Division.  The Company filed for bankruptcy protection on May 2,
2006 (Bankr. N.D. Ill. Case No. 06-04882).  Peter J. Roberts,
Esq., and Steven B. Towbin, Esq., at Shaw Gussis Fishman Glantz
Wolfson & Towbin LLC represent the Debtor in its restructuring
efforts.  When the Debtor filed for bankruptcy protection, it
reported assets totaling between $1 million and $10 million and
debts amounting between $10 million to $50 million.


LAND O'LAKES: MoArk Unit Sells Part of Assets to Golden Oval Eggs
-----------------------------------------------------------------
Golden Oval Eggs, LLC, and MoArk, LLC, a wholly owned subsidiary
of Land O'Lakes, signed an agreement for Golden Oval to purchase
the liquid egg processing assets of the Egg Products Division of
MoArk.  The parties expect to complete the transaction on or about
July 1, 2006.  MoArk, LLC will continue to operate its primary
business, which is the production and marketing of shell eggs.

The transaction involves all five MoArk liquid egg products
processing facilities, associated inventory, and other related
assets.  The facilities are located in Norco and Vernon,
California; Millersburg, Ohio; Abbeville, Alabama; and Neosho,
Missouri.  A supply agreement for shell eggs from MoArk facilities
and a licensing agreement for the use of the LAND O LAKES brand on
liquid egg products are also included in the transaction.

"With this expansion into the further processed egg products
business, Golden Oval Eggs will be better positioned for continued
strategic growth, to provide greater shareholder value, and to
offer expanded quality products and services," Dana Persson,
President and Chief Executive Officer of Golden Oval Eggs, LLC,
said.

"With both companies' commitment to customers and employees,
combined with the experienced management and employees of MoArk,
customers can expect business as usual and a seamless transition."

"We are pleased to have reached an agreement with Golden Oval
Eggs, LLC as the purchaser of the assets of our Egg Products
Division and we view the transaction as a natural fit for both
companies," MoArk President and Chief Executive Officer Craig
Willardson said.  "We have had a successful business relationship
with Golden Oval Eggs over the past several years and recognize
their ability to grow the business going forward."

According to Mr. Persson, "This acquisition is a logical
progression in Golden Oval Eggs' growth plan.  Together with
MoArk's expertise in further processing and marketing, we look
forward to offering expanded products, services and opportunities
for our customers.  We are excited and eager to take advantage of
the tremendous opportunities for all the stakeholders in this
business."

Golden Oval Eggs, LLC, -- http://www.goldenovaleggs.com/-- was
established in 1994 as a new-generation value-added cooperative,
created, owned, and directed by agricultural producers.  The
Company is a leader in the liquid egg industry, ranked among the
top 10 producers and processors, serving customers throughout the
United States and Canada.

MoArk, LLC, -- http://www.moarkllc.com/-- a wholly owned
subsidiary of Land O'Lakes, is the nation's third-largest producer
and marketer of shell eggs including branded and specialty eggs.
MoArk does business in 45 states and has annual sales of about
$500 million.

Headquartered in Arden Hills, Minnesota, Land O'Lakes, Inc. --
http://www.landolakesinc.com/-- is a national farmer-owned food
and agricultural cooperative with annual sales of more than
$7 billion.  Land O'Lakes does business in all fifty states and
more than fifty countries.  It is a leading marketer of a full
line of dairy-based consumer, foodservice and food ingredient
products across the United States; serves its international
customers with a variety of food and animal feed ingredients; and
provides farmers and ranchers with an extensive line of
agricultural supplies (feed, seed, crop nutrients and crop
protection products) and services.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2005,
Moody's Investors Service upgraded Land O'Lakes, Inc.'s long-term
ratings (corporate family rating to B1 from B2) with a positive
rating outlook and affirmed the cooperative's SGL-2 speculative
grade liquidity rating.

Ratings upgraded are:

  Land O'Lakes, Inc.:

     * $200 million senior secured revolving credit facility
       to Ba3 from B1

     * $175 million 9.0% senior secured 2nd lien notes to B1
       from B2

     * $350 million 8.75% senior unsecured notes to B2 from B3

     * Corporate family rating to B1 from B2

  Land O'Lakes Capital Trust I:

     * $191 million 7.45% capital securities to B3 from Caa1

Ratings affirmed are:

  Land O'Lakes, Inc.:

     * Speculative grade liquidity rating at SGL-2.


LARRY'S MARKETS: Section 341(a) Meeting Scheduled for June 12
-------------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of Larry's
Markets, Inc.'s creditors at 1:00 p.m., on June 12, 2006, at the
U.S. Courthouse, Room 4107, 700 Stewart Street in Seattle,
Washington.  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 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 is represented by Marc L. Barreca, Esq., and Michael J.
Gearin, Esq., at Preston Gates & Ellis LLP.  When the Debtor filed
for protection from its creditors, it listed total assets of
$12,574,695 and total debts of $21,489,800.


LEHMAN ABS: S&P Puts Class B-1 Debt's CCC Rating on Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on nine
classes from Lehman ABS Manufactured Housing Contract
Senior/Subordinate Asset-Backed Series 2001-B on CreditWatch with
negative implications.

At the same time, the rating on class A-7 from this transaction is
affirmed, as it benefits from an insurance policy issued by
Ambac Assurance Corp.

The CreditWatch placements reflect the worse-than-expected
performance trends displayed by the underlying pool of
manufactured housing contracts, which were originated by CIT
Group/Sales Financing Inc., and the resulting deterioration of
credit enhancement.

The performance trends associated with the pool of manufacturing
housing contracts, which support the rated certificates, have
continued to deteriorate since Standard & Poor's lowered the
ratings on the classes in December 2004.  With a pool factor of
approximately 53.65%, the trust has experienced cumulative net
losses of 9.61% after 55 months of performance.

In addition, repossession inventory (as a percentage of the
current pool balance) is significant at 4.99%.  Furthermore,
10.09% of the loans in the collateral pool are 30 or more days
delinquent (excluding accounts already in repossession inventory)
and 4.55% is 90 or more days delinquent.  Moreover, the high level
of monthly losses and insufficient excess spread have completely
depleted overcollateralization, and the class B-2 certificate has
been written down to nearly half of its original principal
balance.

Standard & Poor's will complete a detailed review of the credit
performance of the transactions relative to the remaining credit
support within the next two months.

Ratings Placed On Creditwatch Negative:

             Lehman ABS Manufactured Housing Contract
           Senior/Subordinate Asset-Backed Series 2001-B

                              Rating
                              ------

                  Class         To          From
                  -----         --          ----
                   A-1     AA+/Watch Neg.   AA+
                   A-2     AA+/Watch Neg.   AA+
                   A-3     AA+/Watch Neg.   AA+
                   A-4     AA+/Watch Neg.   AA+
                   A-5     AA+/Watch Neg.   AA+
                   A-6     AA+/Watch Neg.   AA+
                   M-1     A-/Watch Neg.    A-
                   M-2     BB/Watch Neg.    BB
                   B-1     CCC/Watch Neg.   CCC

Rating Affirmed:

             Lehman ABS Manufactured Housing Contract
          Senior/Subordinate Asset-Backed Series 2001-B

                         Class   Rating
                         -----   ------
                          A-7     AAA


LIFECARE HOLDINGS: S&P Affirms Notes' B Rating With Neg. Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on three
long-term acute care hospitals:

   * LifeCare Holdings Inc. ('B' corporate credit rating);
   * Select Medical Corp. ('B+'); and
   * Triumph HealthCare Holdings Inc. ('B').

The ratings were removed from CreditWatch, where they were placed
with negative implications Jan. 23, 2006, due to proposed Medicare
reimbursement cuts.  The rating outlook on all three companies is
negative.

"The ratings affirmation reflects the early May announcement by
the Centers of Medicare and Medicaid Services of its final rule
for reimbursement for long-term acute care hospitals beginning
July 1, 2006," said Standard & Poor's credit analyst David Peknay.
"The reduction in reimbursement is much less severe than in CMS's
original proposal in January 2006.  We believe that the magnitude
of the reimbursement reduction does not warrant a ratings
downgrade at this time, but the potential for lower ratings
remains, depending on the success of the companies' efforts to
lessen the impact."


LOVESAC CORP: Seeks Court Nod to Reject Pittsburgh Mills Lease
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave The
LoveSac Corporation and its debtor-affiliates authority to reject
the Pittsburgh Mills Lease as of April 30, 2006.

On July 14, 2005, the Debtors entered into a lease with Pittsburgh
Mills Limited Partnership.  The lease was for Store #401 in the
Galleria at Pittsburgh Mills, in Tarentum, Pennsylvania.

According to the Debtors, they are in the process of reducing the
number of retail locations that they operate.  The Debtors believe
that the lease is not necessary for an effective reorganization
but instead will be a burden to the Debtors' estates because of
the administrative expenses arising from the lease.

Headquartered in Salt Lake City, Utah, The LoveSac Corporation --
http://www.lovesac.com/-- operates and franchises retail stores
selling beanbags furniture.  The LoveSac Corp. and three
affiliates filed for chapter 11 protection on Jan. 30, 2006
(Bankr. D. Del. Case No. 06-10080).  Anthony M. Saccullo, Esq.,
and Charlene D. Davis, Esq., at The Bayard Firm and P. Casey
Coston, Esq., at Squire, Sanders & Dempsey LLP represent the
Debtors in their restructuring efforts.  Michael W. Yurkewicz,
Esq., at Klehr Harrison Harvey Branzburg & Ellers represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts between $10 million to $50 million.


MAXXAM INC: Palco Provides Asset Information to Potential Lenders
-----------------------------------------------------------------
MAXXAM Inc.'s indirect wholly owned subsidiary, The Pacific Lumber
Company, is pursuing efforts to increase its liquidity.  As part
of its initiative to pursue discussions with potential lenders,
Palco submitted to the Securities and Exchange Commission a
summary of certain information being made available to potential
lenders by Palco in connection with a proposed new $75 million
senior secured term loan facility and a proposed new $60 million
senior secured revolving credit facility.  The new debt facilities
are intended to refinance and replace Palco's existing credit
facilities, as well as to provide additional funds for capital
expenditures and working capital.

A table estimating ranges of market values and replacement costs
of certain assets of Palco and its subsidiaries, exclusive of
Palco's interest in MAXXAM is available for free at:

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

Palco advises potential lenders that it has underway efforts to
monetize during the next three to five years certain of the real
estate assets included in the table, whose aggregate values or
replacement costs are estimated to be approximately $75 million.

                        About MAXXAM Inc.

MAXXAM Inc. (AMEX: MXM) is engaged in a wide range of businesses
from aluminum and timber products to real estate and horse racing.
The Company's timber subsidiary, Pacific Lumber, owns about
205,000 acres of old-growth redwood and Douglas fir timberlands in
Humboldt County, California.  MAXXAM's real estate interests
include commercial and residential properties in Arizona,
California, and Texas, and Puerto Rico.  The company also owns the
Sam Houston Race Park, a horseracing track near Houston.

At Dec. 31, 2005, the company's stockholders' deficit widened to
$661,300,000 from a $657,100,000 deficit at Dec. 31, 2004.

                             *   *   *

As reported in the Troubled Company Reporter on April 5, 2006,
Deloitte & Touche LLP in Houston, Texas, raised substantial doubt
about MAXXAM Inc. and its subsidiaries' ability to continue as a
going concern.  Deloitte pointed to the difficulties of:

   -- MAXXAM Inc. and its subsidiaries in realizing their
      timber-related assets and discharge their timber-related
      liabilities in the normal course of business;

   -- The Pacific Lumber Company, an indirect subsidiary, in
      meeting its loan agreement covenants; and

   -- Scotia Pacific Company LLC, an indirect subsidiary, in
      paying the interest on the timber notes.


MERIDIAN AUTOMOTIVE: Files Amended Plan of Reorganization
---------------------------------------------------------
Meridian Automotive Systems, Inc., filed, on May 26, 2006, its
First Amended Joint Plan of Reorganization and a Disclosure
Statement with the U.S. Bankruptcy Court for the District of
Delaware.

Meridian, together with certain of its secured creditors,
originally filed a plan of reorganization on March 30, 2006.
Those same secured creditors as well as the Official Committee of
Unsecured Creditors are co-proponents of the Amended Plan.
Meridian has asked the Bankruptcy Court to schedule a hearing in
June to approve the Disclosure Statement.

"We are very pleased that our restructuring plan is supported by
both a significant group of our secured creditors and the Official
Committee of Unsecured Creditors," Richard E. Newsted, Meridian's
President and CEO, said.  "Filing a Disclosure Statement is a
major step towards our exit from Chapter 11, which we are
committed to doing as quickly and efficiently as possible."

                    About Meridian Automotive

Based in Dearborn, Michigan, Meridian Automotive Systems, Inc. --
http://www.meridianautosystems.com/-- supplies technologically
advanced front and rear end modules, lighting, exterior
composites, console modules, instrument panels and other interior
systems to automobile and truck manufacturers.  Meridian operates
22 plants in the United States, Canada and Mexico, supplying
Original Equipment Manufacturers and major Tier One parts
suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.


MERRILL LYNCH: Fitch Affirms Class B-2 Loan's BB Rating
-------------------------------------------------------
Fitch Ratings took rating actions on these Merrill Lynch Bank
issues:

  MLB USA Series 2001-A:

    -- Class A affirmed at 'AAA'
    -- Class M-1 upgraded to 'AA+' from 'AA'
    -- Class M-2 upgraded to 'AA-' from 'A'
    -- Class B-1 affirmed at 'BBB'
    -- Class B-2 affirmed at 'BB'

The affirmations reflect credit enhancement consistent with future
loss expectations and affect approximately $153.06 million in
outstanding principal.  The upgrades reflect an improvement in the
relationship of CE to future loss expectations and affect $14.27
million of outstanding certificates.

The CE levels for classes M-1 and M-2 have more than doubled the
original enhancement levels at closing date.  They currently
benefit from 9.53% (originally 4.75%) and 5.52% (originally 2.75%)
subordination, respectively.  To date there has been less than 2
basis points of realized losses when compared to the original
principal balance of the collateral ($648 million) and the 90+
delinquencies (including bankruptcy, foreclosure, and REO) is only
1.66% of the current collateral balance.  In contrast to most
prime residential transactions, the trust does benefit from excess
interest in protection against losses resulting from liquidated
loans.

The collateral consists of high balance, adjustable rate mortgage
loans secured by first liens on one- to four-family residential
properties, condominiums and shares issued by private non-profit
housing corporations and related proprietary leases or occupancy
agreements.  Merrill Lynch Credit Corporation originated or
acquired all of the mortgage loans.  The loans are currently being
serviced by PHH Mortgage Corp., rated 'RPS1' by Fitch.

At issuance, the mortgage loans had a weighted average FICO of 692
and a weighted average loan-to-value ratio of 85%.  All of the
loans have stated maturities of 25 years.


MERRILL LYNCH: DBRS Holds Low-B Rating on 6 Certificate Classes
---------------------------------------------------------------
Dominion Bond Rating Service upgraded Class B to AAA from AA
(high) of Merrill Lynch Financial Assets Inc.  Commercial Mortgage
Pass-Through Certificates, Series 2003-Canada 9.  Class A, Class
XC-1, Class XC-2, Class XP-1, and Class XP-2 have been confirmed
at AAA and the remaining classes have been confirmed:

   * Class A Confirmed AAA Stb
   * Class XP-1 Confirmed AAA Stb
   * Class XP-2 Confirmed AAA Stb
   * Class XC-1 Confirmed AAA Stb
   * Class XC-2 Confirmed AAA Stb
   * Class B Upgraded AAA Stb
   * Class C Confirmed AA (low)
   * Class D-1  Confirmed A (low)
   * Class D-2 Confirmed A (low) Stb
   * Class E Confirmed BBB (high) Stb
   * Class F Confirmed BBB (low) Stb
   * Class G Confirmed BB Stb
   * Class H Confirmed BB (low) Stb
   * Class J Confirmed B Stb
   * Class K Confirmed B (low) Stb

The upgrade follows the defeasance of the eighth-largest loan,
Calgary Medical Centre, along with the 8% paydown and stable
performance of underlying loans.

The pool consists of 63 loans, with a total balance of
Cdn$303,237,009.  The weighted average debt service coverage ratio
for the pool has improved to 1.56 times from 1.51x at issuance and
the weighted average loan-to-value has improved from 64.1% at
issuance to 51.5%.

The deal is highly concentrated in properties located in the
province of Ontario and has limited loan diversity, with the
largest loan representing 11.5% of the pool and the top ten loans
representing 45.5% of the pool.  Forty-four of the loans provide
recourse to the borrower/guarantor, excluding the defeased loans.

One loan is on the DBRS HotList.  The loan was added to the
HotList because the year-end 2004 DSCR is below 1.0 times and
revenue declined while occupancy remained stable.


NASH FINCH: S&P Affirms B+ Corporate Credit & Bank Loan Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B+' corporate credit rating, on Minneapolis, Minnesota-based
Nash Finch Co. and removed them from CreditWatch, where they were
placed with negative implications on Feb. 16, 2006.

At the same time, the senior secured bank loan rating was affirmed
at 'B+', with a recovery rating of '2' indicating expectations for
a substantial (80%-100%) recovery of principal in the event of a
payment default.  The outlook is stable.

"These actions reflect the company's adequate credit metrics,
which are better than average for current ratings levels and
provide room to withstand anticipated continued weakness in the
retail operations and challenges and costs in integrating two
acquired distribution centers," said Standard & Poor's credit
analyst Stella Kapur.

Current ratings also provide some cushion to incorporate the
uncertainty surrounding the ongoing SEC inquiry into management's
trading of company stock.

The ratings were initially placed on CreditWatch after the
resignation of the company's CEO and general counsel following an
internal review of trading in the company's stock during 2005.
While the investigation has not yet been completed, the company
has hired a new CEO.  Standard & Poor's does not anticipate the
company will face a material penalty as a result of the inquiry.
However, as the investigation continues, there is the possibility
that other management executives could also be asked to leave the
company.

For the first quarter of fiscal 2006, Nash Finch reported a 6%
decline in EBITDA from a year earlier, to $22 million.  This
primarily reflected weaker performance at its retail operations,
which saw a net decrease of 13 stores since the first quarter of
2005, and a 4.1% drop in same-store sales.  Results also reflected
weaker profitability levels at the distribution operations due
to increased margin pressures and higher costs associated with the
integration of two acquired distribution facilities.

