TCR_Public/060606.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, June 6, 2006, Vol. 10, No. 133

                             Headlines

ADELPHIA COMMS: Plan Voting Deadline Extended Until June 19
AKSYS LTD: Posts $7.1 Million Net Loss in 2006 1st Fiscal Qtr.
ALLEGHENY ENERGY: Unit Completes $27.4 Million Receivables Sale
ALLIED HOLDINGS: Union Ready to Strike if Labor Deals are Rejected
AMERICAN LAWYER: S&P Affirms 2nd-Lien Term Loan's Junk Rating

AMERICAN TONERSERV: Posts $62,600 Net Loss in Qtr. Ended March 31
BEAZER HOMES: Fitch Puts BB+ Rating on $275 Mil. Sr. Unsec. Notes
BIO-KEY INT'L: Posts $3.1 Mil. Net Loss in 2006 1st Fiscal Qtr.
BLUE RIDGE: Low Liquidity Cues S&P to Put B- Ratings on Neg. Watch
BOWATER INC: Secures New Five-Year Revolving Credit Facility

BRIGHTPOINT INC: Earns $8.8 Million in 2006 First Fiscal Quarter
BROWN SHOE: S&P Affirms BB Rating & Revises Outlook to Stable
CALPINE CORP: Court Okays Execution of Employee Incentive Program
CALPINE CORP: Agreements with Top Executives Get Court's Nod
CALPINE CORP: Repays $645 Million of 9-5/8% Senior Secured Notes

CARDINAL COMMS: Brings In Brian Karr as Chief Financial Officer
CARDINAL COMMS: Posts $2.1 Mil. Net Loss in 2006 1st Fiscal Qtr.
CARRINGTON MORTGAGE: Moody's Puts Ba1 Rating on Class M-10 Certs.
CATHOLIC CHURCH: Court Denies Portland's Request to Settle Claim
CATHOLIC CHURCH: Tort Panel Wants to Dip Hands on Endowment Fund

CDS BUSINESS: Case Summary & 40 Largest Unsecured Creditors
CHASE MORTGAGE: Fitch Affirms Two Cert. Classes' Low-B Ratings
CINCINNATI BELL: March 31 Balance Sheet Upside-Down by $727 Mil.
CITIZENS COMMS: Declares $0.25 Per Share Second Quarter Dividend
CLAIMSNET.COM: Brings In Kent McRee as President

CLARET TRUSTS: DBRS Places Low-B Rating on 6 Certificate Classes
COGECO CABLE: DBRS Puts Senior Secured Notes' BB Rating on Review
COGECO CABLE: S&P Puts BB+ Corp. Credit Rating on Negative Watch
COLUMBIA COUNTY HOSPITAL: S&P Lowers $14.9 Mil. Bonds' Rating to B
CONGOLEUM CORPORATION: Wants Navigant as TDP Consultant

DANA CORP: Creditors Committee Gets Court Okay on FTI's Retention
DANA CORP: Creditors Panel Retains Halperin as Conflicts Counsel
DANA CORP: Wants to Continue Director Compensation Program
DELPHI CORP: Withdraws Suit v. MDL Defendants Under Settlement
DIGITAL LIGHTWAVE: Optel Capital Extends $2.1 Million Loan

E.SPIRE COMMUNICATIONS: Court Converts Cases to Chapter 7
ECHOSTAR COMMS: March 31 Balance Sheet Upside-Down by $690 Mil.
ENCOMPASS HOLDINGS: Files Amended 2003, 2004 & 2005 Financials
ENTERCOM COMMS: S&P Puts BB Corp. Credit Rating on Negative Watch
ENTERGY NEW ORLEANS: To Sell Market Street Power Plant

ENTERGY NEW ORLEANS: Objects to Gordon & Lowenburg's Claims
FOAMEX INTERNATIONAL: Wants to Amend Senior DIP Facility
FOAMEX INTERNATIONAL: Wants Until Sept. 14 to File Chapter 11 Plan
G+G RETAIL: Has Until August 22 to File Chapter 11 Plan
GATEWAY: Posts $1.7 Mil. Net Loss in 2006 1st Fiscal Quarter

GLOBAL HOME: Files Schedules of Assets and Liabilities
GLOBAL HOME: Panel Taps Lowenstein Sandler as Bankruptcy Counsel
GMAC 2005-C1: Fitch Affirms Six Certificates' Low-B Ratings
GOODING'S SUPERMARKETS: Committee Hires Brumby as Special Counsel
GOODING'S SUPERMARKETS: Can File Chapter 11 Plan Until June 16

GRANITE BROADCASTING: Expects to Make Interest Payment by June 30
GRANITE BROADCASTING: S&P Places Ratings on Default
GREEN TREE: S&P Places Class B-1 Transaction's Rating on Default
GREENMAN TECH: March 31 Balance Sheet Upside Down by $11.3 Mil.
HCA INC: Inks Modified Purchase Agreement with LifePoint Hospitals

HI-LIFT OF NEW YORK: Hires Finkel Goldstein as Bankruptcy Counsel
INDYMAC HOME: Moody's Puts Low-B Rating on Two Cert. Classes
INSEQ CORP: Acquiring GreenShift's "Clean Energy" Companies
INT'L PAPER: To Sell Unit to Apollo Management for $1.4 Billion
IRA CONKLIN: Involuntary Chapter 11 Case Summary

JAMES ELWYN: Case Summary & 2 Largest Unsecured Creditors
KAISER ALUMINUM: Wants Los Angeles Pension Plan Terminated
KINGSLEY COACH: Equity Deficit Widens to $2.9 Million at March 31
KMART CORP: Big Beaver Settles LaSalle Bank's Claim for $22 Mil.
KMART CORP: More Than 50 Creditors Withdraw Proofs of Claim

LEVEL 3: Moody's Rates Proposed $150 Million Note Issue at Caa3
LIFE SCIENCES: March 31 Stockholders' Deficit Narrows to $9.6 Mil.
LIFEPOINT HOSPITALS: Buys Four Hospitals from HCA Inc for $239MM
MASTR ASSET: Moody's Puts Low-B Rating on Two Certificate Classes
MCMORAN EXPLORATION: Posts $13.4 Mil. Net Loss in 2006 First Qtr.

MIRANT CORP: Pirate Capital Questions NRG Energy Bid
MUSICLAND HOLDING: Court OKs Expedited Lease Rejection Procedures
NESCO INDUSTRIES: Jan. 31 Balance Sheet Upside-Down by $8.8 Mil.
NORD RESOURCES: Auramet Agrees to $1 Mil. Additional Loan Advance
ONEIDA LTD: Files Amended Plan and Disclosure Statement in N.Y.

PARCONE DEVELOPMENT: Case Summary & 9 Largest Unsecured Creditors
PATRON SYSTEMS: Posts $4.4 Million Net Loss in 2006 First Quarter
PLYMOUTH RUBBER: Judge Feeney Approves Disclosure Statement
REFCO INC: Investors Settle Claims v. BAWAG for $108 Million
REFCO INC: Case Summary & 50 Largest Unsecured Creditors

SILICON GRAPHICS: Wants Stay Enforced Against Solectron Corp.
SILICON GRAPHICS: Has Until June 20 to Use Cash Collateral
SORELL INC: March 31 Balance Sheet Upside Down by 5.5 Million
SPECIALTY UNDERWRITING: Fitch Affirms Class B-3 Cert.'s BB Rating
SUNCOM WIRELESS: March 31 Stockholders' Deficit Tops $228.3 Mil.

SWISS MEDICA: March 31 Balance Sheet Upside Down by $33.2 Million
TAG ENT: March 31 Balance Sheet Upside Down by $8.9 Million
TELECONNECT INC: March 31 Balance Sheet Upside Down by $6.3 Mil.
TOYS 'R' US: Amazon to Appeal Agreement Termination
TRIBUNE CO: Sells Broadcasting Station to Gannett Co. for $180MM

UNITED COMPONENTS: Completes ASC Industries Purchase
VALCOM INC: Posts $2.55 Mil. Net Loss in 2006 1st Fiscal Quarter
VTEX ENERGY: Amends Operating Agreement with U.S. Energy
WINDSTREAM COMMS: Fitch Rates Proposed $2.5 Billion Notes at BB+
WORLDCOM INC: Asks Court to Disregard Richard Drew's Objection

* Large Companies with Insolvent Balance Sheets

                             *********

ADELPHIA COMMS: Plan Voting Deadline Extended Until June 19
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the deadline for the submission of ballots to accept or
reject the Modified Fourth Amended Joint Plan of Reorganization of
Adelphia Communications Corporation and its debtor-affiliates.

Pursuant to the Court's extension order, the voting deadline to
accept or reject the Plan has been extended to 4:00 p.m., New York
time, on June 19, 2006, and in the case of securities held through
an intermediary, the deadline for instructions to be received by
the intermediary has been extended to 4:00 p.m., New York time, on
June 14, 2006.

The Extension Order also adjourned the second hearing to consider
confirmation of the Plan that was scheduled to begin on June 20,
2006.

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.


AKSYS LTD: Posts $7.1 Million Net Loss in 2006 1st Fiscal Qtr.
--------------------------------------------------------------
AKSYS, LTD., 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 an $7,105,990 net loss on $724,596 of
revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $20,459,833
in total assets and $28,930,856 in total liabilities and resulting
in a $8,471,023 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $14,425,689 in total current assets available to
pay $12,820,837 in total current liabilities coming due within the
next 12 months.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?a65

                            About Aksys

Aksys, Ltd. -- http://www.aksys.com/produces hemodialysis
products, providing services for patients suffering from kidney
failure.  The Company's lead product, the PHD(R) System, is a
currently available, advanced technology hemodialysis system
designed to improve clinical outcomes of patients and reduce
mortality, morbidity and the associated high cost of patient care.


ALLEGHENY ENERGY: Unit Completes $27.4 Million Receivables Sale
---------------------------------------------------------------
Allegheny Energy, Inc. disclosed in a Securities and Exchange
Commission filing that its subsidiary, Allegheny Energy Supply
Gleason Generating Facility, LLC, completed the sale of a
receivable due from the Tennessee Valley Authority on May 25,
2006.  Gleason received approximately $27,400,895 for the
receivable after deducting fees and expenses.

The receivable is due to be paid by the TVA no later than March 1,
2010, pursuant to an Interconnection Agreement dated March 14,
2000, as amended, between Gleason and the TVA.

                        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.


ALLIED HOLDINGS: Union Ready to Strike if Labor Deals are Rejected
------------------------------------------------------------------
On June 4, 2006, Teamster Local 332 unanimously approved a strike
authorization against Allied Automotive Group in the event that
bankruptcy court allows the vehicle-hauling company to reject its
labor contracts.  Allied Automotive Group is the primary
subsidiary of Allied Holdings, Inc., which is currently in
bankruptcy proceedings.  Hundreds of Teamsters from three Michigan
Locals attended the meeting.

"They can't make this company come out of bankruptcy without our
hard work and dedication," Rex Wheeler, a member of Local 332 in
Flint, MI and 16- year Allied worker, said.  "We're going to stick
together and get what we deserve."

Nearly 5,000 Teamster members work for Allied, the largest motor
carrier in North America specializing in the delivery of
automobiles and light trucks.  Allied distributes new vehicles for
the "Big Three" automakers, import manufacturers, thousands of
local auto dealerships and rental car companies.

"Our members perform a vital service for the automotive industry
and are recognized as the best in the industry," Fred Zuckerman,
Director of the Teamsters Carhaul Division, said.  "If they break
our contract then our members will have no alternative to striking
them."

The Teamsters represent members in 60 locations, including
Detroit, Flint and Pontiac, Michigan; Kansas City; Atlanta;
Greensboro, North Carolina; Ridgefield and Port Jersey, New
Jersey; Norfolk, Virginia; and Dayton, Ohio.  These members would
be adversely impacted if the bankruptcy court permits the company
to void its labor agreements.

"I applaud our members for taking a stand against corporate greed,
the parasite feeding off our members' invaluable contributions,"
Teamsters General President James P. Hoffa, said.  "I have no
doubt that this is the first of the strike authorizations against
Allied."

The International Union has called on other locals with Allied
members to authorize strikes in the next two weeks.

Founded in 1903, the Teamsters Union represents more than 1.4
million hardworking men and women in the United States and Canada.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. (OTC Pink
Sheets: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The Company
and 22 of its affiliates filed for chapter 11 protection on
July 31, 2005 (Bankr. N.D. Ga. Case Nos. 05-12515 through
05-12537).  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represents the Debtors in their restructuring efforts.  Henry S.
Miller at Miller Buckfire & Co., LLC, serves as the Debtors'
financial advisor.  Anthony J. Smits, Esq., at Bingham McCutchen
LLP, provides the Official Committee of Unsecured Creditors with
legal advice and Russell A. Belinsky at Chanin Capital Partners,
LLC, provides financial advisory services to the Committee.  When
the Debtors filed for protection from their creditors, they
estimated more than $100 million in assets and debts.


AMERICAN LAWYER: S&P Affirms 2nd-Lien Term Loan's Junk Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
American Lawyer Media Holdings Inc. (B-/Stable/--) and operating
subsidiary American Lawyer Media Inc.

The operating subsidiary added on $24.7 million to its first-lien
term loan due 2010.  The loan rating on this facility was affirmed
at 'B-' (at the same level as the corporate credit rating on the
parent company) and the recovery rating was affirmed at '3',
indicating the expectation for meaningful (50%-80%) recovery of
principal in the event of a payment default.

The borrower also added on $19.3 million to its second-lien term
loan due 2011.  The loan rating on this facility was affirmed at
'CCC' (two notches lower than the corporate credit rating) and the
recovery rating was affirmed at '5', indicating the expectation of
a negligible (0%-25%) recovery of principal in the event of a
payment default.

Term loan proceeds of $44 million and $13 million of existing cash
will be used to:

   * pay a $27.5 million special dividend to the company's common
     stockholder, Wasserstein & Co.; and

   * redeem $28.9 million of 12% pay-in-kind preferred shares.

Total debt, pro forma for the transaction, was $342 million at
April 30, 2006.  The New York-based company publishes national and
regional magazines and newspapers for the legal profession.

"The ratings reflect American Lawyer's high leverage, narrow
business focus, modest discretionary cash flow, and prospect for
rising cash interest payments in 2009," said Standard & Poor's
credit analyst Hal Diamond.  "These risks overshadow the company's
established position in the legal publishing niche."


AMERICAN TONERSERV: Posts $62,600 Net Loss in Qtr. Ended March 31
-----------------------------------------------------------------
American TonerServ Corp., 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 $62,600 net loss on $89,896 of revenues for
the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $136,347 in
total assets and $1,613,255 in total liabilities resulting in
$1,476,908 stockholders' equity.

The Company's March 31 balance sheet also showed strained
liquidity with $122,986 in total current assets available to pay
$1,487,683 in total current liabilities coming due within the next
12 months.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?a8c

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 12, 2006,
Stonefield Josephson, Inc., in San Francisco, California, raised
substantial doubt about American TonerServ Corp., fka Q MATRIX,
Inc.'s ability to continue as a going concern after auditing the
Company's financial statements for the year ended Dec. 31, 2005.
The auditor pointed to the Company's losses in the past two years,
negative working capital, and shareholders' deficit.

                      About American TonerServ

Headquartered in Santa Rosa, California, American TonerServ Corp.,
fka Q MATRIX, Inc. -- http://www.americantonerserv.com/-- repairs
and maintains office equipment of small and mid sized businesses.


BEAZER HOMES: Fitch Puts BB+ Rating on $275 Mil. Sr. Unsec. Notes
-----------------------------------------------------------------
Fitch Ratings assigned a 'BB+' rating to Beazer Homes USA, Inc.
(NYSE:BZH) $275 million, 8.125% senior unsecured notes due 2016.

Fitch affirmed Beazer's 'BB+' Issuer Default, senior unsecured
debt and unsecured bank credit facility ratings.  The Rating
Outlook is Stable.

The issue will be ranked on a pari passu basis with all other
senior unsecured debt, including the company's unsecured bank
credit facility.  The net offering proceeds will be used to repay
amounts outstanding under the revolving credit facility.

Ratings for Beazer are influenced by the company's operational
record during the past decade and the financial progress that the
company has achieved.  Since the company went public in 1994, it
has been an active consolidator in the homebuilding industry which
has contributed to its above average growth.  As a consequence, it
has realized higher debt levels than its peers in recent years,
especially following the Crossmann Communities acquisition.

Management has generally exhibited an ability to quickly and
successfully integrate its acquisitions, although Crossmann was an
exception to the pattern.  In any case, as the company has
significant geographic breadth there should be less use of
acquisitions going forward and acquisitions are likely to be
moderate relative to Beazer's current size.  The company's focus
will be on organic growth in existing markets by increasing depth
and breadth within those markets.  The company is committed to
maintaining a net debt to capitalization ratio of 45%-50%.

Risk factors include the inherent (although somewhat tempered)
cyclicality of the homebuilding industry.  The ratings also
manifest:

   * the company's historic aggressive growth strategy;
   * moderate exposure to the sluggish Midwest;
   * newly initiated share repurchase program;
   * below peer margins; and
   * Beazer's size.

During fiscal 2005 Beazer took a non-cash goodwill impairment
charge of $130.2 million as the company and its board concluded
that substantially all of the goodwill allocated to certain
operations in Indiana, Ohio, Kentucky and Charlotte, NC, which was
recorded upon the acquisition of Crossmann Communities, was
impaired.  The company remains committed to those markets, but
does expect to lessen incremental investment in the future.  The
charge does not impact Beazer's ability to generate cash flow in
the future or its compliance with debt covenants.

The company's EBITDA, EBIT and FFO to interest ratios tend to be
lower than the average public homebuilder, while its inventory
turnover is somewhat higher than its peers.  Beazer's leverage is
somewhat higher and debt-to-EBITDA ratio is above the peer
averages.  Although the company has certainly benefited from the
generally strong housing market of recent years, a degree of
profit enhancement is also attributed to purchasing design and
engineering, access to capital and other scale economies that have
been captured by the large national and regional public
homebuilders in relation to non-public builders.

These economies, the company's presale operating strategy and a
return on equity and assets orientation provide the framework to
soften the margin impact of declining market conditions in
comparison to previous cycles.  Beazer's ratio of sales value of
backlog to debt as of calendar year end during the past five years
has ranged between 1.7x to 2.2x and is currently 1.8x - a
comfortable cushion.

Beazer has grown rapidly since going public in 1994.  The company
has made eight acquisitions since its IPO.  They have varied in
size, but cumulatively have contributed meaningfully to Beazer's
growth.  The acquisitions have helped the company to build its
position in certain markets, but primarily have enabled the
company to enter new markets.  The acquisitions typically were
funded by cash on the balance sheet and debt and to a lesser
degree by stock.  Now that Beazer is in most of the markets it
covets, it has adequate geographic diversity.  As a corporate
entity Beazer now has good scale.

Future acquisitions are likely to be bolt on purchases of smaller,
private companies in existing Beazer markets as it looks to
increase metropolitan market scale so that it leverages its fixed
costs.  The key analysis is return on capital as to whether an
acquisition will be made.  Beazer believes that dominant size
(typically top 5-10 ranking) in major metropolitan markets offers
key competitive advantage, especially in a consolidating industry.

A number of Beazer's major markets rank in the top 20 markets in
size in the U.S. have been among the faster growing markets in the
country.  In certain key markets, notably Las Vegas, metro
Washington D.C. and California, in general land is in short supply
(from an intermediate and long term perspective), largely because
of government constraints.  But Beazer is well positioned in those
markets as to current land reserves and access to new land.

In most cases the company options or purchases land only after
necessary entitlements have been obtained so that development or
construction may begin as market conditions dictate.  The use of
non-specific performance rolling options gives the company the
ability to renegotiate price/terms or void the option which limits
down side risk in market downturns and provides the opportunity to
hold land with minimal investment.

At the end of Beazer's 2006 second quarter, 45% of the 104,109
total lots were owned, while 55% were controlled through options.
Total lots controlled represented 5.5 years of land based on
latest 12 months deliveries of 19,072.

The company's closings, orders and land position (lots) are
reasonably well dispersed among its major markets and regions.
Traditionally Beazer has emphasized true starter entry level
(economy) product, a position reinforced by the Crossmann
acquisition, and to a lesser degree first and second move-up
buyers (value and style).

Since fiscal 2003 the company has scaled up its offerings at
higher price points within entry level and above.  In some markets
value products have been introduced for the first time.  Economy
homes represented 18% of closings in fiscal 2005, while value
accounted for 56% and style 26%.  Profits should be enhanced in
fiscal 2006 from the broadened product offering.

Beazer's corporate margins trail many of its peers.  Some of this
is attributable to Crossmann Communities (acquired in early 2002)
which had lower margins than Beazer and then was affected by the
soft Midwest housing market.  The company's focus on entry level
customers tended to keep margins lower.  Also, Beazer is not as
active off balance sheet as certain of its peers.

However, the company's on-going efforts to broaden price points,
especially in the Midwest, and a more aggressive corporate pricing
stance where possible should benefit margins.  The effort to boost
volume out of existing markets should leverage costs.  Beazer's
shift to a unified consumer brand across all operations has the
potential of aiding margins.  The company's efforts to leverage
its size should lead to further economies of scale in materials
purchasing and construction.  Beazer is also undertaking an
aggressive effort to simplify and standardize best practices and
product designs.

As of March 31, 2006 Beazer had $15.2 million in cash and
equivalents and the company had $136.6 million in borrowings and
available borrowings of approximately $481.6 million, less letters
of credit, under the revolving credit facility at that date.  The
revolving credit facility matures on Aug. 21, 2009.  The company
had irregularly purchased modest amounts of its stock in the past
and did not repurchase stock in fiscal 2005.

On Nov. 18, 2005, the board expanded the outstanding stock
repurchase authorization from 2 million shares as of Sept. 30,
2005 to 10 million shares.  The decision to restrain land
purchases, especially in the Midwest, enabled the board to
authorize the redirection of capital to increased share
repurchase.  The company expects to execute the repurchase program
within the following 36 months, with $200 million - $250 million
allocated to repurchases in fiscal 2006.  Through the first six
months of fiscal 2006 Beazer has repurchased $133.2 million of
common stock.  Beazer pays a modest dividend.


BIO-KEY INT'L: Posts $3.1 Mil. Net Loss in 2006 1st Fiscal Qtr.
---------------------------------------------------------------
BIO-Key International, Inc., filed its first quarter financial
statements for the three months ended March 31, 2006, with the
Securities and Exchange Commission on May 22, 2006.

The Company reported a $3,150,444 net loss on $3,149,191 of
revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $26,005,020
in total assets, $22,817,512 in total liabilities and $3,187,508
of stockholders' equity.

The Company's March 31 balance sheet also showed strained
liquidity with $8,133,279 in total current assets available to pay
$18,226,434 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?a95

                        Going Concern Doubt

DS&B, Ltd., in Minneapolis Minnesota, raised substantial doubt
about BIO-key International, Inc.'s ability to continue as
a going concern after auditing the Company's financial statements
for the years ended Dec. 31, 2005, and 2004.  The auditor pointed
to the company's losses from operations and working capital
deficit.

                         About BIO-Key

BIO-key International, Inc., develops and markets identification
biometric software in the United States.  The software provides
identification technology that scans fingerprints and identifies
a person in databases.


BLUE RIDGE: Low Liquidity Cues S&P to Put B- Ratings on Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit and senior secured debt ratings on Canton, North Carolina-
based Blue Ridge Paper Products Inc. on CreditWatch with negative
implications.

"The CreditWatch placement reflects our concern about the
company's low liquidity level, which is heightened by the
company's unresolved labor negotiations," said Standard & Poor's
credit analyst Dominick D'Ascoli.  "We are concerned about the
potential for workers to seek a substantial increase in pay after
taking a 15% wage and benefit reduction in 1999 and enduring a
seven-year wage freeze under the current labor contract."

Blue Ridge had only $11.6 million available under its $50 million
borrowing based revolving credit facility at March 31, 2006, and
$1.4 million of cash, which was below our previous expectations.

"We expect liquidity to decline further to a precarious level
after the $5.9 million, June 15, 2006, interest payment on the
$125 million of 9.5% notes," Mr. D'Ascoli said.  "While liquidity
should improve thereafter, because of higher product prices, the
pass through of raw material surcharges, and favorable industry
conditions, there is little cushion for any unforeseen operating
disruptions."

The current labor contract has been extended for 60 days past its
original expiration on May 14, 2006, to facilitate scheduling of
discussions.  The company's low level of liquidity would only
sustain operations for a brief period if the union decided to
strike.  However, the likelihood of a strike appears relatively
low, because the employees own 40% of Blue Ridge's parent company
through an employee stock ownership plan.

"We could lower the ratings if a strike occurs, there is a
substantial increase in wages, liquidity declines further than
anticipated, market conditions deteriorate, or there is an
operating disruption," said Mr. D'Ascoli.  "We could affirm the
ratings if a new labor contract is negotiated without a strike and
there is only a nominal increase to wages and if liquidity
improves to at least $10 million by the end of the third quarter."


BOWATER INC: Secures New Five-Year Revolving Credit Facility
------------------------------------------------------------
Bowater Incorporated has established a new five-year revolving
credit facility, which replaces both its current revolving credit
facility and its 364-day accounts receivable securitization
facility.

Bowater accomplished this by entering into:

     a) a Credit Agreement among Bowater as Borrower, several
        lenders, and Wachovia Bank, National Association, as
        Administrative Agent; and

     b) a Credit  Agreement, along with its subsidiary Bowater
        Canadian Forest Products Inc., among BCFPI as Borrower,
        Bowater as parent Guarantor, several lenders, and The Bank
        of Nova Scotia as Administrative Agent.