Despite the EBITDA decline, credit metrics remain above average
for current ratings.  At March 25, 2006, lease-adjusted debt to
EBITDA was roughly 3.4x and EBITDA coverage of interest was around
4x.  These ratios are not adjusted for postretirement obligations.


NBC/AUSTIN WINDRIDGE: Taps Fuqua & Keim as Bankruptcy Counsel
-------------------------------------------------------------
NBC/Austin Windridge, Ltd., asks the U.S. Bankruptcy Court for the
Southern District for permission to employ Fuqua & Keim, L.L.P.,
as its bankruptcy counsel.

Fuqua & Keim will:

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

    (b) prepare all pleadings on behalf of the Debtor, as debtor-
        in-possession, as necessary;

    (c) negotiate and submit a potential plan of arrangement
        satisfactory to the Debtor, its estate, and the creditors
        at large; and

   (d) perform all other legal services for the Debtor as a
        debtor-in-possession which may become necessary in the
        Debtor's bankruptcy proceedings.

The Debtor tells the Court that Richard L. Fuqua, Esq., an
attorney at the Fuqua & Keim, will serve as lead counsel for this
engagement and bills $400 per hour.  The Debtor discloses that the
firm's other professionals bill:

        Professional                         Hourly Rate
        ------------                         -----------
        Other Partners and Shareholders          $300
        Associates                           $120 - $175
        Law Clerks and Legal Assistants       $60 - $75

To the best of Debtor's knowledge, the firm represents no interest
adverse to the Debtor or its estate.

Mr. Fuqua can be reached at:

         Richard L. Fuqua, Esq.
         Fuqua & Keim, L.L.P.
         2777 Allen Parkway, Suite 480
         Houston, Texas 77019
         Tel: (713) 960-0277
         Fax: (713) 960-1064

Headquartered in Houston, Texas, NBC/Austin Windridge, Ltd., and
its debtor-affiliate, NBC Las Brisas, Ltd., filed for chapter 11
protection on May 2, 2006 (Bankr. S.D. Tex. Case Nos. 06-31901 &
06-80154).  Richard L. Fuqua, II, Esq., at Fuqua & Keim, LLP,
represents the Debtors.  No Official Committee of Unsecured
Creditors has been appointed in the Debtor's case.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts between $10 million and $50 million.


NBC/AUSTIN WINDRIDGE: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
NBC/Austin Windridge, Ltd., delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the Southern District
of Texas disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property               $30,000,000
  B. Personal Property              $452,439
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                 $25,000,000
  E. Creditors Holding
     Unsecured Priority Claims                         $504,603
  F. Creditors Holding                                 $327,012
     Unsecured Nonpriority
     Claims
                                 -----------        -----------
     Total                       $30,452,439        $25,831,615

Headquartered in Houston, Texas, NBC/Austin Windridge, Ltd., and
its debtor-affiliate, NBC Las Brisas, Ltd., filed for chapter 11
protection on May 2, 2006 (Bankr. S.D. Tex. Case Nos. 06-31901 &
06-80154).  Richard L. Fuqua, II, Esq., at Fuqua & Keim, LLP,
represents the Debtors.  When the Debtors filed for protectection
from their creditors, they estimated assets and debts between
$10 million and $50 million.


NICKOLAS ENVIRONMENTAL: Involuntary Chapter 11 Case Summary
-----------------------------------------------------------
Alleged Debtor: Nickolas Environmental, Inc.
                3945 Doniphan Park Circle, Suite D
                El Paso, Texas 79922

Case Number: 06-30530

Involuntary Petition Date: May 26, 2006

Chapter: 11

Court: Western District of Texas (El Paso)

Judge: Larry E. Kelly

Petitioners' Counsel: Wiley France James, III
                      James & Haugland, P.C.
                      P.O. Box 1770
                      El Paso, Texas 79949-1770
                      Tel: (915) 532-3911
                      Fax: (915) 541-6440

   Petitioners                    Nature of Claim    Claim Amount
   -----------                    ---------------    ------------
Teresa M. Self                    Unpaid invoices             $50
2708 Anise Drive                  for work performed
El Paso, Texas 79936

Horseshoe Mechanical              Unpaid invoices          $7,500
c/o Arturo Carmona, Owner         for work performed
1305 Edith Northeast
Albuquerque, New Mexico 87102

Keers Environmental               Judgment obtained        $4,963
c/o Priscilla Imel, Comptroller   on unpaid invoice
5904 Florence Northeast           for work performed
Albuquerque, New Mexico 87123


OCA INC: Court OKs William Steffes as Committee's Local Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of OCA, Inc., and
its debtor-affiliates obtained authority from the U.S. Bankruptcy
Court for the Eastern District of Louisiana for authority to
retain William E. Steffes, Esq., and the law firm of Steffes,
Vingiello & McKenzie, LLC, as its local counsel, nunc pro tunc to
March 30, 2006.

Steffes Vingiello is expected to assist the Committee in
performing its duties in the Debtors' Chapter 11 cases and will
take any action necessary or required to represent the Committee's
interests.  The firm will work with Jenner & Block, LLP, of
Chicago, Illinois, which serves as the Committee's national
counsel.

The Committee did not disclose how much Steffes Vingiello
charges for its services.

Mr. Steffes assures the Bankruptcy Court that his firm does not
hold any interest adverse to the Debtors' estates.

               About Steffes, Vingiello & McKenzie

Steffes, Vingiello & McKenzie, LLC -- http://www.steffeslaw.com/
-- is an eight-attorney law firm with offices in Baton Rouge and
New Orleans, Louisiana.   The firm concentrates in complex
bankruptcies, workouts, reorganizations, insolvency matters,
banking and commercial litigation.  Mr. Steffes can be reached
at:

     William E. Steffes, Esq.
     Steffes, Vingiello & McKenzie, LLC
     13702 Coursey Boulevard, Building 3
     Baton Rouge, LA 70817

                           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.


ON SEMICONDUCTOR: Completes $105 Mil. Purchase of LSI Logic Unit
----------------------------------------------------------------
ON Semiconductor reported that its primary operating subsidiary,
Semiconductor Components Industries, LLC, has completed the
purchase of LSI Logic Corporation's Gresham, Ore., wafer
fabrication facility and certain other semiconductor manufacturing
equipment for a total price of approximately $105 million, under
the terms of a definitive agreement executed on April 5, 2006.
The Company paid LSI Logic approximately $90 million in proceeds
to date, with the balance due within 90 days of closing according
to the agreement.

ON Semiconductor has hired substantially all of the LSI
manufacturing employees currently working at the Gresham facility.
The purchase of the Gresham wafer facility significantly enhances
ON Semiconductor's internal manufacturing capabilities.  With the
completion of the this transaction, the Company has gained the
skilled process development engineers, operational expertise and
process development know-how to help enable it to develop a larger
mix of high volume, low cost, high-performance submicron analog
and digital power products down to the 0.18 micron () level, with
toolset capabilities down to the 0.13 level in the future.

ON Semiconductor Corp. (Nasdaq: ONNN) -- http://www.onsemi.com/--  
supplies power solutions to engineers, purchasing professionals,
distributors and contract manufacturers in the computer, cell
phone, portable devices, automotive and industrial markets.

At Dec. 31, 2005, the Company's equity deficit narrowed to
$300.3 million from a $537 million deficit at Dec. 31, 2004.


OWENS CORNING: Asks Court to OK J.P. Morgan Equity Commitment Pact
------------------------------------------------------------------
Owens Corning and its debtor-affiliates seek the U.S. Bankruptcy
Court for the District of Delaware's permission to:

   a. enter into an Equity Commitment Agreement, dated May 10,
      2006, between Owens Corning and J.P. Morgan Securities
      Inc.;

   b. pay the fees and expenses expressly provided in the Equity
      Commitment Agreement; and

   c. furnish the indemnities set forth in Agreement.

The Equity Commitment Agreement is an integral part of the
settlement term sheet among the Debtors, the Asbestos Claimants
Committee, the Future Claimants Representative, the bondholders
and trade creditors, the Ad Hoc Bondholders' Committee and the Ad
Hoc Equity Holders Committee, with respect to a consensual plan
of reorganization, Norman L. Pernick, Esq., at Saul Ewing LLP, in
Wilmington, Delaware, says.

The Settlement Term Sheet provides holders of Bondholder Claims
in Classes A5, A6-A and A6-B of the Fifth Amended Plan, the right
to purchase 72,900,000 shares in reorganized Owens Corning at $30
per share.

Under the Equity Commitment Agreement, J.P. Morgan will backstop
the rights offering.

The Debtors contend that the Equity Committee Agreement is
indispensable to their prompt and successful reorganization and
the implementation of their Sixth Amended Plan.

The salient terms of the Equity Commitment Agreement are:

   Investor                J.P. Morgan Securities Inc.

   Backstop Commitment     To purchase, for $30 per share, any of
                           the 72,900,000 shares of New Common
                           Stock not purchased pursuant to the
                           Rights Offering.

   Rights Terms            Each Eligible Holder will have until
                           the 20th calendar day after
                           distribution of the ballots for voting
                           on the Sixth Amended Plan to purchase
                           up to its pro rata share of 72,900,000
                           shares.  Owens Corning will deliver,
                           reasonably in advance of the Effective
                           Date of the Sixth Amended Plan, a
                           Purchase Notice indicating the number
                           of the shares not purchased by the
                           Eligible Holders pursuant to the
                           Rights Offering.  J.P. Morgan will
                           purchase a number of shares of New
                           Common Stock equal to the number of
                           shares set forth on the Purchase
                           Notice.

   Conditions to
   Backstop Commitment     The Equity Commitment Agreement is
                           conditioned on, among others:

                           (1) J.P. Morgan will have approved
                               the Sixth Amended Plan and
                               Confirmation Order to the extent
                               they are consistent in all
                               material respects with the
                               Settlement Term Sheet and the
                               Equity Commitment Agreement;

                           (2) Owens Corning will not have
                               publicly supported or entered into
                               a competing transaction;

                           (3) the Confirmation Order will have
                               been entered;

                           (4) the Debtors' shelf registration
                               statement becoming effective by
                               the Agreement Effective Date;

                           (5) fees and other amounts payable
                               under the Equity Commitment
                               Agreement will have been paid;

                           (6) New Common Stock will be exchange-
                               listed;

                           (7) J.P. Morgan will have received an
                               opinion of Owens' counsel relating
                               to the Registration Statement and
                               Prospectus; and

                           (8) Owens Corning will file with the
                               Bankruptcy Court definitive Put
                               Agreements and Call Agreements
                               reasonably satisfactory to J.P.
                               Morgan.

   Termination Right
   of Investor             J.P. Morgan will terminate its
                           commitment to backstop the rights
                           offering:

                           (1) on or after June 30, 2006, if the
                               the Court has not approved the
                               Agreement;

                           (2) on or after October 31, 2006, with
                               the opportunity to extend the
                               deadline to December 15, 2006,
                               upon Owens Corning's satisfaction
                               of certain conditions and payment
                               of a $30,000,000 Extension Fee;

                           (3) Owens Corning's failure to satisfy
                               conditions precedent set forth in
                               the Equity Commitment Agreement or
                               pay the Extension Fee, if any,
                               when due; and

                           (4) Owens Corning publicly supports
                               or enters into a Competing
                               Transaction.

   Termination Right
   of Debtor               Prior to Court approval, Owens Corning
                           notifies J.P. Morgan that it has no
                           intent to proceed with the deal.
                           Owens Corning, however, will pay a
                           $20,000,000.

   Backstop Commitment
   Fee                     $100,000,000, plus Transaction
                           Expenses.

   OC Representations      Limited representations similar to,
                           but in many respects diluted from,
                           those given in an underwriting
                           agreement for a public offering of
                           stock.

   OC Covenants            Owens Corning covenants with J.P.
                           Morgan to:

                           (1) file Court papers seeking approval
                               of, and use reasonable best
                               efforts to support, the Equity
                               Commitment Agreement and entry of
                               the Agreement Order;

                           (2) file the Sixth Amended Plan
                               consistent with the Settlement
                               Term Sheet;

                           (3) make necessary filings pursuant to
                               the Hart-Scott-Rodino Antitrust
                               Improvements Act of 1976;

                           (4) prepare and file a shelf
                               registration statement;

                           (5) create a clear market for 180 days
                               after the Closing Date; and

                           (6) file forms of the Put Agreements,
                               the Call Agreements and the
                               Registration Rights Agreement.

   Indemnification         The Debtors will indemnify and hold
                           harmless J.P. Morgan, the ultimate
                           stock purchasers, and certain
                           affiliates with respect to claims,
                           liabilities and expenses related to
                           transactions contemplated in the
                           Equity Commitment Agreement absent a
                           judicial determination of bad faith,
                           gross negligence or willful
                           misconduct.

A full-text copy of the Equity Commitment Agreement is available
for free at http://ResearchArchives.com/t/s?9ff

The Equity Commitment Agreement is a commitment of enormous
magnitude, in size, duration and complexity, Mr. Pernick asserts.
The Debtors anticipate that the 72,900,00 shares covered in the
Agreement will constitute approximately 55% of the fully diluted
equity of reorganized Owens Corning.

In the event that none of the eligible creditors were to purchase
the shares offered, J.P. Morgan will purchase all shares and pay
Owens Corning $2,187,000,000 in cash to fund the Sixth Amended
Plan.

Ultimately, Mr. Pernick points out, this will provide the Debtors
with the level of economic certainty desired to proceed toward
Plan confirmation.

For purposes of Section 1129(a)(1) of the Bankruptcy Code, the
Debtors believe that the Equity Commitment Agreement has the
additional benefit of evidencing feasibility of the Sixth Amended
Plan.

Mr. Pernick assures the Court that the parties agreed the
proposed compensation and inducement to or for the benefit of
J.P. Morgan after substantial negotiations on an arm's-length
basis.  According to Mr. Pernick, the parties negotiated the
compensation structure with reference to the equity rights
offering approved by the Court in USG Corporation's Chapter 11
case.

In USG, the debtor inked an equity commitment with Berkshire
Hathaway Inc., its largest shareholder.  Berkshire pledged to buy
shares of USG stock not purchased through a $1,800,000,000 rights
offering.  USG agreed to pay a $67,000,000 commitment fee to
Berkshire.

                       Syndication Agreement

The Debtors further ask the Court to approve a syndication
agreement between J.P. Morgan and some investor parties including
D. E. Shaw Laminar Portfolios, L.L.C. and Plainfield Special
Situations Master Fund Limited.

The Debtors are not parties to the Syndication Agreement.

The Investor Parties were members of the Ad Hoc Bondholders'
Committee and heavily involved in the negotiation of the
Settlement Term Sheet.  The Debtors believe that majority of the
Investor Parties are creditors in Class A5 as of May 10, 2006,
and some of them hold other positions within the Debtors' capital
structure.

The Syndication Agreement sets forth the terms and conditions by
which the Investor Parties have committed to purchase from J.P.
Morgan any unsubscribed shared of reorganized Owens Corning that
it purchased under the Equity Commitment Agreement.

In obligating itself under the Commitment Agreement, J.P. Morgan
relies on the Investor Parties' obligations, representations and
warranties as provided in the Syndication Agreement.  Therefore,
the execution and delivery of the Syndication Agreement is a
condition precedent to J.P. Morgan 's obligations under the
Equity Commitment Agreement.

Specifically, the Syndication Agreement provides that to the
extent J.P. Morgan will purchase the unsubscribed shares under
the Commitment Agreement, it will sell to each Investor Party,
for $30 per share, the party's pro rata share of the aggregate
amount of the unsubscribed shares.   Pro Rata Share will mean,
for each Investor Party, the fraction equal to:

   * the investor's purchase commitment specified in writing by
     J.P. Morgan; divided by

   * $2,187,000,000, with appropriate rounding.

For the Investor Parties' commitment, J.P. Morgan will share with
them a material portion of the Backstop Fee.

J.P. Morgan's delivery of purchased shares to each Investor Party
will be effected through the facilities of Depository Trust
Company.

J.P. Morgan contends that some provisions of the Syndication
Agreement addressing fee sharing, as well as references to the
identity of some of the Investor Parties and the magnitude of
their commitments, are commercial, sensitive and proprietary
information.  Therefore, the Debtors seek the Court's permission
to file under seal the unredacted version of the Syndication
Agreement.

A full-text copy of a redacted version of the Syndication
Agreement is available for free at:

               http://ResearchArchives.com/t/s?a00

Owens Corning (OTC: OWENQ.OB) (BULLETIN BOARD: OWENQ.OB) --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  Headquartered in Toledo,
Ohio, the Company filed for chapter 11 protection on Oct. 5, 2000
(Bankr. Del. Case. No. 00-03837).   Norman L. Pernick, Esq., at
Saul Ewing LLP, represents the Debtors.  Elihu Inselbuch, Esq., at
Caplin & Drysdale, Chartered, represents the Official Committee of
Asbestos Creditors.  James J. McMonagle serves as the Legal
Representative for Future Claimants and is represented by Edmund
M. Emrich, Esq., at Kaye Scholer LLP. (Owens Corning Bankruptcy
News, Issue No. 131; Bankruptcy Creditors' Service, Inc.,
215/945-7000).


PHOTOWORKS INC: Posts $933,000 Net Loss in 2006 Second Quarter
--------------------------------------------------------------
PhotoWorks, Inc., reported results for the second quarter of
fiscal year 2006 ended March 25, 2006.

     -- Digital sales increased 107% over same period last year to
        $1.3 Million;

     -- 35 mm processing and other traditional revenue declined
        49% to $1.2 Million; and

     -- Gross Margin jumped to 37.3% compared to 30.1% same period
        last year.

"PhotoWorks is continuing to show strong demand for its online
digital photography services," said Philippe Sanchez, President
and CEO of PhotoWorks. "Our restructuring and investments in our
new digital product line are beginning to show good results".

The Company reported a net loss of $933,000 compared to a net loss
of $1,551,000 in the second quarter of fiscal year 2005.  For the
fiscal year to date, the Company reduced its net loss to
$1,261,000 from $2,542,000 over the same period last year, a 50.4%
improvement.

Digital revenue totaled $1,351,000, an increase of 107% from
$652,000 over the same quarter of 2005.  For the fiscal year to
date, digital revenue totaled $3,675,000, an increase of 86% over
the same period last year of $1,975,000.

Traditional 35mm film processing revenue totaled $1,174,000 for
the quarter, a 49% decline from $2,282,000 over the same period
last year.  For the fiscal year to date, traditional film revenues
were $2,815,000, a 46% decline from $5,178,000.

"We are particularly pleased that our higher margin digital
revenue now represents over the majority of total revenue, and we
look forward to further gains in this area." Sanchez said.

                         Going Concern Doubt

Williams & Webster, PS, expressed substantial doubt about the
Company's ability to continue as a going concern after it audited
the financial statements for the year ending Sept. 30, 2005.  The
auditing firm pointed to the Company's net losses and cash flow
shortages.

PhotoWorks(R), Inc. (OTCBB:FOTO) -- http://www.photoworks.com/--  
is an online photography services company.  Every day,
photographers send film, memory cards and CDs, or go to the
Company's website to upload, organize and email their pictures,
order prints, and create Signature Photo Cards and Custom Photo
Books.


PLAINS EXPLORATION: S&P Holds BB Corp. Credit Rating on Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services held its 'BB' corporate credit
rating on Plains Exploration & Production Co. on CreditWatch with
negative implications.

The CreditWatch update follows Energy Partners Ltd.'s announcement
that it has made an offer to Stone Energy Corp.'s board of
directors to purchase all of its outstanding stock at $52 per
share.

The rating on Plains was placed on CreditWatch April 26, 2006,
following its announcement that it had entered into a definitive
agreement to acquire Stone Energy for $1.88 billion (including
assumed debt) and would be restructuring its hedge positions in
2007 and 2008.

Energy Partners' offer for Stone Energy is $10 per share higher
than Plains' offer.

The CreditWatch listing for Plains reflects the likelihood that
ratings will be either affirmed or lowered in the near term.

"We expect to resolve the CreditWatch after we gain greater
clarity as to the new developments regarding the Stone Energy
acquisition," said Standard & Poor's credit analyst Jeffrey
Morrison.

For Plains, the acquisition of Stone Energy could yield increased
scale, further reserve diversification, and a more balanced
production profile through the addition of faster-producing
natural gas assets in the U.S. Gulf of Mexico.  In addition, the
acquisition would also increase Plains' presence in the U.S.
Rockies.


PLIANT CORP: All Voting Classes Approve Plan of Reorganization
--------------------------------------------------------------
Pliant Corporation reported, on May 26, 2006, voting results for
the company's proposed Plan of Reorganization.  The results
demonstrate overwhelming approval by all classes of creditors and
shareholders entitled to vote on the Plan, including a majority in
number of those voting in each creditor class.

Among those who voted, results by amount for each class were:

    -- Revolving Credit Facility         100% approval
    -- 13% Senior Subordinated Notes     94%+ approval
    -- Intercompany Claims               100% approval
    -- Series A Preferred Stock          99%+ approval
    -- Series B Preferred Stock          100% approval
    -- Outstanding Common Stock          97%+ approval

The results have been certified by the company's independent
balloting agent and submitted to the U.S. Bankruptcy Court.

The financial restructuring would significantly increase Pliant's
free cash flow, significantly reduce the company's debt, and
eliminate all existing mandatory redeemable equity through an
exchange with the company's Series A Preferred shareholders,
Series B Preferred shareholders, Outstanding Common Stockholders,
and 13% Senior Subordinated Noteholders.  All other creditor
claims would be honored in accordance with their terms, including
payment of all outstanding pre-petition trade vendor claims.

"Many people have worked very hard to improve Pliant's balance
sheet and free cash flow," Harold Bevis, President and CEO, said.
"We are pleased that our Plan has received overwhelming approval
by the company's creditors and shareholders.  These voting results
demonstrate strong support for our Plan, and keep Pliant on-track
to gain court confirmation."

A hearing to consider confirmation of Pliant's proposed Plan of
Reorganization is scheduled for May 31, 2006 and, if the Plan is
confirmed, the company expects to emerge from Chapter 11 shortly
thereafter.

                       About Pliant Corp.

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.


POGO PRODUCING: S&P Holds BB Corp. Credit Rating With Neg. Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on oil and gas exploration and production company
Pogo Producing Co. and removed the rating from CreditWatch with
negative implications.  The outlook is negative.

As of March 31, 2006, Houston, Texas-based Pogo had $1.6 billion
of debt outstanding.

The rating affirmation incorporates Pogo's acquisition of Latigo's
onshore long-lived Permian Basin properties as well as the
anticipated sale of Pogo's 50% interest in its offshore Gulf of
Mexico assets, which should improve Pogo's overall business risk
profile.

"The negative outlook incorporates Pogo's high debt leverage for
the recent acquisitions combined with its most recent subpar
operational results, high cost structure, and poor reserve
replacement through the drill bit in 2005," said Standard & Poor's
credit analyst Brian Janiak.

Furthermore, Standard & Poor's said that it has heightened concern
on the company's ability to successfully integrate the Northrock
and Latigo acquisitions and improve operational results, while
also meeting its increased capital expenditures and reducing its
leverage to levels that are more appropriate for the current
ratings.

"Failure to do so over the next 12 months would warrant lower
ratings," said Mr. Janiak.


PULL'R HOLDINGS: Wants Robinson Diamant as Bankruptcy Counsel
-------------------------------------------------------------
Pull'R Holdings LLC asks the U.S. Bankruptcy Court for the Central
District of California for permission to employ Robinson, Diamant
& Wolkowitz, as its bankruptcy counsel.

Robinson Diamant will:

    a. provide the Debtor with legal advice and guidance with
       respect to its powers, duties, rights and obligations as a
       debtor-in-possession;

    b. assist in the preparation of a plan of reorganization, a
       disclosure statement for that plan, and all legal documents
       necessary; and

    c. perform additional legal services as required in the
       Debtor's chapter 11 case.

Philip A. Gasteier, Esq., a member at Robinson Diamant, tells the
Court that he bills $495 per hour for his services.  Mr. Gasteier
discloses that the Firm's attorneys and paralegals bill:

       Professional                      Hourly Rate
       ------------                      -----------
       Lawrence A. Diamant, Esq.             $535
       Edward M. Wolkowitz, Esq.             $520
       Irving M. Gross, Esq.                 $495
       Douglas D. Kappler, Esq.              $475
       Sandford L. Frey, Esq.                $490
       Timothy J. Yoo, Esq.                  $445
       Robyn B. Sokol, Esq.                  $430
       Jeremy W. faith Esq.                  $340
       Carmela Maria Z. Tan, Esq.            $280
       Todd A. Frealy, Esq.                  $280
       Melanie C. Scott, Esq.                $185
       Yves Derac                            $175
       Myrna R. Richardson                   $175
       Ann Sokolowski                        $175

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

Mr. Gasteier can be reached at:

         Philip A. Gasteier, Esq.
         Robinson, Diamant & Wolkowitz
         1888 Century Park East, Suite 1500
         Los Angeles, California 90067
         Tel: (310) 277-7400
         Fax: (310) 277-7584

Headquartered in Santa Fe Springs, California, Pull'R Holdings LLC
-- http://www.pullr.com/-- sell contractors' equipment and
tools.  They are known for brands such as Bucket Boss, Dead On
Tools, and the Maasdam Pow'R-Pull line.   The Company and its
affiliate, Maasdam Pow'r Pull Inc., filed for bankruptcy
protection on April 27, 2006 (Bankr. C.D. Calif. Case No.
06-11669). Lawrence Diamant, Esq., at Robinson, Diamant &
Wolkowitz, APC, represent the Debtors in their restructuring
efforts.  An Official Committee of Unsecured Creditors has not yet
been appointed.  When the Debtors filed for bankruptcy, they
reported $1 million to $10 million in total assets and $10 million
to $50 million in total debts.


Q TELEVISION: Signal Broadcasting Programming Terminated
--------------------------------------------------------
On May 25, 2006, Triangle Multi-Media Limited (PINKSHEETS: QBID)
and its wholly owned subsidiary the Q Television Network reported
that Q Television Network is no more.

Effective 5:30 p.m., Central time, the Q Television Network signal
broadcasting programming was shut down.  Previously, the entire Q
Television Network staff had been terminated.

Chairman and CEO Lloyd Fan stated that he was unable to secure
funding for the network and therefore unable to meet the financial
obligations of the company.  "When I took over control of the
network on March 7, 2006, the company was roughly 7 million
dollars behind in payments to vendors; numerous lawsuits had been
filed against the company and over $600,000 was owed to former
employees.  The financial challenges that the network faced proved
too difficult and I was simply unable to turn around the network."

Mr. Fan added, "Given the GLBT demographic and the success the
network had experienced in distribution, I thought securing
funding would be easy -- I was wrong.  I am deeply disappointed
that the network failed.  Many talented people devoted themselves
to saving the network and it is sad that it has come to this end.

"I would like to thank the cable affiliates, our uplink provider,
all the vendors and the staff that supported my takeover.  I had
hoped to make good on all the debts incurred and owed by the
former management team and truly thought that the new team, with
proper funding, could make Q Television Network a success.  My
sincere apologies to all individuals and businesses that have
suffered because of their affiliation with Q Television Network."

A full forensic accounting and bankruptcy proceedings will follow.

                   About Q Television Network

Headquartered in Burbank, California, Q Television Network --
http://www.qtelevision.com/-- is a 100% wholly owned subsidiary
of Triangle Multi-Media Limited.  This 24/7, premium television
network is organized to create, develop and feature television
programming for the gay and lesbian community, including live &
interactive content every weeknight, plus sports, information and
entertainment.  While the company expects much of its subscriber
base to be comprised of members of the gay and lesbian population,
management also believes that quality programming about the gay
and lesbian experience, designed to entertain, educate and inform,
will attract many other segments of the viewing public.


RAPID PAYROLL: Section 341(a) Meeting Scheduled for June 21
-----------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Rapid
Payroll, Inc.'s creditors at 10:00 a.m., on June 21, 2006, at 411
West Fourth Street, Room 1-159 in Santa Ana, California.  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 Orange, California, Rapid Payroll Inc., filed for
chapter 11 protection on May 4, 2006 (Bankr. C.D. Calif. Case No.
06-10631).  Jeffrey M. Reisner, Esq., at Irell & Manella LLP,
represents the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets between $1 million and
$10 million and estimated debts between $10 million and
$50 million.


REXNORD CORP: S&P Maintains B+ Rating & Revises Watch to Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services held its ratings on Rexnord
Corp., including the 'B+' corporate credit rating, on CreditWatch,
but the implications have been revised to negative from
developing.

The ratings were originally placed on CreditWatch on Feb. 3, 2006,
following the announcement of the company's plan to issue shares
in an IPO.

"Today's CreditWatch revision follows the announcement that
Rexnord's current equity sponsor will sell the company to buyout
firm Apollo Management LP for $1.8 billion in a leveraged
transaction," said Standard & Poor's credit analyst Clarence
Smith.

Standard & Poor's will meet with management to discuss:

   * Rexnord's business strategy;
   * Prospects;
   * Liquidity;
   * anticipated capital structure; and
   * the impact each may have on the company's ratings.

A review could result in a downgrade, or if leverage does not
significantly increase, an affirmation of the existing ratings.

Milwaukee, Wisconsin-based Rexnord manufacturers a broad range of
mechanical power transmission components for the general
industrial markets.  The company had revenue of $1.1 billion for
the fiscal year ended March 31, 2006.


ROCK-TENN: Moody's Confirms Corporate Family Rating at Ba2
----------------------------------------------------------
Moody's Investors Service confirmed Rock-Tenn Company's long term
debt ratings and restored the outlook to stable.  The rating
action concludes a review initiated on February 13.  In turn, "the
review was prompted by ongoing margin pressure that, given the
background of increased debt levels as a consequence of an
acquisition that was completed last year, has caused credit
protection measures to lag those appropriate for the current
rating".

In the interim, profit margins for companies such as Rock-Tenn
that manufacture recycled fiber-based paperboard have stabilized
as input costs for natural gas and old corrugated containers have
moderated.  In addition, very recent announcements indicate that
the pace of relevant capacity rationalization has accelerated,
suggesting that pricing pressure may also be abating.

Lastly, Rock-Tenn has been rationalizing its' box plant network.
This should also assist with margin improvement over time.
With these factors, and given Rock-Tenn's commitment to debt
reduction, Moody's expects Rock-Tenn's credit protection measures
to stabilize in a range supportive of the existing ratings.

Outlook actions:

Outlook: Changed To Stable from Rating Under Review From Stable

Rating confirmations:

   * Corporate Family Rating: Confirmed at Ba2
   * Senior Unsecured Bank Credit Facility: Confirmed at Ba2
   * Senior Unsecured Regular Bond/Debenture: Confirmed at Ba3

Headquartered in Norcross, Georgia, Rock-Tenn Company, provides
marketing and packaging solutions to consumer products companies
from operating locations in the United States, Canada, Mexico,
Argentina and Chile.


ROO GROUP: Losses & Negative Cash Flows Spur Going Concern Doubt
----------------------------------------------------------------
Moore Stephens, P.C., in New York, raised substantial doubt about
ROO Group, Inc.'s ability to continue as a going concern after
auditing the Company's consolidated financial statements for the
year ended Dec. 31, 2005.  The auditor pointed to the Company's
recurring losses and negative cash flows from operations.

The Company reported a $8,957,000 net loss on $6,619,000 of
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $11,230,000
in total assets, $2,143,000 in total liabilities, and $89,000 in
minority interest, and $8,998,000 in stockholders' equity.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?9e5

ROO Group, Inc. -- http://www.roo.com/-- is a global provider of
digital media solutions and technology that enables the
activation, marketing and distribution of digital media video
content over the Internet and emerging broadcasting platforms such
as set top boxes and wireless.  ROO offers turnkey video solutions
for businesses seeking to improve their web presence with video
broadcasts or broadcast their own latest video clips.  ROO helps
business advertise their latest offering with interactive
advertising solutions, 15-30 second video commercials with a
linked call to action and played simultaneously with topical video
content in a television style format over the Internet.


ROTECH HEALTHCARE: S&P Lowers Rating to B- With Negative Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Orlando,
Florida-based home respiratory care and durable medical equipment
and services provider Rotech Healthcare Inc.  The corporate credit
rating was lowered to 'B-' from 'B+'.  The outlook is negative.

"The rating action reflects additional concerns over the company's
cash flows and the potential for further reimbursement cuts for
some of Rotech's key drugs," explained Standard & Poor's credit
analyst Alain Pelanne.

This follows the rating action taken on April 21, 2006 (when the
corporate credit rating was cut to 'B+' from 'BB-') after Rotech's
announcement that new Medicare reimbursement rates for the
chemical compounded budesonide would reduce the company's 2006
revenues by approximately $30 million.

Rotech emerged from its parent's bankruptcy as an independent
company in March 2002.  The ratings reflect the company's more
clouded operating prospects, given the greater-than-anticipated
impact of Medicare reimbursement reductions for respiratory drugs
in 2006.  The ratings also reflect Rotech's narrow business focus,
vulnerability to third-party reimbursement and regulatory reform,
and severely weakened financial profile.  These challenges are
partially offset by the company's position as the third-largest
provider in its niche industry segment.

Rotech provides home respiratory care services (about 88% of
revenues) and durable medical equipment (about 12%) to patients
with breathing disorders.  The company currently operates
approximately 485 centers, principally in non-urban markets
throughout the U.S.  Rotech's lack of meaningful diversity across
disease states exposes the company to changes in the respiratory
care field, including reimbursement pressures.  Medicare,
Medicaid, and other federally funded programs constituted 67% of
the company's reimbursement payors in 2005.


SCRIP ADVANTAGE: Secured Creditors Forecloses Operating Assets
--------------------------------------------------------------
Scrip Advantage, Inc., a publicly-traded California corporation
that previously reported on April 6 that it was temporarily
ceasing operations, reported that its secured creditors have
exercised their legal rights and foreclosed on the operating
assets of the company.

The remaining assets of the company are a series of potentially
valuable security claims related to unfunded subscription
agreements.  The board of directors negotiated funding from the
secured creditors for legal counsel to research the value of these
claims.  SAI is now pursuing those claims for the benefit of the
company by retaining a respected attorney experienced in such
cases.  The evaluation has begun and SAI will report back to the
creditors and shareholders as the case progresses.

                      About Scrip Advantage

Headquartered in Fresno, California, Scrip Advantage, Inc. --
http://www.scripadvantage.com/-- is a specialized marketing
company, selling gift certificates at a discount to face value to
non-profit organizations, primarily parochial schools and sports
leagues, for their fundraising efforts.  SAI launched in February
1999 and exhibited a compound annual growth rate of 90% from June
2000 through 2004 when its annualized revenue approached $200
million.


SEALY CORP: Improved Performance Cues S&P to Raise Rating to BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services raised all of its outstanding
ratings on Trinity, North Carolina-based mattress and bedding
products manufacturer Sealy Corp., including the corporate credit
rating, which was raised to 'BB-' from 'B+'.  The outlook is
stable.

Sealy Corp. had about $961 million of total reported debt at
February 26, 2006.  Standard & Poor's estimates the company has
about $828 million of total reported debt pro forma for the recent
IPO and subsequent debt reduction.

"Our upgrade for Sealy reflects its stronger than anticipated
credit protection measures from its continued strong operating
performance, coupled with some debt reduction following its recent
IPO," said Standard & Poor's credit analyst David Kang.

While Standard & Poor's previously said it did not expect the
proposed reduction in debt from its planned IPO to have a material
effect on Sealy's credit protection measures, this, and the
company's continued strong operating performance through its
fiscal first quarter ended Feb. 26, 2006, resulted in credit
protection measures stronger than the rating agency's previous
expectations.

Furthermore, the IPO gives Sealy greater access to equity capital
and reduces its financial sponsor's ownership stake to just over
50%.  Standard & Poor's expects management to adhere to a less
aggressive financial policy over the intermediate term,
specifically to maintain lease and pension-adjusted total debt to
EBITDA in the 3x range.

The speculative-grade ratings on Sealy Corp. reflect its narrow
business focus and highly leveraged financial profile.  Somewhat
mitigating these factors are the company's well-recognized brands,
leading market position, and the mattress industry's relatively
stable demand and significant barriers to entry. (Sealy Corp. is
the parent company of Sealy Mattress Co.  For analytical purposes,
Standard & Poor's views Sealy Corp. and Sealy Mattress Co. as one
economic entity.)


SKIN NUVO: Nevada Court Approves Amended Disclosure Statement
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada approved the
Amended Disclosure Statement explaining Skin Nuvo International,
LLC, and its debtor-affiliates' Amended Joint Plan of Liquidation.

The Debtors remind the Court that during their chapter 11 case,
they have consummated the sale of substantially all of their
tangible assets.  The Debtors say that a portion of the sale
proceeds have already been used to pay costs of administering
their chapter 11 cases including the costs of maintaining the
Debtors' respective business operations pending those sales.  As a
result, the Debtors will not have any business operation.