The US Credit Agreement provides for a $415 million revolving
credit facility with a scheduled maturity date of May 25, 2011.
The US Credit Agreement is guaranteed by certain of Bowater's
wholly owned subsidiaries in the United States, and is secured by:

     -- liens on the inventory, accounts receivable and deposit
        accounts of Bowater and the guarantors;

     -- pledges of the 65% of the stock of certain of Bowater's
        foreign subsidiaries, and

     -- pledges of the stock of Bowater's United States
        subsidiaries that do not own mills or converting
        facilities.

Availability under the US Credit Agreement is limited to 90% of
the net consolidated book value of Bowater's accounts receivable
and inventory, excluding BCFPI and its subsidiaries.  Letters of
credit may be issued under the US Credit Agreement up to an
aggregate of $100 million.

The Canadian Credit Agreement provides for a $165 million
revolving credit facility with a maturity date of May 29, 2007,
subject to annual extensions.  The Canadian Credit Agreement is
secured by liens on the inventory, accounts receivable and deposit
accounts of BCFPI.

Availability under the Canadian Credit Agreement is limited to 65%
of the net book value of the accounts receivable and inventory of
BCFPI and its subsidiaries.  Letters of credit may be issued under
the Canadian Credit Agreement up to an aggregate of $50 million.

Financial  covenants under both the US Credit Agreement and
Canadian Credit Agreement are based upon Bowater's Consolidated
Financial Results and consist of these two ratios:

     1) a maximum ratio of senior secured indebtedness (including
        all advances and letters of credit under the US and
        Canadian facilities, and any other indebtedness secured by
        assets of Bowater and its subsidiaries) to EBITDA of 1.25
        to 1; and

     2) a minimum ratio of Adjusted EBITDA (defined as EBITDA,
        plus gains (or minus losses) from asset  dispositions) to
        interest expense of 2.00 to 1.

As of May 31, 2006, Bowater and BFCPI have no debt outstanding
under either the US Credit Agreement or the Canadian Credit
Agreement, but do have outstanding letters of credit totaling
approximately $98.8 million.  As of May 31, 2006, Bowater has
$481.2 of availability under the credit agreements on a
consolidated basis.

On May 31, 2006, in connection with the US Credit Agreement and
the Canadian Credit Agreement, Bowater's current revolving credit
facility and 364-day accounts receivable securitization facility
were replaced and these agreements were terminated:

     1) Credit Agreement dated as of April 22, 2004, as amended,
        among Bowater and BCFPI as Borrowers,  the lenders from
        time to time party thereto, JPMorgan Chase Bank as
        Administrative Agent, and The Bank of Nova Scotia as
        Canadian Administrative Agent.  This Credit Agreement
        provided a $400 million United States revolving credit
        facility and a $35 million Canadian revolving credit
        facility on an unsecured basis.

     2) The Amended and Restated Receivables Sale Agreement dated
        as of Dec. 1, 2005, as amended, among Bowater and Bowater
        America Inc. as Sellers and Bowater Funding, Inc. as
        Buyer, and the Amended and Restated Loan Agreement dated
        as of Dec. 1, 2005, as amended, among Bowater Funding Inc.
        as Borrower, Bowater as Servicer, the Conduit Lenders,
        Committed Lenders, LC Issuers, and Agents identified
        therein, and SunTrust Capital Markets, Inc. as
        Administrative Agent.  These agreements governed the $200
        million accounts receivable securitization program of
        Bowater under which Bowater and Bowater America Inc. sold
        their accounts receivable to Bowater Funding Inc., and
        Bowater Funding Inc. obtained financing collateralized by
        those accounts receivable.

Headquartered in Greenville, South Carolina, Bowater Incorporated
(TSX: BWX) produces newsprint and coated mechanical papers.  In
addition, the company makes uncoated mechanical papers, bleached
kraft pulp and lumber products.  The company has 12 pulp and paper
mills in the United States, Canada and South Korea and 12 North
American sawmills that produce softwood lumber.  Bowater also
operates two facilities that convert a mechanical base sheet to
coated products.  Bowater's operations are supported by
approximately 1.4 million acres of timberlands owned or leased in
the United States and Canada and 30 million acres of timber
cutting rights in Canada.  Bowater is one of the world's largest
consumers of recycled newspapers and magazines.  Bowater common
stock is listed on the New York Stock Exchange, the Pacific
Exchange and the London Stock Exchange.  A special class of stock
exchangeable into Bowater common stock is listed on the Toronto
Stock Exchange.

                         *     *     *

As reported in the Troubled Company Reporter on June 2, 2006,
Dominion Bond Rating Service downgraded the rating of Bowater
Canadian Forest Products Inc. to BB (low) from BB.  The trend
remains Negative.  The downgrade reflected persistent weakness in
Bowater's credit metrics and the expectation that a significant
improvement will not take place over the near term.  The Negative
trend recognized the considerable headwinds facing the Company.

Standard & Poor's Ratings Services lowered its ratings on Bowater
and subsidiary Bowater Canadian Forest Products Inc., including
the corporate credit rating on each entity to 'B+' from 'BB' in
December 2005.  S&P said the outlook is stable.

Moody's Investors Service puts Ba3 senior implied, senior
unsecured and issuer ratings on Bowater.  Moody's says the outlook
is negative.

Fitch Ratings rated Bowater's senior unsecured bonds and bank debt
'BB-'.  Fitch said the Rating Outlook is Stable.


BRIGHTPOINT INC: Earns $8.8 Million in 2006 First Fiscal Quarter
----------------------------------------------------------------
Brightpoint, Inc., filed its first quarter financial statements
for the three months ended March 31, 2006, with the Securities and
Exchange Commission on May 9, 2006.

The Company earned $8,868,000 of net income on $564,555,000 of
total revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $436,662,000
in total assets, $287,701,000 in total liabilities, and
$148,961,000 in stockholders' equity.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?a9d

Brightpoint, Inc. -- http://www.brightpoint.com/-- is one of the
world's largest distributors of mobile phones.  Brightpoint
supports the global wireless telecommunications and data industry,
providing quickly deployed, flexible and cost effective solutions.
Brightpoint's innovative services include distribution, channel
management, fulfillment, eBusiness solutions and other outsourced
services that integrate seamlessly with its customers.

                           *     *     *

As reported in the Troubled Company Reporter on April 17, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on Indianapolis, Indiana-based Brightpoint Inc. to 'BB-'
from 'B+'.


BROWN SHOE: S&P Affirms BB Rating & Revises Outlook to Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
St. Louis, Missouri-based Brown Shoe Co. Inc. to stable from
negative.  All ratings, including the 'BB' corporate credit
rating, are affirmed.

"The outlook revision reflects the successful integration of
Bennett Group and a recovery of credit measures to levels more
appropriate for the rating due to good operating results and debt
reduction," said Standard & Poor's credit analyst Ana Lai.  "It
also reflects our expectation that credit measures will remain at
current levels, supported by improved efficiency and more focused
merchandising at its retail division."

Credit protection measures have strengthened.  Debt leverage
declined to 3.8x for the 12 months ended April 29, 2006, from peak
levels of over 4x following the Bennett acquisition in early 2005,
due to improved earnings and debt reduction.  EBITDA interest
coverage and funds from operations to total debt are appropriate
for the rating at 3.1x and 25%, respectively for the 12 months
ended April 29, 2006.

The speculative-grade rating on Brown Shoe reflects:

   * the company's participation in the mature, competitive, and
     fragmented wholesale and retail footwear businesses; and

   * low operating margins relative to those of its peers.

These factors are tempered by:

   * the company's good position as the largest specialty family
     footwear retailer;

   * a diversified sourcing and wholesale customer base; and

   * adequate credit measures.

Standard & Poor's expects Brown Shoe's positive operating momentum
to continue through the rest of 2006, driven by:

   * improving sales trends at its retail division;
   * a rationalized store base at Naturalizer; and
   * continued healthy sales at the wholesale division.

Overall sales increased 10% in the quarter ended April 29, 2006,
reflecting 4.7% sales growth at Famous Footwear, and a 20% sales
increase in the wholesale division due to the addition of the
Bennett brands.  Operating margins remain adequate at 11.5% as
lower-margin wholesale sales were offset by positive expense
leverage and expense control.

Despite a recent improvement in efficiencies, Brown Shoe lags its
peers in profitability because of lower store productivity and
operating losses at Naturalizer.


CALPINE CORP: Court Okays Execution of Employee Incentive Program
-----------------------------------------------------------------
Calpine Corp. and its debtor-affiliates obtained permission from
the U.S. Bankruptcy Court for the Southern District of New York to
implement an incentive program that provides market-based
compensation opportunities for select members of the Debtors'
workforce.

As reported in the Troubled Company Reporter on April 19, 2006,
the Calpine Incentive Program is intended to return the overall
compensation opportunity for certain of Calpine's key employees to
market-competitive levels to ensure the continued effective job
performance necessary for Debtors' ongoing business operations and
successful reorganization -- and to do so in a way that not only
preserves but enhances the value of Debtors' estate.

The Calpine Incentive Program has four components:

     a. the Emergence Incentive Plan,
     b. the Management Incentive Plan,
     c. the Supplemental Bonus Plan, and
     d. the Discretionary Bonus Plan

Mr. Cieri says the core components of the Program -- the
Emergence Incentive and Management Incentive Plans -- demand the
achievement of specific reorganization objectives -- aimed at
headcount reduction, cost-cutting, cash-flow improvement, and
transaction goals -- or demonstrable increases in the adjusted
enterprise value of Calpine before payments will be made.

                           Ku Objects

"The Debtors' decision to implement the program comes at a
uniquely inopportune time and reflects a lack of consideration to
seek consensus among all parties, notably of the equity security
holders," Alan Ku, an individual shareholder and former
Calpine employee, says.

Mr. Ku contends that the Calpine Incentive Program falls short of
the burden required under Sections 363(b) and 503(c) of the
Bankruptcy Code.  Stripped to its core, the CIP is nothing more
than the status quo bonus system, with the added Executive
Incentive Program plan which simply offers select insiders
additional compensation to burden the Debtors' estate.

Mr. Ku notes that the Adjusted Enterprise Value targets used to
justify the payments to select insiders under the EIP component
are asserted with no basis of independent evaluation.  The AEV
targets permit no review by the equity holders to determine
whether the performance targets put forth by the Debtors are
appropriately set in terms of the compensation bestowed for
achieving them.

Moreover, the improvements in the Debtors' AEV are governed by
many factors beyond any conceivable influence by the insiders
designed for compensation.

Mr. Ku also maintains that the CIP was implemented in lieu of the
Debtors' normally anticipated bonus structure for all its
employees in 2006.  "It was the very actions of the Debtors'
current management to discard the status quo structure that led
to the many ills cited by the Debtors -- namely below market
compensation of the employees and the accompanying retention
problems."

The Debtors' request should be denied, Mr. Ku asserts, at least
until the CIP can be reviewed and revised to more closely align
the interests of the Debtors' targeted insiders and that of the
Debtors' creditors and equity holders.

Mr. Ku currently owns 30,000 pre-bankruptcy shares of Calpine
common stock purchased while he was an employee through the
Debtors' employee stock purchase program and shortly thereafter.
After the Debtors' bankruptcy filing, Mr. Ku organized an Ad Hoc
Committee of Equity Security Holders, which now represents
approximately 200 retail equity holders holding approximately
19,000,000 shares.

                         Debtors Respond

The Debtors insist that the Calpine Incentive Program represents
a proper exercise of their business judgment.  Their Motion
details the purpose and justifications of the two components of
the Incentive Program as well as the process relied upon in
calculating, discussing, negotiating, and ultimately approving
the Incentive Programs.  In addition, the Debtors retained
outside expert compensation consultants to benchmark the
compensation provided by the Emergence Incentive Program and
Management Incentive Program provisions.

The EIP and the MIP are properly analyzed under Section 503(c)(3)
of the Bankruptcy Code and permissible under the Bankruptcy Abuse
Prevention and Consumer Protection Act of 2005.  The Debtors
point out that the Calpine Incentive Program provides
compensation opportunities to employees based on increases in the
value of the Company, not based on retention or simply staying
employed at Calpine.  No employee will be entitled to incentive
compensation simply for remaining with the Debtors through the
bankruptcy period.

                        Debtors Adjust EIP

The Debtors inform the Court that based on their continuing
discussions with interested parties, as well as their continuing
review of the Incentive Program, they have incorporated a new
calculation of Adjusted Enterprise Value into the EIP portion of
the Program.  The Debtors explain that the change to the method
of calculating AEV reflects a more objective measure of value by
incorporating the post-emergence market value of Calpine's
securities, among other things.

Accordingly, the Debtors propose that AEV will be equal to:

   1.  The market value of corporate-level debt (i.e., non-
       project level debt);

   2.  plus the market value of preferred equity;

   3.  minus cash -- other than any cash held by companies with
       project-level debt--  on the balance sheet of any of the
       reorganized companies upon the consummation date;

   4.  plus the market value of Calpine's common stock -- and any
       other equity-linked securities including warrants --
       excluding non-vested equity, including options, issued as
       part of the management incentive compensation pursuant to
       a plan of reorganization.

All market prices will be calculated beginning on the 60th
trading day following the consummation date and for the following
10 trading days.  Prices for debt and preferred equity will be
calculated as an average price based on AdvantageData (ADI
quote), Factset, Markit Loans (LoanX) and Bloomberg.  Volume
weighted-average prices for common equity will be determined by
reference to Bloomberg's AQR function.  AEV will be further
adjusted for the exclusion of any corporate level debt used to
refinance project level debt.

                       About Calpine Corp.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Dec. 19, 2005, the
Debtors listed $26,628,755,663 in total assets and $22,535,577,121
in total liabilities.  (Calpine Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Agreements with Top Executives Get Court's Nod
------------------------------------------------------------
Calpine Corp. and its debtor-affiliates obtained permission from
the U.S. Bankruptcy Court for the Southern District of New York to
finalize employment agreements with three members of their
management team:

   -- Chief Executive Officer and Director Robert P. May;

   -- Executive Vice President, Chief Financial Officer and Chief
      Restructuring Officer Scott J. Davido; and

   -- Executive Vice President-Power Operations Robert E. '
      Fishman.

Specifically, the Debtors obtained the Court's authority to assume
the CEO Agreement, and enter into an employment agreement with
Messrs. Davido and Fishman.

                   Terms of the CEO Agreement

As reported in the Troubled Company Reporter on April 19, 2006,
Mr. May will serve an initial term of two years, which term is
automatically renewable for successive 12-month terms.  He will
receive a base salary is $1.5 million per annum, subject to
annual review by the Board, and may be increased.

The CEO is eligible for an annual cash performance bonus so long
as he remains employed by the company on the last day of the
applicable fiscal year.  The target bonus will be established by
the Board, but the minimum target bonus will be 100% of the base
salary, and may range from 0 to 200% of base salary.

The CEO will receive minimum bonuses of $2.25 million and $1.5
million for the 2006 and 2007 fiscal years, and a one-time sign-
on bonus of $2 million.

The CEO will also receive a Base Emergence Incentive Payment of
$4.5 million, payable on effectiveness of a confirmed plan of
reorganization.

He will also get an Additional Emergence Incentive Payment based
on the achievement of a certain Adjusted Enterprise Value, which
is total enterprise value less project debt.

If Calpine emerges from Chapter 11 with an AEV of more than
$5 billion, in addition to the Base Emergence Incentive Payment,
Mr. May will receive an additional $239,000 for each $100 million
increase in AEV over $4.5 billion.

Mr. May will also get an additional $4 million potential
emergence incentive payable solely at the discretion of the
Official Committee of Unsecured Creditors.

The CEO can also participate in the general employee benefits
programs available to other senior executives.   He will receive
severance benefits if he resigns for good reason or the company
terminates his employment without cause.

The severance benefits include an amount equal to the sum of the
CEO's base salary and target bonus at the time of the termination
of his employment, paid over a year.

To the fullest extent permitted by applicable law, Calpine will
provide indemnification for the CEO under its Articles of
Incorporation and Bylaws.

The CEO will be covered by the company's standard indemnification
agreement and by any director's and officer's liability insurance
policy maintained by the company.

                Employment Agreements Amendments

On May 18, 2006, Calpine Corporation entered into amended
employment agreements with Robert P. May, the company's chief
executive officer, and Scott J. Davido, the company's executive
vice president, chief financial officer and chief restructuring
officer.

The amendments to the Employment Agreements include:

     * Each Employment Agreement will not automatically renew;
       notice of renewal is required within 150 days prior to the
       end of the applicable term.  Non-renewal of the Employment
       Agreement will constitute Good Reason -- as defined in
       each Employment Agreement -- for the executive to
       terminate his employment.

     * The Success Fee, if any, will be paid in accordance with
       Compensation Schedules attached to the applicable
       Employment Agreement.

     * The executive will not be entitled to severance payments
       -- except as required by the Consolidated Omnibus Budget
       Reconciliation Act -- if he terminates his employment for
       Good Reason or the Company terminates his employment other
       than for Cause prior to the effective date of a plan of
       reorganization.

     * If the executive terminates his employment for Good Reason
       or the Company terminates his employment not for Cause
       prior to the plan effective date, the executive would be
       entitled to a Guaranteed Minimum Success Fee.  If a
       Success Fee is earned and paid, the Success Fee, if any,
       will be reduced by the amount of any Guaranteed Minimum
       Success Fee paid to the executive.

     * Non-competition provisions will apply for 12 months after
       the executive's employment is terminated and are limited
       to a specified group of companies.

     * If the executive is a prevailing party in a dispute
       related to his Employment Agreement, the Company will
       reimburse any expenses, including attorneys' fees.  The
       reimbursement is in addition to any rights the executive
       may have under the Company's Certificate of Incorporation,
       Bylaws or Director and Officer insurance policies.

A full-text copy of the Amended May Employment Agreement is
available for free at:

               http://ResearchArchives.com/t/s?a63


A full-text copy of the Amended Davido Employment Agreement is
available for free at:

               http://ResearchArchives.com/t/s?a64

                        About Calpine Corp.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Dec. 19, 2005, the
Debtors listed $26,628,755,663 in total assets and $22,535,577,121
in total liabilities.  (Calpine Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Repays $645 Million of 9-5/8% Senior Secured Notes
----------------------------------------------------------------
Calpine Corporation (OTC Pink Sheets: CPNLQ) repaid approximately
$645 million of its 9-5/8% First Priority Senior Secured Notes due
2014, plus accrued interest.  The total principal amount
outstanding as of Dec. 31, 2005 was $646,105,000.

"Today's announcement is another significant step in strengthening
Calpine's financial position," Calpine Chief Executive Officer Bob
May, stated.  "By repaying these notes, we are reducing the
company's annual interest expense by over $25 million.  This cost
savings will add value for both Calpine's estate and our
stakeholders."

Calpine utilized approximately $412 million from restricted cash
to fund the majority of the repayment of the notes.  These funds
were being held in escrow following the sale of Calpine's oil and
gas properties in July of 2005.  The balance of the repayment was
funded through borrowings under the company's $2 billion debtor-
in-possession credit facility.

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


CARDINAL COMMS: Brings In Brian Karr as Chief Financial Officer
---------------------------------------------------------------
Cardinal Communications, Inc., disclosed that D. Brian Karr has
joined the company as chief financial officer.  Karr was most
recently vice president of finance for The TriZetto Group, Inc., a
$300 million provider of IT-related services to the healthcare
industry.

Mr. Karr brings more than 15 years of accounting and financial
management expertise to Cardinal.  He was a founding member of the
TriZetto Group and served as chief financial officer prior to its
initial public offering.  During his nine years at TriZetto, Mr.
Karr was responsible for a variety of finance-related functions,
including accounting, financial reporting, treasury and
operational finance.

Mr. Karr is a certified public accountant and holds a bachelor of
science degree in accounting from Biola University in California.
He will work in Cardinal's Broomfield headquarters office.

Ed Garneau, chief executive officer of Cardinal, said, "Brian is a
proven, accomplished and versatile financial management executive,
and joins Cardinal with an outstanding record of driving financial
performance and enhancing corporate growth.  He also has
significant experience in public accounting, SEC reporting and
corporate financial planning.  He has demonstrated an in-depth
knowledge of a host of strategic financial management issues that
Cardinal is currently working to address.  We are very fortunate
that Brian has chosen to join the Cardinal management team."

Mr. Karr stated, "There is tremendous change afoot in the
telecommunications and real estate arena, and Cardinal is helping
lead this transformation.  I am excited by the opportunity to help
shape these innovations and I share management's objective of
accelerating Cardinal's growth and achieving profitability."

Headquartered in Broomfield, Colorado, Cardinal Communications,
Inc., fka USURF America, Inc. (OTCBB: CDNC) provides full-service
solutions for residential and business applications including the
delivery of next-generation voice, video, and data broadband
networks to communities and cities throughout the United States;
the construction and development of luxury single and multi-family
homes, condominiums and apartment communities; home finance, real
estate and title services.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 15, 2006, AJ.
Robbins, PC, in Denver, Colorado, raised substantial doubt about
Cardinal Communications, Inc., fka USURF America, 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,
negative cash flows from operations, and working capital and
stockholders' equity deficiencies.


CARDINAL COMMS: Posts $2.1 Mil. Net Loss in 2006 1st Fiscal Qtr.
----------------------------------------------------------------
Cardinal Communications, Inc., fka USURF America, Inc., filed its
first quarter financial statements for the three months ended
March 31, 2006, with the Securities and Exchange Commission on
May 22, 2006.

The Company reported a $2,178,542 net loss on $5,376,482 of
revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $63,213,825
in total assets and $61,791,369 in total liabilities, resulting in
a $3,327,659 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $63,213,825 in total current assets available to
pay $66,541,484 in total current liabilities coming due within the
next 12 months.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?a97

                        Going Concern Doubt

As reported in the Troubled Compay Reporter on May 15, 2006,
AJ. Robbins, PC, in Denver, Colorado, raised substantial doubt
about Cardinal Communications' 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, negative cash flows from
operations, and working capital and stockholders' equity
deficiencies.

                   About Cardinal Communications

Headquartered in Broomfield, Colorado, Cardinal Communications,
Inc., fka USURF America, Inc., provides full-service solutions for
residential and business applications including the delivery of
next-generation voice, video, and data broadband networks to
communities and cities throughout the United States; the
construction and development of luxury single and multi-family
homes, condominiums and apartment communities; home finance, real
estate and title services.


CARRINGTON MORTGAGE: Moody's Puts Ba1 Rating on Class M-10 Certs.
-----------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Carrington Mortgage Loan Trust Series 2006-
RFC1, Asset-Backed Pass-Through Certificates, Series 2006-RFC1,
and ratings ranging from Aa1 to Ba1 to the mezzanine certificates
in the deal.

The securitization is backed by HomeComings Financial Network,
Inc., People's Choice Home Loan, Inc, FMF Capital LLC, and EFC
Holdings Corporation originated adjustable-rate and fixed-rate
subprime mortgage loans acquired by Stanwich Asset Acceptance
Company, L.L.C.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
overcollateralization, and excess spread.  Moody's expects
collateral losses to range from 5.10% to 5.60%.

Primary servicing will be provided by HomeComings Financial
Network, Inc.  Moody's assigned HomeComings its servicer quality
rating as primary servicer of subprime loans.

The complete rating actions:

Carrington Mortgage Loan Trust Series 2006-RFC1

Asset-Backed Pass-Through Certificates, Series 2006-RFC1

   * Cl. A-1, Assigned Aaa

   * Cl. A-2, Assigned Aaa

   * Cl. A-3, Assigned Aaa

   * Cl. A-4, Assigned Aaa

   * Cl. M-1, Assigned Aa1

   * Cl. M-2, Assigned Aa2

   * Cl. M-3, Assigned Aa3

   * Cl. M-4, Assigned A1

   * Cl. M-5, Assigned A2

   * Cl. M-6, Assigned A3

   * Cl. M-7, Assigned Baa1

   * Cl. M-8, Assigned Baa2

   * Cl. M-9, Assigned Baa3

   * Cl. M-10, Assigned Ba1


CATHOLIC CHURCH: Court Denies Portland's Request to Settle Claim
----------------------------------------------------------------
The Hon. Elizabeth L. Perris of the U.S. Bankruptcy Court for the
District of Oregon denies the Archdiocese of Portland in Oregon's
request to settle Claim No. 208.  The Court sustains the Future
Claimants Representative's objection with respect to the claim.

As reported in the Troubled Company Reporter on May 3, 2006, the
settling claimants include the holders of Claim Nos. 208 and 93.
Pursuant to their settlement agreements with Portland, Claimants
208 and 93 have the right to terminate the settlement agreement in
the event Portland fails to pay the agreed amount of the disputed
claim in full by April 30, 2006.  To fulfill that condition under
the agreements, the Archdiocese will be required to pay by April
30, $950,000 on account of Claim No. 208 and $3,000 on account of
Claim No. 93.

                           FCR's Objection

David A. Foraker, in his capacity as Future Claimants
Representative, asked Judge Perris to deny approval of the
Archdiocese's Settlement Motions to the extent that Portland seeks
authority to selectively pay prepetition tort claims other than
pursuant to a confirmed Plan of Reorganization.

Mr. Foraker argued that under the present state of the law, it is
unclear whether the bankruptcy court has the judicial power to
authorize a debtor-in-possession to pay from the property of the
estate all or any portion of certain general unsecured claims
other than pursuant to a confirmed plan, except as part of a
Court-approved settlement in which the bankruptcy estate receives,
in exchange for the payment, an economic benefit over and above
the mere satisfaction of a general unsecured claim.

To the extent that the Bankruptcy Court has the judicial power at
all to authorize a pre-plan distribution on account of certain
general unsecured claims, there is no compelling reason for the
Court to exercise that power in the Archdiocese's case, Mr.
Foraker asserted.

In addition, Mr. Foraker contended that creditors were not given
the proper notice of the Settlement Motions.  In any event, the
Settlement Motions must be re-filed, not under seal, after
appropriate redactions are made to preserve the confidentiality of
the names of the tort claimants.