                        Terms of the Plan

The Plan provides for liquidation of the business and
distributions of the cash sale proceeds in accordance with the
priorities under the Bankruptcy Code.  Under the plan, any
remaining assets will also be liquidated and distributed, as will
estate assets, including avoidance actions and other causes.  The
plan also appoints Greg Murray as chief executive officer of the
Reorganized Debtor and will have the authority to take all actions
necessary to effectuate the plan.

                       Treatment of Claims

Under the Plan, only Allowed Customer Claims are unimpaired.
Allowed Customer Claims, estimated to be $12 million, will be paid
the value of their claims in services to be provided by GRF
Delaware MedSpa Holdings, LLC, which has assumed the obligation to
provide those services.

Allowed Priority Unsecured Claims will:

    (i) be paid in one cash payment on the later of:

         (1) the effective date (or as soon as reasonably
             practicable thereafter) and

         (2) 15 business days following the date the Claim is
             allowed by Final Order, or

   (ii) receive such other less favorable treatment that may
        be agreed upon in writing by the Chief Executive Officer
        and such holder.

If cash is insufficient to pay Allowed Priority Unsecured Claims
in full, the holders of these claims will be paid on a pro rata
basis.  If a Buyer has assumed a claim, the holder of the claim
will look solely to the Buyer for payment and will receive nothing
from the Debtors or the estates.

Secured Creditors, holding an estimated $1.8 million of claims
will have their collateral returned, except Syneron Inc.
Deficiency in the claims will be treated as an Allowed General
Unsecured Claim.

Syneron will receive the return of the Syneron Equipment and will
have an Allowed Secured Claim of $2,239,733.02 and an Allowed
Unsecured Claim of $300,000.

Allowed General Unsecured Claims, estimated to be $39 million,
will receive a Pro Rata share of the Sale Proceeds and Estate
Assets.  Holders of General Unsecured Claims having claims of less
than $50 will receive nothing under the plan.

Allowed Insurance Claims, estimated to be $10 million, will
receive a Pro Rata share of the Sale Proceeds and Estate Assets.
Holders of Allowed Insurance Claims having claims of less than $50
will receive nothing under the plan.

Allowed Customer Claims, estimated to be $12 million, will be paid
the value of the claims in services to be provided by MedSpa.

Holders of Allowed Subordinated Claims and Allowed Interests will
receive nothing under the Plan.

                         About Skin Nuvo

Headquartered in Henderson, Nevada, Skin Nuvo International, LLC,
dba Nuvo International, LLC, and dba A&E Aesthetics, LLC --
http://www.nuvointernational.com/-- specializes in offering
progressive anti-aging treatments and top quality products and the
first medical cosmetic company to launch a chain of retail skin
care clinics in shopping malls throughout the United States.
Keith M. Aurzada, Esq., at Hance Scarborough Wright Ginsberg &
Brusilow, LLP and Nile Leatham, Esq. & James B. MacRobbie, Esq.,
at Kolesar & Leatham, Chtd., represent the Debtors.  The Company
and its debtor-affiliates filed for chapter 11 protection on
March 7, 2005 (Bankr. D. Nev. Case No. 05-50463).  When the
Debtors filed for protection from their creditors, they estimated
assets and debts of $10 million to $50 million.


SOUTHERN UNION: Moves Schedule for Remarketing of 2.75% Sr. Notes
-----------------------------------------------------------------
Southern Union Company reported that the remarketing of its 2.75%
Senior Notes due Aug. 16, 2006, will be rescheduled to a
subsequent remarketing period referenced in the forward stock
purchase agreement.  The initial remarketing period indicated in
the forward stock purchase contract agreement was May 11, 2006.

Southern Union issued $125 million aggregate principal amount of
the 2.75% Senior Notes when it issued 2.5 million Equity Units in
June 2003.  Each Equity Unit currently consists of a $50 principal
amount of the 2.75% Senior Notes and a forward stock purchase
contract that obligates the holder to purchase Southern Union
Company common stock on August 16, 2006.  There is currently $125
million aggregate principal amount of the 2.75% Senior Notes
outstanding.

                       About Southern Union

Southern Union Company (NYSE: SUG) -- http://www.sug.com/-- is
engaged primarily in the transportation, storage and distribution
of natural gas.  Through Panhandle Energy, the Company owns and
operates 100% of Panhandle Eastern Pipe Line Company, Trunkline
Gas Company, Sea Robin Pipeline Company, Southwest Gas Storage
Company and Trunkline LNG Company - one of North America's largest
liquefied natural gas import terminals.  Through CCE Holdings,
LLC, Southern Union also owns a 50% interest in and operates the
CrossCountry Energy pipelines, which include 100% of Transwestern
Pipeline Company and 50% of Citrus Corp.  Citrus Corp. owns 100%
of the Florida Gas Transmission pipeline system.  Through its
local distribution companies, Missouri Gas Energy, PG Energy and
New England Gas Company, Southern Union also serves approximately
one million natural gas end-user customers in Missouri,
Pennsylvania, Rhode Island and Massachusetts.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 27, 2006,
Moody's Investors Service confirmed the Baa3 senior unsecured debt
ratings of Southern Union Company with negative outlook and its
transportation and storage subsidiary, Panhandle Eastern Pipe Line
Company, LLC, with stable outlook.  Moody's also confirmed the Ba2
rating on Southern Union Company's non-cumulative perpetual
preferred securities.


STIRLING COOKE: Scheme Creditors' Meeting Set on July 5
-------------------------------------------------------
The High Court of Justice, Chancery Division, set at 2:00 p.m. on
July 5, 2006, as the meeting of all Scheme Creditors in Stirling
Cooke Brown Insurance Brokers Limited's case to be held at
Plumtree Court in London.

All Scheme Creditors are requested to attend in person or by
proxy.

The Scheme Creditors will be asked to consider the approval of a
Scheme of Arrangement pursuant to Section 425 of the Companies Act
1985.

The Court has appointed Paul Anthony Brereton Evans, or "failing
him" Dan Yoram Schwarzmann, to act as Chairman of the Scheme
Meeting and directed Mr. Evans to report the result of the meeting
to the Court.

The proposed Scheme is available on the Company's Web site.

Stirling Cooke Brown Insurance Brokers Limited --
http://www.stirlingcookebrown.co.uk -- was a medium sized Lloyds
broker which operated in a number of areas including the U.S.
Workers' Compensation insurance market.  On July 17, 2003, the
High Court of Justice, Chancery Division, appointed Paul Anthony
Brereton Evans and Dan Yoram Schwarzmann as the Debtor's Joint
Administrators.


SURGILIGHT INC: March 31 Balance Sheet Upside Down by $925,230
--------------------------------------------------------------
SurgiLight, Inc., filed its first quarter financial statements for
the three months ended March 31, 2006, with the Securities and
Exchange Commission on May 19, 2006.

The Company reported a $294,845 net loss with no revenue for the
three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $5,060,530
in total assets, $4,135,300 in total liabilities, and $925,230 in
total stockholders' equity.

The Company's March 31 balance sheet also showed strained
liquidity with $788,558 in total current assets available to pay
$4,135,300 in total current liabilities coming due within the next
12 months.

A full-text copy of the Company's financial statements for the
three months ended March 31, 2006, are available for free
http://ResearchArchives.com/t/s?9e1

                        Going Concern Doubt

Richard L. Brown & Company, P.A., in Tampa, Florida, raised
substantial doubt about SurgiLight, Inc.'s ability to continue as
a going concern after auditing the Company's consolidated
financial statements for the year ended Dec. 31, 2005.  The
auditor pointed to the Company's losses from operations and
accumulated deficiency.

SurgiLight, Inc., sells ophthalmic lasers and related products and
services based on its own and licensed intellectual property,
primarily for use in refractive and presbyopia procedures.


SYBRON DENTAL: Closed Acquisition Cues S&P to Withdraw BB+ Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on Sybron
Dental Specialties Inc. and Sybron Dental Management Inc. from
CreditWatch (including the 'BB+' corporate credit rating) and
subsequently withdrew them.

The ratings were placed on CreditWatch with positive implications
April 12, 2006, following the announcement that Danaher Corp. was
acquiring Sybron.  The ratings were withdrawn due to the closing
of the acquisition.


TENSAR CORP: Tensar Group Acquisition Cues S&P to Affirm B- Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Atlanta, Georgia-based Tensar Corp. (B-/Stable/--).

The affirmation follows the acquisition by Tensar's affiliate, TCO
Funding Corp., of unrated Tensar Group Ltd. and its subsidiaries,
including Tensar International Ltd. for approximately $
130 million.  Standard & Poor's also affirmed TCO's 'B-' bank loan
rating.

The acquisition will be financed with:

   * proceeds from TCO's incremental $55 million first-lien term
     loan;

   * a $26.5 million add-on to TCO's unrated-second-lien notes;

   * a $16.5 million add-on to the payment-in-kind subordinated
     notes at unrated TCH Funding Corp.; and

   * an equity contribution of about $40 million to be made to
     Tensar's parent company, unrated Tensar Holdings Inc.

TCO, a special-purpose entity formed for the sole purpose of
entering into the credit agreement and a sale-leaseback
arrangement with Tensar, will then lease the TIL assets back to a
Luxembourg-based subsidiary of Tensar (Luxco) pursuant to a $55
million lease/purchase agreement.  This structure is similar to
the company's current financing.  At March 31, 2006, pro forma for
the acquisition of TIL, Tensar had total debt, including
capitalized operating leases, of $389 million.

"The affirmation reflects our assessment that, although the
acquisition of TIL, based in the U.K., provides Tensar with
greater geographic diversity and the ownership of key patents that
were previously licensed, the company will remain very highly
leveraged, with pro forma debt to EBITDA of more than 6x," said
Standard & Poor's credit analyst Kenneth L. Farer.  "In addition,
Tensar will continue to have a small sales base relative to its
total debt burden, modest product diversity, limited liquidity,
and a small number of production facilities."

Tensar primarily converts polyethylene and polypropylene materials
into structural products that stabilize soil, provide building and
roadway foundation support, and control erosion.

Favorable industry demand should lead to higher volumes and good
operating profitability for Tensar over the near term.

"However," Mr. Farer said, "we could revise the outlook to
negative if rising raw-material costs, competitive pricing
pressures, or a slowdown in construction activity squeezes
earnings and cash flow, if capital spending results in tighter
liquidity than expected in 2006, or if performance deteriorates
because of issues associated with the integration of Tensar and
TIL.  We could revise the outlook to positive if the company's
products gain greater acceptance or do so at a pace faster than we
currently incorporates in our ratings, leading to a slightly
improved business profile, stronger cash flow, and meaningful debt
reduction."


THINKPATH INC: Posts $371,656 Net Loss in 2006 1st Fiscal Quarter
-----------------------------------------------------------------
Thinkpath Inc. filed its first quarter financial statements for
the three months ended March 31, 2006, with the Securities and
Exchange Commission on May 19, 2006.

The Company reported a $371,656 net loss on $2,910,314 of revenues
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $5,278,705
in total assets, $3,622,725 in total liabilities, and $1,655,980
in total stockholders' equity.

The Company's March 31 balance sheet also showed strained
liquidity with $1,979,782 in total current assets available to pay
$3,080,921 in total current liabilities coming due within the next
12 months.

A full-text copy of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?9e2

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 16, 2006,
Schwartz Levitsky Feldman LLP, Chartered Accountants, in Toronto,
Ontario, Canada, raised substantial doubt about Thinkpath Inc.'s
ability to continue as a going concern after auditing the
Company's consolidated financial statements for the years ended
Dec. 31, 2005, and 2004.  The auditor pointed to the Company's
recurring losses from operations and negative working capital.

Thinkpath Inc. (OTCBB: THTHF) is a global provider of
technological solutions and services in engineering knowledge
management, including design, drafting, technical publishing, and
consulting.  Thinkpath enables corporations to reinvent themselves
structurally; drive strategies of innovation, speed to market,
globalization and focus in new and bold ways.


TRINITY INDUSTRIES: Moody's Holds Corporate Family Rating at Ba2
----------------------------------------------------------------
Moody's Investors Service affirmed the corporate family rating of
Trinity Industries, Inc. at Ba2, and changed the rating outlook to
positive.  In related rating actions, Moody's assigned a Ba2
rating to the bank credit facility due 2010, and raised the senior
unsecured rating to Ba2 from Ba3.

In Moody's view, Trinity is well positioned to accelerate near
term profit growth given its record backlog of railcar orders,
combined with the ability to now pass through to customers the
sharp increases in steel prices that has restrained margin
expansion.  Just to deliver the backlog in place, Trinity's
manufacturing capacity will likely operate near full capacity
through mid 2007 at least.

Trinity Industries is the largest rail car builder in the North
American market; railcar demand is sharply cyclical and the Ba2
corporate family rating heavily weighs the impact of cycles on the
company's profits and cash flow.  Free Cash Flow is expected to be
considerably negative during the current up-cycle as Trinity is
likely to provide customer financing for up to half of the
deliveries from the backlog.  Growth in the lease portfolio is
expected to be debt funded.  The long-term nature of the leases
being added should add to cash flow stability, although the
ability to improve portfolio quality could be challenged during a
rapid expansion.

The change to a positive outlook anticipates a meaningful near-
term increase in profitability from the railcar manufacturing unit
together with stronger earnings contribution from its non-railcar
business, and steady growth in lease revenue.  Trinity should be
able to produce peak-cycle profitability with solid debt
protection measures.

Debt is expected to increase to support core business objectives
of financing a portion of Trinity's own manufacturing production,
rather than any material shareholder enhancement programs or
acquisitions. The positive outlook also anticipates Trinity will
maintain high quality alternate liquidity, through a substantial
committed bank credit agreement and warehousing facility.

The rating could be raised if Trinity can demonstrate discipline
in the debt financed expansion of its leasing portfolio to
preserve debt to EBITDA below 4.0 times and sustain EBIT to
Interest Expense greater than 4.5 times over the cycle, and
maintain very strong alternate liquidity to carry the company
through the next down-cycle in the railcar production.

The rating could be pressured downward if any expansion plans are
meaningfully away from its core business of building and financing
railcars, or if adequate returns do not materialize during the
current up-cycle, resulting in a decline in the EBITDA margin.

The senior unsecured rating was raised one notch to the corporate
family rating of Ba2 to reflect that the senior unsecured notes
are no longer effectively subordinated to the bank credit
facilities.  Earlier, the bank syndicate released the collateral
in exchange for a reduction in the leverage test, and the bank
facility is no longer secured.  The senior unsecured notes and the
bank credit facility now rank equally in priority of claim, and
both benefit from upstream guarantees from Trinity's domestic
subsidiaries.

Ratings affected

Trinity Industries, Inc. corporate family rating affirmed at Ba2;
senior unsecured to Ba2 from Ba3; bank credit facility due 2010
assigned at Ba2, and rating of the refinanced bank agreement
withdrawn

Trinity Industries, Inc., based in Dallas, Texas, is the largest
North American builder of rail cars, has interests in barge
construction and highway construction, and owns and manages a
portfolio of leased railroad cars.


UNITED COMPONENTS: Earns $4.8 Million During 2006 First Quarter
---------------------------------------------------------------
United Components, Inc., reported results for the quarter ended
March 31, 2006.  Revenue increased to $263.7 million, 7.4% over
the year-ago quarter, with increases in the retail, heavy duty and
original equipment sales channels and declines in the traditional
and original equipment service channels.  Net income for the
quarter was $4.8 million, up from $2.7 million for the first
quarter of 2005.

Earnings before interest, taxes, depreciation and amortization, or
EBITDA, as adjusted pursuant to the company's credit agreement for
its senior credit facilities, was $29.5 million for the first
quarter, an increase of 19.9% over EBITDA of $24.6 million for the
year-ago quarter.

"We are extremely pleased with our strong start to 2006," said
Bruce Zorich, Chief Executive Officer of UCI.  "We saw some very
tangible results this quarter from the investment we've made
throughout 2005, and continue to make, in revenue and
profitability initiatives."

"Our new business development efforts were reflected in our first
quarter revenue improvement, particularly in the retail channel,"
continued Zorich.  "And our operational improvements helped to
offset the continuing increases in raw material and energy costs."

UCI continues to work toward completing its previously announced
acquisition of ASC Industries, Inc.  The regulatory clearance
necessary for the transaction has been obtained, and the company
currently anticipates completing the acquisition by the end of May
2006.  UCI plans to fund the acquisition through an amendment to
its existing senior credit facilities, including additional
borrowings of approximately $115 million.

UCI generated $18.9 million of cash in the quarter, ending the
quarter with $45.1 million in cash.  As of March 31, 2006, the
company's debt stood at $443 million, down from $581 million in
June 2003 when the acquisition occurred.

                     About United Components

United Components, Inc. -- http://www.ucinc.com/-- is among North
America's largest and most diversified companies servicing the
vehicle replacement parts market.  The company supplies a broad
range of products to the automotive, trucking, marine, mining,
construction, agricultural and industrial vehicle markets.  The
company's customer base includes leading aftermarket companies as
well as a diverse group of original equipment manufacturers.

                            *   *   *

As reported in the Troubled Company Reporter on April 26, 2006,
Moody's Investors Service lowered the ratings of United
Components, Inc. -- Corporate Family, to B2 from B1; senior
secured revolving credit to B2 from B1, and senior subordinated
notes, to Caa1 from B3.  Moody's also assigned a B2 rating to the
company's new $330 million senior secured term loan D.

The downgrade reflected Moody's expectation that UCI's credit
metrics, which eroded during 2005 as a result of higher raw
material costs, lower production volumes, other product mix issues
will come under further pressure with the acquisition of water
pump manufacturer ASC Industries, Inc.

As reported in the Troubled Company Reporter on April 24, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on United Components Inc. to 'B+' from 'BB-' and its rating
on UCI's $230 million senior subordinated notes to 'B-' from 'B'.

Standard & Poor's also assigned its 'BB-' rating to UCI's proposed
$330 million term loan D senior secured credit facility and
assigned a recovery rating of '1'.  The ratings were removed from
CreditWatch, where they had been placed on March 9 with negative
implications.


USG CORP: Wants to Enter into $2.8-Bil. Exit Financing Facilities
-----------------------------------------------------------------
USG Corporation and its debtor-affiliates determined that they
require senior credit facilities to meet potential obligations
under their first amended joint plan of reorganization after
reaching an agreement with the Official Committee of Asbestos
Personal Injury Claimants and Dean Trafelet, the representative
for future asbestos claimants their cases.

                    Payments Due Under the Plan

Pursuant to the Asbestos PI Agreement, the Debtors will create and
fund a trust pursuant to Section 524(g) of the Bankruptcy Code,
which will assume all of the Debtors' current and future asbestos-
related personal injury liabilities.

In addition to the payments to the PI Trust, the Debtors' Plan
potentially provides to creditors approximately $5,500,000,000 of
cash payments, which include in excess of $2,500,000,000 on or
after the Plan's effective date.  Around $900,000,000 will be
paid to the PI Trust and the remainder will be used to make
principal and postpetition interest payments to the Debtors'
general unsecured, non-asbestos related creditors, as well as any
payments required to be made to holders of asbestos property
damage claims.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, tells the Bankruptcy Court that should
the legislation creating a national trust or similar fund not be
enacted on or before the date that is 10 days after final
adjournment sine die of the 109th Congress of the United States,
or should it be enacted but not survive constitutional challenge,
the Debtors will be required to make additional cash payments
into the PI Trust of $3,050,000,000 over a six-month period.

As of March 31, 2006, the Debtors and their non-Debtor affiliates
had a $1,500,000,000 cash balance on a consolidated basis.  In
addition, the Debtors expect to raise $1,800,000,000 from the
proceeds of a rights offering made to their existing
shareholders.

According to Mr. DeFranceschi, the Debtors' cash-on-hand and the
proceeds of the Rights Offering will provide sufficient liquidity
to allow the Debtors to satisfy their Plan obligations as of the
Effective Date.  Should the Asbestos Legislation not be enacted
by the Expiration Date or if it does not survive constitutional
challenge, however, the Debtors will require approximately
$2,100,000,000 of additional cash to make payments under the
Plan.

                  USG Wants Access to More Cash

The Debtors contemplate entering into a Term Loan Facility, which
allows them to borrow up to $1,000,000,000.  The Debtors will use
the proceeds to satisfy, in part, their obligations under a
$3,050,000,000 contingent payment note to the PI Trust.

The Debtors also plan to enter into a Tax Bridge Facility, which
will provide a $1,150,000,000 bridge loan, to satisfy, together
with the Term Loan Facility, the Debtors' obligations under the
Contingent Note.

The Debtors expect to receive tax refunds equal to $l,100,000,000
as a result, in part, of payments made to the PI Trust.  The
proceeds of those refunds will be used to repay the borrowings
under the Tax Bridge Facility.

                    Commitment and Fee Letters

The Debtors seek the Bankruptcy Court's authority, pursuant to
Section 363(b) of the Bankruptcy Code, to:

    (i) incur obligations under and accept the terms of:

           (a) a commitment letter, dated May 12, 2006, including
               a term sheet among USG Corporation and JPMorgan
               Chase Bank, N.A., J.P. Morgan Securities, Inc.,
               and Goldman Sachs Credit Partners LP;

           (b) a fee letter, dated May 12, 2006, among USG and
               the Commitment Parties; and

           (c) an administrative agent fee letter, dated May 12,
               2006, between USG and JPMorgan; and

   (ii) grant the liens, if necessary, contemplated by the
        Commitment Letter and the Fee Letters and otherwise
        perform their obligations.

Subject to the Commitment Parties Fee Letter, the principal terms
of the Exit Financing Facilities are:

    (1) Borrower, Guarantors, and Lenders

        USG Corporation will act as the borrower and its material
        domestic direct and indirect subsidiaries will serve as
        the guarantors.  JPMorgan, as the administrative agent,
        and Goldman Sachs will syndicate a group of lenders
        acceptable to the administrative agent and USG.  J.P.
        Morgan Securities and Goldman Sachs will be the co-lead
        arrangers and joint bookrunners.

    (2) Revolving Credit Facility

        The parties agree to a $650,000,000 revolving credit line,
        with a sub-limit of $250,000,000 for letters of credit,
        and a swingline facility under which USG may make short-
        term borrowings of up to an amount to be agreed upon.  Two
        options -- either competitive advance or revolving credit
        -- will be available under the Revolving Credit Facility.

        Maturing on the fifth anniversary of the Closing Date,
        the Revolving Facility Commitments and any outstanding
        Revolving Credit loans are not subject to amortization
        and mandatory prepayments.

    (3) Term Loan Facility

        A term loan will be made to USG in a single drawing in a
        principal amount of up to $1,000,000,000 -- at USG's
        request to be made by January 31, 2007.  In the event the
        Asbestos Legislation has been enacted but remains subject
        to a challenge, the Draw Period Expiration Date may be
        extended, at USG's option, for successive six-month
        periods, but in no event may be extended to a date
        occurring after the second anniversary of the Closing
        Date.

        The Term Loans will mature on the fifth anniversary of
        the Closing Date.

        If, on the Closing Date, USG's corporate credit ratings
        are lower than Bal or BB+ by Moody's and Standard & Poor,
        the Term Loan Facility will amortize in equal quarterly
        installments of 1% of the original principal amount of
        the Term Loan Facility per annum, with the balance
        becoming due and payable on the Term Loan Maturity Date.
        Otherwise, the entire unpaid principal balance of the
        Term Loan Facility will be due and payable on the Term
        Loan Maturity Date.

        USG may be required to make prepayments from the net
        cash proceeds of assets sales and issuances of debt
        obligations, and a portion of excess cash flow, to the
        extent provided in the Term Sheet.

        There will be no premium, penalty or fee for any
        voluntary or mandatory prepayment of the Term Loan.

    (4) Tax Bridge Facility

        A term loan will be made to USG in a single drawing in a
        principal amount of up to $1,150,000,000 upon USG's
        request made by the Draw Period Expiration Date.  In the
        event, however, that the Asbestos Legislation has been
        enacted but remains subject to a Challenge, the Draw
        Period Expiration Date may be extended, at USG's option,
        for successive six-month periods, but in no event may be
        extended to a date occurring after the date that is
        18 months after the Closing Date.

        The entire unpaid principal balance of the Tax Bridge
        Loan will be due and payable in a single installment on
        the date that is two years and six months after the
        Closing Date.

        USG may be required to make prepayments from the net cash
        proceeds of assets sales and issuances of debt
        obligations and a portion of excess cash flow, as and to
        the extent provided in the Commitment Letter.  USG will
        also be required to prepay the principal of the Tax
        Bridge Loan with, and in the amount of, federal income
        tax refund proceeds received by USG as a result of
        payments made to the PI Trust, within 15 days
        after USG's receipt.

        There will be no premium, penalty or fee for any
        voluntary or mandatory prepayment of the Tax Bridge Loan.

    (5) Interest

        Borrowings under the Revolving Credit Facility will bear
        interest, at the Debtors' option, based on either in the
        case of:

           -- competitive advance option, at rates obtained from
              bids selected through the administrative agent's
              standard CAF auction procedures; or

           -- Revolving Loans, the applicable LIBOR Spread or ABR
              Spread indicated in a pricing grid on the Term
              Sheet plus the current LIBOR or ABR, as applicable.

        Borrowings under the Term Loan Facility and the Tax
        Bridge Facility will bear interest based on the
        applicable LIBOR Spread or ABR Spread provided in the
        Pricing Grid plus the current LIBOR or ABR, as applicable.

    (6) Fees

        These fees, to be determined based on the Pricing Grid,
        will accrue and be payable from and after the Closing
        Date:

           * a Revolving Facility Fee,
           * an undrawn Term Loan Ticking Fee,
           * undrawn Tax Bridge Loan Ticking Fee, and
           * an undrawn Letter of Credit Fee.

    (7) Security

        If, on the Closing Date, USG's corporate credit ratings
        are Bal or better and BB+ or better by Moody's and S&P,
        the facilities will be unsecured.  Otherwise, all amounts
        will be secured by a perfected first priority pledge of
        all the capital stock of any material subsidiary held by
        USG or any Guarantor.  In the case of capital stock of
        any foreign subsidiaries, that pledge will not include
        more than 65% of the voting stock of a foreign
        subsidiary.

    (8) Events of Default

        The Exit Financing Facilities are subject to events of
        default customarily found in loan agreements as more
        fully described in the Term Sheet.

    (9) Representations, Warranties and Covenants

        Customary representations, warranties, and affirmative
        and negative covenants for exit financing is more fully
        described in the Term Sheet.  In addition, these
        financial covenants on a consolidated basis apply:

           -- if USG's corporate credit ratings on the Closing
              Date are Baa3 and BBB or better by Moody's and S&P,
              a Total Debt to Capitalization Ratio not to exceed
              0.65:1.00, otherwise a maximum leverage ratio not
              to exceed 4.50:1.00;

           -- minimum interest coverage ratio not to be less than
              2.00:1.00; and

           -- if USG's corporate credit ratings on the Closing
              Date are lower than Bal or BB+ by Moody's and S&P,
              annual capital expenditures not to exceed
              $630,000,000, subject to one-year carryover
              provisions to be agreed.

   (10) Indemnification

        USG will indemnify the lenders, arrangers, agents and
        their affiliates and their officers, and other
        individuals and hold them harmless from and against all
        claims and damages of any indemnified person arising out
        of or relating to the Plan.

   (11) Reimbursement of Expenses

        USG will reimburse:

           -- all reasonable out-of-pocket expenses associated
              with the syndication of the Exit Financing
              Facilities and the preparation, execution and
              delivery, administration, waiver or modification
              and enforcement of a Credit Agreement; and

           -- costs and documentary taxes associated with the
              Exit Financing Facilities.

   (12) Conditions to the Commitment

        The Commitment Letter provides that the commitments of
        the arrangers is subject to:

           (i) prior to and during the syndication of the Exit
               Financing Facilities, no competing issues of USG
               or its subsidiaries' securities or credit
               facilities that could impair the syndication of
               the Exit Financing Facilities;

          (ii) a reasonable syndication period of not less than
               30 days following the date on which the Commitment
               Parties receive the confidential information
               Memoranda, as defined in the Commitment Letter;

         (iii) Plan consummation, without any modification
               that is materially adverse to the Lenders without
               the arrangers' consent;

          (iv) USG's having received no less than $1,700,000,000
               gross cash proceeds from the Rights Offering; and

           (v) there not having occurred any change or proposed
               change in applicable law or regulation that could
               reasonably be expected to materially and adversely
               affect the availability or amount of the
               anticipated federal tax refund the Debtors expect
               to receive as a result of the funding of the PI
               Trust under the Plan.

   (13) Conditions to Closing

        The effectiveness of the Exit Financing Facilities and
        Funding on the Closing Date will be subject to
        satisfaction of these conditions:

           (i) The Administrative Agent will have received a
               certified copy of a Bankruptcy Court order
               confirming the Plan,  which will be consistent in
               all material respects with the Commitment Letter
               and the Fee Letters.  The Confirmation Order will
               be valid and continuing and will not have been
               reversed, modified or amended in a manner that is
               materially adverse to the Lenders without the
               arrangers' consent.  If subject to appeal, the
               Confirmation Order will not have been stayed
               pending that appeal.

          (ii) JPMorgan will have received either the
               Confirmation Order or a copy of Bankruptcy Court
               order issued contemporaneously with the
               Confirmation Order, in either case, granting the
               Debtors' financing request.

         (iii) On or before 120 days after the entry of the
               Confirmation Order, all conditions precedent to
               the confirmation of the Plan and the Effective
               Date will have been met, the Effective Date will
               have occurred or will be scheduled to occur, and
               the Plan and the financing authorization will be
               in full force and effect.

The Commitment Letter provides, among other things, that on or
before the closing of the Exit Financing Facilities, the
Commitment Parties will have received a copy of a Court order
granting the Debtors' request.  No fees or expenses are due and
payable under the Commitment Letter or the Fee Letters until the
Closing Date, which is anticipated to occur after the Effective
Date.

A full-text copy of the Commitment Letter is available at no
charge at http://bankrupt.com/misc/usgdebtorscommitmentletter.pdf

      Consummation of Exit Financing Facilities is Necessary

The Debtors assert that the entry into the Commitment Letter and
the Fee Letters with the Commitment Parties and the ultimate
consummation of the Exit Financing Facilities is in the best
interests of their estates and creditors because:

    (a) the Debtors require a binding commitment for the Exit
        Financing Facilities to implement the Plan's terms and
        to reorganize successfully; and

    (b) the Debtors' estates require the availability of
        additional funding to meet potential Plan obligations
        should the Asbestos Legislation not be enacted by the
        Expiration Date or should it be enacted but not survive
        constitutional challenge.

The Debtors further insist that the payment of the fees provided
in the Fee Letters is reasonable under the circumstances and is
consistent with similar commercial lending transactions.

              USG Wants to File Fee Letters Under Seal

The Debtors seek Judge Fitzgerald's permission to file the Fee
Letters under seal because they contain highly confidential
commercial information.

Paul Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, discloses that the Commitment Parties Fee
Letter contains provisions allowing the arrangers to increase the
interest rates and fees to ensure a successful syndication of the
Exit Facilities.

Mr. Heath contends that the public disclosure of the terms of the
Pricing Flex and the circumstances under which they are operative
would likely impair the arrangers' and the Debtors' ability to
syndicate the Exit Facilities at the more favorable pricing
levels, to the detriment of both the Debtors and their other
creditors.

                          About USG Corp.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.
(USG Bankruptcy News, Issue No. 111; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VERIDIEN CORP: March 31 Balance Sheet Upside Down By $5.9 Million
-----------------------------------------------------------------
Veridien Corporation filed its first quarter financial statements
for the three months ended March 31, 2006, with the Securities and
Exchange Commission on May 19, 2006.

The Company reported a $347,272 net loss on $155,123 of revenues
for the three months ended March 31, 2006.

At march 31, 2006, the Company's balance sheet showed $1,642,353
in total assets, $7,495,341 in total liabilities, and $125,968 in
minority interest, resulting in a $5,978,956 stockholders'
deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $887,346 in total current assets available to pay
$4,534,530 in total current liabilities coming due within the next
12 months.

A full-text copy of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?9e0

                       Going Concern Doubt

Malone & Bailey, PC, in Houston, Texas, raised substantial doubt
about Veridien 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, negative cash
flow from operations, and accumulated deficit.

Veridien Corporation - http://www.vrde.com/-- is a life sciences
company, focused on infection control, healthy lifestyle products
and diagnostic products.  Over the Company's history it has
invented, developed and patented its own unique products, sourced
and marketed inventive products developed by others and in more
recent times partnered with innovative pioneers to pursue
development of proprietary technology.


VILLAJE DEL RIO: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Villaje Del Rio, Ltd., delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the Western District
of Texas disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property
  B. Personal Property               $581
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                 $25,528,073
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                               $1,647,792
     Unsecured Nonpriority
     Claims
                                     ----           -----------
     Total                           $581           $27,175,865

Headquartered in San Antonio, Texas, Villaje Del Rio, Ltd., is a
real estate developer.  The company filed for chapter 11
protection on May 1, 2006 (Bankr. W.D. Tex. Case No. 06-50797).
Eric J. Taube, Esq., at Hohmann, Taube & Summers, L.L.P.,
represents the Debtor.  No Official Committee of Unsecured
Creditors has been appointed in the Debtor's case.  When the
Debtor filed for protection from its creditors, it estimated
assets of less the $50,000 and estimated debts between $10 million
and $50 million.


VISTEON CORP: S&P Assigns B+ Rating to New $800 Million Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and recovery rating of '2' to Visteon Corp.'s new seven-
year $800 million term loan, indicating the expectation for
substantial (80%-100%) recovery of principal in the event of a
payment default.

The proceeds from the new term loan will be used to:

   * pay off two existing term loans totaling $591 million; and
   * to repay borrowings under its revolving credit facility.

The revolving credit facility will be downsized to $500 million
from $772 million.

In addition, Standard & Poor's affirmed its 'B+' long-term and 'B-
2' short-term corporate credit ratings on the global automotive
supplier.  Van Buren Township, Michigan-based Visteon has total
debt of $2.3 billion, and underfunded employee benefit liabilities
of about $1.7 billion.  The rating outlook is negative.

In separate transactions expected to occur in the next few months,
Visteon will establish two new five-year revolving credit
facilities for the U.S. and Europe totaling $700 million, and
cancel its existing revolving credit facility.  The new revolving
credit facilities will be unrated.  The new financing transactions
will improve Visteon's liquidity and financial flexibility.

"But these improvements are more than offset by the business
challenges Visteon faces as it attempts to improve its poor
earnings and cash flow amid difficult industry conditions," said
Standard & Poor's credit analyst Martin King.

Although Visteon's first quarter results were stronger than
expected, margins remain very low.  Visteon's financial
performance should improve during the next few years as it gains
the benefits from various restructuring actions, but Standard &
Poor's expects profits to remain low and cash flow generation to
be neutral or negative during the next year.

In addition, Visteon's performance is dependent upon conditions in
the automotive industry, which remains unsettled after several
years of turmoil.


WARNER MUSIC: Fitch Assigns BB- Issuer Default Rating
-----------------------------------------------------
Fitch assigned initial ratings on Warner Music Group Corp.
and its subsidiaries:

  Warner Music Group:

    -- Issuer Default Rating 'BB-'

  WMG Acquisition Corp:

    -- IDR 'BB-'
    -- Secured 'BB'
    -- Subordinated 'B+'

  WMG Holdings Corp:

    -- IDR 'BB-'
    -- Unsecured 'B'

The Rating Outlook is Stable.

The ratings are supported by:

   * the company's global footprint;

   * diversified and established content library;

   * solid credit metrics;

   * leadership in the digital music space;

   * adequate liquidity position; and

   * strong covenant package that gives creditors a substantial
     amount of control over leverage, dividends and event risk.

Credit concerns include:

   * substantial challenges facing the music industry related to
     piracy;

   * substantial returns of capital and dividends to the company's
     equity sponsors prior to its public offering; and

   * Fitch's belief that equity returns will continue to be a
     major focus from the Board of Directors.

In addition, while acquisition risk remains a concern, Fitch
believes this risk is somewhat mitigated by lender covenant
controls and the likelihood that any acquisition will be cash flow
positive.  Credit concerns also include the company's internal
controls weakness related to financial reporting.

The Stable Outlook is supported by:

   * the company's adequate liquidity position;

   * recent stabilization of industry sales;

   * the increasing proliferation and acceptance of legitimate
     online music sites; and

   * WMG's early success within the digital music landscape.

According to the IFPI, total industry global recording sales for
the year-ended 2005 were relatively flat versus 2004 at
approximately $33.5 billion.  While total retail sales have
dropped significantly from its peak in the late 1990s, overall
sales are stabilizing as digital downloads are starting to offset
a large portion of decreases in recorded physical sales.  Digital
music sales for the industry nearly tripled in 2005 to $1.1
billion.