Mr. Foraker also noted that the Archdiocese continues to maintain
that all assets associated with its parishes and most of the other
assets it controls are unavailable to pay its debts.  Portland
even indicated that if it were to prevail on its theories in the
Property of the Estate litigation, about "$21.5 million [would be]
available for unsecured creditors, resulting in payments to
creditors of possibly only 50% or less of their Allowed Claims
based on the Debtor's estimates of the Claims."  Portland also
sought and obtained an order to reduce to 60% the amount that it
is paying to estate professionals on a monthly basis.

However, according to Mr. Foraker, the Archdiocese expects that it
will be able to come up with the cash needed to fund its
settlement agreements with Claimants 208 and 93 once the Court
approves them.  It is unknown to the FCR how or from what source
the Archdiocese would obtain those funds.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 59; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Tort Panel Wants to Dip Hands on Endowment Fund
----------------------------------------------------------------
The Official Committee of Tort Claimants asks Judge Elizabeth L.
Perris of the U.S. Bankruptcy Court for the District of Oregon to
issue a summary judgment declaring that the Archdiocese of
Portland's "Perpetual Endowment Fund" or the "Quasi-Endowment
Fund," which contains $36,000,000 in cash and liquid investments,
is property of the Archdiocese's estate and available to pay
claims.

Albert N. Kennedy, Esq., at Tonkon Torp, LLP, in Portland,
Oregon, on behalf of the Tort Committee, asserts that the
Archdiocese's bankruptcy estate includes Portland's beneficial
interest in the Perpetual Endowment Fund together with its powers
to amend, modify, terminate and direct distribution of the Fund.

Mr. Kennedy, among other things, contends that the Archdiocese was
the "settlor," trustee and beneficiary of the Perpetual Endowment
Fund.

The Archdiocese, according to Mr. Kennedy, established the
Perpetual Endowment Fund from the sale of certain real property it
owned.  The Archdiocese deposited additional unrestricted
contributions and gifts into the Perpetual Endowment Fund.  The
Archdiocese's annual financial reports list the Perpetual
Endowment Fund as its unrestricted net asset.  The Perpetual
Endowment Fund, Mr. Kennedy adds, is not subject to any donor-
imposed restrictions.

                 Portland Blocks Panel's Attempt

The Perpetual Endowment Fund is not an asset of the estate, the
Archdiocese of Portland tells the Oregon Bankruptcy Court.

The Archdiocese's attorney, Howard M. Levine, Esq., at Sussman
Shank LLP, in Portland, Oregon, explains that pursuant to a
Declaration of Trust dated March 23, 1981, the Perpetual
Endowment Fund is an irrevocable charitable trust for indefinite
beneficiaries, including Catholics and non-Catholics throughout
the world, of which the Archdiocese is the successor trustee and
holds only legal title to the trust assets.

Mr. Levine further explains that the original trustee of the
Perpetual Endowment Fund was the "Archdiocese of Portland in
Oregon," a corporation established in 1909 as an Oregon nonprofit
religious corporation having both corporate officers and a board
of trustees.

That Corporation was not the reorganizing Archdiocese, Mr. Levine
points out.  That Corporation was initially titled "Archdiocese of
Oregon City."  Its name was changed to Archdiocese of Portland in
Oregon in 1929.

In 1981, the reorganizing Archdiocese was a separate corporation
sole with no officers and only one director, the Archbishop, Mr.
Levine notes.  The two corporations merged in 1991 with the
successor by merger being the reorganizing Archdiocese.  It was at
this point that the reorganizing Archdiocese, as successor
trustee, had its first involvement with the Perpetual Endowment
Fund.

Mr. Levine argues that the Perpetual Endowment Fund is not a
private self-settled trust, but a charitable trust.  Under Section
541 of the Bankruptcy Code, assets, held by the Archdiocese in a
charitable trust are not estate assets.  The Archdiocese does not
have the power to amend, modify, or terminate the Declaration of
Trust.

Mr. Levine points out that the Bankruptcy Court would violate the
First Amendment and RFRA if it attempts to override canonical
limitations of the power of the Archbishop.

Since there is no genuine issue of material fact that the
Perpetual Endowment Fund is a charitable trust and is not an asset
of the estate, the Archdiocese asks the Court to:

   (a) deny the Tort Committee's Summary Judgment Motion; and

   (b) grant its cross-motion for partial summary judgment.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 59; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CDS BUSINESS: Case Summary & 40 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: CDS Business Services, Inc.
        303 Merrick Road
        Lynbrook, New York 11563
        Tel: (516) 379-1053

Bankruptcy Case No.: 06-71251

Debtor affiliates filing separate chapter 11 petitions:

      Entity                       Case No.
      ------                       --------
      CDS Companies, Inc.          06-71252
      CDS Capital, LLC             06-71256
      MyReceivables.Com LLC        06-71257
      Store Charge, Inc.           06-71259

Type of Business: The Debtors offer financial services, accounts
                  receivables management services & financing,
                  electronic billing & processing, and credit,
                  collection & marketing services.
                  See http://www.myreceivables.com/

Chapter 11 Petition Date: June 5, 2006

Court: Eastern District of New York (Central Islip)

Judge: Stan Bernstein

Debtor's Counsel: Harold S. Berzow, Esq.
                  Ruskin Moscou Faltischek, P.C.
                  190 EAB Plaza
                  Uniondale, New York 11556
                  Tel: (516) 663-6596
                  Fax: (516) 663-6796

Debtors' Consolidated Assets and Liabilities as of April 30, 2006:

      Total Assets:  $5,523,834

      Total Debts:  $10,758,072

A. CDS Business Services, Inc.'s 2 Largest Unsecured Creditors:

   Entity                        Claim Amount
   ------                        ------------
Integrasys                            $16,089
Attn: David Selina
2601 Network Boulevard
Frisco, TX 75034

Roger Rosenberg                       $15,000
630 Shore Road, Suite 5
Long Beach, NY 11561

B. CDS Companies, Inc.'s 22 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
303 Merrick LLC                         $205,275
37-08 28th Avenue
Long Island City, NY 11103

Absolute Logic Inc.                      $46,880
78 Pin Oak Lane
Wilton, CT 06897

Access Communication Systems Inc.        $36,218
80 Ruland Road
Melville, NY 11747-6200

Oxford Health Plans                       $9,550

Competitive Business Forms, Inc.          $3,043

Phoenix Home Life                         $2,422

Transend It, Inc.                         $2,421

Staples Business Advantage                $2,146

Kahn Hoffman & Hochman, LLP               $1,500

PBCC                                      $1,436

NPA Computers, Inc.                       $1,308

United Parcel Service                       $915

Minuteman Press                             $674

Dun & Bradstreet                            $577

Experian                                    $515

Nancy Digaetano                             $440

General Credit Forms, Inc.                  $396

Pitney Bowes, Inc.                          $341

Deluxe Business Forms and Supplies          $135

M. Burr Keim Company                        $110

National Telephone Answering                 $40

TRXNS, LLC                                   $17

C. CDS Capital, LLC 's 15 Largest Unsecured Creditors:

   Entity                        Claim Amount
   ------                        ------------
Executive Sounding Board              $11,139
1350 Broadway, Suite 702
New York, NY 10018

Euler Hermes ACI                      $17,583
800 Red Brook Boulevard
Owings Mills, MD 21117

Kahn, Hoffman & Hochman, LLP           $3,190
10 Esquire Road
New York, NY 10956

Xerox Corporation                      $3,133

The U.S. Life Insurance Co.            $3,100

UCC Direct Services                    $2,463

Canon Financial Services, Inc.         $1,644

South Shore Record Management          $1,481

Watkins Ludlam Winter & Sten             $965

Brian Shube Consulting                   $600

Shumaker, Loop & Kendrick, LLP           $330

Verizon Wireless                         $188

Certified Pest Control                   $108

Fast Signs                                $40

Roadway Express, Inc.                     $30

D. Store Charge, Inc.'s Largest Unsecured Creditor:

   Entity                        Claim Amount
   ------                        ------------
M. Burr Keim Company                     $110
2021 Arch Street
Philadelphia, PA 19103

E. MyReceivables.Com LLC has no creditors that are not insiders.


CHASE MORTGAGE: Fitch Affirms Two Cert. Classes' Low-B Ratings
--------------------------------------------------------------
Fitch Ratings affirmed these Chase Mortgage Finance Trust issue:

Series 2005-S1:

  -- Classes I-A and 2-A at 'AAA'
  -- Class M at 'AA'
  -- Class B-1 at 'A'
  -- Class B-2 at 'BBB'
  -- Class B-3 at 'BB'
  -- Class B-4 at 'B'

The affirmations affect approximately $539.1 million of the
outstanding certificates and reflect a stable relationship between
credit enhancement and expected loss.  The above transaction has
suffered no loss since its initial rating.

The collateral of the above transaction consists of prime 15- and
30-year fixed-rate mortgage loans secured by first liens on one-
to four-family residential properties.  All of the loans were
originated and are serviced by Chase Home Finance, LLC, which is
rated 'RPS1' by Fitch.

The transaction is seasoned 12 months and has a pool factor (i.e.,
current mortgage loans outstanding as a percentage of the initial
pool) of 90%.


CINCINNATI BELL: March 31 Balance Sheet Upside-Down by $727 Mil.
----------------------------------------------------------------
Cincinnati Bell Inc. earned $14,100,000 of net income on
$298,200,000 of revenue for the quarter ending March 31, 2006.

The Company's balance sheet at March 31, 2006 showed
$1,887,600,000 in total assets and $2,614,500,000 in total
liabilities, resulting in a $726,900,000 shareholders' deficit.

The Company's balance sheet also showed total current assets of
$283,800,000 and total current liabilities of $251,100,000.

Full-text copies of Cincinnati Bell's financial statements for the
quarter ending March 31, 2006 are available for free at:

               http://researcharchives.com/t/s?aa8

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE:
CBB) -- http://www.cincinnatibell.com/-- provides a wide range of
local exchange and wireless telecommunications products and
services to residential and business customers in Ohio, Kentucky
and Indiana.

                          *     *     *

Cincinnati Bell's senior secured debt, bank loan debt and
corporate family ratings carry Moody's Ba3 rating.  Moody's also
junked the Company's preferred stock rating and placed its senior
unsecured debt at B1 and senior subordinated debt at B2.  On
Aug. 17, 2005, Moody's assigned the Company a stable outlook.

On March 17, 2006, Standard & Poor's placed the Company's long
term foreign and local issuer credit ratings at B+ with a negative
outlook.

The Company's senior secured and bank loan debts carry Fitch's BB+
ratings.  Fitch also assigned a BB- rating to the Company's senior
unsecured debt, a B rating to its subordinated debt and a B-
rating to its preferred stock.  Fitch confirmed the ratings with a
stable outlook on April 28, 2006.


CITIZENS COMMS: Declares $0.25 Per Share Second Quarter Dividend
----------------------------------------------------------------
Citizens Communications Company's Board of Directors declared a
regular quarterly cash dividend payment of $0.25 per share,
payable on June 30, 2006, to holders of record at the close of
business on June 9, 2006.

                    About Citizens Communications

Based in Stamford, Conn., Citizens Communications Corporation
(NYSE:CZN) -- http://www.czn.net/-- is a communications company
providing services to rural areas and small and medium-sized towns
and cities as an incumbent local exchange carrier, or ILEC.  The
Company offers its ILEC services under the "Frontier" name.

                         *     *     *

As reported in the Troubled Company Reporter on May 30, 2006,
Moody's Investors Service placed the debt ratings of Citizens
Communications' on review for possible upgrade, reflecting the
company's increased commitment to maintain a stable and
predictable debt profile.  Affected ratings include:

       * Corporate family rating -- Placed on Review for Possible
         Upgrade, currently Ba3;

       * Senior unsecured revolving credit facility -- Placed on
         Review for Possible Upgrade, currently Ba3; and

       * Senior unsecured notes, debentures, bonds -- Placed on
         Review for Possible Upgrade, currently Ba3.


CLAIMSNET.COM: Brings In Kent McRee as President
------------------------------------------------
Claimsnet.com reported that Mr. Kent McRee has joined the Company
as president, with primary responsibilities of sales and
marketing.  Don Crosbie continues as chairman and chief executive
officer.

Mr. McRee has more than 20 years experience in healthcare industry
sales, sales management, marketing, consulting and business
development strategies.  He most recently served as the president
of Resource Knowledge Management, LLC, of Dallas, Texas, a sales,
marketing and business development consulting firm for the health
care industry.  Mr. McRee previously served in executive sales and
marketing positions at Healthaxis, a technology based solutions
company for Business Process Outsourcing and claims
administration, A & G Healthcare of Dallas, Texas, a primary and
secondary PPO network repricing company, and GTESS Corporation, a
Business Process Outsourcing, Imaging and OCR technology and
document management company.

"Kent brings to Claimsnet a highly successful track record in
health care sales and marketing," said Don Crosbie, chief
executive officer of Claimsnet.  "The addition of Kent McRee to
our management team is a significant strengthening of the
capabilities of Claimsnet management to bring 'best of breed'
solutions to the healthcare payer industry.

"I am very pleased to join the exceptional team at Claimsnet,"
commented Mr. McRee.  "The extraordinary opportunity for the
company within the healthcare payer marketplace has been
demonstrated with more than 50 new clients over the past few years
and I look forward to being a part of the continuing success of
Claimsnet."

Headquartered in Dallas, Texas, Claimsnet.com Inc. (OTCBB:
CLAI.OB) --  http://www.claimsnet.com/-- provides Internet-based
claim processing solutions for the healthcare payer industry,
including distinctive, advanced ASP technology.  Claimsnet offers
systems that are distinguished by ease of use, customer care,
security and measurable cost advantages.

At March 31, 2006, Claimsnet's balance sheet showed a $794,000
stockholders' deficit compared to a $715,000 stockholders' deficit
at Dec. 31, 2005.


CLARET TRUSTS: DBRS Places Low-B Rating on 6 Certificate Classes
----------------------------------------------------------------
Dominion Bond Rating Service assigned provisional ratings of AAA
through B (low) as indicated below to the various classes of
Claret Trust's Commercial Mortgage Pass-Through Certificates,
Series 2006-1.  The Class X is notional.

   * Class A New Rating - Provisional AAA

   * Class X New Rating - Provisional AAA

   * Class B New Rating - Provisional AA

   * Class C New Rating - Provisional A

   * Class D New Rating - Provisional BBB

   * Class E New Rating - Provisional BBB (low)

   * Class F New Rating - Provisional BB (high)

   * Class G New Rating - Provisional BB

   * Class H New Rating - Provisional BB (low)

   * Class J New Rating - Provisional B (high)

   * Class K New Rating - Provisional B

   * Class L New Rating - Provisional B (low)

Finalization of ratings is contingent upon receipt of final
documents conforming to information already received.

The collateral consists of 105 fixed-rate loans secured by 111
multi-family and commercial properties.  The portfolio has a
balance of Cdn$379,593,822.  The loans were originated from 1998
to 2005 on a portfolio-lending basis with the intent being to hold
them on balance sheet.

Therefore, the pool is well seasoned with the weighted-average
seasoning for the pool being 42 months. No loan has had a
delinquent monthly payment in excess of 30 days from the later of
three years prior to the Cut-Off Date or to the date of the
origination of the loan.

Although all of the third-party reports are dated as of each
loan's respective origination date, DBRS underwrote sampled loans
based on current market data from commercial real estate market
sources and underwrote the higher of the engineer's recommended
capital expenditure per square foot when available or the standard
DBRS underwriting parameters based on property type. Additionally,
Canadian Imperial Bank of Commerce will provide Reps and Warrants
addressing the collaterals' shortcomings.

The pool is more diverse than the average conduit product, with
the largest loan representing 3.6% of the pool balance and the
largest ten loans together representing 26.5% of the pool balance.

DBRS shadow-rated 13 loans, representing 19.5% of the pool,
investment grade.  The investment-grade shadow-rated loans
indicate the long-term stability of the underlying assets.  The
shadow-rated investment-grade ratings assigned by DBRS :

   (1) Control No. 4 (2.8% of the pool), shadow-rated BBB
   (2) Control No. 17 & 40 (2.6% of the pool), shadow-rated BBB
   (3) Control No. 8 (2.1% of the pool), shadow-rated BBB
   (4) Control No. 10 (1.9% of the pool), shadow-rated BBB
   (5) Control No. 15 (1.7% of the pool), shadow-rated BBB
   (6) Control No. 16 (1.6% of the pool), shadow-rated BBB
   (7) Control No. 22 (1.5% of the pool), shadow-rated BBB (high)
   (8) Control No. 27 (1.2% of the pool), shadow-rated BBB
   (9) Control No. 36 (1.0% of the pool), shadow-rated BBB
  (10) Control No. 37 (1.0% of the pool), shadow-rated BBB
  (12) Control No. 43 (0.9% of the pool), shadow-rated BBB
  (13) Control No. 56 (0.7% of the pool), shadow-rated BBB
  (14) Control No. 75 (0.5% of the pool), shadow-rated AA

Eighty-six per cent of the pool provides for full or partial
recourse to the loans.  The weighted-average DBRS-stressed term
debt service coverage ratio is 1.51 times and the weighted-average
DBRS-stressed Refi DSCR is 2.03x.  The DBRS-stressed loan-to-value
is 62.8%.


COGECO CABLE: DBRS Puts Senior Secured Notes' BB Rating on Review
-----------------------------------------------------------------
Dominion Bond Rating Service placed the rating of Cogeco Cable
Inc. "Under Review with Negative Implications", following the
announcement that the Company intends on purchasing the second-
largest cable operator in Portugal, Cabovisao-Televisao por Cabo,
S.A., for approximately ?465 million, using 100% bank debt
financing.

   * Senior Secured Notes & Debentures
     Under Review - Negative BB (high)
   * Second Secured Debentures, Series A
     Under Review - Negative BB

Cogeco Cable's financial profile will be materially weakened,
following the transaction with consolidated total debt-to-EBITDA
expected to increase to approximately 4.9 times from its current
3.2 times and cash flow-to-total debt would weaken to 0.14 times
from 0.24 times.  DBRS notes this transaction will not be
accretive to earnings; however, Cabovisao is not expected to be a
free cash flow drain and Cogeco Cable's Canadian operations should
continue to generate positive free cash flow.

An acquisition outside of Cogeco Cable's incumbent market limits
the degree of potential synergies and is a departure from its
historical acquisition strategy.  DBRS believes this international
diversification increases the overall business profile of Cogeco
Cable.

The acquisition price represents approximately 10.6 times EBITDA
purchase multiple, or approximately Cdn$2,500 per basic
subscriber.  DBRS notes the purchase multiple appears reasonable
when considering other western European transactions, potential
growth opportunities, and a monthly average revenue per user of
Cdn$57.

Given the increase in both business and financial risk, the
ratings will likely be downgraded by one or two notches, dependent
on the long-term capital structure and the future capital needs of
Cabovisao.

DBRS's ratings are expected to remain under review until the
transaction closes or there is certainty the transaction will
close.  The acquisition remains subject to court approvals,
possible shareholder approvals, and other customary closing
conditions.  Cogeco Cable's target date for closing is summer
2006.


COGECO CABLE: S&P Puts BB+ Corp. Credit Rating on Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Cogeco
Cable Inc., including its long-term 'BB+' corporate credit rating,
on CreditWatch with negative implications, following Cogeco's
announcement that it has entered into an agreement to purchase the
second-largest cable TV operator in Portugal, Cabovisao-Televisao
por Cabo S.A.

The CreditWatch placement reflects an expected material weakening
of the company's financial metrics resulting from the debt-
financed acquisition.

"The purchase price of EU465 million (CDN$661 million), which
equates to a 12.6x trailing 12 months reported EBITDA, will be
debt financed and should materially increase Cogeco's lease-
adjusted debt to EBITDA, while other credit metrics should weaken
correspondingly," said Standard & Poor's credit analyst Madhav
Hari.

"Lease-adjusted debt levels are expected to increase by 82% to
about C$1.5 billion from C$806 million, with only a 20%
corresponding increase in EBITDA, resulting in an increase in
lease-adjusted debt to EBITDA to around 5.0x on a pro forma basis
from 3.3x at Feb. 28, 2006," Mr. Hari added.

Although the proposed acquisition is consistent with Cogeco's
previously stated strategy of seeking appropriate international
acquisition(s), Standard & Poor's initial assessment is that this
will lead to a modest weakening in the company's overall business
profile.

Cabovisao generates lower operating margins, adds complexity to
Cogeco's operations, and offers limited opportunities for cost
synergies.  Cabovisao is a leading communication services company
in Portugal with a customer base comprising 264,000 analog cable
TV, 130,000 high-speed Internet, and 217,000 telephony
subscribers.  The company has a highly upgraded cable plant, which
passes 820,000 homes or about 20% of all Portuguese households.

Standard & Poor's notes that the low penetration levels in
Portugal may bode well for the long-term growth prospects.

Standard & Poor's will resolve the CreditWatch status following a
more detailed review of the acquisition; however, if the announced
increase in debt is permanent, the ratings will likely be lowered
by at least one notch.

In resolving the CreditWatch, Standard & Poor's will focus its
review on:

   * the ultimate capital structure of the company;

   * a thorough business risk assessment of Cabovisao, including
     the level of additional investment that may be required;

   * the level and trajectory of free operating cash flow; and

   * the ability and willingness of Cogeco to pursue an aggressive
     deleveraging strategy following completion of the
     acquisition.


COLUMBIA COUNTY HOSPITAL: S&P Lowers $14.9 Mil. Bonds' Rating to B
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Columbia
County Hospital Authority, Pa.'s $14.9 million, series 1999 health
care revenue bonds, issued for Bloomsburg Hospital, to 'B' from
'BB-'.

The rating downgrade reflects the system's substantial reductions
in liquidity during 2005, especially in light of current and
planned capital expenditures.  The rating outlook is negative.

"Further downgrades for Bloomsburg Hospital are possible if
management cannot control expenditures in line with the revenue
base," said Standard & Poor's credit analyst Cynthia Keller
Macdonald.  "A higher rating is unlikely in the near future
because Bloomsburg's historic liquidity cushion is gone and will
take time to rebuild, especially in light of poor profitability."

Bloomsburg's liquidity dropped to $5.3 million in 2005 from almost
$9.0 million in 2004 due to a combination of factors including:

   * cash flow needs;
   * increased accounts receivable; and
   * capital expenditures.

Cash is also weak at 33% of the $16.3 million of long-term debt,
mortgages, and capital leases.  Bloomsburg is in the midst of
spending approximately $6 million of non-routine capital for
technology needs and patient room renovations, which will further
strain the balance sheet.

Funding will be through a combination of:

   * grants,
   * contributions,
   * operating reserves, and
   * short-term debt.

Moreover, losses from operations continue and, despite posting
improvement during fiscal 2005, fiscal year-to-date 2006 results
are below that of fiscal 2005 and budgeted performance levels.
Volumes, however, have increased for the second consecutive year
and remain a factor precluding further downgrades at this time.

Bloomsburg, however, remains in the shadow of 'AA-' rated
Geisinger Health System.  "Any withdrawal of Geisinger business
from the facility at this time could be extremely harmful," added
Keller Macdonald.

Bloomsburg Hospital operates a 78-bed general acute care hospital
in central Pennsylvania.  This analysis includes the entire
Bloomsburg Health System, even though small components,
specifically the self-insurance trust fund and home health
corporation, are not obligated on the debt.


CONGOLEUM CORPORATION: Wants Navigant as TDP Consultant
-------------------------------------------------------
Congoleum Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of New Jersey for permission to employ
Navigant Consulting, Inc., as their consultant with respect to a
proposed Trust Distribution Procedures.

Navigant Consulting will:

    a. advise the Debtors with regard to the proposed TDP; and

    b. to the extent necessary, provide a liability analysis for
       bodily injury claims derived from Congoleum products, which
       may involve analysis of the debtors' products and
       workforce, creation of claims data file from the debtors'
       paper files or cleanup of existing data files, analysis of
       claims data, and estimation of future claims and of total
       claims liability, as well as analysis and critique of
       reports by the experts retained by other parties in
       interest.

The Debtors disclose that the Firm's professionals bill:

       Professional                      Hourly Rate
       ------------                      -----------
       Managing Director                 $375 - $550
       Director                          $300 - $450
       Associate Director                $250 - $350
       Managing Consultant               $220 - $280
       Senior Consultant                 $180 - $220
       Consultant                        $150 to $190

Robin A. Cantor, managing director of the Insurance and Claims
Services division of Navigant Consulting, assures the Court that
the firm is disinterested as that term is defined in Section
101(14) of the Bankruptcy Code.

                  About Congoleum Corporation

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.  Richard L.
Epling, Esq., Robin L. Spear, Esq., and Kerry A. Brennanat, Esq.,
at Pillsbury Winthrop Shaw Pittman LLP represent the Debtors.
Michael S. Stamer, Esq., and James R. Savin, Esq., at Akin Gump
Strauss Hauer & Feld LLP represents the Official Committee of
Unsecured Bondholders.  R. Scott Williams serves as the Futures
Representative, and is represented by lawyers at Orrick,
Herrington & Sutcliffe LLP.  Aaron Van Nostrand, Esq., at Coughlin
Duffy, LLP, represents Continental Casualty Company and
Continental Insurance Company.  When Congoleum filed for
protection from its creditors, it listed $187,126,000 in total
assets and $205,940,000 in total debts.

At. Dec. 31, 2005, Congoleum Corporation's balance sheet showed a
$44,960,000 stockholders' deficit compared to a $20,989,000
deficit at Dec. 31, 2004.  Congoleum is a 55% owned subsidiary of
American Biltrite Inc. (AMEX:ABL).


DANA CORP: Creditors Committee Gets Court Okay on FTI's Retention
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
allowed the Official Committee of Unsecured Creditors in Dana
Corporation and its debtor-affiliates' chapter 11 cases to retain
FTI Consulting, Inc., as its restructuring advisors, effective
March 14, 2006.

The Court overruled the objection of Diana G. Adams, acting U.S.
Trustee for Region 2, to the Committee' request.