To date, there are over 300 legitimate global online sites that
allow the consumer to download music onto a computer and/or
portable device, as well as mobile downloads available in select
countries.  The continued acceptance of these sites benefits the
music content owners (e.g., Warner Music) as it results in
additional outlets for them to distribute their content at no
additional fixed cost.

However, despite a successful global campaign over the last few
years to promote consumer awareness, as well as positive court
rulings in the second half of 2005, Fitch believes piracy will
continue to be a major issue for the music industry over the long-
term.  Fitch also recognizes the risk related to pricing and
infrastructure uncertainties as the industry continues to
transition to an increasingly digital business model.

Fitch believes the company's credit metrics and financial policies
are consistent with a 'BB-' IDR.  The company's cash debt service
ratio (defined as EBITDA divided by cash interest expense and
principal debt amortization) of approximately 3.5x is appropriate
for the rating; however, Fitch expects consolidated cash interest
at WMG to increase beyond the next three to four years as WMG
Holdings is required to pay annual cash interest of approximately
$25 million beginning June 2010.

However Fitch believes the company's cash debt service ratio
should still remain strong as future growth in operations should
be able to offset increases in interest expense.  Fitch calculates
EBITDA for the latest twelve month period ended March 31, 2006 at
approximately $505 million with a total gross leverage (including
WMG Holdings discount notes) of approximately 4.4x based on
consolidated debt of $2.2 billion.

Fitch assesses the company's liquidity position based on the
operating entity, WMG Acquisition Corp.  As such, liquidity is
adequate and comprises $338 million of cash and marketable
securities at March 31, 2006 and available credit revolver of $248
million ($250 million revolver less $2 million outstanding letters
of credit).  Liquidity is also supported by free cash flow which
Fitch estimates will be in excess of $100 million annually after
deducting for common dividends.  The company's credit revolver
matures February 2010.  Due to low capital expenditure
requirements, the company's cash from operations divided by
capital expenditures is strong at approximately 9x.

The company's bank debt contains strict covenants related to
change of control, financial metrics, additional indebtedness and
dividends, which Fitch believes substantially reduce financial and
event risk for these lenders.  This includes a maximum net
leverage covenant that decreases from 4.75x at year-end 2007 to
3.5x in 2010.

For the twelve month period ended March 31, 2006, Fitch estimates
this ratio as calculated by the covenants to be approximately
3.9x.  The indenture related to WMG Acquisition Corp.'s
subordinated notes have a cross-acceleration feature with the bank
debt and contain less-restrictive covenants related to change of
control and additional indebtedness, which Fitch does not believe
provides a significant amount of creditor protection.  The
indenture does, however, provide adequate protection related to
dividends out of WMG Acquisition Corp.

Further, WMG Holdings Corp.'s indenture for the unsecured notes
provides fairly limited restrictions on additional indebtedness,
change of control and dividends, all mainly governed by a 2x
minimum fixed charge coverage.


WESTLAND HOLDINGS: Moody's Puts Low-B Rating on Planned Term Loans
------------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Westland
Holdings, LLC, including a B1 to the proposed first-lien senior
secured term loan, a B2 to the proposed second-lien senior secured
term loan, and a B2 corporate family rating.  The rating outlook
is stable.

The stable rating outlook is based on Moody's expectation that the
funds set aside in the interest reserve account plus the cash from
the transaction to be used for general corporate purposes will
carry Westland, an Albuquerque, New Mexico-based land development
company, through its initial ramp up phase until it becomes free
cash flow positive in 2009.

Westland is a new, separate entity being established by Jim
Rhodes, owner of The Rhodes Companies, LLC, to acquire Westland
Development Company, Inc. and its 55,000 acres of developable land
near the central business district of Albuquerque, New Mexico.

The ratings reflect the necessary ramp up period before Westland
can become free cash flow positive; the considerable geographic
concentration of the company; its non-investment grade
ownership/sponsorship; that the majority of future lot sales are
not yet under contract; that approximately $62 million of the $175
million first-lien term loan and the entire $50 million of the
second-lien term loan will need to be refinanced at or before
their respective maturity dates; the absence of a separate
revolving credit facility that would bolster liquidity; and the
cyclical nature of the land development business.

At the same time, the ratings acknowledge the significant
underlying asset value in the transaction; the opportunity to
develop the largest single block of privately-held land in the
fast-growing Albuquerque metropolitan market area; and the
successful track record of Jim Rhodes and The Rhodes Companies,
LLC in the Las Vegas market in developing large tracts of land
into successful master-planned communities.

The rating assignments:

   * B1 on the $175 million, 5.5-year, first-lien senior secured
     term loan;
   * B2 on the $50 million, 6.5-year, second-lien senior secured
     term loan; and
   * B2 corporate family rating.

In the past two years, Moody's has rated a large number of land
development transactions in which the corporate family ratings
have ranged from a low of B3 to as high as Ba2.  There are at
least four characteristics that distinguish the projects rated in
the Ba category from those that were placed in the B category:


   (i) Sponsorship/ownership -- In the case of the Ba rated
       projects, some or most of the sponsor/owners were rated
       investment grade, including some as high as Aaa.  The B
       rated projects have tended to have all or a substantial
       majority of non-investment grade sponsorship/ownership.
       By this measure, Westland falls into the B category.

  (ii) Presales vs. spec sales -- The Ba rated projects have
       tended to have substantially all, or even 100%,
       contractual advance sales of the lots to be developed,
       generally to strong counterparties.  The B rated projects
       have tended to rely largely on spec sales of the lots that
       were being developed.  While Westland does have some lot
       sales in backlog, most of its potential future lot sales
       are not under contract, thus placing it again in the B
       category by this measure.

(iii) Inflection point in the development cycle -- The higher
       rated projects have either been at, or close to, the
       inflection point in their development cycles, with sharply
       positive free cash flow generation close at hand.  The
       lower rated projects have tended to have inflection points
       that were several years away.  Westland will not be free
       cash flow positive until 2009.  By this measure, the
       company again falls into the B category.

  (iv) Capital withdrawals -- The higher rated projects have not
       had dividends as part of the rated transaction, i.e.,
       there was no return of a substantial portion of the
       invested capital.  The lower rated ones have had, in most
       cases, substantial dividends paid out as part of the
       transaction.  Westland will not be withdrawing any capital
       as part of this transaction, placing it into the Ba
       category by this measure.

The overwhelming majority of land transactions rated by Moody's
that were in the B category were rated B2, as is Westland.  For
Westland to have received a B1 rating, it would have needed more
of the Ba characteristics listed above or it would have had to
have possessed some of the characteristics of the B1 rated
homebuilders, such as size, scale, diversification, measurable
tangible net worth, and a solid track record.

Going forward, the ratings could benefit from a more rapid sale of
lots and at higher prices than projected and more rapid pay down
of debt than anticipated.  Conversely, the ratings could be
pressured from slower-than-expected absorption rates of lots, from
considerably weaker pricing than forecasted, and/or from any
perceived difficulties in arranging refinancing as the respective
maturity dates draw near.

Westland Holdings, LLC, a newly-formed and separate entity of The
Rhodes Companies, LLC, will be buying Westland Development
Company, Inc. for $211.6 million.  Westland Development Company,
Inc. is a privately-held but publicly registered land development
firm whose real estate holdings, currently comprising 55,000
mainly contiguous acres near the Albuquerque, New Mexico central
business district, originated as a land grant from the king of
Spain in 1692.

Westland Development Company has an established land development
platform in Albuquerque. Previous projects include single family
and multi-family residential communities and commercial
developments.  The purchase price, plus the funding of a $46.5
million interest reserve and a $35 million general corporate
reserve, will be financed with $75 million of cash equity from Jim
Rhodes plus the $225 million of first- and second-lien term loans.


WESTPORT COMMUNITY: Section 341(a) Meeting Scheduled for June 14
----------------------------------------------------------------
The U.S. Trustee for Region 13 will convene a meeting of Westport
Community Secondary Schools, Inc.'s creditors at 2:00 p.m., on
June 14, 2006, at the U.S. Courthouse, Room 2110A, 400 East 9th
Street in Kansas City, Missouri.  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.

Based in Kansas City, Missouri, Westport Community Secondary
Schools, Inc., filed for chapter 11 protection on May 4, 2006
(Bankr. W.D. Mo. Case No. 06-41077).  Gregory S. Gerstner, Esq.,
at Seigfreid, Bingham, Levy Selzer & Gee, P.C., represents the
Debtor.  When the Debtor filed for protection from its creditors,
it listed total assets of $10,888,574 and total liabilities of
$8,200,000.


WILLIAMS COS: Building New Pipelines Under ONEOK Joint Venture
--------------------------------------------------------------
A unit of Williams and an affiliate of ONEOK, Inc., have entered
into an agreement to form a joint venture that will develop new
pipeline capacity for transporting natural gas liquids from
production areas in southwestern Wyoming to central Kansas, home
to one of the nation's largest NGL storage and distribution hubs.

Natural gas liquids include fuels such as ethane, propane and
butane that are used in petroleum refining, home heating, and as
industrial feedstock to manufacture plastics.

"This project is a great industry solution to accommodate the
growth of NGL volumes from the Rockies," Alan Armstrong, president
of Williams' Midstream business, said.  "We're committed to
finding ways to get new supplies of energy into the marketplace
more efficiently and more economically."

Williams initiated the 750-mile project - known as Overland Pass
Pipeline Company, LLC. - last year to provide an additional outlet
for NGL supplies produced at the company's two natural gas
processing plants in Wyoming.

Williams is a major producer and owner of NGL supply through these
operations near the towns of Opal and Wamsutter.  The company
retains equity volumes of NGL as payment-in-kind under certain
processing contracts.

ONEOK's affiliate, Northern Border Partners, L.P., has agreed to
reimburse Williams' development costs to date for the proposed
pipeline and initially will own 99% of Overland Pass Pipeline.
Subsidiaries of Northern Border Partners will manage the
construction project and operate the pipeline.

Williams is retaining a 1% interest in Overland Pass Pipeline
Company and has the option to increase its ownership to 50% and
become the operator within two years of the pipeline becoming
operational. Start-up is tentatively planned for early 2008.

Additionally, Williams has agreed to dedicate its equity NGL
volumes from its two Wyoming plants for transport on Overland Pass
Pipeline under a long-term shipping agreement.  The terms
represent significant savings to Williams compared with the
existing tariff it pays and other alternatives the company
considered.

Subsidiaries of Northern Border Partners also will provide other
downstream services that will ultimately give Williams access to
another major demand hub in Mont Belvieu, Texas, for finished NGL
products.

"Overland Pass is ideal for Williams and other energy producers
that we serve in Wyoming," Armstrong added.  "This will give our
customers at Opal and Wamsutter a more direct route for moving
their liquids into Mid-Continent NGL markets."

From a technical standpoint, the new pipeline is designed to
minimize the operating cost of transporting NGL volumes out of the
Rockies by taking advantage of the gravity that results from the
elevation difference between Wyoming and Kansas.

The joint venture and related commercial agreements are subject to
approval by Williams' board of directors.

                     About Williams Companies

Headquartered in Tulsa, Oklahoma, The Williams Companies, Inc. --
http://www.williams.com/-- through its subsidiaries, primarily
finds, produces, gathers, processes and transports natural gas.
The company also manages a wholesale power business.  Williams'
operations are concentrated in the Pacific Northwest, Rocky
Mountains, Gulf Coast, Southern California and Eastern Seaboard.

                          *     *     *

As reported in the Troubled Company Reporter on May 8, 2006,
Standard & Poor's Ratings Services raised to 'BB-' from 'B+' The
Williams Cos. Inc.'s corporate credit rating, including
Northwest Pipeline Corp., Transcontinental Gas Pipe Line Corp.,
and Williams Production RMT Co.  The outlook is positive.


WILLIAMS PARTNERS: Fitch Rates Proposed $150 Million Notes at BB
----------------------------------------------------------------
Fitch Ratings initiated coverage and assigned a 'BB' Issuer
Default Rating to Williams Partners, L.P. and a 'BB' rating to
WPZ's proposed offering of up to $150 million of senior unsecured
notes.  The Rating Outlook is Stable.

WPZ is the publicly traded master limited partnership affiliate of
The Williams Companies, Inc. (WMB; IDR 'BB+' by Fitch) and is
engaged primarily in the:

   * gathering, transporting, and processing of natural gas; and
   * fractionation and storage of natural gas liquids.

WMB's current ownership in WPZ consists of a 2% general partner
interest and a 59% limited partner interest.  In assigning the
initial ratings for WPZ, Fitch considered WPZ's functional ties
with WMB as well as the partnership's standalone operating and
financial profile, including the credit implications of the
pending acquisition of a 25.1% interest in Williams Four Corners,
LLC, an integrated natural gas gathering and processing system
located in the San Juan Basin of Colorado and New Mexico, from WMB
for a cash consideration of $360 million.  WPZ plans to fund the
Four Corners acquisition with the proposed $150 million note
offering and the remainder from publicly issued common units.

WPZ's ratings reflect:

   * the partnership's close operating and financial ties with
     WMB;

   * a growing portfolio of primarily fee-based natural gas and
     NGL midstream business activities;

   * the geographic and cash flow diversity provided by the
     pending Four Corners purchase; and

   * the expectation for credit ratios to remain consistent with
     the parameters targeted for WPZ's initial rating level.

Key risk factors incorporated into the rating analysis include:

   * moderate commodity price risk;

   * WPZ's reliance on upstream cash distributions from assets
     held on a minority basis; and

   * the ongoing financing and execution risk associated with
     WPZ's near-term growth strategy, which contemplates the
     acquisition of additional assets from WMB.

The partnership's current asset portfolio includes offshore Gulf
of Mexico natural gas gathering and processing activities and the
storage and fractionation of NGLs in Conway, Kansas -- the primary
mid-continent trading hub for NGL products.  These activities are
predominately fee-based and are generally backed by contracts
and/or reserve dedications from well capitalized producers and
creditworthy counterparties.

At the same time, there is a moderate degree of commodity price
risk embedded in these activities, as both the absolute value of
natural gas and the relationship between NGLs and natural gas can
influence the ultimate level of volumes flowing through WPZ's
systems.  Fitch believes the pending Four Corners acquisition has
positive implications for the partnership's business risk profile.
In addition to expanding WPZ's portfolio of fee-based gathering
activities, the acquisition diversifies WPZ's cash flow away from
the potentially unstable Gulf of Mexico region.

As part of its analysis, Fitch considered WPZ's dependence on
upstream subsidiary distributions to meet ongoing debt service
requirements.  In particular, WPZ's two primary cash generating
assets on a pro forma basis consist of minority ownership
interests in:

   * Discovery (40%), and
   * Four Corners (initially 25.1%).

As such, the ultimate cash WPZ derives from these operations is
subject to the distribution parameters outlined in the respective
partnership agreements of Discovery and Four Corners.

In general, available cash from these two entities is defined as
operating cash flow less maintenance capital expenditures as well
as any cash reserves deemed appropriate by the respective
management committee.  Although, both Discovery and Four Corners
are not prohibited from incurring debt, any debt raised at the
underlying partnership level would require the unanimous consent
of the respective partners, which include WMB.

Moreover, given WMB's asset dropdown strategy, Fitch believes that
WPZ could ultimately own greater than 50% of Four Corners, thus
giving it greater control over those particular cash flows.

Fitch expects WPZ's credit measures to remain consistent with the
initial rating, although there could be some moderate variability
due to commodity price volatility and resulting effect on natural
gas/NGL volumes transported, processed and stored by WPZ.

In addition, future funding strategies for additional WMB dropdown
acquisitions will influence the partnership's ongoing leverage
ratios.  Under a scenario which assumes that ongoing acquisitions
are financed with a minimum 50% equity component, WPZ's debt
leverage, as measured by total debt to adjusted EBITDA should
remain at or slightly below 4x with EBITDA/Interest exceeding
3.5x.  Fitch notes that WPZ's ability to issue equity directly to
WMB as opposed to the public to fund future dropdowns provides
additional financing flexibility.

Although WMB's limited partner interest in WPZ will decline as WPZ
further accesses the public MLP equity markets, retaining the 2%
general partner interest provides WMB with effective control of
WPZ, including broad discretion over distribution policy,
acquisitions, and other important matters involving the business
strategy of the partnership.

In particular, Fitch expects WMB to continue to utilize WPZ as an
alternative source of cost capital to help fund WMB's corporate
level growth aspirations.  In addition, WMB and WPZ remain closely
tied due to WPZ's status as an eligible borrower under WMB's
corporate revolving credit facility.  Specifically, WPZ has up to
$75 million of availability under WMB's $1.5 billion corporate
revolver, the borrowings under which are unconditionally guarantee
by WMB.

The Stable Rating Outlook reflects Fitch's expectation that WPZ's
credit and financial profile will remain consistent with the 'BB'
rating.  Factors leading to potential rating improvement over time
would include an upgrade of WMB's rating and/or the successful
integration of the remaining interest in Four Corners.  At the
same time, adoption of a more leveraged acquisition strategy would
likely place downward pressure on WPZ's rating and/or Outlook.


X-RITE INC: S&P Assigns B+ Rating to Proposed $160 Million Loan
---------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B+' corporate
credit rating to Grandville, Michigan-based X-Rite Inc.  The
outlook is stable.

At the same time, Standard & Poor's assigned a 'B+' rating and a
recovery rating of '2' to the company's proposed first-lien loan,
which amounts to $160 million (a term loan of $120 million and an
undrawn revolving credit facility of $40 million).

"The recovery rating on the first lien indicates expectations for
substantial recovery (80% to 100%) of principal in the event of a
payment default," said Standard & Poor's credit analyst Stephanie
Crane.

The $60 million second-lien term loan has been assigned a B-, and
received a recovery rating of '5'.  The recovery rating on the
second lien loan, reflect the rating agency's expectation of
negligible (0%-25%) recovery of principal by creditors in the
event of a payment default or bankruptcy.

Proceeds of the facility, totaling $180 million in first and
second lien term loans, in conjunction with $46 million of
existing cash and $93 million in equity, will be used to fund the
acquisition of Amazys Holding, a public holding company based in
Switzerland that owns Gretagmacbeth.  The acquisition will total
about $318.6 million (inclusive of fees and expenses).

Both X-Rite and Amazys provide color management/metric hardware,
software, and service solutions, with over three quarters of
revenue tailored to the Graphic Arts and Industrial industries,
with a diversified base of products into 13 vertical industries.

The rating on X-Rite reflects:

   * the company's narrow business profile geared toward a niche
     market;

   * a long expected period of integration; and

   * high leverage.

These factors are partially offset by a leading position in a
niche market and high barriers to entry.


XYBERNAUT CORP: Fails to Attract Qualified Bids for IP Assets
-------------------------------------------------------------
Xybernaut Corporation and its affiliate, Xybernaut Solutions,
Inc., withdrew their motion to approve the sale of their wireless
intellectual property assets on May 23, 2006.

The U.S. Bankruptcy Court for the Eastern District of Virginia had
previously approved bidding procedures for the sale of the
specified assets.

In a Securities and Exchange Commission filing, the Debtors
disclosed that as of May 19, 2006, they received one bid for the
assets.  This bid did not meet the minimum requirements for a
qualifying bid.

                            IP Assets

The Debtors have developed a portfolio of approximately 166 issued
patents, with an additional 558 patent applications pending
worldwide, as the core of its intellectual property protection for
its mobile and wearable computing and communications, and related
software solutions.  In addition, the Debtors have developed a
significant amount of knowledge, proprietary know-how, and
expertise, which adds substantial value to its intellectual
property portfolio.

The Wireless IP Assets consist of these patents:

     -- U.S. 6,377,793 "System and Method of Accessing and
        Recording Messages at Coordinate Way Points"

     -- U.S. 6,480,713 "System and Method of Accessing and
        Recording Messages at Coordinate Way Points"

     -- U.S. 6,681,107 "System and Method of Accessing and
        Recording Messages at Coordinate Way Points"

     -- U.S. Patent Application Serial Number 10/760,095 "System
        and Method of Accessing and Recording Messages at
        Coordinate Way Points"

John H. Maddock III, Esq., at McGUIREWOODS LLP said the IP assets
represent the Debtors' most significant asset and potential source
of revenue.

To fund the their on-going business and provide the necessary run-
way to achieve the best possible sale of the IP Assets, the
Debtors obtained secured debtor in possession financing, initially
from LC Capital Master Fund, Ltd., which was subsequently replaced
by East River Capital, LLC.

The Debtors retained Technology Option Capital, LLC, and SSG
Capital Advisors, L.P., to market and sell the IP Assets.

                       ERC Discussions

The Debtors say that they are in talks with East River, about
other options available to the Company.  The Debtors further
admitted that they continue to face a severe liquidity crisis as
well as possible insolvency and liquidation.

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on
July 25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).
John H. Maddock III, Esq., at McGuireWoods LLP, represents the
Debtors in their chapter 11 proceedings.  Paul M. Sweeney, Esq.,
at Linowes & Blocher LLP, represents the Official Committee
of Unsecured Creditors.  Craig Benson Young, Esq., at Connolly
Bove Lodge & Hutz, represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $40 million in total assets and
$3.2 million in total debts.


YUKOS OIL: Sells 53.7% Mazeikiu Stake to PKN Orlen for $1.49BB
--------------------------------------------------------------
Yukos Oil Company is selling its 53.7% stake in Mazeikiu Nafta AB
to PKN Orlen S.A., Poland's largest oil refiner, for $1.49
billion.  The parties signed a Share Sale and Purchase Agreement
Friday, May 26, a day after the U.S. Bankruptcy Court for the
Southern District of New York lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

At the same time, PKN Orlen will purchase the Lithuanian
government's 30.66% stake in Mazeikiu.

"After 10 months of effort, intensive negotiations, and talks held
with both the Lithuanian Government and Yukos International UK BV,
the acquisition of Mazeikiu Nafta has become a fact," PKN Orlen
said in its press release.  "This largest foreign investment in
Poland's history leads towards the creation of the biggest concern
in Central Europe measured by the amount of oil processed and
revenues.  The transaction is also a great success for Lithuania,
because it finalizes a long and difficult privatization process.
The Lithuanian Government's decision allows MN to gain a credible
and stable investor."

The Lithuanian government has already launched procedures that
would allow it, with Parliament's approval, to countersign the
agreement.

                     Terms of the Agreement

According to the agreements, Lithuania will keep a 10% stake in
Mazeikiu and will have a five-year option to put those shares to
PKN Orlen, where the offered price for the projects is to decrease
from $284 million to $278 million after three years.

Immediately after signing the agreement with Yukos, PKN Orlen will
submit the application to the European Commission seeking consent
for the transactions.  At the same time, the fuel concern will
seek the consent of the Government of Lithuania for the
transaction with Yukos.

The Agreement will be presented to the government, which will have
30 days from delivery of the Agreement to exercise its right of
first refusal.  From the initial agreement it seems that the
Government will not exercise this right.  Once the closing
conditions are satisfied, the simultaneous closing of both
transactions is expected in the first quarter of 2007.  The next
step will be the calling by PKN Orlen for a mandatory tender offer
for 5.76% shares of Mazeikiu Nafta, which is quoted on the Vilnius
Stock Exchange.

                     Transaction Details

PKN Orlen will purchase from Yukos International UK B.V.
379,918,411 shares of the company, constituting 53.7% of all
assets, at US$3.927 per share.  The sales price is not adjusted at
the closing.

Basing on the sales agreement signed by PKN Orlen on May 19, the
Group agreed to buy from the government of the Republic of
Lithuania 216,915,941 shares of the company, constituting 30.66%
of all the company's shares for a total amount of US$852 million.

Similarly to the case of transaction with Yukos, the sale price is
fixed and is not adjusted at closing.  The share sale agreement,
including the put option agreement, agreement among shareholders
and deed of termination and release of all parties' obligations,
were signed by PKN Orlen on May 19 and deposited with the
Government of Lithuania after approval from the Lithuanian
Parliament for the conclusion of the transaction.

Implementation of the transaction on the basis of the share sale
agreement with Yukos International is dependent on the meeting of
several conditions.  These include:

   -- obtaining approval of the European Commission;

   -- obtaining by PKN ORLEN certainty that the transaction
      conditions are not harmful for creditors of Yukos
      International; and

   -- non-performance by the Lithuanian Government of the pre-
      emption right:

      * obtaining the consent from the Government of the
        Republic of Lithuania for PKN ORLEN to take over Yukos'
        right ensuing from privatization agreements of 1992 and
        2002 and also the binding agreement of the shareholders;
        and

      * conclusion of the agreement to sell 30.66% of the
        company shares between PKN Orlen;

   -- the Government of the Republic of Lithuania.

In addition, the transaction with the Government of the Republic
of Lithuania will depend on meeting specified conditions.  They
include:

   -- being granted consent from the European Commission;

   -- closure of the transaction of purchase of 53.7% of
      Mazeikiu Nafta share from Yukos;

   -- entering into a new agreement by shareholders as well as
      the deed of termination and release of all parties'
      obligations concerning the privatization agreements of
      1999 and 2002; and

   -- the binding shareholders' agreement.

The new agreement between shareholders and the Lithuanian
government assumes that if the Parliament consents to the
transaction with PKN Orlen, the shareholder agreement in force
will be substituted by a new agreement wherein PKN Orlen gains
full operational control over Mazeikiu.  In line with provisions
of the new agreement, the Lithuanian Government will have the
right to appoint one member of the Supervisory Board and one
member of the Management Board in Mazeikiu Nafta.  Moreover the
Lithuania government will have the right to demand the repeal of
decisions made by the governing bodies of Mazeikiu, if those
decisions might threaten the national security or energy security
of Lithuania.

The Lithuanian Government will have the right to demand from PKN
Orlen the sale of all shares in Mazeikiu Nafta in the following
cases:

  (a) if Mozejki records a loss for five years in a row;

  (b) components of the assets of Mazeikiu Nafta with the value
      exceeding US$200 million will be taken over due to
      enforcement measures; or

  (c) in the case when the right to exercise over 50% of the
      voting rights at the general Assembly of PKN Orlen will be
      gained by an entity, which in the reasonable opinion of
      the Government of the Republic of Lithuania constitutes a
      threat to national security of Lithuania.

Moreover the provisions of the new agreement state that the sale
of shares in Mazeikiu Nafta by PKN Orlen or the Government of the
Republic of Lithuania is covered by the pre-emption right of the
other party.

                          Financing

PKN Orlen will use its own funds, existing credit lines and new
indebtedness to finance the transaction.  The main sources of
funding are: loans, subsequently refinanced from the issuance of
bonds on the Polish and European markets, and a new bank loan.

Based on internal analyses and the opinions of external advisors,
PKN Orlen is aware of the increase in indebtedness related to the
financing of the transaction, and it will make it the top policy
priority in this respect to gradually lower indebtedness.  The
management is determined to gradually reduce indebtedness measures
to the level of 1.5 x consolidated EBITDA with a view to
maintaining the investment rating.  To this end, PKN Orlen
announced a new dividend policy based on FCFE.  The Group is also
continuing with the sale of assets unrelated to its main line of
business and the optimization of investment outlays.

The sale agreement bested three other oil firms eyeing to take
over Mazeikiu:

   -- Russia's Lukoil and TNK-BP; and
   -- Kazakhstan's KazMunaiGas.

Headquartered in Moscow, Russia, Yukos Oil -- http://yukos.com/
-- is an open joint stock company existing under the laws of the
Russian Federation.  Yukos is involved in energy industry
substantially through its ownership of its various subsidiaries,
which own or are otherwise entitled to enjoy certain rights to
oil and gas production, refining and marketing assets.

The Company filed for Chapter 11 protection Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days
after, the Government sold its main production unit Yugansk, to
a little-known firm Baikalfinansgroup for US$9.35 billion, as
payment for US$27.5 billion in tax arrears for 2000- 2003.
Yugansk eventually was bought by state-owned Rosneft, which is
now claiming more than US$12 billion from Yukos.

On March 10, a 14-bank consortium led by Societe Generale filed
bankruptcy suit in the Moscow Arbitration Court in an attempt to
recover the remainder of a US$1 billion debt under outstanding
loan agreements.  The banks, however, sold the claim to Rosneft,
prompting the Court to replace them with the state-owned oil
company as plaintiff.

On April 13, court-appointed external manager Eduard Rebgun
filed a chapter 15 petition in the U.S. Bankruptcy Court for the
Southern District of New York (Bankr. S.D.N.Y. Case No. 06-
10775), in an attempt to halt the sale of Yukos' 53.7% ownership
interest in Lithuanian AB Mazeikiu Nafta.  Published reports
suggest that the Company's stake may have a value at around
US$1.2 billion to US$1.4 billion.


* Bill Donohue Joins Alvarez & Marsal as Managing Director in NY
----------------------------------------------------------------
Alvarez & Marsal Real Estate Advisory Services, a division of
global professional services firm Alvarez & Marsal, reported that
William P. Donohue, Jr. has joined the firm as a managing
director.  He is based in New York.

With more than 17 years of real estate consulting, acquisition,
finance and management experience, Mr. Donohue focuses on
providing real estate restructuring, transaction, strategic
planning and interim management services.  Over the course of his
career, he has served as the lead real estate advisor in numerous
successful corporate reorganizations, including Kmart Corp.,
Friedman's Jewelers and Comdisco, Inc. and assisted debtors and
creditors in preserving and maximizing the value of real estate
assets during Chapter 11 proceedings.  Mr. Donohue's background
also includes providing due diligence and valuation services and
developing and implementing cost-saving and strategic planning
initiatives for major corporate and public sector clients.

"Bill brings a long and successful track record working with
financial services firms, corporate clients, real estate funds and
private real estate investors," William W. "Biff" McGuire, head of
Alvarez & Marsal Real Estate Advisory Services, said.  "His depth
and breadth of expertise further enhances our ability to serve
corporate clients involved in turnarounds and restructurings,
assist portfolio managers seeking to improve underperforming
assets and advise organizations involved in complex real estate
transactions and other strategic initiatives.  We are pleased to
welcome him to the team."

Prior to joining A&M, Mr. Donohue was a principal of Gemini Realty
Advisors LLC and Gemini Realty Asset Management LLC, which he
co-founded.  Mr. Donohue has also held management positions in
the real estate advisory groups of NAI D.G. Hart Associates, Inc.
and Coopers & Lybrand LLP.  Earlier in his career, he was vice
president of acquisitions for Manhattan Capital Partners, Inc., a
New York City-based real estate merchant bank.

Mr. Donohue holds a bachelor's degree in politics from Princeton
University and a master's degree in business administration, with
concentrations in finance and accounting, from New York
University's Leonard Stern School of Business.  He is a member of
the American Seniors Housing Association, the Turnaround
Management Association and the International Council of Shopping
Centers.

       Alvarez & Marsal Real Estate Advisory Services, LLC

Alvarez & Marsal Real Estate Advisory Services, LLC advises
owners, investors, lenders, and users of real estate throughout
the real estate lifecycle.  Alvarez & Marsal Real Estate Advisory
Services professionals align their interests with those of their
clients, and are committed to providing senior-level attention,
the right resources, objective advice and flawless execution to
every engagement.  Building on Alvarez & Marsal's operational and
problem-solving heritage, the Alvarez & Marsal Real Estate
Advisory Services team develops and implements detailed real
estate plans that improve operations, unlock value and minimize
risk.  Alvarez & Marsal Real Estate Advisory services include:
Restructuring Advisory, Litigation Advisory, Strategy and
Operations Consulting, Corporate Finance, Transaction Advisory,
Public Sector Advisory, Hospitality Advisory, and Latin America
Advisory.

Alvarez & Marsal Real Estate Advisory Services, LLC is an
affiliate of Alvarez & Marsal, a premier global turnaround and
professional services firm that excels in problem solving and
value creation.


* FTI Hires Kevin Shultz, Terry Orr, Craig Earnshaw & Bruce Benson
------------------------------------------------------------------
FTI Consulting, Inc., appointed four new senior professionals.
Kevin Shultz joins FTI Capital Advisors, LLC, Terry Orr joins the
FTI Forensic and Litigation Consulting practice, Craig Earnshaw
joins the FTI Technology practice and Bruce Benson joins the FTI
Economic Consulting practice.

Commenting on the new appointments, Dominic DiNapoli, FTI's chief
operating officer, said, "With every professional we hire, FTI is
demonstrating its commitment to hiring the best talent.  The
additions of Kevin, Terry, Craig and Bruce reflect that
commitment."

                         New Appointments

Kevin Shultz joins FTI Capital Advisors, LLC, the company's wholly
owned investment banking subsidiary as senior managing director in
the Los Angeles office.  Mr. Shultz brings nearly 25 years of
investment banking and strategic consulting experience to both
middle market and larger corporations alike, both domestically and
overseas.  As an investment banker and consultant, Mr. Shultz has
been involved in mergers and acquisitions, management buyouts,
private and public financings, valuations and fairness opinions
for clients ranging from multibillion dollar conglomerates to
early stage companies.  At FTI Capital Advisors, he will focus on
middle market companies in all aspects of mergers and
acquisitions, corporate sales, divestitures and raising capital on
the convergence of technology, multimedia and networking sectors.

Prior to joining FTI Capital Advisors, Mr. Shultz founded a
consulting firm where he acted as an advisor to several companies,
including one of the country's leading provider of services to the
internet, a major provider of payroll services to the
entertainment industry and the nation's premier independent talk
radio syndication company.  Mr. Shultz has worked for Drexel
Burnham Lambert, where he directed the West Coast corporate sale
and divestiture effort, Prudential Securities and at McKinsey &
Company, where he worked in the firm's acquisition advisory
practice.

Mr. Shultz holds a BA in Economics, summa cum laude, from the
University of California at Santa Barbara and an MBA from the
Harvard Graduate School of Business Administration.

Terry Orr joins FTI's Forensic and Litigation Consulting practice
as senior managing director in FTI's Dallas office.  With over 25
years of audit experience as a certified public accountant, Mr.
Orr has an extensive background in auditing and reviewing
financial statements.  He also has significant experience advising
clients in the preparation and review of various types of SEC and
other regulatory filings where he practiced before the SEC.  At
FTI, he will focus on providing forensic accounting and
investigation services as well as accounting and damages expertise
in commercial matters such as post-acquisition disputes.

Prior to joining FTI, Mr. Orr was a partner with BDO Seidman, LLP,
and has previously worked for a Big Four accounting firm.  Mr.
Orr's work has specialized in the manufacturing and distribution,
real estate, high tech, hospitality, energy, healthcare and gaming
industries.

Mr. Orr holds a BS in Accounting and Business Administration from
Brigham Young University, is a member of the American Institute of
Certified Public Accountants and is a licensed CPA in the states
of Texas and Nevada.

Craig Earnshaw joins FTI's Technology as managing director in the
rapidly expanding London office.  Mr. Earnshaw has more than eight
years of experience specializing in forensic computing and
electronic evidence.  He will counsel clients in the areas of
European Union-based electronic discovery and disclosure,
computer-based forensics and electronic data hosting for
litigation.  Mr. Earnshaw will serve as a key contributor as FTI
Consulting expands all aspects of its electronic evidence offering
for litigations, disputes and investigations throughout Europe.

Prior to joining FTI, Mr. Earnshaw was the head of the CRA
International forensic computing services group where he was
responsible for all forensic computing practice engagements and
practice development.  Immediately prior, he was employed by Lee &
Allen in its forensic computing services group.  His engagement
experience includes fraud, electronic disclosure and discovery,
intellectual property, accounting systems and insolvency.  He has
provided expert testimony in the High Court in London and has
testified at depositions in the US.  He regularly presents and has
published numerous articles on forensic computing and electronic
evidence.

Mr. Earnshaw is a member of the British Computer Society, an
associate of the Institute of Analysts and Programmers, board
member of the Institute of Computer Forensic Professionals and
member of the Fraud Advisory Panel CyberCrime Working Party.  He
holds a B.Sc. Computer Science from the University of Durham.

Bruce Benson joins FTI's Economic Consulting practice as senior
managing director in the New York office.  Mr. Benson brings more
than 20 years of entertainment and media expertise, including a
proven record of accelerating global profits and growth in leading
international media, entertainment and consulting companies.  He
is an entrepreneurial leader with an exceptional understanding of
advanced media technologies.  He will assist FTI's studio,
broadcast, newspaper and book publishing clients to develop
revenue and growth strategies, enhance competitive positioning,
maximize digital content revenue streams and create portfolio
management strategies.

Prior to joining FTI,  Mr. Benson was an entertainment and media
industry principal with SAP North America where he was responsible
for industry sales leadership, thought leadership and co-managing
the development of entertainment and media related software in
Germany.  In this and other positions, Mr. Benson has demonstrated
skills in strategic planning, profit and loss management and
global business management.  In addition, Mr. Benson held various
executive positions at Young & Rubicam, Sony Entertainment and was
a partner at PriceWaterhouse.