The Court ruled that:

   -- the U.S. Trustee and the Debtors will have the right to
      object to FTI Consulting, Inc.'s interim and final fee
      applications on all grounds, including but not limited to
      the reasonableness standard provided in Section 330 of the
      Bankruptcy Code; and

   -- the Completion Fee will be considered earned and payable,
      subject to Court approval, only on the earlier of:

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

        (ii) the sale or liquidation of all or substantially all
             of the Debtors' assets.

The U.S. Trustee, in her motion to deny the Committee's
application, contended that, even accepting that all fees are
subject to a reasonableness standard, she "is hard pressed" to
imagine a situation in which the fee would be warranted if the
case converts to Chapter 7.

In the Committee's application, FTI requested payment of a
$1,000,000 completion fee if the Debtors' case converts Chapter 7
of the Bankruptcy Code -- the same fee as if the Debtors
successfully confirm a plan.

                      About Dana Corporation

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  The company and its affiliates
filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y.
Case No. 06-10354).  Corinne Ball, Esq., and Richard H. Engman,
Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey
B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at
Jones Day in Cleveland, Ohio, represent the Debtors.  Henry S.
Miller at Miller Buckfire & Co., LLC, serves as the Debtors'
financial advisor and investment banker.  Ted Stenger from
AlixPartners serves as Dana's Chief Restructuring Officer.  Thomas
Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
$7.9 billion in assets and $6.8 billion in liabilities as of Sept.
30, 2005.  (Dana Corporation Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DANA CORP: Creditors Panel Retains Halperin as Conflicts Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Dana Corporation
and its debtor-affiliates' chapter 11 cases obtained permission
from the U.S. Bankruptcy Court for the Southern District of New
York to retain Halperin Battaglia Raicht, LLP, as its conflicts
counsel under a general retainer, nunc pro tunc, to March 31,
2006.

As reported in the Troubled Company Reporter on May 22, 2006,
the Committee needs the Halperin Battaglia's services to ensure
that the Committee receives seamless legal representation to the
extent of any actual or potential legal conflicts that may arise
in the Debtors' cases.

Alan D. Halperin, Esq., a member of Halperin Battaglia, told the
Court that counsel to the Committee Kramer Levin Naftalis &
Frankel LLP has identified a conflict with respect to certain of
the Debtors' prepetition lenders that will necessitate Halperin
Battaglia's involvement.  Hence, Halperin Battaglia will perform
these services to the Committee in lieu of Kramer Levin:

   -- review and analyze the liens of those lenders;

   -- conduct any necessary negotiations;

   -- file any necessary pleadings with the Court regarding those
      liens; and

   -- address the Committee's legal needs with respect to any
      other conflicts that may arise after Kramer Levin's
      notification.

Halperin Battaglia will be paid based on its regular hourly rates:

         Professional               Rate per Hour
         ------------               -------------
         Attorneys                   $395 to $175
         Law clerks                  $125
         Paraprofessionals           $100 to $75

Halperin Battaglia will also seek reimbursement of necessary and
reasonable out-of-pocket expenses.

Mr. Halperin assured the Court that Halperin Battaglia is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                      About Dana Corporation

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  The company and its affiliates
filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y.
Case No. 06-10354).  Corinne Ball, Esq., and Richard H. Engman,
Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey
B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at
Jones Day in Cleveland, Ohio, represent the Debtors.  Henry S.
Miller at Miller Buckfire & Co., LLC, serves as the Debtors'
financial advisor and investment banker.  Ted Stenger from
AlixPartners serves as Dana's Chief Restructuring Officer.  Thomas
Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
$7.9 billion in assets and $6.8 billion in liabilities as of Sept.
30, 2005.  (Dana Corporation Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DANA CORP: Wants to Continue Director Compensation Program
----------------------------------------------------------
Dana Corporation asks the Honorable Burton R. Lifland of the U.S.
Bankruptcy Court for the Southern District of New York for
permission to modify and continue its prepetition compensation
program for the non-employee members of its board of directors,
and perform its postpetition obligations under the program.

Dana also seeks the Court's authority to pay certain prepetition
fees and expenses owing to certain Directors totaling $57,500.

With Mercer Management Consulting's assistance, Dana developed
and implemented the Director Compensation Program.  Directors
were to receive retainers and fees under the Director
Compensation Program:

   Duty                        Fee
   ----                        ---
   Board participation         $40,000 annual retainer, plus a
                               $75,000 phantom stock unit grant

   In-person participation     $1,500 fee
   in a Board meeting

   Telephonic participation    $1,500 fee
   in a Board meeting

   Audit Committee and         $15,000 annual retainer
   Compensation Committee
   Chairs

   Governance and Nominating   $10,000 annual retainer
   Committee and Finance
   Committee Chairs

   Participation on the        $5,000 annual retainer
   Audit Committee and
   Compensation Committee

   Participation on the        $2,500 annual retainer
   Governance and Nominating
   Committee and Finance
   Committee

   In-person participation     $1,500 fee
   in a Committee meeting

   Telephonic participation    $1,000 fee
   in a Committee meeting

The $75,000 phantom stock unit grant was to be made annually to
each Director and was a form of deferred compensation.  Each
share of Phantom Stock held by a Director was to reflect the
value of Dana's common stock at the time of the transfer, but it
would not dilute Dana's common stock.  Upon a Director's
retirement, termination or resignation, the Director was to be
entitled to receive, at his or her prior election, the value of
his or her Phantom Stock, in cash or in equivalent shares of
Dana's common stock, based on the value of Dana's common stock at
that time.

After its bankruptcy filing, Dana reviewed the Director
Compensation Program to evaluate whether it was structured to
address current circumstances and anticipated demands on the Board
of Directors.  Among other things, Dana reviewed the Board Fees
under the Director Compensation Program and determined that the
Phantom Stock component no longer provided any value as a result
of the bankruptcy filing, thereby making the total value of the
Directors' compensation below market levels.  Dana determined that
this development would make it difficult to retain Directors with
the knowledge, skill, judgment and experience necessary to make
the complicated and important decisions they will be called upon
to make during the Debtors' Chapter 11 cases.

Similarly, Dana also determined to complete the implementation of
the Presiding Director concept to facilitate the work of
independent Directors.  Compensation for the Presiding Director
would be established based on anticipated service demands.

The Board of Directors began implementing the Presiding Direct
concept prior to Dana's bankruptcy filing by:

   (a) creating a job description for the Presiding Director,

   (b) establishing a two-year term for the Presiding Director,

   (c) selecting Richard B. Priory as the initial Presiding
       Director, and

   (d) reviewing the corporate structure of similar companies in
       the industry to determine the appropriate compensation for
       the Presiding Director.

              Modified Director Compensation Program

Dana now seeks to implement a modified Director Compensation
Program and to continue to perform its postpetition obligations
under that program.  Among other things, the Modified Director
Compensation Program will:

   (a) replace the Phantom Stock with equivalent cash
       compensation totaling $75,000,

   (b) authorize certain additional fees for the Presiding
       Director, and

   (c) otherwise reflect market levels for certain Board Fees.

The Additional Fees for the Presiding Director are comprised of:

   (a) a $30,000 annual retainer, and

   (b) $3,000 for each full or partial day that the Presiding
       Director travels for the performance of his duties as the
       Presiding Director provided that he is not at the time
       performing other services for the Board of Directors or
       any of its committees.

The Board Fees under the Modified Director Compensation Program
are:

   Duty                        Fee
   ----                        ---
   Board Participation         $115,000 annual retainer

   Presiding Director          $30,000 annual retainer

   Full or partial day spent   $3,000 per day fee
   traveling to perform
   duties as Presiding
   Director

   In-person participation     $1,500 fee
   in a Board meeting

   Telephonic participation    $1,000 fee
   in a Board meeting

   Audit Committee and         $15,000 annual retainer
   Compensation Committee
   Chairs

   Governance and Nominating   $10,000 annual retainer
   Committee and Finance
   Committee Chairs

   Participation on the Audit  $5,000 annual retainer
   Committee and Compensation
   Committee

   Participation on the        $2,500 annual retainer
   Governance and Nominating
   Committee and Finance
   Committee

   In-person participation     $1,500 fee
   in a Committee meeting

   Telephonic participation    $1,000 fee
   in a Committee meeting

According to Corinne Ball, Esq., at Jones Day, in New York, Dana
believes that the adoption and continuation of the Modified
Director Compensation Program constitutes use of estate assets in
the ordinary course of Dana's business.

"Without the Modified Director Compensation Program and assurance
that the Directors will be compensated in a manner consistent
with the market and reflective of the time commitment and
dedication necessary for active participation on the Board of
Directors during these chapter 11 cases, it would be difficult to
ensure the Directors' continued service," Ms. Ball says.

                  Prepetition Fees and Expenses

As of the Debtors' bankruptcy filing, several of the Directors
were owed or had accrued various sums for Prepetition Fees and
Expenses.  The Prepetition Fees and Expenses were due and owing as
of the March 3, 2006, because, among other things:

   (a) the Debtors filed their Chapter 11 petitions in the midst
       of their regular reimbursement and payment cycle; and

   (b) certain checks issued to the Directors prior to the
       March 3, 2006, including expense reimbursement checks, had
       not yet been presented for payment or had not yet cleared
       the banking system and accordingly, were not honored and
       paid as of March 3, 2006.

Ms. Ball assures the Court that the Debtors will not pay any
Prepetition Fees owing to or on account of any particular
Director in excess of the $10,000 allowable as a priority claim
under Section 507(a)(4) of the Bankruptcy Code.  Ms. Ball asserts
that the payment of the prepetition fees and expenses would not
deplete assets otherwise available to other unsecured creditors
under a plan.

The Prepetition Fees owed to the Directors are owed on account of
services provided to the Debtors and should be permitted to be
paid, up to the priority cap under Section 507(a)(4) of the
Bankruptcy Code, Ms. Ball says.  "Although the amount of the
Prepetition Expenses is not large, those expenses nevertheless
represent personal liabilities of the Directors incurred for
providing services to Dana, and should be paid to preserve the
goodwill and dedication of the Directors."

                      About Dana Corporation

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  The company and its affiliates
filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y.
Case No. 06-10354).  Corinne Ball, Esq., and Richard H. Engman,
Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey
B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at
Jones Day in Cleveland, Ohio, represent the Debtors.  Henry S.
Miller at Miller Buckfire & Co., LLC, serves as the Debtors'
financial advisor and investment banker.  Ted Stenger from
AlixPartners serves as Dana's Chief Restructuring Officer.  Thomas
Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
$7.9 billion in assets and $6.8 billion in liabilities as of Sept.
30, 2005.  (Dana Corporation Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DELPHI CORP: Withdraws Suit v. MDL Defendants Under Settlement
--------------------------------------------------------------
Delphi Corporation and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the Southern District of New
York to enter into settlement agreements with certain entities
known as the Morgan Defendants, Schunk Defendants and SGL
Defendants.

In 2002, The Morgan Crucible Company plc and its U.S. affiliate,
Morganite, Inc., pled guilty to the United States Department of
Justice's charges of participation in a global conspiracy to
suppress and eliminate competition by fixing the prices of
electrical carbon products.  Both companies paid fines aggregating
$11,000,000.

Four Morgan executives -- Ian P. Norris, Robin D. Emerson, Jacobus
Johan Anton Kroef, and F. Scott Brown -- were also charged in
connection with their role in the conspiracy.  Except for Mr.
Norris, who faces extradition from the United Kingdom, each of the
executives pled guilty, paid a fine, and served time in federal
prison.

In addition, the European Commission fined EUR101,440,000 against
participants in the price-fixing conspiracy.  In 2004, Morgan
Crucible and its Canadian affiliate, Morganite Canada Corporation,
pled guilty and paid CN$1,000,000 in fines for their roles in
implementing the price-fixing conspiracy in Canada.

A number of private antitrust class actions were filed in courts
throughout the United States against:

    -- The Morgan Crucible Company plc, Morganite Industries,
       Inc., Morganite, Inc., Morgan Advanced Materials and
       Technology, Inc., Morganite Electrical Carbon Ltd., and
       National Electrical Carbon Products, Inc.;

    -- Ludwig Schunk Stiftung e.V., Schunk GmbH, Schunk
       Kohlenstoff-Technik GmbH, Schunk of North America, Inc.,
       Schunk Graphite Technology LLC, Hoffmann & Co.
       Elektrokohle AG, and Hoffmann Carbon, Inc.;

    -- SGL Carbon AG and SGL Carbon, LLC;

    -- C. Conradty Nuernberg GmbH; and

    -- Le Carbone Lorraine S.A., Carbone Lorraine North America
       Corporation, and Carbone of America Industries
       Corporation;

Certain of these actions were ultimately consolidated before Judge
Jerome B. Simandle of the U.S. District Court for the District of
New Jersey in In re Electrical Carbon Products Antitrust
Litigation, MDL No. 1514, Master Docket No. 03-CV-2182 (JBS).

The class plaintiffs in the MDL Proceeding entered into settlement
agreements with the MDL Defendants.  In May 2005, the MDL Court
granted preliminary approval of the proposed settlements.  Shortly
thereafter, notice of the MDL Settlements was forwarded to all
class members.  Delphi Corporation was a member of the settlement
class.

Delphi and 13 other similarly situated companies believe that they
might be able to obtain a greater recovery than as a member of the
class by filing a separate lawsuit.  Thus, on August 19, 2005,
they requested exclusion from the settlement class in the MDL
Proceeding.

On September 23, 2005, Delphi and 13 other similarly situated
companies filed a complaint in the U.S. District Court for the
Eastern District of Michigan against the MDL Defendants.

The Complaint alleges that, from October 1988 through September
2001, the Defendants engaged in a worldwide conspiracy to fix,
raise, maintain, and stabilize prices and to allocate markets and
customers for Electrical Carbon Products sold in the United
States, Europe, and elsewhere.

Prior to the filing of the Action, Delphi settled and released its
claims against the Morgan Defendants.  Moreover, unlike the other
Plaintiffs, Delphi elected not to bring suit against the Schunk
Defendants.  Only the SGL Defendants were named as defendants by
Delphi in the Action.

Delphi did not make any purchases of Electrical Carbon Products
from the SGL Defendants, but brought the action against the SGL
Defendants on the basis of joint and several liability.

Shortly after the Action was transferred to the MDL Court, the
Plaintiffs agreed to a request from the parties in the MDL
Proceeding to participate in settlement negotiations with the MDL
Defendants.  After months of extensive arm's-length negotiations
under court supervision, the Plaintiffs entered into separate
stipulations and settlement agreements with each of the Morgan
Defendants, Schunk Defendants and SGL Defendants.  No agreement
was reached with the Carbone Defendants, and the Plaintiffs intend
to pursue their claims against the Carbone Defendants.

                      Settlement Agreements

In general, the Settlements provide that the Plaintiffs will:

   (a) dismiss the Action against the Settling Defendants and the
       Individual Defendants with prejudice and without costs;

   (b) withdraw their requests to exclude themselves from the
       Morgan, Schunk, and SGL MDL Settlements; and

   (c) release and discharge the Settling Defendants from all
       non-Foreign Claims arising from the Electrical Carbon
       Products price-fixing conspiracy.

The Schunk Defendants have agreed to pay the Plaintiffs an
additional aggregate sum.  The Schunk and SGL Defendants have
agreed to cooperate with the Plaintiffs in prosecuting the Action
against the Carbone Defendants.  The Morgan and Schunk Defendants
have agreed to toll, for 12 months, the relevant statutes of
limitation relating to the Plaintiffs' Foreign Claims.

In addition, as an inducement to Delphi and the other Plaintiffs
to rejoin some of the class settlements, class counsel in the MDL
Proceeding agreed to reduce their requested fees from the
settlement funds by $900,000.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, points out that the Debtors'
anticipated recovery from the Settlements would likely exceed
$1,100,000.  Prior to filing the Action, the Debtors' last
settlement demand to the Schunk Defendants was valued at
$380,000.  Thus, the Debtors' anticipated recovery as a result of
the Settlements is nearly three times their last settlement
demand.  Moreover, the Debtors made no purchases from the SGL
Defendants, but will share in the SGL Settlement.

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


DIGITAL LIGHTWAVE: Optel Capital Extends $2.1 Million Loan
----------------------------------------------------------
Digital Lightwave, Inc., borrowed $2.1 million from Optel Capital,
LLC, on May 15, 2006, to fund its obligation to pay the
Termination Fee to Lightwave Drive, L.L.C. pursuant to an
Expiration Agreement.

Digital Lightwave and Lightwave Drive are parties to a Lease
Expiration Agreement intended to accelerate the expiration of the
lease under which the Company occupies the property located at
15550 Lightwave Drive, Clearwater, Florida to May 31, 2006.  In
consideration for Lightwave Drive's agreement to accelerate the
expiration date pursuant to the Expiration Agreement, the Company
agreed to pay Lightwave Drive a termination fee of $2.1 million

                           Optel Loan

The loan from Optel is evidenced by a separate secured promissory
note, bears interest at 10.0% per annum, and is secured by a
security interest in substantially all of the Company's assets.
Principal and any accrued but unpaid interest under the secured
promissory note is due and payable upon demand by Optel at any
time after May 31, 2006; provided, however, that the entire unpaid
principal amount of each loan, together with accrued but unpaid
interest, shall become immediately due and payable upon demand by
Optel at any time on the occurrence of:

     a) the sale of all or substantially all of the Company's
        assets or, subject to certain exceptions, any merger or
        consolidation of the Company with or into another
        corporation;

     b) the inability of the Company to pay its debts as they
        become due;

     c) the dissolution, termination of existence, or appointment
        of a receiver, trustee or custodian, for all or any
        material part of the property of, assignment for the
        benefit of creditors by, or the commencement of any
        proceeding by the Company under any reorganization,
        bankruptcy, arrangement, dissolution or liquidation law or
        statute of any jurisdiction, now or in the future in
        effect;

     d) the execution by the Company of a general assignment for
        the benefit of creditors;

     e) the commencement of any proceeding against the Company
        under any reorganization, bankruptcy, arrangement,
        dissolution or liquidation law or statute of any
        jurisdiction, now or in the future in effect, which is not
        cured by the dismissal thereof within 90 days after the
        date commenced; or

     f) the appointment of a receiver or trustee to take
        possession of the property or assets of the Company.

The Company continues to have insufficient short-term resources
for the payment of its current liabilities.  As of May 15, 2006,
the Company has been unable to secure any financing agreement or
to restructure its financial obligations with Optel.

As of May 15, 2006, the Company owed Optel approximately $53.3
million in principal plus approximately $7.9 million of accrued
interest thereon, which debt is secured by a first priority
security interest in substantially all of the Company's assets and
such debt accrues interest at a rate of 10.0% per annum.  The
maturity dates and corresponding payment schedules related to
these obligations are:

     -- Secured Convertible Promissory Note.  Pursuant to that
        certain secured convertible promissory note, dated as of
        Sept. 16, 2004, the Company borrowed $27.0 million from
        Optel on the following terms:

             * Accrued and unpaid interest as of September 16,
               2004, plus interest that accrued on such accrued
               and unpaid interest and interest that accrued on
               the $27.0 million outstanding principal from
               September 16, 2004 became due and payable on
               September 16, 2005, is now currently due and
               payable on demand at any time, and as of May 15,
               2006 was approximately $3.7 million; and

             * Interest that accrues from September 17, 2005, is
               currently due and payable on demand at any time and
               as of May 15, 2006 was approximately $2.0 million;
               and

             * $27.0 million in principal is currently due and
               payable on demand at any time.

     -- Short-Term Notes.  Pursuant to those several short-term
        secured promissory notes issued by the Company to Optel
        since September 30, 2004, the Company has borrowed
        approximately an additional $26.3 million on these terms:

            * Approximately $22.5 million in principal, plus
              accrued interest that as of May 15, 2006 was
              approximately $2.2 million, is currently due and
              payable on demand at any time; and

            * Approximately $3.8 million in principal, plus
              accrued interest that as of May 15, 2006 was
              approximately $13,250, is due and payable on demand
              at any time after May 31, 2006.

            * Approximately $57.3 million of principal and accrued
              interest is currently due and payable on demand.

                      About Digital Lightwave

Based in Clearwater, Florida, Digital Lightwave, Inc., provides
the global communications networking industry with products,
technology and services that enable the efficient development,
deployment and management of high-performance networks.  The
Company designs, develops and markets a portfolio of portable
and network-based products for installing, maintaining and
monitoring fiber optic circuits and networks.  The Company's
product lines include: Network Information Computers, Network
Access Agents, Optical Test Systems, and Optical Wavelength
Managers.  The Company's wholly owned subsidiaries are Digital
Lightwave (UK) Limited, Digital Lightwave Asia Pacific Pty, Ltd.,
and Digital Lightwave Latino Americana Ltda.

                            *   *   *

As reported in the Troubled Company Reporter on May 11, 2006,
Grant Thornton LLP raised substantial doubt about Digital
Lightwave, Inc.'s ability to continue as a going concern following
its review of the Company's financial statements for the year
ended Dec. 31, 2005.  The auditing firm pointed to the Company's
net losses in the years 2004 and 2005 and capital and
stockholders' deficits as of Dec. 31, 2005.


E.SPIRE COMMUNICATIONS: Court Converts Cases to Chapter 7
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware converted
e.Spire Communications, Inc., and its debtor-affiliates' chapter
11 cases into chapter 7 liquidation proceedings.

As reported in the Troubled Company Reporter on May 8, 2006, Gary
F. Seitz, Esq., the Chapter 11 trustee appointed in the Debtors'
cases asked the Court to convert the Debtors' cases to liquidation
proceedings contending that the Debtors have become
administratively insolvent after the sale of substantially all of
their assets to Xspedius Management, Co., LLC, and Thermo Telecom
Partners, LLC.  Xspedius and Thermo Telecom assumed some of the
Debtors' debts pursuant to the terms of the sale.

Mr. McLaughlin argued that the Debtors no longer have enough money
to pay postpetition obligations incurred in the ordinary course of
business.  He said unfunded administrative expenses amount to
around $14 million.  Mr. McLaughlin adds the Debtors' businesses
could no longer be rehabilitated.

Headquartered in Columbia, Maryland, e.Spire Communications is a
facilities-based integrated communications provider, offering
traditional local and long distance Internet access throughout the
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on March 22, 2001 (Bankr. Del. Case No.
01-00974).  Chad Joseph Toms, Esq., and Domenic E. Pacitti, Esq.,
at Saul Ewing LLP, and James E. O'Neill, Esq., at Pachulski,
Stang, Ziehl, Young & Jones, represented the Debtors in their
chapter 11 proceedings.  The Court converted the Debtors' chapter
11 cases to chapter 7 liquidation proceedings on May 6, 2006.
Francis A. Monaco Jr., Esq., and Joseph J. Bodnar, Esq., at
Monzack and Monaco, P.A., represented the Official Committee of
Unsecured Creditors prior to the Debtors' cases being converted to
chapter 7.  When the Debtors filed for protection from their
creditors, they listed $911.2 million in total assets and
$1.4 billion in total debts.

Gary F. Seitz, Esq., formerly the Court-appointed Chapter 11
Trustee, has also been appointed as the Chapter 7 Trustee in the
Debtors' liquidation proceedings.  Daniel K. Astin, Esq., and
Anthony M. Saccullo, Esq., at The Bayard Firm; Erin Edwards, Esq.,
at Young Conaway Stargatt & Taylor LLP; and Deirdre M. Richards,
Esq., at Obermayer Rebmann Maxwell & Hippel LLP, represent Mr.
Seitz.


ECHOSTAR COMMS: March 31 Balance Sheet Upside-Down by $690 Mil.
---------------------------------------------------------------
Echostar Communications Corporation reported a $147,281,000 net
income on $2,289,706,000 of total revenue for the quarter ending
March 31, 2006.

Echostar's balance sheet at March 31, 2006 showed $8,934,670,000
in total assets and $9,625,067,000 in total liabilities, resulting
in a stockholders' deficit of $690,397,000.

The Company's balance sheet also showed $2,385,849,000 in total
current liabilities and $3,823,994,000 in total current assets.

Full-text copies of Echostar's financial statements for the
quarter ending March 31, 2006 are available for free at:

               http://researcharchives.com/t/s?aa7

Headquartered in Englewood, Colorado, EchoStar Communications
Corporation (NASDAQ: DISH) -- http://www.dishnetwork.com/--  
serves more than 12.2 million satellite TV customers through its
DISH Network(TM), a growing U.S. provider of advanced digital
television services.  DISH Network offers hundreds of video and
audio channels, Interactive TV, HDTV, sports and international
programming, together with professional installation and 24-hour
customer service.

                          *     *     *

On January 2006, Moody's assigned a stable outlook to Echostar's
Ba3 long term corporate family rating.

In the same month, Standard & Poor's also assigned a stable
outlook to the Company's BB long term foreign and local issuer
credit ratings.

Fitch placed the Company's subordinated debt rating at B on
Oct. 28, 2004 and assigned a stable outlook to the rating on
January 2006.


ENCOMPASS HOLDINGS: Files Amended 2003, 2004 & 2005 Financials
--------------------------------------------------------------
Encompass Holdings, Inc., fka Nova Communications Ltd., filed with
the Securities and Exchange Commission on May 31, 2006, its
amended financial statements for:

   -- the year ended Dec. 31, 2003;
   -- the first quarter ended March 31, 2004;
   -- the second quarter ended June 30, 2004;
   -- the third quarter ended Sept. 30, 2004;
   -- the year ended Dec. 31, 2004;
   -- the first quarter ended March 31, 2005;
   -- the year ended June 30, 2005;
   -- the first quarter ended Sept. 30, 2005;
   -- the second quarter ended Dec. 31, 2005;

The company's Statement of Operations showed:

                          For the period ended
             ---------------------------------------------
                Year       Quarter      Quarter    Quarter
              12/31/03    03/31/04     06/30/04   09/30/04
             ----------  -----------  ---------  ---------
Revenue          $9,768   $1,420,254     $5,550         $0

Net (Loss)  ($4,577,764) ($1,416,361) ($573,161) ($286,053)

                                 For the period ended
             -----------------------------------------------------------
                 Year      Quarter       Year      Quarter     Quarter
               12/31/04   03/31/05    06/30/05    09/30/05    12/31/05
             ----------  ---------   ----------  ----------  -----------
Revenue              $0   $145,000   $1,316,697  $1,119,416   $1,196,958

Net (Loss)  ($4,053,975) ($227,342) ($5,394,890)  ($874,355) ($1,194,177)

The company's Balance Sheet showed:

                          For the period ended
             ----------------------------------------------
                 Year      Quarter    Quarter      Quarter
               12/31/03    03/31/04   06/30/04    09/30/04
             ----------  ----------  ----------  ----------
Current
Assets         $112,443     $62,196     $53,690     $51,435

Total
Assets         $845,576  $1,005,707    $981,506    $979,251

Current
Debts        $1,484,256  $1,389,248  $1,256,208  $1,028,268

Total
Debt         $1,748,488  $1,829,480  $1,697,440  $1,471,000

Total
Stockholders'
Deficit       ($902,912)  ($823,773)  ($715,934)  ($491,749)

                                 For the period ended
            ------------------------------------------------------------
                Year      Quarter       Year        Quarter      Quarter
              12/31/04    03/31/05    06/30/05      09/30/05    12/31/05
            ----------  ----------   ----------  -----------  ----------
Current
Assets         $66,537    $179,603     $924,167     $799,814   $1,086,719

Total
Assets        $186,433    $411,946  $11,506,829  $11,531,371  $11,271,460

Current
Debts         $965,345  $1,345,750   $4,745,792   $5,454,505   $5,385,940

Total
Debt        $1,401,855  $1,839,260   $7,356,638   $8,019,705   $8,115,325

Total
Stockholders'
Equity     ($1,215,422) ($1,427,481) $4,150,191   $3,511,666   $3,156,135

                           Restatements

The consolidated financial statements have been restated to
reflect certain derivative instruments as liabilities, measured at
fair value, in the balance sheet and to recognize the change in
their fair value in the statement of operations.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 31, 2005,
Timothy L. Steers, CPA, LLC, in Portland, Oregon, expressed
substantial doubt about Nova Communications, Ltd.'s ability to
continue as a going concern after it audited the Company's
financial statements for the fiscal years ended June 30, 2005, and
Dec. 31, 2004, and 2003.  The auditing firm pointed to the
Company's significant operating losses, negative working capital,
and stockholders' deficiency.

Full-text copies of the amended financial statements are available
for free at:

   Period             URL
   ------             ---
   year ended
   Dec. 31, 2003      http://ResearchArchives.com/t/s?aad

   quarter ended
   March 31, 2004     http://ResearchArchives.com/t/s?ab2

   year ended
   June 30, 2004      http://ResearchArchives.com/t/s?ab0

   quarter ended
   Sept. 30, 2004     http://ResearchArchives.com/t/s?aae

   year ended
   Dec. 31, 2004      http://ResearchArchives.com/t/s?aac

   quarter ended
   March 31, 2005     http://ResearchArchives.com/t/s?ab1

   year ended
   June 30, 2005      http://ResearchArchives.com/t/s?aaf

   quarter ended
   Sept. 30, 2005     http://ResearchArchives.com/t/s?aa9

   quarter ended
   Dec. 31, 2005      http://ResearchArchives.com/t/s?aaa

Nova Communications Ltd. nka Encompass Holdings, Inc. (OTCBB:
ECMH) -- http://www.encompassholdings.com/-- is involved in
acquiring ownership interests in developing companies in a wide
range of industries and providing financing and managerial
assistance to those companies.  The Company currently has one
subsidiary, Aqua Xtremes, Inc., which is involved in manufacturing
and marketing a personal watercraft and the rotary engine that
drives the jet pump and propels the watercraft.  Aqua Xtremes,
Inc. in turn has a wholly owned subsidiary, Xtreme Engines, Inc.
At present, Encompass Holdings owns 51% of the issued and
outstanding common stock of Aqua Xtremes.


ENTERCOM COMMS: S&P Puts BB Corp. Credit Rating on Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Entercom
Communications Corp., including the 'BB' corporate credit rating,
on CreditWatch with negative implications.

The Bala Cynwyd, Pennsylvania-based radio broadcaster had
approximately $655 million of debt outstanding at March 31, 2006.

"The CreditWatch placement recognizes that Entercom's leverage is
stretched for the current rating level," said Standard & Poor's
credit analyst Alyse Michaelson Kelly.

Higher debt levels have resulted from share repurchases,
acquisitions, and EBITDA declines.  EBITDA growth has not
materialized as expected because of generally weaker-than-expected
radio advertising demand and challenges in the company's key,
large markets.

In resolving the CreditWatch listing, Standard & Poor's will
assess Entercom's ability to restore its debt to EBITDA ratio to a
range appropriate for a 'BB' rating.

Stagnant demand for radio advertising could limit credit profile
improvement, and there does not appear to be a meaningful catalyst
for growth in the intermediate term.  Standard & Poor's currently
believes that downgrade risk is limited to one notch.


ENTERGY NEW ORLEANS: To Sell Market Street Power Plant
------------------------------------------------------
The Council for the city of New Orleans has approved a resolution
allowing Entergy New Orleans, Inc.'s plan to sell its Market
Street power plant, Pam Radtke Russell of The Times-Picayune
reports.

ENOI has received offers from St. Raymond Development Company and
Samuel Development LLC, according to The Times-Picayune.  The sale
proceeds would go to help improve the reliability of the city's
power grid.

The Company considers the offer from Samuel Development
attractive, ENOI spokeswoman Beth Raley tells the newspaper.
Samuel offered to pay $10,000,000 for the property appraised at
$8,000,000.  Samuel also agreed to assume costs of relocating a
substation and transmission lines and the environmental
remediation of the building, which costs range from $9,000,000 to
$15,000,000.

Samuel proposes to develop the building for public use, which will
include a museum, a concert hall and shops, the paper discloses.
The land surrounding the building would be used for residential
development.

The Plant has been nominated as a historic landmark, and any
changes on its exterior must be approved by the Historic District
Landmark Commission.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ENTERGY NEW ORLEANS: Objects to Gordon & Lowenburg's Claims
-----------------------------------------------------------
Reverend C.S. Gordon, Jr., on behalf of the New Zion Baptist
Church, J. Michael Malek, Darryl Malec-Wiley, Willie Webb, Jr.,
Masison St. Charles LLC, dba Quality Inn Maison St. Charles; and
Thomas P. Lowenburg, Martin Adamo, Vern Baxter, Philip D. Carter,
Bernard Gordon, Leonard Levine, Ivory S. Madison and Donetta Dunn
Miller have filed a petition with the Civil District Court for the
Parish of New Orleans, raising issues relating to the
appropriateness of charges that Entergy New Orleans, Inc., has
flowed through its fuel adjustment clause.  Currently, there is a
pending Regulatory Appeal in the Louisiana Fourth Circuit.

The Gordon and Lowenburg Plaintiffs assert these claims pursuant
to their lawsuits, complaints and appeals:

   Claimant                Claim No.     Claim Amount
   --------                ---------     ------------
   Gordon Plaintiffs          329         $82,796,573
   Lowenburg Plaintiffs       328         240,000,000

Entergy New Orleans Inc. complains that the Claims are not
itemized and did not provide the details to how the claim amount
was calculated.  Thus, ENOI asks the U.S. Bankruptcy Court for the
Eastern District of Louisiana to require the Plaintiffs to amend
their Claims and state with specificity each component and
calculation.

ENOI also asserts that the Plaintiffs' Claims should be
disallowed.

Settled laws establish that the Council for the city of New
Orleans has exclusive authority over ENOI and its ratepayers.
Nan Roberts Eitel, Esq., at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, LLP, in Washington, DC, points out that the
Plaintiffs' Claims do not assert antitrust or other claims beyond
the exclusive jurisdiction of the Council.  If the Gordon
Plaintiff's Claim asserts claims that are outside the exclusive
jurisdiction of the Council, those claims have already been
asserted in the lawsuit filed in the Civil District Court for the
Parish of New Orleans.

The CDC lawsuit has been moved to the Eastern District of
Louisiana.  However, it is still not determined whether the CDC
Lawsuit will ultimately be referred to the Court or will be tried
by the district court or will be tried at all given the bankruptcy
claims process.

Ms. Eitel adds that the Plaintiffs' Claims should be disallowed
because only the pending regulatory proceeding appeal can
determine their Claims.  The Council has already rejected and paid
out virtually all of the Gordon Plaintiffs' claims in the CDC
lawsuit.  A Regulatory Appeal is pending in the Louisiana Fourth
Circuit, and Ms. Eitel asserts that the Fourth Circuit is the
proper venue of any of the Plaintiffs' Claims.

The Debtor also asserts that the Gordon Plaintiffs' Claim for
punitive damages should be disallowed.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FOAMEX INTERNATIONAL: Wants to Amend Senior DIP Facility
--------------------------------------------------------
Foamex International Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware's authority to amend
the Senior DIP Facility and make the Adequate Protection Payments.

In light of their improved financial performance, the Debtors also
ask their Senior DIP Lenders to reduce the interest rates provided
in the Senior DIP Facility.

In turn, the Debtors have agreed to pay a monthly interest as
additional adequate protection to the Senior Noteholders
commencing June 2006.

The Senior DIP Facility is amended to include:

    (1) The applicable margin for both Base Rate Revolving Loans
        and LIBOR Rate Revolving Loans is being reduced by 75
        basis points for the period June 1 to July 2, 2006.  For
        quarterly periods on and after July 3, the applicable
        margin will fluctuate based on the average availability
        during the relevant testing period, with the spread being
        at all times at least 50 basis points less than what is
        currently provided;

    (2) The existing minimum EBITDA covenant is modified to
        reflect an increase in the Debtors' projected earnings.
        EBITDA will be not less than:

           Fiscal Period                         Maximum EBITDA
           -------------                         --------------
           one month ending Oct. 30, 2005            $3,900,000
           two months ending Dec. 4, 2005             7,950,000
           three months ending Jan. 1, 2006           5,800,000
           four months ending Jan. 29, 2006           8,250,000
           five months ending Feb. 26, 2006          11,750,000
           six months ending April 2, 2006           16,250,000
           seven months ending April 30, 2006        45,104,000
           eight months ending May 28, 2006          53,944,000
           nine months ending July 2, 2006           56,426,000
           ten months ending July 30, 2006           61,710,000
           eleven months ending Aug. 27, 2006        67,970,000
           twelve months ending Oct. 1, 2006         79,942,000
           twelve months ending Oct. 29, 2006        83,593,000
           twelve months ending Dec. 3, 2006         78,733,000
           twelve months ending Dec. 31, 2006        75,644,000
           twelve months ending Jan. 28, 2007        76,100,000
           twelve months ending Feb. 25, 2007        77,700,000

    (3) Foamex further covenants with the Senior DIP Lenders that
        the leverage ratio will not be greater than:

           Date                          Leverage Ratio
           ----                          --------------
           April 30, 2006                  2.50 : 1.00
           May 28, 2006                    2.25 : 1.00
           July 2, 2006                    2.25 : 1.00
           July 30, 2006                   2.25 : 1.00
           August 27, 2006                 2.25 : 1.00
           October 1, 2006                 2.25 : 1.00
           October 29, 2006                2.25 : 1.00
           December 3, 2006                2.25 : 1.00
           December 31, 2006               2.25 : 1.00
           January 28, 2007                2.25 : 1.00
           February 25, 2007               2.25 : 1.00

    (4) Applicable Margin means:

        (a) from and after May 1, 2006, but before June 1, 2006,

            -- with respect to Base Rate Revolving Loans and all
               other Obligations (other than LIBOR Rate Revolving
               Loans), 1.00%, and

            -- with respect to LIBOR Rate Revolving Loans, 2.50%;

        (b) from and after June 1, 2006, but before July 3, 2006,

            -- with respect to Base Rate Revolving Loans and all
               other Obligations (other than LIBOR Rate Revolving
               Loans), 0.25%, and

            -- with respect to LIBOR Rate Revolving Loans, 1.75%;
               and

        (c) from and after July 3, 2006, these percentages of
            Average Availability for the Availability Test Period
            most recently ended:

                                         LIBOR Rate   Base Rate
                    Average              Revolving    Revolving
            Level   Availability         Loans        Loans
            -----   -----------          ----------   ---------
              1     Equal or greater          1.25%       0.00%
                    than $90,000,000

              2     Less than $90,000,000     1.50%       0.00%
                    but equal to or greater
                    than $60,000,000

              3     Less than $60,000,000     1.75%       0.25%
                    but equal to or greater
                    than $30,000,000

              4     Less than $30,000,000     2.00%       0.50%

    (5) "Eligible Inventory" is amended to increase the amount of
        work-in-progress that may be included in the borrowing
        base from $20,500,000 to $25,000,000.

    (6) Foamex will pay a $120,000 amendment fee to the Senior
        DIP Lenders, and a closing fee payable to Bank of
        America, N.A.

A full-text copy of the Amendment to the Senior DIP Facility is
available for free at:

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

The Debtors believe that savings from the rate reduction will
outweigh the cost of the Amendment Fees.  The Amendment Fees will
pay for themselves after September 2006.  The Debtors estimate an
annual interest and fee savings of $1,300,000 based on the current
balance of the Revolving Loans and Letters of Credit under the
Senior DIP Facility.

                    About Foamex International

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


FOAMEX INTERNATIONAL: Wants Until Sept. 14 to File Chapter 11 Plan
------------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, Foamex
International Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further extend
their exclusive periods to:

    (i) file a Chapter 11 plan through September 14, 2006; and
   (ii) solicit acceptances of the plan through November 13, 2006.

The Debtors and Alvarez & Marsal Business Consulting LLC are
almost done updating the Debtors' business plan and revising the
Debtors' projections, Pauline K. Morgan, Esq., at Young, Conaway,
Stargatt & Taylor LLP, in Wilmington, Delaware, informs the
Court.

The Debtors anticipate that A&M will soon complete the initial
phase of its work and provide the results of its analysis to the
Debtors' Board of Directors, the Ad Hoc Committee, the Official
Committee of Unsecured Creditors, and Steel Partners II, LP, on
meetings scheduled this June.

In the past two months, the Debtors:

    (1) established notice and hearing procedures to preserve
        their $292,000,000 net operating losses;

    (2) negotiated interest rate and fee reductions on their DIP
        revolving credit and term loans that are expected to
        result in $5,000,000 annual savings; and

    (3) executed confidentiality agreements with three of their
        new, large shareholders and have engaged them in
        preliminary restructuring discussions.

Despite these achievements, the Debtors need more time to
formulate a plan and to negotiate its terms with their significant
creditor and new shareholder constituents, Ms. Morgan maintains.

Ms. Morgan says that a further extension of the exclusive periods
will allow the Debtors to:

    (a) explore various financing alternatives to fund a plan of
        reorganization;

    (b) formulate a revised plan and negotiate its terms with key
        creditor and shareholder constituents; and

    (c) prepare and file a revised plan and disclosure statement
        and seek their approval.

                    About Foamex International

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


G+G RETAIL: Has Until August 22 to File Chapter 11 Plan
-------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York extended, until Aug. 22, 2006, the
period within which G+G Retail Inc. has the exclusive right to
file a chapter 11 plan.  Judge Drain also extended, until Oct. 23,
2006, the Debtor's exclusive period to solicit acceptances of that
plan.

The Debtor reminds the Court that since filing for bankruptcy, it
has devoted its time and effort to completing a transition from
operating as a chapter 11 debtor-in-possession to completing a
sale of substantially all of its assets.  The Debtor further tells
the Court that it has paid its debts as they come due and has
acted in good faith throughout the sale process and maximized the
value of its estate for the benefit of all creditors.

The Debtor says that because of this, it has managed to position
itself for the next phase of its case, which is the negotiation
and confirmation of a liquidating chapter 11 plan that allocates
the proceeds of the sale of its assets.

The Debtor tells the Court that the sale process has been closed
and it is now in the process of completing the formulation of an
appropriate plan of liquidation.  The Debtor contends that the
extension would enable it to complete and formulate a consensual
plan.

Headquartered in New York, New York, G+G Retail Inc. retails
ladies wear and operates 566 stores in the United States and
Puerto Rico under the names Rave, Rave Girl and G+G.  The Debtor
filed for Chapter 11 protection on Jan. 25, 2006 (Bankr.
S.D.N.Y. Case No. 06-10152).  William P. Weintraub, Esq., Laura
Davis Jones, Esq., David M. Bertenthal, Esq., and Curtis A.
Hehn, Esq., at Pachulski, Stang, Ziehl, Young & Jones P.C.
represent the Debtor in its restructuring efforts.  Scott L.
Hazan, Esq.. at Otterbourg, Steindler, Houston & Rosen, P.C.,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it estimated
assets of more than $100 million and debts between $10 million to
$50 million.


GATEWAY: Posts $1.7 Mil. Net Loss in 2006 1st Fiscal Quarter
------------------------------------------------------------
Gateway Distributors, Ltd., filed its first quarter financial
statements for the three months ended March 31, 2006, with the
Securities and Exchange Commission on May 22, 2006.

The Company reported an $1,762,550 net loss on $203,570 of sales
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $4,544,928
in total assets and $3,434,651 in total liabilities, resulting in
a $171,178 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.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?a9a

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 15, 2006,
Lawrence Scharfman & Co., CPA PC, in Boynton Beach, Florida,
raised substantial doubt about Gateway Distributors, Ltd.'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
need for additional working capital for its planned activity and
payment of debt.

                     About Gateway Distributors

Gateway Distributors, Ltd., markets and distributes different
nutritional and health products.  These products are intended to
provide nutritional supplementation to the users.  These products
are not intended to diagnose, treat, cure or prevent any disease.


GLOBAL HOME: Files Schedules of Assets and Liabilities
------------------------------------------------------
Global Home Products LCC, and its debtor-affiliates delivered to
the U.S. Bankruptcy Court for the District of Delaware their
schedules of assets and liabilities, disclosing:

                          Global Home Products
                          --------------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property                       $0
  B. Personal Property                   $0
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $311,656,546
  E. Creditors Holding
     Unsecured Priority Claims                           $5,000
  F. Creditors Holding
     Unsecured Nonpriority
     Claims
                                          --       ------------
     Total                                $0      [$311,661,546]


                         GHP Holding Company LLC
                         -----------------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property                       $0
  B. Personal Property                   $0
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $311,636,546
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding
     Unsecured Nonpriority
     Claims
                                          --       ------------
     Total                                $0       $311,636,546


                        GHP Operating Company LLC
                        -------------------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property
  B. Personal Property          $101,213,330
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $311,636,546
  E. Creditors Holding
     Unsecured Priority Claims                         $232,078
  F. Creditors Holding                              $32,593,954
     Unsecured Nonpriority
     Claims
                                ------------       ------------
     Total                      $101,213,330       $344,462,578


                          Mirro Acquisition Inc.
                          ----------------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property                       $0
  B. Personal Property                   $0
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $311,636,546
  E. Creditors Holding
     Unsecured Priority Claims                          $13,954
  F. Creditors Holding
     Unsecured Nonpriority
     Claims
                                          --       ------------
     Total                                $0       $311,650,500


                   Anchor Hocking Consumer Glass Corp.
                   -----------------------------------

    Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property                       $0
  B. Personal Property                   $0
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $311,636,546
  E. Creditors Holding
     Unsecured Priority Claims                          $47,538
  F. Creditors Holding
     Unsecured Nonpriority
     Claims
                                          --       ------------
     Total                                $0       $311,684,084


                             Anchor Hocking Inc.
                             -------------------

    Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property                       $0
  B. Personal Property                   $0
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $311,636,546
  E. Creditors Holding
     Unsecured Priority Claims                           $1,000
  F. Creditors Holding
     Unsecured Nonpriority
     Claims
                                          --       ------------
     Total                                $0       $311,637,546


                           Anchor Hocking Acquisition Inc.
                          -------------------------------

    Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property                       $0
  B. Personal Property                   $0
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $311,636,546
  E. Creditors Holding
     Unsecured Priority Claims                           $1,000
  F. Creditors Holding
     Unsecured Nonpriority
     Claims
                                          --       ------------
     Total                                $0       $311,637,546


                      Burnes Operating Company LLC
                      ----------------------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property               $12,339,446
  B. Personal Property           $92,846,059
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $312,079,509
  E. Creditors Holding
     Unsecured Priority Claims                       $1,124,273
  F. Creditors Holding                              $23,860,533
     Unsecured Nonpriority
     Claims
                                ------------       ------------
     Total                      $105,185,505       $337,064,315


Mirro Operating Company and Mirro Puerto Rico, Inc., filed a
consolidated summary of schedules disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property
  B. Personal Property           $53,807,089
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $311,636,546
  E. Creditors Holding
     Unsecured Priority Claims                          $74,613
  F. Creditors Holding                              $71,163,176
     Unsecured Nonpriority
     Claims
                                 -----------       ------------
     Total                       $53,807,089       $382,874,335

Anchor Hocking Operating Company LLC, Anchor Hocking CG Operating
Company LLC, and AH Acquisition Puerto Rico, Inc., filed a
consolidated summary of schedules disclosing:


     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property               $45,753,121
  B. Personal Property          $136,615,285
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $312,115,846
  E. Creditors Holding
     Unsecured Priority Claims                       $5,673,229
  F. Creditors Holding                              $86,405,371
     Unsecured Nonpriority
     Claims
                                ------------       ------------
     Total                      $181,368,406       $404,194,446

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


GLOBAL HOME: Panel Taps Lowenstein Sandler as Bankruptcy Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors Appointed in Global
Home Products, LLC, and its debtor-affiliates' chapter 11 cases,
asks the U.S. Bankruptcy Court for the District of Delaware for
permission to employ Lowenstein Sandler PC as its bankruptcy
counsel.

Lowenstein Sandler will:

    a. provide legal advice as necessary with respect to the
       Committee's powers and duties as an official committee
       appointed under Section 1102 of the Bankruptcy Code;

    b. assist the Committee in investigating the acts, conduct,
       assets, liabilities, and financial condition of the
       Debtors, the operation of the Debtors' business, potential
       claims, and any other matters relevant to the cases or to
       the formulation of a plan of reorganization;

    c. participate in the formulation of a plan;

    d. provide legal advice as necessary with respect to any
       disclosure statement and plan filed in the Debtors' chapter
       11 cases and with respect to the process for approving or
       disapproving a disclosure statement and confirming or
       denying confirmation of a plan;

    e. prepare on behalf of the Committee, as necessary,
       applications, motions, complaints, answers, orders,
       agreements and other legal papers;

    f. appear in Court to present necessary motions, applications,
       and pleading, and otherwise protect the interest of those
       represented by the Committee;

    g. assist the Committee in requesting the appointment of a
       trustee or examiner should an action be necessary; and

    h. perform other legal services as may be required and are in
       the interest of the Committee and creditors.

Kenneth A. Rosen, Esq., a member at Lowenstein Sandler, tells the
Court that the Firm's professionals bill:

      Professional                   Hourly Rate
      ------------                   -----------
      Partners                       $320 - $595
      Counsel                        $265 - $425
      Associates                     $165 - $300
      Legal Assistants                $75 - $150

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

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


GMAC 2005-C1: Fitch Affirms Six Certificates' Low-B Ratings
-----------------------------------------------------------
Fitch affirmed its ratings on these GMAC 2005-C1 commercial
mortgage pass-through certificates series:

  -- $54.7 million class A-1 'AAA'
  -- $343.9 million class A-1A 'AAA'
  -- $300 million class A-2 'AAA'
  -- $187.3 million class A-3 'AAA'
  -- $68.1 million class A-4 'AAA'
  -- $157.4 million class A-5 'AAA'
  -- $159.8 million class A-M 'AAA'
  -- $127.8 million class A-J 'AAA'
  -- Interest -only classes X-1 and X-2 at 'AAA'
  -- $34 million class B 'AA'
  -- $12 million class C 'AA-'
  -- $24 million class D 'A'
  -- $16 million class E 'A-'
  -- $16 million class F 'BBB+'
  -- $16 million class G 'BBB'
  -- $20 million class H 'BBB-'
  -- $6 million class J 'BB+'
  -- $6 million class K 'BB'
  -- $8 million class L 'BB-'
  -- $4 million class M 'B+'
  -- $4 million class N 'B'
  -- $4 million class O 'B-'

Fitch did not rate the $22 million class P.

The rating affirmations reflect stable transaction performance and
minimal paydown since issuance.  As of the May 2006 distribution
date, the pool's aggregate certificate balance has decreased 0.45%
to $1.59 billion from $1.60 billion at issuance.  Two loans
(2.53%) are specially serviced.

At issuance, Fitch credit assessed the General Motors Building and
the Loews Miami Beach loans.  These loans maintain their
investment grade credit assessments.  As of year-end 2005 the
General Motors Building was 94% occupied and the Loews Miami Beach
hotel had a revenue per average room of $202.8.  Both properties
remain stable since issuance.

The largest specially serviced loan (1.3%) is secured by a 258-
unit multifamily property located in San Marcos, Texas.  The loan
transferred to the special servicer due to monetary default and
the special servicer is currently pursuing foreclosure.  Recent
appraisal valuations indicate losses are likely upon the
liquidation of this asset.

The second largest loan in special servicing (12%) is secured by
240-unit multifamily property located in College Station, Texas.
The loan transferred to the special servicer due to monetary
default and the special servicer is currently pursuing
foreclosure.  Recent appraisal valuations indicate losses are
likely upon the liquidation of this asset.

The loans are not cross defaulted but have the same borrower.
Fitch expects that losses will be absorbed by the non-rated
class P.


GOODING'S SUPERMARKETS: Committee Hires Brumby as Special Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Gooding's
Supermarkets, Inc.'s chapter 11 cases obtained authority from the
U.S. Bankruptcy Court for the Middle District of Florida to retain
Andrew M. Brumby and the law firm of Shutts & Bowen LLP as its
special counsel.