Mr. Benson holds a BS in Mathematics from the University of
Houston.

                       About FTI Capital

FTI Capital Advisors, LLC (NYSE: FCN) serves its clients by
advising on debt and equity private placements, providing sell-
side and buy-side acquisition advisory services, delivering
fairness opinions and valuation engagements.  The investment bank
advises both healthy and distressed public and privately held
companies, as well as organizations in "special situations", with
a particular focus on several industries, including
telecommunications, healthcare, retail, real estate, consumer food
or restaurants and basic services, and manufacturing.  FTI Capital
Advisors, LLC is a member of the NASD and SIPC.

                     About FTI Consulting

Strategically located in 25 of the major US cities, London and
Melbourne, FTI -- http://www.fticonsulting.com/--  is a premier
provider of problem-solving consulting and technology services to
major corporations, financial institutions and law firms when
confronting critical issues that shape their future and the future
of their clients, such as financial and operational improvement,
major litigation, mergers and acquisitions and regulatory issues.


* BOND PRICING: For the week of May 22 - May 26, 2006
-----------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
ABC Rail Product                     10.500%  01/15/04     0
ABC Rail Product                     10.500%  12/31/04     0
Adelphia Comm.                        3.250%  05/01/21     1
Adelphia Comm.                        6.000%  02/15/06     0
Adelphia Comm.                        7.500%  01/15/04    48
Adelphia Comm.                        7.750%  01/15/09    49
Adelphia Comm.                        7.875%  05/01/09    48
Adelphia Comm.                        8.125%  07/15/03    48
Adelphia Comm.                        8.375%  02/01/08    48
Adelphia Comm.                        9.250%  10/01/02    48
Adelphia Comm.                        9.375%  11/15/09    52
Adelphia Comm.                        9.500%  02/15/04    50
Adelphia Comm.                        9.875%  03/01/05    46
Adelphia Comm.                        9.875%  03/01/07    48
Adelphia Comm.                       10.250%  06/15/11    53
Adelphia Comm.                       10.250%  11/01/06    48
Adelphia Comm.                       10.500%  07/15/04    50
Adelphia Comm.                       10.875%  10/01/10    48
Aetna Industries                     11.875%  10/01/06     8
Allegiance Tel.                      11.750%  02/15/08    38
Allegiance Tel.                      12.875%  05/15/08    46
Amer & Forgn Pwr                      5.000%  03/01/30    66
Amer Color Graph                     10.000%  06/15/10    68
Amer Plumbing                        11.625%  10/15/08    18
Antigenics                            5.250%  02/01/25    58
Anvil Knitwear                       10.875%  03/15/07    56
Arvin Capital I                       9.500%  02/01/27    70
At Home Corp.                         0.525%  12/28/18     2
At Home Corp.                         4.750%  12/15/06     4
Atlantic Coast                        6.000%  02/15/34    21
Atlas Air Inc                         8.010%  01/02/10    73
Atlas Air Inc                         9.702%  01/02/08    74
Autocam Corp.                        10.875%  06/15/14    60
Aviation Sales                        8.125%  02/15/08    44
Banctec Inc                           7.500%  06/01/08    74
Bank New England                      8.750%  04/01/99     6
BBN Corp                              6.000%  04/01/12     0
Builders Transpt                      6.500%  05/01/11     1
Burlington North                      3.200%  01/01/45    54
CCH II/CCH II CP                     10.250%  01/15/10    74
Charter Comm Hld                     10.000%  05/15/11    61
Charter Comm Hld                     11.125%  01/15/11    64
Charter Comm Inc                      5.875%  11/19/09    73
Cherokee Int'l                        5.250%  11/01/08    70
Chic East Ill RR                      5.000%  01/01/54    61
CIH                                   9.920%  04/01/14    62
CIH                                  10.000%  05/15/14    62
CIH                                  11.125%  01/15/14    64
Clark Material                       10.750%  11/15/06     0
CMI Industries                        9.500%  10/01/03     0
Collins & Aikman                     10.750%  12/31/11    37
Comcast Corp.                         2.000%  10/15/29    40
Concentric Network                   12.750%  12/15/07     0
CPNL-Dflt12/05                        4.000%  12/26/06    27
CPNL-Dflt12/05                        4.750%  11/15/23    37
CPNL-Dflt12/05                        6.000%  09/30/14    29
CPNL-Dflt12/05                        7.625%  04/15/06    56
CPNL-Dflt12/05                        7.750%  04/15/09    57
CPNL-Dflt12/05                        7.750%  06/01/15    28
CPNL-Dflt12/05                        7.875%  04/01/08    56
CPNL-Dflt12/05                        8.500%  02/15/11    41
CPNL-Dflt12/05                        8.625%  08/15/10    40
CPNL-Dflt12/05                        8.750%  07/15/07    58
CPNL-Dflt12/05                       10.500%  05/15/06    56
Cray Research                         6.125%  02/01/11    12
Curagen Corp.                         4.000%  02/15/11    72
Curative Health                      10.750%  05/01/11    53
Dal-Dflt09/05                         9.000%  05/15/16    27
Delco Remy Intl                       9.375%  04/15/12    56
Delco Remy Intl                      11.000%  05/01/09    58
Delphi Auto Sys                       7.125%  05/01/29    74
Delphi Corp                           6.500%  08/15/13    74
Delphi Trust II                       6.197%  11/15/33    51
Delta Air Lines                       2.875%  02/18/24    26
Delta Air Lines                       7.700%  12/15/05    26
Delta Air Lines                       7.900%  12/15/09    27
Delta Air Lines                       8.000%  06/03/23    27
Delta Air Lines                       8.187%  10/11/17    36
Delta Air Lines                       8.270%  09/23/07    74
Delta Air Lines                       8.300%  12/15/29    28
Delta Air Lines                       8.540%  01/02/07    71
Delta Air Lines                       9.200%  09/23/14    69
Delta Air Lines                       9.250%  03/15/22    28
Delta Air Lines                       9.320%  01/02/09    72
Delta Air Lines                       9.375%  09/11/07    73
Delta Air Lines                       9.480%  06/05/06    58
Delta Air Lines                       9.590%  01/12/17    67
Delta Air Lines                       9.750%  05/15/21    26
Delta Air Lines                       9.950%  06/01/06    70
Delta Air Lines                       9.950%  06/01/06    70
Delta Air Lines                      10.000%  06/01/07    66
Delta Air Lines                      10.000%  06/01/08    66
Delta Air Lines                      10.000%  06/01/09    66
Delta Air Lines                      10.000%  06/01/10    66
Delta Air Lines                      10.000%  06/01/10    67
Delta Air Lines                      10.000%  06/01/11    51
Delta Air Lines                      10.000%  06/01/12    62
Delta Air Lines                      10.000%  08/15/08    29
Delta Air Lines                      10.060%  01/02/16    74
Delta Air Lines                      10.080%  06/16/07    59
Delta Air Lines                      10.125%  05/15/10    27
Delta Air Lines                      10.125%  06/16/10    60
Delta Air Lines                      10.375%  02/01/11    28
Delta Air Lines                      10.375%  12/15/22    30
Delta Air Lines                      10.500%  04/30/16    75
Deutsche Bank NY                      8.500%  11/15/16    65
Diva Systems                         12.625%  03/01/08     1
Dov Pharmaceutic                      2.500%  01/15/25    61
Dura Operating                        9.000%  05/01/09    57
Dura Operating                        9.000%  05/01/09    58
DVI Inc                               9.875%  02/01/04    13
Dyersburg Corp                        9.750%  09/01/07     0
Eagle-Picher Inc                      9.750%  09/01/13    66
Emergent Group                       10.750%  09/15/04     0
Encysive Pharmacy                     2.500%  03/15/12    67
Encysive Pharmacy                     2.500%  03/15/12    66
Epix Medical Inc.                     3.000%  06/15/24    67
Exodus Comm. Inc.                     5.250%  02/15/08     0
Exodus Comm. Inc.                    11.250%  07/01/08     0
Falcon Products                      11.375%  06/15/09     2
Federal-Mogul Co.                     7.375%  01/15/06    61
Federal-Mogul Co.                     7.500%  01/15/09    61
Federal-Mogul Co.                     8.160%  03/06/03    52
Federal-Mogul Co.                     8.250%  03/03/05    63
Federal-Mogul Co.                     8.330%  11/15/01    47
Federal-Mogul Co.                     8.370%  11/15/01    57
Federal-Mogul Co.                     8.370%  11/15/01    58
Federal-Mogul Co.                     8.800%  04/15/07    63
Finova Group                          7.500%  11/15/09    32
Ford Motor Co                         6.500%  08/01/18    68
Ford Motor Co                         6.625%  02/15/28    67
Ford Motor Co                         7.125%  11/15/25    69
Ford Motor Co                         7.400%  11/01/46    68
Ford Motor Co                         7.500%  08/01/26    70
Ford Motor Co                         7.700%  05/15/97    69
Ford Motor Co                         7.750%  06/15/43    68
Ford Motor Cred                       5.650%  01/21/14    73
Ford Motor Cred                       5.750%  01/21/14    73
Ford Motor Cred                       5.750%  02/20/14    73
Ford Motor Cred                       5.750%  02/20/14    71
Ford Motor Cred                       6.000%  03/20/14    75
Ford Motor Cred                       6.000%  03/20/14    74
Ford Motor Cred                       6.000%  03/20/14    74
Ford Motor Cred                       6.000%  03/20/14    75
Ford Motor Cred                       6.000%  11/20/14    74
Ford Motor Cred                       6.000%  01/20/15    72
Ford Motor Cred                       6.000%  11/20/14    73
Ford Motor Cred                       6.000%  11/20/14    74
Ford Motor Cred                       6.000%  02/20/15    75
Ford Motor Cred                       6.050%  02/20/15    73
Ford Motor Cred                       6.050%  04/21/14    75
Ford Motor Cred                       6.050%  12/22/14    73
Ford Motor Cred                       6.050%  12/22/14    73
Ford Motor Cred                       6.100%  02/20/15    73
Ford Motor Cred                       6.150%  01/20/15    75
Ford Motor Cred                       6.200%  03/20/15    74
Ford Motor Cred                       6.250%  03/20/15    74
Ford Motor Cred                       7.500%  08/20/32    73
Gateway Inc.                          2.000%  12/31/11    72
GB Property Fndg                     11.000%  09/29/05    62
General Motors                        7.400%  09/01/25    68
General Motors                        7.700%  04/15/16    73
General Motors                        8.100%  06/15/24    69
General Motors                        8.250%  07/15/23    73
General Motors                        8.375%  07/15/23    74
General Motors                        8.800%  03/01/21    75
Glenoit Corp                         11.000%  04/15/07     0
Global Health SC                     11.000%  05/01/08     2
GMAC                                  5.750%  01/15/14    75
GMAC                                  5.900%  01/15/19    73
GMAC                                  5.900%  01/15/19    74
GMAC                                  5.900%  02/15/19    74
GMAC                                  5.900%  10/15/19    73
GMAC                                  6.000%  02/15/19    74
GMAC                                  6.000%  02/15/19    74
GMAC                                  6.000%  03/15/19    74
GMAC                                  6.000%  03/15/19    74
GMAC                                  6.000%  03/15/19    74
GMAC                                  6.000%  03/15/19    74
GMAC                                  6.000%  04/15/19    74
GMAC                                  6.000%  09/15/19    74
GMAC                                  6.050%  08/15/19    73
GMAC                                  6.050%  10/15/19    74
GMAC                                  6.100%  09/15/19    75
GMAC                                  6.150%  10/15/19    75
GMAC                                  6.250%  05/15/19    74
GMAC                                  6.500%  02/15/20    74
GMAC                                  7.000%  07/15/17    71
Golden Books Pub                     10.750%  12/31/04     0
Graftech Intl                         1.625%  01/15/24    74
Graftech Intl                         1.625%  01/15/24    71
GST Network Fndg                     10.500%  05/01/08     0
Gulf States STL                      13.500%  04/15/03     0
HNG Internorth                        9.625%  03/15/06    30
Imperial Credit                       9.875%  01/15/07     0
Inland Fiber                          9.625%  11/15/07    62
Insight Health                        9.875%  11/01/11    47
Iridium LLC/CAP                      10.875%  07/15/05    29
Iridium LLC/CAP                      11.250%  07/15/05    32
Iridium LLC/CAP                      13.000%  07/15/05    31
Iridium LLC/CAP                      14.000%  07/15/05    31
Isolagen Inc.                         3.500%  11/01/24    57
Isolagen Inc.                         3.500%  11/01/24    54
JL French Auto                       11.500%  06/01/09     0
Kaiser Aluminum & Chem.               9.875%  02/15/02    54
Kaiser Aluminum & Chem.              10.875%  10/15/06    56
Kaiser Aluminum & Chem.              10.875%  10/15/06    55
Kaiser Aluminum & Chem.              12.750%  02/01/03    12
Kellstrom Inds                        5.500%  06/15/03     0
Kellstrom Inds                        5.750%  10/15/02     0
Kevco Inc                            10.375%  12/01/07     0
Kmart Corp.                           8.990%  07/05/10     7
Kmart Corp.                           9.780%  01/05/20    10
Kmart Funding                         8.800%  07/01/10    75
Kmart Funding                         9.440%  07/01/18    43
Lehman Bros Hldg                     10.000%  10/30/13    72
Lehman Bros Hldg                     11.000%  10/25/17    75
Liberty Media                         3.250%  03/15/31    75
Liberty Media                         3.750%  02/15/30    59
Liberty Media                         4.000%  11/15/29    64
Lifecare Holding                      9.250%  08/15/13    72
Macsaver Financl                      7.400%  02/15/02     2
Macsaver Financl                      7.600%  08/01/07     3
Macsaver Financl                      7.875%  08/01/03     0
Merisant Co                           9.500%  07/15/13    68
Metamor WorldWide                     2.940%  08/15/04     1
Metricom Inc                         13.000%  02/15/10     0
Missouri Pac RR                       5.000%  01/01/45    74
Movie Gallery                        11.000%  05/01/12    73
MSX Int'l Inc.                       11.375%  01/15/08    64
Muzak LLC                             9.875%  03/15/09    56
New Orl Grt N RR                      5.000%  07/01/32    67
Northern Pacific RY                   3.000%  01/01/47    53
Northern Pacific RY                   3.000%  01/01/47    53
Northwest Airlines                    6.625%  05/15/23    51
Northwest Airlines                    7.039%  01/02/06     5
Northwest Airlines                    7.625%  11/15/23    51
Northwest Airlines                    7.875%  03/15/08    52
Northwest Airlines                    8.130%  02/01/14    73
Northwest Airlines                    8.700%  03/15/07    51
Northwest Airlines                    8.875%  06/01/06    50
Northwest Airlines                    9.179%  04/01/10    25
Northwest Airlines                    9.875%  03/15/07    52
Northwest Airlines                   10.000%  02/01/09    51
Nutritional Src.                     10.125%  08/01/09    65
NWA Trust                            11.300%  12/21/12    69
O'Sullivan Ind                       10.630%  10/01/08    58
Oakwood Homes                         8.125%  03/01/09    10
Oscient Pharm                         3.500%  04/15/11    71
OSU-DFLT10/05                        13.375%  10/15/09     0
Outboard Marine                      10.750%  06/01/08     7
Overstock.com                         3.750%  12/01/11    69
Overstock.com                         3.750%  12/01/11    69
PCA LLC/PCA Fin                      11.875%  08/01/09    21
Pegasus Satellite                     9.625%  10/15/49    10
Pegasus Satellite                    12.375%  08/01/06    10
Pegasus Satellite                    12.500%  08/01/07    10
Phar-Mor Inc                         11.720%  09/11/02     1
Piedmont Aviat                        9.900%  11/08/06     0
Pixelworks Inc.                       1.750%  05/15/24    73
Pliant-DFLT/06                       13.000%  06/01/10    47
Pliant-DFLT/06                       13.000%  06/01/10    47
Polaroid Corp.                        6.750%  01/15/02     0
Polaroid Corp.                        7.250%  01/15/07     0
Polaroid Corp.                       11.500%  02/15/06     0
Primedex Health                      11.500%  06/30/08    64
Primus Telecom                        3.750%  09/15/10    47
Primus Telecom                        8.000%  01/15/14    70
Radnor Holdings                      11.000%  03/15/10    66
Read-Rite Corp.                       6.500%  09/01/04     9
Reliance Group Holdings               9.000%  11/15/00    20
Reliance Group Holdings               9.750%  11/15/03     1
RJ Tower Corp                        12.000%  06/01/13    70
Salton Inc.                          12.250%  04/15/08    72
Silicon Graphics                      6.500%  06/01/09    72
Solectron Corp.                       0.500%  02/15/34    70
Spinnaker Inds                       10.750%  10/15/06     0
Tom's Foods Inc                      10.500%  11/01/04     9
Toys R Us                             7.375%  10/15/18    74
Transtexas Gas                       15.000%  03/15/05     0
Tribune Co                            2.000%  05/15/29    70
Trism Inc                            12.000%  02/15/05     1
Triton Pcs Inc.                       8.750%  11/15/11    74
Triton Pcs Inc.                       9.375%  02/01/11    74
United Air Lines                      7.270%  01/30/13    50
United Air Lines                      9.020%  04/19/12    55
United Air Lines                      9.350%  04/07/16    29
United Air Lines                      9.560%  10/19/18    55
United Air Lines                     10.360%  11/13/12     5
Univ Health Svcs                      0.426%  06/23/20    58
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.250%  01/15/49    11
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.300%  01/15/49     1
US Air Inc.                          10.550%  01/15/49     1
US Air Inc.                          10.610%  06/27/07     0
US Air Inc.                          10.680%  06/27/08     2
US Air Inc.                          10.700%  01/01/49    20
US Air Inc.                          10.850%  01/01/49    48
US Air Inc.                          11.200%  03/19/05     0
Venture Hldgs                        12.000%  06/01/09     0
Werner Holdings                      10.000%  11/15/07    32
Westpoint Steven                      7.875%  06/15/05     0
Winsloew Furniture                   12.750%  08/15/07    20
Winstar Comm Inc                     10.000%  03/15/08     0
Winstar Comm Inc                     14.000%  10/15/05     0
World Access Inc.                     4.500%  10/01/02     4
World Access Inc.                    13.250%  01/15/08     4

                             *********

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 ***