Shutts & Bowen is expected to advise the Committee regarding any
settlement discussions or mediation of two actions styled:

   1) Gooding's Supermarkets, Inc. v. Water Tower Retail, LLC
      and Unicorp National Developments, Inc.; and

   2) Water Tower Retail, LLC v. Gooding's Supermarkets, Inc.

Both of these actions are currently pending in the Circuit Court
of the Ninth Judicial Circuit in and for Osceola County, Florida
under Case Numbers CI-05-002332 and CI-05-002510, respectively.

The cases pertain to issues arising out of a ground lease dated
June 12, 2002, between the Debtor and Water Tower Retail, LLC,
pursuant to which the Debtor paid for the construction of the
anchor grocery store building in the Water Tower Place at
Celebration Retail Center located at 6070 West Irlo Bronson
Highway in Celebration, Osceola County, Florida.

Mr. Burby will be primarily responsible for Shutts & Bowen's
representation of the Committee and his standard hourly rate is
$330 per hour.  No hourly rates for the firm's other professionals
were stated in the Debtor's application.

The Committee assures the Court that Shutts & Bowen does not hold
any interest adverse to the Debtor's estate and is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.

Headquartered in Orlando, Florida, Gooding's Supermarkets, Inc.,
dba Gooding's, offers catering services and operates a chain of
supermarkets in Central Florida.  The Company filed for chapter 11
protection on Dec. 30, 2005 (Bankr. M.D. Fla. Case No. 05-17769).
R. Scott Shuker, Esq., at Gronek & Latham LLP represents the
Debtor.  W. Glenn Jensen, Esq., at Akerman Senterfitt represents
the Official Committee of Unsecured Creditors.  When the Debtor
filed for protection from its creditors, it estimated assets of $1
million to $10 million and debts of $10 million to $50 million.


GOODING'S SUPERMARKETS: Can File Chapter 11 Plan Until June 16
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
Gooding's Supermarkets, Inc., until June 16, 2006 to file its
chapter 11 plan of reorganization.

The Court also extended the Debtor's exclusivity period until
Sept. 1, 2006, provided a plan has been filed by June 16.

As reported in the Troubled Company Reporter on May 18, 2006,
the Debtor asked for extension of its plan filing period until
May 30, 2006 and its exclusive period for solicitation until
August 27, 2006.

The Debtor did not cite any cause or raise any argument for the
extension in its 2-page motion.

In its 2-page order, the Court did not give reasons why its dates
of extension differ from what the Debtor requested.

Headquartered in Orlando, Florida, Gooding's Supermarkets, Inc.,
dba Gooding's, offers catering services and operates a chain of
supermarkets in Central Florida.  The Company filed for chapter 11
protection on Dec. 30, 2005 (Bankr. M.D. Fla. Case No. 05-17769).
R. Scott Shuker, Esq., at Gronek & Latham LLP represents the
Debtor.  W. Glenn Jensen, Esq., at Akerman Senterfitt represents
the Official Committee of Unsecured Creditors.  When the Debtor
filed for protection from its creditors, it estimated assets of $1
million to $10 million and debts of $10 million to $50 million.


GRANITE BROADCASTING: Expects to Make Interest Payment by June 30
-----------------------------------------------------------------
Granite Broadcasting Corporation expects to make its June 1, 2006
interest payment of $19.7 million on its 9-3/4% Senior Secured
Notes Due 2010 within the 30-day grace period provided in the
indenture governing the notes.  The Company expects to make the
interest payment upon the closing of the sales of its San
Francisco and Detroit television stations.  The sales of the
stations, which are subject to FCC approval, the restructuring of
certain programming obligations, and customary closing conditions,
are expected to close by June 30, 2006.

Granite Broadcasting Corporation  (OTCBB: GBTVK) owns and
operates, or provides programming, sales and other services to 13
channels in the following 8 markets: San Francisco, California,
Detroit, Michigan, Buffalo, New York, Fresno, California,
Syracuse, New York, Fort Wayne, Indiana, Peoria, Illinois, and
Duluth, Minnesota-Superior, Wisconsin.  The Company's station
group includes affiliates of the NBC, CBS, ABC, WB and UPN
networks, and reaches approximately 6% of all U.S. television
households.

                         *     *     *

Moody's Investors Service lowered Granite Broadcasting
Corporation's corporate family rating to Caa2 from Caa1 and
preferred stock rating to C from Ca following the company's
announcement that it intends to market its two WB affiliate
stations while AM Media Holdings LLC evaluates is interest in
purchasing these assets in light of the likely loss of the WB
affiliation when the network ceases operations in 2006.
Additionally, Moody's affirmed the B3 rating on the company's
senior secured notes.  Moody's said the outlook remains negative.


GRANITE BROADCASTING: S&P Places Ratings on Default
---------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Granite
Broadcasting Corp. to 'D ' from 'CCC-', because the company did
not make its June 1, 2006, interest payment of $19.7 million on
its 9.75% senior secured notes due 2010.

Granite announced that it intends to make the interest payment
within the 30-day grace period provided in the indenture governing
the notes.  The company expects to make the interest payment upon
the closing of the previously announced sales of its San Francisco
and Detroit, Michigan, TV stations for $150 million in cash,
before closing and other adjustments.

Standard & Poor's expects the sales of the stations to close by
June 30, 2006, subject to:

   * FCC approval;
   * the restructuring of certain programming obligations; and
   * customary closing conditions.

"If Granite makes the required interest payment within the grace
period, then we could raise the ratings, most likely to the 'CCC'
area," said Standard & Poor's credit analyst Alyse Michaelson
Kelly.

"This would follow our assessment of the company's use of station
sale proceeds and its ability to continue meeting its financial
obligations on a timely basis in the intermediate term."


GREEN TREE: S&P Places Class B-1 Transaction's Rating on Default
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class
B-1 from Green Tree Financial Corp. Man Hsg Trust 1998-5 to 'D'
from 'CCC-'.

The lowered rating reflects the reduced likelihood that investors
will receive timely interest and ultimate repayment of their
original principal investment.  The transaction reported an
outstanding liquidation loss interest shortfall for class B-1 on
the June 2006 payment date.

Standard & Poor's believes that interest shortfalls for this
transaction will continue to be prevalent in the future, given the
adverse performance trends displayed by the underlying pool of
collateral, as well as the location of subordinate class write-
down interest at the bottom of the transaction's payment
priorities (after distributions of senior principal).

As of the June 2006 payment date, series 1998-5 had experienced a
cumulative net loss of 11.80% of the initial pool balance.

Standard & Poor's will continue to monitor the outstanding ratings
associated with this transaction in anticipation of future
defaults.


GREENMAN TECH: March 31 Balance Sheet Upside Down by $11.3 Mil.
---------------------------------------------------------------
Greenman Technologies, Inc., filed its financial statements for
the three months ended March 31, 2006, with the Securities and
Exchange Commission on May 23, 2006.

The Company reported a $1,280,501 net loss on $3,911,225 of net
sales for the second fiscal quarter of 2006.

At March 31, 2006, the Company's balance sheet showed $9,582,964
in total assets and $20,955,961 in total liabilities, resulting in
a $11,372,997 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $3,214,205 in total current assets available to pay
$14,788,126 in total current liabilities coming due within the
next 12 months.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?a8a

                        Going Concern Doubt

Wolf & Company, PC, in Boston, Massachusetts, raised substantial
doubt about GreenMan Technologies Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the year ended Sept. 30, 2005.  The auditor pointed
to the Company's losses from operations and working capital
deficiency of $8,667,886 at September 30, 2005.

                          About GreenMan

GreenMan Technologies, Inc., markets scrap granular tires in the
United States.   The company's products are used as a tire-derived
fuel used by pulp and paper producers.


HCA INC: Inks Modified Purchase Agreement with LifePoint Hospitals
------------------------------------------------------------------
HCA Inc. signed a modified purchase agreement for the sale of four
hospitals in West Virginia and Virginia to LifePoint Hospitals,
Inc., for a base purchase price of $239 million, plus price
adjustments for capital expenditures and certain working capital
items (including inventory and the assumption of employee paid-
time-off) of approximately $15 million as of April 30, 2006.

The original agreement reported last year, involved five
facilities including Putnam General Hospital in West Virginia,
which is not part of the modified agreement.  HCA will continue to
operate Putnam General and evaluate how to position the hospital
to help ensure its future success.  The facilities included in the
modified agreement are:

   * 200-bed Clinch Valley Medical Center, Richlands, Virginia;
   * 325-bed St. Joseph's Hospital, Parkersburg, West Virginia;
   * 155-bed Saint Francis Hospital, Charleston, W. Virginia; and
   * 369-bed Raleigh General Hospital, Beckley, West Virginia.

The transaction is expected to close by June 30, 2006.

                         About LifePoint

Headquartered in Brentwood, Tennessee, LifePoint Hospitals, Inc.
-- http://www.lifepointhospitals2.com/-- is a leading hospital
company focused on providing healthcare services in non-urban
communities.  Of the Company's 49 hospitals, 47 are in communities
where LifePoint Hospitals is the sole community hospital provider.
LifePoint Hospitals' non-urban operating strategy offers continued
operational improvement by focusing on its five core values:
delivering compassionate, high quality patient care, supporting
physicians, creating excellent workplaces for its employees,
providing community value and ensuring fiscal responsibility.
LifePoint Hospitals is affiliated with approximately 19,000
employees.

                            About HCA

Headquartered in Nashville, Tennessee, HCA (Hospital Corporation
of America) Inc. -- http://www.hcahealthcare.com/-- is the
nation's leading provider of healthcare services, composed of
locally managed facilities that include approximately 182
hospitals and 94 outpatient surgery centers in 22 states, England
and Switzerland.  At its founding in 1968, HCA was one of the
nation's first hospital companies.

                          *     *     *

As reported in the Troubled Company Reporter on May 29, 2006,
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.


HI-LIFT OF NEW YORK: Hires Finkel Goldstein as Bankruptcy Counsel
-----------------------------------------------------------------
Hi-Lift of New York, Inc., and TMR Realty Inc. obtained authority
from the U.S. Bankruptcy Court for the Eastern District of New
York to employ Finkel Goldstein Rosenbloom & Nash, LLP, as their
bankruptcy counsel.

Finkel Goldstein is expected to:

    a. provide the Debtors with necessary legal advice in
       connection with the operation and rehabilitation of their
       businesses during the chapter 11 proceedings;

    b. represent the Debtors in all Court proceedings and
       proceedings before the U.S. Trustee;

    c. prepare on behalf of the Debtors all necessary petitions,
       orders, application, motions, reports and other legal
       papers and plan documents;

    d. examine any liens, transfer, and claims and to bring
       necessary adversary proceedings or objection in connection
       with the Debtors' chapter 11 cases; and

    e. perform all other legal services for the Debtors as
       necessary.

Kevin J. Nash, Esq., a partner at Finkel Goldstein, tells the
Court that the firm received a $12,000 retainer prior to the
Debtors bankruptcy filing.

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

Mr. Nash can be reached at:

       Kevin J. Nash, Esq.
       Finkel Goldstein Rosenbloom & Nash, LLP
       26 Broadway
       New York, New York 10004
       Tel: (212) 344-2929

Headquartered in Farmingdale, New York, Hi-Lift of New York, Inc.,
sells and distributes Toyota tractors and forklifts.  The Company
and its affiliate TMR Realty Inc., which is engaged in the real
estate business, filed for bankruptcy protection on April 3, 2006
(Bank. E.D.N.Y. Case Nos. 06-40943 and 06-40942) Kevin J. Nash,
Esq., at Finkel Goldstein Rosenbloom & Nash, LLP, represent the
Debtors in their restructuring.  No Official Committee of
Unsecured Creditors has been appointed in the Debtors' chapter 11
cases.  Hi-Lift of New York reported assets between $1 million and
$10 million and debts between $10 million and $50 million when it
filed for bankruptcy.  TMR Realty had assets between $50,000 and
$1 million and debts between $100,000 and $10 million.


INDYMAC HOME: Moody's Puts Low-B Rating on Two Cert. Classes
------------------------------------------------------------
Moody's Investors Service assigned Aaa ratings to the senior
certificates issued by IndyMac Home Equity Mortgage Loan Asset-
Backed Trust, Series INDS 2006-A and ratings ranging from Aa1 to
Ba2 to the subordinated certificates in the deal.

The securitization is backed by IndyMac Bank F.S.B. fixed-rate
closed-end second mortgage loans.  The ratings are based primarily
on the credit quality of the loans, and on the protection from
subordination, overcollateralization, interest rate swap and
excess spread.  Moody's expects collateral losses to range from
9.25% to 9.75%.

IndyMac Bank F.S.B. will service the loans. Moody's assigned
IndyMac Bank F.S.B its servicer quality rating as a primary
servicer of subprime loans.

The complete rating actions:

Issuer: IndyMac Home Equity Mortgage Loan Asset-Backed Trust, INDS
2006-A

   * Cl. A, Assigned Aaa

   * Cl. M-1, Assigned Aa1

   * Cl. M-2, Assigned Aa2

   * Cl. M-3, Assigned Aa3

   * Cl. M-4, Assigned A1

   * Cl. M-5, Assigned A2

   * Cl. M-6, Assigned A3

   * Cl. M-7, Assigned A3

   * Cl. M-8, Assigned Baa1

   * Cl. M-9, Assigned Baa3

   * Cl. M-10, Assigned Baa3

   * Cl. B-2, Assigned Ba1

   * Cl. B-3, Assigned Ba2


INSEQ CORP: Acquiring GreenShift's "Clean Energy" Companies
-----------------------------------------------------------
INSEQ Corporation executed agreements with GreenShift Corporation,
its majority shareholder, to acquire GreenShift's stakes in
Sterling Planet, Inc., TerraPass, Inc., as well as GreenShift's
various pre-revenue clean energy project development companies.

Pursuant to the acquisition agreement, INSEQ agreed to acquire
GreenShift's stakes in Sterling Planet and TerraPass and 100% of
the issued and outstanding stock of GreenShift's newly formed pre-
revenue clean energy project development companies, GS Solar,
Inc., GS Wind, Inc., GS Hydro, Inc., and GS Wave, Inc., in return
for 450,000 shares of INSEQ's Series C Preferred Stock.  These
shares are in addition to GreenShift's existing 80% stake in
INSEQ.  Shares of INSEQ's Series C Preferred Stock have a face
value of $1 per share and are convertible into INSEQ common stock
at the rate of $0.01 per common share.

INSEQ will change its name to GS Energy Corporation in conjunction
with the closing of this acquisition, which is scheduled on or
before June 30, 2006.

"The acquisition of these clean energy companies marks a shift in
INSEQ's business model to clean energy production and sales," said
Kevin Kreisler, INSEQ's chairman and chief executive officer.
"Sterling Planet is the nation's leading retail provider of
renewable energy certificates, or Green Tags.  They are also
forging new and very exciting ground with their sales of energy
efficiency certificates, or White Tags(TM).  We intend to invest
aggressively in the sales growth of both Green Tags and White
Tags."

Kreisler added: "We also plan to directly develop clean energy
production projects, with an emphasis on distributed solar, wind,
hydro and wave power projects, and we intend to rely on our
existing manufacturing division to provide infrastructure support
services for these projects in addition to this division's current
clean technology manufacturing business.  We are very excited by
this transaction."

                       About Sterling Planet

Sterling Planet is the nation's leading retail provider of solar,
wind and other clean, renewable energy through direct sales and
electric utility partnerships.  Founded in 2000, Sterling Planet
was the first company to offer Renewable Energy Certificates to
every U.S. home and business and is now introducing Energy
Efficiency Certificates, or White Tags(TM) to the U.S. market.

                         About TerraPass

TerraPass -- http://www.terrapass.com/-- has a service that helps
to eliminate personal vehicle contributions to global warming by
issuing a "TerraPass" to its members.  TerraPass then uses its
members' contributions to promote global energy efficiency and
greenhouse gas reduction through investment in targeted clean
energy projects.  It is through these clean energy projects that
TerraPass counterbalances pollution from its members' vehicles.

                           About INSEQ

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

                            *   *   *

                         Going Concern Doubt

Rosenberg Rich Baker Berman & Company, P.A., in Bridgewater, New
Jersey, raised substantial doubt about INSEQ Corporation's ability
to continue as a going concern after auditing the Company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditor pointed to the Company's operating losses and
working capital deficits.


INT'L PAPER: To Sell Unit to Apollo Management for $1.4 Billion
---------------------------------------------------------------
International Paper signed a definitive agreement to sell its
coated and supercalendered papers business to CMP Holdings LLC,
an affiliate of Apollo Management L.P. for approximately
$1.4 billion, subject to certain post-closing adjustments.  The
coated and supercalendered papers business includes four paper
mills, located in Jay, Maine; Bucksport, Maine; Quinnesec,
Michigan; and Sartell, Minnesota, and generated $1.6 billion in
sales in 2005.  The transaction is expected to close in mid-summer
2006, subject to various closing conditions including receipt of
financing, regulatory approvals and other customary conditions.

The purchase price consists of approximately $1.37 billion in cash
plus approximately $30 million in the form of a 10% limited
partnership interest in CMP Investments LP, the parent company of
CMP Holdings LLC.  This interest includes the right to receive
certain additional payments contingent upon the buyer's
achievement of certain investment return hurdles.

The transaction is part of IP's transformation plan to focus on
uncoated papers and industrial and consumer packaging globally.
Expected proceeds from divestitures announced to date, including
coated papers, are approximately $9.1 billion.

"The coated papers sale agreement is another important step in
transforming International Paper to narrow our focus, strengthen
our returns and improve value for our shareowners," John Faraci,
IP chairman and chief executive, said.  "Our coated papers unit is
a good business, with talented leadership, excellent employees,
quality brands and an outstanding customer base.  This business
has been an important contributor to International Paper, and we
expect it will continue to thrive under new ownership."

"We are excited to be purchasing International Paper's Coated and
SC Paper business, an asset with a leadership position in the
North American coated papers markets," Scott Kleinman, a partner
at Apollo Management, said.  "We view the company as an excellent
business and look forward to the opportunity to invest alongside a
strong management team with whom we will work to grow the business
and realize the full potential of the company's leading market
positions."

International Paper's coated and supercalendered papers business
annually produces approximately 2 million tons of coated freesheet
and coated groundwood papers for the magazine, catalog and retail
insert markets.  Its brands include Advocate(R), Influence(R),
Liberty(TM), Savvy(R), Trilogy(R) and Velocity(TM).  The business,
headquartered in Memphis, Tennessee, employs approximately 3,000
people.

                     About Apollo Management

Apollo Management, L.P., founded in 1990, is among the most active
and successful private investments-firms in the United States
in terms of both number of investment transactions completed
and aggregate dollars invested.  Since its inception, Apollo
has managed the investment of an aggregate of approximately
$13 billion in equity capital in a wide variety of industries,
both domestically and internationally, and is currently managing
Apollo Investment Fund VI, L.P., its most recent fund with
committed capital of $10.1 billion.

                    About International Paper

Based in Stamford, Connecticut, International Paper Company --
http://www.internationalpaper.com/-- is a leader in the forest
products industry for more than 100 years.  The company is
currently transforming its operations to focus on its global
uncoated papers and packaging businesses, which operate and serve
customers in the U.S., Europe, South America and Asia.  These
businesses are complemented by an extensive North American
merchant distribution system.  International Paper is committed
to environmental, economic and social sustainability, and has a
long-standing policy of using no wood from endangered forests.

                         *     *     *

Moody's Investors Service assigned a Ba1 senior subordinate rating
and Ba2 Preferred Stock rating on International Paper Company in
Dec. 5, 2005.


IRA CONKLIN: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: Ira D. Conklin & Sons, Inc.
                94 Stewart Avenue, P.O. Box 7457
                Newburgh, New York 12550
                Tel: (845) 561-1512

Case Number: 06-35537

Involuntary Petition Date: June 5, 2006

Chapter: 11

Court: Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Petitioners' Counsel: Dana Patricia Brescia, Esq.
                      Alter & Goldman
                      550 Mamaroneck Avenue
                      Harrison, New York 10528
                      Tel: (914) 670-0030
                      Fax: (914) 670-0031

   Petitioners                     Nature of Claim   Claim Amount
   -----------                     ---------------   ------------
Muchnick, Golieb & Golieb, P.C.    Legal Services        $100,000
Attn: Howard Muchnick, President
200 Park Avenue South
Suite 1700
New York, NY 10003

MGM Construction Corp.             Construction Loan     $100,000
Attn: Tony Carpiento, President
16 Wampus Avenue
Armonk, NY 10504

State Street Maintenance Corp.     Long-Term Obligation   $66,000
Attn: Cathy Matiello, President
19 Hampden Place
Katonah, NY 10536

Kenneth Gunshor                    Legal Services         $25,000
100 South Bedford Road
Suite 150
Mount Kisco, New York 10549
Tel: (914) 241-1094

Michelle Savino                    Promissory Note        Unknown
12 June Road
North Salem, NY 10560


JAMES ELWYN: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: James Elwyn James, M.D.
        P.O. Box 245
        Moore, South Carolina 29369

Bankruptcy Case No.: 06-02355

Chapter 11 Petition Date: June 4, 2006

Court: District of South Carolina (Spartanburg)

Debtor's Counsel: Robert H. Cooper, Esq.
                  3523 Pelham Road, Suite B
                  Greenville, South Carolina 29615
                  Tel: (864) 271-9911
                  Fax: (864) 232-5236

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 2 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Deutsche Bank National           Estimated Real         $20,000
Trust Company                    Estate Deficiency
fka Bankers Trust Company
7105 Corporate Drive
MS PTX B 35
Plano, TX 75024

MBNA America Bank                Credit Card Account     $8,200
655 Paper Mill Road
Wilmington, DE 19884-1411


KAISER ALUMINUM: Wants Los Angeles Pension Plan Terminated
----------------------------------------------------------
Kaiser Aluminum & Chemical Corporation asks the U.S. Bankruptcy
Court for the District of Delaware to:

    -- approve the distress termination of the Los Angeles Plan
       pursuant to Section 4041(c)(2)(B) of the Employee
       Retirement Income Security Act of 1974; and

    -- authorize the implementation of KACC's participation in the
       Teamsters Pension Plan pursuant to Section 363(b) of the
       Bankruptcy Code.

As of their bnakruptcy filing, KACC sponsored eight pension plans
covering hourly and union employees, and salaried employees.

The pension plans that cover hourly and union employees are:

    * Kaiser Aluminum Pension Plan
    * Kaiser Aluminum Inactive Pension Plan
    * Kaiser Aluminum Los Angeles Extrusion Pension Plan
    * Kaiser Center Garage Pension Plan
    * Kaiser Aluminum Tulsa Pension Plan
    * Kaiser Aluminum Bellwood Pension Plan
    * Kaiser Aluminum Sherman Pension Plan

In 2003 and 2004, the Debtors encountered certain issues relating
to their pension obligations with their retired and union
employees.  To put an end to those issues, the Debtors asked the
Bankruptcy Court to:

    * determine that the financial requirement for a distress
      termination of each Hourly Plans were satisfied;

    * approve a distress termination of certain Hourly Plans; and

    * authorize implementation of certain replacement defined
      contributions.

Among other things, the Bankruptcy Court approved the distress
termination of each of the Hourly Plans other than the Inactive
Plan, the Los Angeles Plan and the Garage Plan.  In addition, the
Bankruptcy Court authorized the replacement defined contribution
plans, subject to the Pension Benefit Guaranty Corporation's right
to review and challenge the plans.

The PBGC took an appeal from the Bankruptcy Court's decision to
the District Court.

To resolve the PBGC and the Debtors' dispute over the Distress
Termination Order, the parties entered into a settlement
agreement.  But before the Bankruptcy Court could approve the
Settlement Agreement, the U.S. District Court for the District of
Delaware affirmed the Distress Termination Order.

As a result, the PBGC filed a notice of appeal with the U.S.
Court of Appeals for the Third Circuit seeking a review of the
District Court's ruling.

The parties subsequently modified the PBGC Settlement Agreement so
that the PBGC could pursue its appeal to the Third Circuit.  The
modifications provide that:

    -- irrespective of the outcome, no party may seek further
       appellate review;

    -- if the PBGC prevails in the Appeal, KACC will retain the
       remaining Hourly Plans, including the Los Angeles Plan; and

    -- if KACC prevails in the PBGC Appeal, the PBGC will approve
       the distress termination of, and assume responsibility for,
       the remaining Hourly Plans other than the Garage Plan.

The PBGC's Appeal is still pending for the Third Circuit's
decision.

                     Teamsters' New Labor Pact

In April 2006, KAAC and the Teamster Local 986 Miscellaneous
Warehouseman Drivers and Helpers of the International Brotherhood
of Teamsters entered into a new three-year collective bargaining
agreement.  The Unions are covered under the Los Angeles Plan.

Paul N. Heath, Esq., at Richards, Layton & Finger, in Wilmington,
Delaware, tells the Court that the new CBA includes a letter
agreement that relates to the pending PBGC Appeal and the
potential termination of the Los Angeles Plan.

The Letter Agreement provides that in the event that:

    (i) KAAC prevails in the PBGC Appeal, the Los Angeles Plan
        will be terminated and replaced with KAAC's participation
        in the Teamsters' multi-employer pension trust, the
        Western Conference of Teamsters Trust; and

   (ii) PBGC prevails in its Appeal, KACC will continue to
        maintain the Los Angeles Plan through the three-year term
        of the new collective bargaining agreement.

Mr. Heath notes that KAAC's monthly contribution per employee to
the Teamsters Pension Plan would be up to $1 an hour for each hour
worked.  The Teamsters Pension Plan invests the funds received
from the employer participants and determines the pension benefits
that will be paid at retirement.  KACC's only liability in respect
of the Teamsters Pension Plan will be its monthly obligation to
pay the agreed contribution based on hours worked.

Mr. Heath says that KACC's participation in the Teamsters Pension
Plan was negotiated as part of the new CBA.  The Debtors believe
that participation in the Teamsters Pension Plan is both cost-
effective and warranted under Section 363(b).

                       About Kaiser Aluminum

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 97; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KINGSLEY COACH: Equity Deficit Widens to $2.9 Million at March 31
-----------------------------------------------------------------
Kingsley Coach, Inc., filed its first quarter financial statements
for the three months ended March 31, 2006, with the Securities and
Exchange Commission on May 22, 2006.

The Company reported a $562,750 net loss on $1,197,867 of revenues
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $2,295,048
in total assets and $5,204,464 in total liabilities, resulting in
a $2,909,416 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $1,561,445 in total current assets available to pay
$5,188,724 in total current liabilities coming due within the next
12 months.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?a96

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 25, 2005,
Mantyla McReynolds, LLC, expressed substantial doubt about The
Kingsley Coach, Inc.'s ability to continue as a going concern
after auditing the Company's financial statements for the fiscal
years ended June 30, 2005, and 2004.  The auditing firm pointed to
the Company's accumulated losses since inception and negative
working capital as of June 30, 2005.

                       About Kingsley Coach

The Kingsley Coach, Inc. -- http://www.kingsleycoach.com/--  
manufactures motor homes, medical transport vehicles and emergency
response vehicles, under the trade name "Kingsley Coach."
Although available for a broad variety of uses, each Kingsley
Coach has the same structural design.


KMART CORP: Big Beaver Settles LaSalle Bank's Claim for $22 Mil.
----------------------------------------------------------------
In an agreed order signed by Judge Sonderby, Big Beaver of Florida
Development, L.L.C., and LaSalle Bank, N.A., agreed that Claim No.
43267 will be allowed against Big Beaver for $22,020,191, and will
be paid in two parts.

Specifically:

    (1) Big Beaver will pay to LaSalle Bank a one-time cash
        payment for $125,000 that consists of attorney's fees for
        $75,000 and default interest for $50,000; and

    (2) LaSalle Bank and Big Beaver will continue to be bound by
        the Real Estate Purchase Agreement, which Big Beaver
        assumes, and the terms of the Note, which Big Beaver
        affirms.  The principal balance of the Note as of Oct. 8,
        2004, is $21,895,191.

Under a pooling and servicing agreement dated February 1, 1996,
LaSalle Bank serves as trustee for the holders of the
Structured Asset Securities Corporation Multiclass Pass-Through
Certificates Series 1996-CFL.

In February 1990, Robert A. Mantovani assumed a mortgage in favor
of Southeast Bank, N.A., which was amended and assigned to
LaSalle Bank.

On January 12, 2000, Kmart Corporation purchased from Mr.
Mantovani a real property in Ocala, Florida.  Kmart also assumed
the Mortgage.

Kmart assigned both the Real Estate Purchase Agreement and the
Mortgage to its wholly owned subsidiary, Big Beaver of Florida
Development, L.L.C.

Consequently, LaSalle Bank filed Claim No. 43267, which relates to
the Real Estate Purchase Agreement and the Mortgage.

During Kmart's bankruptcy, LaSalle Bank sought to lift the
automatic stay to pursue its Claim.

After arm's-length negotiations, Big Beaver and LaSalle Bank, as
assigns, settled the Stay litigation.  LaSalle Bank and Big
Beaver then entered into a letter agreement under which Kmart
agreed to treat Claim No. 43267 in accordance with Section 1124(2)
of the Bankruptcy Code.

                         About Kmart Corp.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act
expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 111; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KMART CORP: More Than 50 Creditors Withdraw Proofs of Claim
-----------------------------------------------------------
The Clerk of the U.S. Bankruptcy Court for the Northern District
of Illinois recorded more than 50 notices of withdrawal of claims,
including withdrawals filed by:

       Claimant                                Claim No.
       --------                                ---------
       Azerty                                       4783
       Blistex Inc.                                 1153
       City of Mesquite                            11887
       Don O Daniels, Jr.                          41616
       Florida Tax Collectors                      57668
       GTFM Inc and GTFM LLC                       34053
       Iowa Department of Revenue                  38759
       Iowa Falls Partners                         39507
       James Bingham                                9484
       John Waters                                 46010
       Massachusetts Mutual Life Insurance Co.     41118
       Newman Haas                                 41338
       Olympia Entertainment Inc                   30753
       Reno County Treasurer                       34560
       Sensormatic Electronics Corp.               53904
       Trumbull Group                              57668
       The SBC Corporation                         53750
       Wells Fargo Bank National Association       41812

The Clerk of the Court also recorded claim withdrawals filed by:

       Claimant                             Claim Amount
       --------                             ------------
       City of Mesquite                            82009
       Cox Enterprises Inc.                        76621
       Cox North Carolina Publications Inc.         5852
       Cox Texas Newspapers LP                      8282
       Dayton Newspapers Inc.                      33299
       Grand Junction Newspapers Inc.              14231
       Hitachi High Technologies America Inc.    455,179
       John Waters                             4,178,288
       Olympus America Inc.                      582,899

The Claimants attest that they have not sold, assigned, factored
or otherwise transferred any interest in the Claims.

The Claimants release each of Kmart Corporation, its debtor-
affiliates and their successors, assigns and estates from any and
all claims, liabilities, debts, causes of action or other
obligations arising from, relating to, or in connection with, the
Claims.

                         About Kmart Corp.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act
expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 111; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LEVEL 3: Moody's Rates Proposed $150 Million Note Issue at Caa3
--------------------------------------------------------------
Moody's Investors Service assigned a Caa3 rating to Level 3
Communications, Inc.'s proposed $150 million convertible note
issue maturing 2012.  Moody's also upgraded Level 3's corporate
family rating to Caa1 from Caa2, reflecting the company's improved
leverage profile proforma the upcoming secondary equity issuance
of 125 million shares.

Up to $460 million of the proceeds from the capital raise is
slated to reduce a large portion of debt maturing in 2008, the
company's intermediate refinancing risk is greatly diminished,
while Level 3 will be able to restore its historically high cash
cushion used to bridge its operations to positive free cash flow.

In conjunction with the capital markets activity, Level 3 is also
seeking to amend the terms of its senior credit facility to reduce
the Libor spread by at least 375 bps, resulting in annual interest
savings of $27 million.  In light of the ongoing improvements in
the capital and cost structures, Moody's has also upgraded the
ratings of all existing Level 3 and Level 3 Financing, Inc. debt
securities.

Moody's has taken these ratings actions:

Issuer: Level 3 Communications, Inc

   * Corporate Family Rating -- Changed to Caa1 from Caa2

   * New Convertible Senior Notes -- Assigned Caa3

   * Senior Notes -- Changed to Caa3 from Ca

   * Senior Euro Notes - Changed to Caa3 from Ca

   * Convertible Senior Notes -- Changed to Caa3 from Ca

   * Convertible Subordinated Notes - Changed to Ca from C

   * Outlook - Stable

Issuer: Level 3 Financing, Inc

   * Senior Secured Term Loan -- Changed to B2 from B3

   * Senior Floating Rate Notes -- Changed to B3 from Caa1

   * Senior Notes -- Changed to B3 from Caa1

   * Outlook - Stable

Level 3 has opportunistically taken advantage of the rebounding
telecommunications sector, both organically and via acquisitions.
However, the Caa1 rating reflects the continuing high business
risk for the long-haul carrier industry, and we believe the
company will be challenged to manage the confluence of the ongoing
high cash burn and integrating the announced acquisitions.

The stable outlook reflects Moody's views that Level 3 will
continue to favorably augment its liquidity position, and the
expectation that should acquisition activity continue, it will not
materially impact the company's credit profile.

Level 3 is a leading nationwide communications service provider
and software distributor with sales of $3.6 billion for 2005.  The
company's headquarters are located in Broomfield, Colorado.


LIFE SCIENCES: March 31 Stockholders' Deficit Narrows to $9.6 Mil.
------------------------------------------------------------------
Life Sciences Research, Inc., filed its first quarter financial
statements for the three months ended March 31, 2006, with the
Securities and Exchange Commission on May 9, 2006.

The Company earned $470,000 of net income on $42,455,000 of
revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $258,449,000
in total assets and $268,073,000 in total liabilities, resulting
in $9,624,000 stockholders' deficit.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?aa1

Life Sciences Research, Inc. -- http://www.lsrinc.net/-- is a
global contract research organization providing product
development services to the pharmaceutical, agrochemical and
biotechnology industries.  LSR identifies risks to humans, animals
or the environment resulting from the use or manufacture of a wide
range of chemicals that are essential components of LSR's clients'
products.  The Company's services are designed to meet the
regulatory requirements of governments around the world.  LSR
operates research facilities in the United States (the Princeton
Research Center, New Jersey) and the United Kingdom (Huntingdon
and Eye, England).

At March 31, 2006, the company's stockholders' equity deficit
narrowed to $9,624,000 compared to a $14,568,000 deficit at
Dec. 31, 2005.


LIFEPOINT HOSPITALS: Buys Four Hospitals from HCA Inc for $239MM
----------------------------------------------------------------
LifePoint Hospitals, Inc., reached an agreement with HCA on a
modification of its purchase deal.

Under the terms of the modified agreement, LifePoint will acquire
three hospitals in West Virginia and one in Virginia for a
purchase price of $239 million plus specific working capital,
including inventory and the assumption of paid time off, as
defined in the new agreement.  The transaction is subject to
certain closing conditions and is expected to close by June 30,
2006.

The four facilities to be acquired are:

   * 200-bed Clinch Valley Medical Center, Richlands, Virginia;
   * 325-bed St. Joseph's Hospital, Parkersburg, West Virginia;
   * 155-bed Saint Francis Hospital, Charleston, W. Virginia; and
   * 369-bed Raleigh General Hospital, Beckley, West Virginia.

Simultaneously with the closing of the transaction, LifePoint
Hospitals will classify St. Joseph's Hospital and Saint Francis
Hospital as assets held for sale.  The modified agreement excludes
68-bed Putnam General Hospital, Hurricane, West Virginia, which
will continue to be owned by HCA.

"We are pleased to announce the modification of this agreement
with HCA, and we believe the new terms of the agreement represent
an excellent opportunity for LifePoint," Kenneth C. Donahey,
president and chief executive officer of LifePoint Hospitals,
said.  "This transaction will provide LifePoint with additional
operating synergies and economies of scale in Virginia and West
Virginia, especially given that we share common systems with HCA.
We look forward to working closely with the administration and
healthcare professionals of these hospitals to seamlessly add
these facilities to the LifePoint family in a manner benefiting
LifePoint, its shareholders and the communities served by these
hospitals."

                            About HCA

Headquartered in Nashville, Tennessee, HCA (Hospital Corporation
of America) Inc. -- http://www.hcahealthcare.com/-- is the
nation's leading provider of healthcare services, composed of
locally managed facilities that include approximately 182
hospitals and 94 outpatient surgery centers in 22 states, England
and Switzerland.  At its founding in 1968, HCA was one of the
nation's first hospital companies.

                         About LifePoint

Headquartered in Brentwood, Tennessee, LifePoint Hospitals, Inc.
-- http://www.lifepointhospitals2.com/-- is a leading hospital
company focused on providing healthcare services in non-urban
communities.  Of the Company's 49 hospitals, 47 are in communities
where LifePoint Hospitals is the sole community hospital provider.
LifePoint Hospitals' non-urban operating strategy offers continued
operational improvement by focusing on its five core values:
delivering compassionate, high quality patient care, supporting
physicians, creating excellent workplaces for its employees,
providing community value and ensuring fiscal responsibility.
LifePoint Hospitals is affiliated with approximately 19,000
employees.

                          *     *     *

As reported in the Troubled Company Reporter on May 5, 2006,
Fitch issued ratings to LifePoint Hospitals Inc. including a BB-
Issuer Default Rating, a BB- Secured bank credit facility, and a B
Senior subordinated convertible notes.  The Rating Outlook is
Stable.


MASTR ASSET: Moody's Puts Low-B Rating on Two Certificate Classes
-----------------------------------------------------------------
Moody's Investors Service  assigned a Aaa rating to the senior
certificates issued by MASTR Asset Backed Securities Trust 2006-
FRE2, and ratings ranging from Aa1 to Ba2 to the subordinate
certificates in the deal.

The securitization is backed by Fremont Investment & Loan
originated, adjustable-rate and fixed-rate, subprime mortgage
loans acquired by UBS Real Estate Securities 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 and an interest-rate cap agreement, both provided by
Bear Stearns Financial Products Inc.  Moody's expects collateral
losses to range from 5.05% to 5.55%.

Wells Fargo Bank, N.A. will service the loans, and Wells Fargo
Bank, N.A. will act as master servicer.  Moody's assigned Wells
Fargo its top servicer quality rating as a master servicer.

The complete rating actions:

MASTR Asset Backed Securities Trust 2006-FRE2

Mortgage Pass Through Certificates, Series 2006-FRE2

   * Cl. A-1, Assigned Aaa

   * Cl. A-2, Assigned Aaa

   * Cl. A-3, Assigned Aaa

   * Cl. A-4, Assigned Aaa

   * Cl. A-5, Assigned Aaa

   * Cl. M-1, Assigned Aa1

   * Cl. M-2, Assigned Aa2

   * Cl. M-3, Assigned Aa3

   * Cl. M-4, Assigned A1

   * Cl. M-5, Assigned A2

   * Cl. M-6, Assigned A3

   * Cl. M-7, Assigned Baa1

   * Cl. M-8, Assigned Baa2

   * Cl. M-9, Assigned Baa3

   * Cl. M-10, Assigned Ba1

   * Cl. M-11, Assigned Ba2

The Class M-10 and Class M-11 certificates were sold in a
privately negotiated transaction without registration under the
Securities Act of 1933 under circumstances reasonably designed to
preclude a distribution thereof in violation of the Act.  The
issuance has been designed to permit resale under Rule 144A.


MCMORAN EXPLORATION: Posts $13.4 Mil. Net Loss in 2006 First Qtr.
-----------------------------------------------------------------
McMoRan Exploration Co. reported a $13,485,000 net loss on
$39,746,000 of total revenues for the three months ended March 31,
2006.

At March 31, 2006, the Company's balance sheet showed $411,339,000
in total assets and $449,288,000 in total liabilities, resulting
in a $37,949,000 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $135,770,000 in total current assets available to
pay $137,038,000 in total current liabilities coming due within
the next 12 months.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?aa2

McMoRan Exploration Co. -- http://www.mcmoran.com/-- is an
independent public company engaged in the exploration, development
and production of oil and natural gas offshore in the Gulf of
Mexico and onshore in the Gulf Coast area.  McMoRan is also
pursuing plans for the development of the MPEH(TM) which will be
used for the receipt and processing of liquefied natural gas and
the storage and distribution of natural gas.

At March 31, 2006, the company's stockholders' deficit narrowed
to $37,949,000 from an $86,590,000 deficit at Dec. 31, 2005.


MIRANT CORP: Pirate Capital Questions NRG Energy Bid
----------------------------------------------------
Pirate Capital LLC informed Mirant Corporation's Board of
Directors on June 1, 2006, that it does not believe that entering
into a hostile bidding war for NRG Energy Inc. is not in the best
interest of Mirant's shareholders.

Pirate Capital further urged Mirant's board to engage a financial
advisor and initiate a process to put itself up for sale.  Pirate
Capital, as the investment advisor to Jolly Roger Fund LP and
Jolly Roger Offshore Fund LTD, is the beneficial owner of
approximately 5 million shares, or 1.6%, of Mirant's common stock.

Thomas R. Hudson Jr., Portfolio Manager at Pirate Capital, said in
a letter to Mirant's board: "...while we believe that
consolidation in the power sector is necessary, we question
whether Mirant should be a consolidator.  Mirant's reported first
quarter 2006 earnings and outlook give proof to the strength of
its assets.  We believe shareholders would be substantially
rewarded if Mirant put itself up for sale."

As reported in the Troubled Company Reporter on May 31, 2006,
Mirant Corporation made a proposal to acquire NRG at a premium of
approximately 33% to NRG's share price as of May 30, 2006.  Mirant
had received a financing commitment from JPMorgan of approximately
$11.5 billion for the transaction.  NRG flatly rejected the
proposal without engaging in any discussions with Mirant.  Mirant
Corporation is seeking a court order in Delaware directing NRG not
to obstruct its unsolicited takeover bid.

                            About Mirant

Headquartered in Atlanta, Georgia, Mirant Corporation
(NYSE: MIR) -- http://www.mirant.com/-- is a competitive energy
company that produces and sells electricity in North America, the
Caribbean, and the Philippines.  Mirant owns or leases more than
18,000 megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on January 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtors in
their successful restructuring.  When the Debtors filed for
protection from their creditors, they listed $20,574,000,000 in
assets and $11,401,000,000 in debts.  (Mirant Bankruptcy News,
Issue Nos. 96 & 97; Bankruptcy Creditors' Service, Inc.,
215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2005,
Standard & Poor's Ratings Services placed a 'B+' corporate credit
rating on Mirant and said the outlook is stable.


MUSICLAND HOLDING: Court OKs Expedited Lease Rejection Procedures
-----------------------------------------------------------------
After the closing of the Trans World Entertainment Corporation
sale, Musicland Holding Corp. and its debtor-affiliates will no
longer require many of the properties, goods and services they
obtained under various executory contracts and unexpired leases to
which they are party, James H.M. Sprayregen, Esq., at Kirkland &
Ellis LLP, in New York, tells the U.S. Bankruptcy Court for the
Southern District of New York.

Accordingly, pursuant to Sections 365 and 554 of the Bankruptcy
Code, the Debtors sought and obtained the Court's approval of
expedited procedures for rejecting executory contracts and
unexpired personal and residential real property leases.

   A. The Rejection Notice

      1. The Debtors will file written notice to reject any
         Contract pursuant to Section 365(a) and will serve the
         Rejection Notice on:

         -- the Office of the United States Trustee for the
            Southern District of New York;

         -- Hahn & Hessen LLP, the counsel for the Official
            Committee of Unsecured Creditors;

         -- Morgan Lewis & Bockius LLP, the counsel for the
            Informal Committee of Secured Trade Vendors;

         -- Skadden, Arps, Slate, Meagher & Flom, LLP, the
            counsel for TWEC;

         -- the Contract counter-party, landlord and subtenant
            affected by the Rejection Notice; and

         -- any other parties-in-interest to the Contract the
            Debtors want to reject.

      2. The Rejection Notice will advise the Service Parties of
         the Debtors' intent to reject the Contract, as well as
         the deadlines and procedures for filing objections to
         the Rejection Notice.

      3. The Rejection Notice will attach a copy of the Order
         approving the Debtors' Motion for Expedited Rejection
         Procedures and will contain, as applicable:

         -- a general description of the Contract;

         -- the name and address of the Contract Counterparty
            and when the Contract involves real property, the
            street address for that real property; and

         -- a general description of any de minimis assets
            located or contained within the property subject to a
            Contract that the Debtors wish to abandon.

   B. Objections to Rejection

      1. If a Contract Counterparty objects to the Debtors'
         proposed rejection of a Contract, that party must file
         and serve a written objection with the Court and it must
         be received no later than 10 days after the date the
         Debtors served the Rejection Notice by:

         -- Kirkland & Ellis LLP, the Debtors' counsel; and
         -- the Service Parties;

         provided that any objection need not be served on any
         Counterparty to a Contract not the subject of that
         objection.

      2. If a party files a timely objection that cannot be
         consensually resolved, the Court will schedule a hearing
         to consider that objection.  If that objection is
         overruled or withdrawn, or if the Court when ruling on
         the objection does not determine the date of rejection,
         the Rejection Date of that Contract will be the date the
         Rejection Notice was served on the Service Parties or
         the date as may be indicated in the Rejection Notice.

   C. Effectiveness of Rejection

      1. If no party files an objection within 10 days of the
         date the Debtors serve the Rejection Notice, the
         rejection of a Contract will become effective as of the
         date the Rejection Notice was served on the Service
         Parties, or the date as may be indicated in the
         Rejection Notice without further notice, hearing or
         Court order.

      2. Even where there is an objection to a Contract on a
         particular Rejection Notice, any and all other Contracts
         that may be contained on the same Rejection Notice to
         which there is no timely objection will be deemed
         rejected as of the Rejection Date.

If the Debtors have deposited funds with a Contract Counterparty
as a security deposit or other arrangement, that Counterparty may
not set off or use that deposit without prior Court approval.

The Court authorizes the Debtors to abandon any unsold fixtures or
other de minimis assets located within the property subject to a
Contract without any liability to the Counterparty of the
applicable Contract; provided that the Rejection Notice describes:

   -- the property to be abandoned;

   -- states the reason for the proposed abandonment; and

   -- identifies the entity to whom the property is proposed to
      be abandoned.

Upon the rejection of a Contract pursuant to a Rejection Notice,
all Counterparties to that Contract will be required to file
rejection damages claims, if any, by the later of:

   (i) the General Claims Bar Date; or

  (ii) 30 days after the Debtors served the Rejection Notice.

Judge Bernstein rules that the Debtors will provide:

   (a) Retail Choice LLC with a minimum of 60 days written notice
       of their intent to reject the customer agreement dated
       June 1, 2005, between Retail Choice and the Debtors; and

   (b) FrontNet Solutions, LLC, with a minimum of 60 days written
       notice of their intent to reject the master services
       agreement dated August 6, 2003, between FrontNet and the
       Debtors;

provided that Retail Choice and FrontNet continue to perform under
the Customer Agreement and the Master Agreement, until the
Agreement are deemed rejected.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NESCO INDUSTRIES: Jan. 31 Balance Sheet Upside-Down by $8.8 Mil.
----------------------------------------------------------------
Nesco Industries, Inc., disclosed its third quarter financial
statements for the three months ended Jan. 31, 2006, to the
Securities and Exchange Commission on May 24, 2006.

For the third quarter ended Jan. 31, 2006, the Company reported a
$1,467,000 net loss on $190,000 of revenues, compared to a $1.5
million net loss on $184,000 of revenues for the three months
ended Jan. 31, 2005.

As of Jan. 31, 2006, the Company had cash of $22,000, an
accumulated deficit of $22,855,000, a working capital deficit of
approximately $9,235,000.

At Jan. 31, 2006, the Company's balance sheet showed $673,000 in
total assets and $9,436,000 in total liabilities, resulting in a
$8,845,000 stockholders' deficit.

A full-text copy of the Company's Quarterly Report is available
for free http://researcharchives.com/t/s?a5b

                       Going Concern Doubt

Rothstein, Kass & Company, P.C., in Roseland, New Jersey, raised
substantial doubt about Nesco Industries, Inc.'s ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the year ended
April 30, 2005.  The auditor pointed to the Company's recurring
losses since inception, negative working capital, and
stockholders' deficit.

                          About Nesco

Headquartered in New York, Nesco Industries, Inc. (OTCBB: NESK)
dba Hydrogel Design Systems, manufactures, markets, sells and
distributes aqueous polymer-based radiation ionized gels used in
various medical and cosmetic consumer products.


NORD RESOURCES: Auramet Agrees to $1 Mil. Additional Loan Advance
-----------------------------------------------------------------
Auramet Trading, LLC, acting through Nedbank Limited, has advanced
an additional $1,000,000 loan to Nord Resources Corporation.  This
amount has been added to the outstanding principal under the
existing secured loan from Nedbank to the Corporation in the
original principal amount of $3,900,000.  Auramet had participated
in the original loan through the contribution of a then
outstanding loan from Auramet to the Corporation in the amount of
$1,000,000, dated Oct. 17, 2005.

In connection with the original Nedbank loan, the Corporation had
issued a secured promissory note to Nedbank dated Nov. 8, 2005,
which was subsequently amended by a Letter Agreement dated May 5,
2006 and a Modification Agreement dated May 15, 2006.  The loan
was secured by a Deed of Trust, Assignment of Rents, Security
Agreement and Fixture Filing dated Nov. 8, 2005, relating to the
Corporation's Johnson Camp property.  Also in connection with the
original Nedbank loan, Ronald A. Hirsch, Stephen D. Seymour and
Nedbank had entered into a Subordination Agreement dated Nov. 8,
2005, where Mr. Hirsch and Mr. Seymour, who are directors of Nord,
agreed to subordinate their loans to the Corporation in favor of
any and all indebtedness of the Corporation with Nedbank.

Upon closing of the additional $1,000,000 advance, the Corporation
executed and delivered, among other things:

     a) an Amended and Restated Secured Promissory Note dated May
        31, 2006, payable to Nedbank in the principal amount of
        $4,900,000;

     b) a First Amendment to Deed of Trust, Assignment of Rents,
        Security Agreement and Fixture Filing; and

     c) an Amendment to the Subordination Agreement.

The Amended and Restated Promissory Note matures on the earlier of
Aug. 15, 2006 or the closing of a registered equity offering by
the Corporation that raises not less than $20,000,000.  The
Corporation will be obligated to make interest-only payments to
Nedbank, at an interest rate of 10% per annum -- an increase of 1%
per annum over the interest rate under the Original Secured
Promissory Note -- payable monthly.  The interest rate would
increase to 13% in the event of a default by the Corporation.

In consideration of the additional loan advance, Nord has paid to
Auramet out of the loan proceeds the sum of $40,000, and has
issued to Auramet warrants for the purchase of 250,000 shares of
the Corporation's common stock, exercisable for a period of two
years at an exercise price of $1.15 per share, being equal to 110%
of the average closing price of the Corporation's common stock for
the 20 trading days prior to the date of the Amended and Restated
Secured Promissory Note.

Upon closing, the Corporation received net proceeds of $910,908,
after deduction of: Auramet's fee referred to above; accrued
interest on the original principal amount of the Nedbank loan from
May 1, 2006 through June 1, 2006, in the amount of $31,092;
Nedbank's legal expenses in connection with the additional
advance; and related title recording fees and expenses.

                     About Nord Resources

Headquartered in Dragoon, Arizona, Nord Resources Corporation --
http://www.nordresources.com/-- is a natural resource company
focused on near-term copper production from its Johnson Camp Mine
and the exploration for copper, gold and silver at its properties
in Arizona and New Mexico.  The Company also owns approximately
4.4 million shares of Allied Gold Limited, an Australian company.
In addition, the Company maintains a small net profits interest in
Sierra Rutile Limited, a Sierra Leone, West African company that
controls the world's highest-grade natural rutile deposit.

                         *     *     *

Mayer Hoffman McCann PC expressed substantial doubt about Nord's
ability to continue as a going concern after it audited the
Company's financial statements for the years ended Dec. 31, 2005
and 2004.  The auditing firm pointed to the Company's significant
operating losses.  Nord incurred a $3,084,166 net loss for the
year ended Dec. 31, 2005, in contrast to a $864,357 net loss in
the prior year.


ONEIDA LTD: Files Amended Plan and Disclosure Statement in N.Y.
---------------------------------------------------------------
Oneida Ltd. and its debtor-affiliates presented to the U.S.
Bankruptcy Court for the Southern District of New York an amended
disclosure statement explaining its chapter 11 plan of
reorganization.

                       Treatment of Claims

Under the Amended Plan, these claims are entitled to full
recovery:

   a) Secured Tranche A Claims;
   b) Other Secured Claims;
   c) Other Priority Claims;
   d) General Unsecured Claims; and
   e) Secured PBGC Claims.

Holders of Class 3 Secured PBGC Claims will receive a ratable
portion of the PBGC note, which:

   1. in the event Class 3 votes to accept the Plan, will be an
      unsecured variable interest promissory note in the
      principal amount of $3 million; or

   2. in the event Class 3 votes to reject the Plan, will be an
      unsecured non-interest-bearing promissory note in the
      principal amount of $3 million.

Holders of Class 2 Secured Tranche B Claims are expected to
recover 51% of their claims.  Holders of Secured Tranche B Claims
will receive, in the aggregate, shares of the Reorganized Debtor's
common stock equal to 100% of the issued and outstanding shares of
the Reorganized Debtor's common stock as of the effective date of
the Plan.  In case a holder is unable to hold shares, the holder's
designee will receive that number of shares of common stock equal
to the holder's ratable portion of the Tranche B Common Stock;
provided, however, that the number of Tranche B Common Stock
holders do not exceed 50.

Class 7 Specified Unsecured Claims will be discharged and each
holder will not receive or retain any distribution or property on
account of its claim.

Holders of Subordinated Claims and Oneida Equity Interests will
receive nothing under the Amended Plan.

Based in Oneida, New York, Oneida Ltd. -- http://www.oneida.com/
-- is the world's largest manufacturer of stainless steel and
silverplated flatware for both the Consumer and Foodservice
industries, and the largest supplier of dinnerware to the
foodservice industry.  Oneida is also a leading supplier of a
variety of crystal, glassware and metal serveware for the tabletop
industries.  The Company and its 8 debtor-affiliates filed for
Chapter 11 protection on March 19, 2006 (Bankr. S.D. N.Y. Case
Nos. 06-10489 through 06-10496).  Douglas P. Bartner, Esq., at
Shearman & Sterling LLP represents the Debtors.  Credit Suisse
Securities (USA) LLC is the Debtors' financial advisor.  Scott L.
Hazan, Esq., and Lorenzo Marinuzzi, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represent the Official Committee
of Unsecured Creditors.  Robert J. Stark, Esq., at Brown Rudnick
Berlack Israels LLP represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $305,329,000 in total assets and
$332,227,000 in total debts.  On May 12, 2006, Judge Gropper
approved the Debtors' original disclosure statement.


PARCONE DEVELOPMENT: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: ParcOne Development Corporation
        1321 Lady Street, Suite 800
        Columbia, South Carolina 29201

Bankruptcy Case No.: 06-02302

Chapter 11 Petition Date: June 2, 2006

Court: District of South Carolina (Columbia)

Debtor's Counsel: G. William McCarthy, Jr.
                  Robinson, Barton, McCarthy, Calloway
                  1715 Pickens Street (29201), P.O. Box 12287
                  Columbia, South Carolina 29211
                  Tel: (803) 256-6400

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 9 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Kahn Development Company                 $75,000
Stick Thibodeaux VP Leasing
101 Flintlake Road
Columbia, SC 29223

MB Kahn Construction Co. Inc.            $48,000
Mr. Scott Spigner
P.O. Box 1179
Columbia, SC 29202

CDA Architects                           $15,000
Mr. Ron Matlock
1136 Washington Street
Suite 600
Columbia, SC 29201

Bank Capital & Financial Services Inc.   $15,000

Lewis and Babcock Attorneys               $6,000

Keenansuggs Insurance                     $4,500

Village at Sandhill                       $4,200

SCEG                                      $3,000

Finch Hamilton and Co. CPAs               $1,000


PATRON SYSTEMS: Posts $4.4 Million Net Loss in 2006 First Quarter
-----------------------------------------------------------------
Patron Systems, Inc., generated $262,785 of revenues for the
quarter ending March 31, 2006, compared to $6,430 in the same
period a year ago.  The increased revenue in the first quarter of
2006 versus the same period in 2005 is principally due to
acquisitions completed in 2005 and new customer contracts.

Patron reported a net loss of $4,400,074 in the quarter, compared
to a net loss of $2,203,795 in the same period a year ago.  The
results for 2005 reflect the three acquisitions made in the first
quarter of 2005 only for the period from the acquisition dates of
Feb. 25, 2005 and March 30, 2005 to the end of the period March
31, 2005.

The increased loss in the first quarter of 2006 versus the same
period in 2005 is principally due to the full quarter impact of
the 2005 acquisitions, the settlement of outstanding litigation
under the creditor and claimant liabilities restructuring, legal
and professional fees associated with the year-end audit and the
settlement of outstanding litigation.

The increased loss also includes increased interest expense that
is primarily related to increased  borrowings in 2006 versus 2005,
the amortization of deferred financing costs and the intrinsic
value of a conversion option for bridge note holders that has been
classified as interest expense.

During the three months ended March 31, 2006, Patron received new
customer contracts and purchase orders totaling approximately
$117,000.  Revenues associated with new contract and purchase
order bookings are typically recognized over time periods ranging
from the current quarter to the upcoming 12 to 18 months.

During the period from April 1 to May 15, 2006, Patron received
new customer contracts and purchase orders totaling nearly
$472,000.  These contracts include new software license
agreements, purchase of additional registered users under existing
license agreements, renewal of maintenance and support agreements
and purchase of professional services.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 16, 2006,
Marcum & Kliegman LLP expressed substantial doubt about Patron
Systems, Inc.'s ability to continue as going concern after
auditing the Company's financial statements for the year ended
Dec. 31, 2005.  The accounting firm points to the Company's net
losses incurred since its inception, its working capital
deficiency and the numerous litigation matters it is involved
with.

                       About Patron Systems

Headquartered in Boulder, Colorado, Patron Systems, Inc. --
http://www.patronsystems.com/-- offers integrated enterprise
email and data security and enforceable compliance.  The Company's
suite of Active Message Management(TM) products addresses eform
creation, capture, sharing, and manages data in an industry
standard format as well as providing solutions for mailbox
management, email policy management, email retention policies,
archiving and eDiscovery, proactive email supervision, and
protection of messages and their attachments in motion and at
rest.


PLYMOUTH RUBBER: Judge Feeney Approves Disclosure Statement
-----------------------------------------------------------
The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts approved the Disclosure Statement
explaining the Second Amended Joint Plan of Reorganization of
Plymouth Rubber Company, its debtor-affiliate, Brite-Line
Technologies, Inc., and the Official Committee of Unsecured
Creditors.

Judge Feeney determined that the Disclosure Statement contained
adequate information -- the right amount of the right type of
information necessary for the Committee to make an informed
decision -- as required under Section 1125 of the Bankruptcy Code.

                      Overview of the Plan

The Plan involves a reorganization of Debtors thorough an equity
investment and loan transaction with Clarendon Investment Group,
LLC, a Massachusetts limited liability company.  Clarendon's
managing member, Maurice Hamilburg, is also the Debtor's
President, Co-CEO, and a member of the Debtors' Board of
Directors.  The Debtors tell the Court that Clarendon's proposal
to fund the plan was accepted by Plymouth Rubber's Board of
Directors after consideration of an alternative proposal to
purchase the Debtors' assets other than real estate assets.

The Debtors say that the Plan provides for the full payment of
Allowed Secured Claims.  Under the Clarendon Proposal, allowed
secured claims must not exceed $20 million.  The Debtors expect to
demonstrate at the confirmation hearing that the total allowed
secured claims in these cases will not exceed $20 million pursuant
to Section 506(a) of the Bankruptcy Code.

Under the Plan, creditors that held prepetition liens on assets of
the Debtor of up to $20 million will get $12.5 million in cash to
be sourced from the refinancing and investment transaction and
$7.5 million in notes secured by certain retained liens and to be
paid from the liquidation of the Debtors' equipment plus specified
percentages of the Debtors' combined earnings through fiscal year
2010.

The $12.5 million cash payment will be funded from the proceeds
of:

   (1) a new revolver loan to be obtained from Wells Fargo in the
       minimum amount of $9 million (which will be supported by
       $2 million invested by Clarendon for the New Common Stock,
       to be used by Debtors for working capital); and

   (2) the proceeds of the Clarendon loan investment of
       $1.1 million and an additional $2.4 million to be loaned
       against the Real Estate by Jones Lang LaSalle.

A full-text copy of the Clarendon Proposal is available for a fee
at http://www.researcharchives.com/bin/download?id=060605023627

                       Treatment of Claims

Under the Joint Plan, Administrative Priority Claims, Tax Priority
Claims, and Allowed Priority Claims, will be paid in full.

All Intercompany Claims will be discharged without any payment or
distribution of any kind.

The secured claim of the Town of Canton, at the election of the
Debtors and Committee, will receive either:

    (a) payment in full, in cash, of its claim on the effective
        date or

    (b) retain its lien on the Debtors' real estate and be paid in
        full, with interest as provided by law, at the earlier of:

         * the time of and from the proceeds of the sale of the
           Debtors' real estate, and

         * no later than the first anniversary of the effective
           date.

                    Secured Claims Payment

On the effective date, LaSalle Bank National Association, will
receive from the Secured Creditors' Trust, cash of no more than
$12.5 million.  The remaining balance of the claim will be paid
from payments on the Secured Creditors' Notes and any real estate
proceeds in the event that the real estate of the Debtors has not
yet been sold as of this time.

General Electric Capital Corporation, on account of its secured
claims, will also receive cash from the Secured Creditors' Trust
with the remaining balance to be paid from the Secured Creditors'
Notes and any real estate proceeds.

The secured claims of TD BankNorth, N.A., fka BankNorth, N.A., and
the Pension Benefit Guaranty Corporation, will receive the same
treatment as that of GECC.

                    Unsecured Claims Payment

The Debtors tell the Court that Unsecured Claims are divided in
two subclasses.  Holders of Unsecured Claims below $2,000 or
creditors who agreed to reduce their claims to that amount will
receive 25% of their claims, in cash, on or before the 14th day
following the effective date.

Holders of other Unsecured Claims will receive, on the effective
date, a $1.5 million promissory note with a five-year term,
without interest.  Two years after satisfaction of the promissory
note, holders of unsecured claims in this subclass will receive:

    * 25% of the first $4 million of available cash flow; and
    * 40% of available cash flow above $4 million.

The Debtors say that unsecured creditors will also receive
distributions from the proceeds of Avoidance Actions, such as
preferential transfer actions under Section 547 of the Bankruptcy
Code and fraudulent transfer actions under Sections 544(b) and 548
of the Bankruptcy Code.

                        Equity Interests

Holders of Class A Common Stock Interests and Class B Common Stock
Interests in Plymouth Rubber will receive nothing under the Plan
and these stocks will be cancelled.  The Debtors tell the Court
that the cancelled shares will be replaced by 200,000 shares of
New Common Stock and will be issued to Clarendon for $2 million.
Plymouth Rubber will retain its 100% common stock interest in
Brite-Line.

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

  http://www.researcharchives.com/bin/download?id=060605023627

                       Plan Confirmation

The Court has set a hearing at 11:30 a.m., on June 28, 2006, to
consider confirmation of the Debtors and Committee's Joint Plan.

Objections to the Plan, if any, must be filed by 4:30 p.m., on
June 26, 2006.

                    About Plymouth Rubber

Headquartered in Canton, Massachusetts, Plymouth Rubber Company,
Inc., manufactures and distributes plastic and rubber products,
including automotive tapes, insulating tapes, and other industrial
tapes, mastics and films.  Through its Brite-Line Technologies
subsidiary, Plymouth manufactures and supplies highway marking
products.  The Company and its subsidiary filed for chapter 11
protection on July 5, 2005 (Bankr. D. Mass. Case Nos. 05-16088
through 05-16089).  Victor Bass, Esq., at Burns & Levinson LLP,
represents the Debtors in their restructuring efforts.  John J.
Monaghan, Esq., at Holland & Knight LLP, 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.


REFCO INC: Investors Settle Claims v. BAWAG for $108 Million
------------------------------------------------------------
Austrian bank BAWAG P.S.K. Group has agreed to settle with
institutional investors who are lead plaintiffs in an ongoing
securities fraud class action stemming from the bank's role in the
collapse of U.S. futures broker Refco Inc.

BAWAG's settlement comes as the bank agreed to a $675 million
global payment announced by the U.S. Attorney for the Southern
District of New York to resolve a federal investigation of BAWAG
for its part in the Refco scandal.

BAWAG has agreed to pay $108 million to Refco stock and bond
purchasers, with the possibility of an additional $32 million
depending on a possible future sale of the bank.  The payments
will settle investor claims arising from BAWAG's participation in
a scheme to conceal hundreds of millions of dollars in related
party receivables on Refco's balance sheet.  This scheme enabled
Refco to complete a $600 million bond offering in August 2004, and
a $583 million IPO in August 2005, and caused investors to pay
excessive prices for Refco's securities in subsequent open market
transactions.

A week after reporting a previously undisclosed $430 million debt
by its former CEO Phillip Bennett, Refco filed for bankruptcy last
October 17 in the Southern District of New York.

Lead plaintiffs in the class action are Pacific Investment
Management Company LLC, a Refco bond purchaser, and RH Capital
Associates LLC, an equity purchaser.  The investors are jointly
represented by leading securities and corporate governance law
firms Grant & Eisenhofer, P.A. and Bernstein Litowitz Berger &
Grossmann LLP.

The plaintiffs have agreed that a portion of BAWAG's obligations
can be satisfied by payments received from a restitution fund
established by the U.S. Attorney for victims of the Refco fraud.
Under the agreement, BAWAG is obligated to pay the entire $108
million to the extent that payments from any restitution fund fall
short.  The settlement is subject to approval by Federal Judge
Gerard E. Lynch in New York, who is overseeing the Refco
securities litigation.

The settlement with BAWAG comes less than four months after lead
plaintiffs were appointed in February, a remarkably swift
resolution in a securities litigation.  In fact, defendants had
until July 10 to submit their motions to dismiss the case.

"We are very pleased with BAWAG's agreement to so quickly settle
claims arising from its part in the Refco debacle," said Grant &
Eisenhofer named partner Stuart M. Grant.  "This is a positive
first step in providing compensation to investors who were scammed
by Refco's management and directors, along with its financial
advisors, auditor and other professionals."

John P. Coffey of Bernstein Litowitz, added, "In addition to a
terrific monetary recovery, the settlement requires BAWAG to
cooperate fully with our ongoing prosecution against other
defendants.  This is already aiding our efforts in that regard."

Only months after Refco went public last fall, the company
collapsed when it was disclosed that Mr. Bennett had hidden a $430
million loan from the company's books.  BAWAG's role in the
scandal became evident after reports that the bank gave Mr.
Bennett a $420 million loan just before the previously unreported
debts became public.  Mr. Bennett was indicted on eight felony
counts, including making false filings with the SEC and conspiracy
to commit securities fraud.

In addition to Mr. Bennett and Refco's former board of directors,
the remaining defendants in the securities class action include:
the company's former auditor Grant Thornton LLP; its majority
owner private equity firm Thomas H. Lee Partners L.P.; and several
investment banks that sold Refco securities to public investors,
including Goldman Sachs, Credit Suisse and Bank of America.

In addition to Stuart Grant, co-lead counsel for plaintiffs
include James Sabella and Megan McIntyre of Grant & Eisenhofer,
and Max Berger and Sean Coffey of Bernstein Litowitz.

                     About Grant & Eisenhofer

Wilmington, DE and New York-based Grant & Eisenhofer --
http://www.gelaw.com/-- represents institutional investors and
shareholders nationally in securities class actions, corporate
governance actions and derivative litigation.  The firm has
recovered more than $2 billion for shareholders in the last five
years and was named one of the Top 5 firms for shareholder
recovery in 2005 by Institutional Shareholder Services.
Currently, Grant & Eisenhofer is lead counsel in shareholder
securities cases against Tyco, Global Crossing, Parmalat, Marsh &
McLennan and Refco.  In 2005, the firm published the Shareholder
Activism Handbook, a practical guide for shareholders on corporate
governance matters.  Grant & Eisenhofer has also obtained major
corporate governance settlements in shareholder cases against News
Corp., Health South and Siebel Systems.

                     About Bernstein Litowitz

Bernstein Litowitz Berger & Grossmann LLP --
http://www.blbglaw.com/-- with offices in New York, California,
New Jersey and Louisiana, prosecutes class and private actions
nationwide on behalf of institutional investors.  Specializing in
securities fraud, corporate governance and shareholders' rights
litigation, the firm has obtained some of the largest recoveries
in history, including WorldCom, a case resolved for $6.15 billion
against WorldCom's former auditor, Arthur Andersen.  Other major
recoveries include Cendant and Nortel, cases resolved for $3.2
billion and $1.3 billion, respectively.

                         About Refco Inc.

Based in New York, New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago, New
York, London and Singapore.  In addition to its futures brokerage
activities, Refco is a major broker of cash market products,
including foreign exchange, foreign exchange options, government
securities, domestic and international equities, emerging market
debt, and OTC financial and commodity products.  Refco is one of
the largest global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.


REFCO INC: Case Summary & 50 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: Refco Inc.
             One World Financial Center
             200 Liberty Street, Tower A
             New York, New York 10281

Bankruptcy Case No.: 05-60006

Debtor-affiliates filing separate chapter 11 petitions on
June 6, 2006:

      Entity                                     Case No.
      ------                                     --------
      Westminster-Refco Management LLC           06-11260
      Refco Managed Futures LLC                  06-11261
      Lind-Waldock Securities LLC                06-11262

Debtor-affiliates that filed separate chapter 11 petitions on
Oct. 17, 2005:

      Entity                                     Case No.
      ------                                     --------
      Refco Global Finance Ltd.                  05-60007
      Refco Information Services LLC             05-60008
      Bersec International LLC                   05-60009
      Refco Capital Management LLC               05-60010
      Refco Global Capital Management LLC        05-60011
      Marshall Metals LLC                        05-60012
      Refco Financial LLC                        05-60013
      New Refco Group Ltd., LLC                  05-60014
      Refco Regulated Companies LLC              05-60015
      Refco Finance Inc.                         05-60016
      Refco Capital Holdings LLC                 05-60017
      Refco Capital Markets, Ltd.                05-60018
      Kroeck & Associates, LLC                   05-60019
      Refco Administration, LLC                  05-60020
      Refco Mortgage Securities, LLC             05-60021
      Refco Capital LLC                          05-60022
      Refco F/X Associates LLC                   05-60023
      Refco Global Futures LLC                   05-60024
      Summit Management LLC                      05-60025
      Refco Capital Trading LLC                  05-60026
      Refco Group Ltd., LLC                      05-60027
      Refco Global Holdings LLC                  05-60028
      Refco Fixed Assets Management LLC          05-60029

Type of Business: The Debtors constitute a diversified financial
                  services organization with operations in 14
                  countries and a global institutional and retail
                  client base.  Refco Inc.'s worldwide
                  subsidiaries are members of principal U.S. and
                  international exchanges, and are among the most
                  active members of futures exchanges in Chicago,
                  New York, London, Paris and Singapore.  In
                  addition to its futures brokerage activities,
                  Refco Inc. and its affiliates are major brokers
                  of cash market products, including foreign
                  exchange, foreign exchange options, government
                  securities, domestic and international equities,
                  emerging market debt, and OTC financial and
                  commodity products..

Chapter 11 Petition Date: October 17, 2005

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtors' Counsel: J. Gregory Milmoe, Esq.
                  Sally M. Henry, Esq.
                  Skadden, Arps, Slate, Meagher & Flom LLP
                  Four Times Square
                  New York, New York 10036
                  Tel: (212) 735-3770
                  Fax: (917) 777-3770

Lead Debtor's Financial Condition as of August 31, 2005:

      Total Assets: $16,500,000,000

      Total Debts:  $16,800,000,000

Financial condition of debtor-affiliates that filed on
June 6, 2006:

   Entity                          Total Assets    Total Debts
   ------                          ------------   --------------
Westminster-Refco Management LLC     $1,918,030   $1,032,386,039

Refco Managed Futures LLC                    $0   $1,035,345,960

Lind-Waldock Securities LLC                  $0   $1,032,000,000

Debtors' Consolidated List of 50 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
Bawag International Finance                         $451,158,506
BAWAG P.S.K.
Bank fur Arbeit und Wirtschaft und
Osterreichische Postsparkasse
Aktiengesellschaft Sietzergasse 2-4 A-1010
Vienna, Austria
P: +43/1/534 53/3 12 10
F: +43/1/534 53/ 2284

Wells Fargo                                         $390,000,000
Corporate Trust Services
Mac N9303-120
Sixth & Marquette
Minneapolis, MN 55497
P: 612-3 16-47727
Attn: Julie J. Becker

VR Global Partners, LP                              $380,149,056
Avora Business Park
77 Sadovnicheskaya NAB. Building 1
Moscow, Russia 115035

Rogers Raw Materials Fund                           $287,436,182
c/o Beeland Management
141 West Jackson Boulevard, Suite 1340
Chicago, IL 60604
P: (312) 264-4375

Bancafe International Bank Ltd.                     $176,006,738
Carrera 11 82-76
Segundo 2
Bogota, Colombia
P: 636-4349

     - and -

Bancafe International Bank Ltd.
801 Brickell Avenue Ph1
Miami, FL 33131
P: 305-372-9909
F: 305-372-1797

Markwood Investments                                $110,056,725
Via Lovanio
#19 00198
Rome, Italy

Capital Management Select Fund                      $109,009,282
Lynford Manor, Lynford Cay
Nassau, Bahamas

Leuthold Funds Inc                                  $107,264,868
Leuthold Industrial Metals, LP
100 North 6th Street Suite 412A
Minneapolis, MN 55403
P: 612-332-9141
F: 612-332-0797
Attn: David Cragg

Rietumu Banka                                       $100,860,048
JSC Rietumu Banka
Reg. No. 40003074497
VAT No. LV40003074497
54 Brivibas str
Riga, LV-1011 LATVIA
P: +371-7025555
F: +371-7025588

Cosmorex Ltd.                                        $91,393,820
CP 8057 28080
Madrid, Spain
P: +34-607-745-555
F: +34-667-706-622

BCO Hipotecario Inv. Turistic                        $85,807,030
(Fidelicomiso Federal Forex Invest)
Av Venezuela
Torre Cremerca, Piso 2
Ofici B2 El Rosal
Caracas, VENEZUELA

VR Argentina Recovery Fund                           $77,710,311
Avrora Business Park
77 Sadovnicheskayanab BLDG 1
Moscow, 115035 Russia

Rogers International Raw Materials                   $75,213,814
c/o Beeland Management
141 West Jackson Boulevard, Suite 1340
Chicago IL 60604
P: (312) 264-4375

Creative Finance Limited                             $65,111,071
Marcy Building, Purcell Estate
P.O. Box 2416
Road Town, British Virgin Islands

Cargill                                              $67,000,000
PO Box 9300
Minneapolis, MN 55440-9300
P: (952) 742-7575
F: (952) 742-7393

JWH Global Trust                                     $50,576,912
c/o Refco Commodity Management Inc.
One World Financial Center
200 West Liberty St., 22nd Floor
New York, NY 10281

RB Securities Limited                                $50,661,064
54 Brivibas Street
LV-1011 Riga, Lativa
P: + 371 702-52-84
F: + 371 702-52-26

Premier Trust Custody                                $49,365,415
Abraham De Veerstraat 7-A
Curacao, Netherlands Antilles

London & Amsterdam Trust Company                     $47,560,980
P.O. Box 10459 APO
3rd Floor
Century Yard
Cricket Square, Elgin Ave.
Grand Cayman, Cayman Island

Stilton International Holdings
Trident Chambers, Wickhams Cay
P.O. Box 146
Road Town, British Virgin Islands                    $46,820,415

Refco Advantage Multi-Manager Fund Futures Series    $41,713,723
c/o Refco Alternative Investments Group
One World Financial Center
200 West Liberty St., 22nd Floor
New York, NY 10281

Banesco NY Banesco Banco Universal C.A.              $39,596,609
Av Urdaneta, Esquina El Chorre, Torre Untbanca
Caracas Venezuela

Josefina Franco Sillier                              $32,862,419
Carretera Mexico-Toluca No. 4000
Col. Cuajimalpa D.R. 0500 Mexico

Rovida                                               $32,831,461
London & Amsterdam Trust Company
P.O. Box 10459 APO
3rd Floor
Century Yard, Cricket Sq.

Caja S.A.                                            $30,950,115
Sarmiento 299 1 Subsuelo (1353)
Buenos Aires, Argentina
P: (54 11) 4317-8900
F: (54 11) 4317-8909

Global Management Worldwide                          $28,976,612
Trident Corp.
Service Floor 1
Kings Court Bay St.
PO Box 3944
Nassau, Bahamas

Abadi & Co. Securities                               $28,046,904
375 Park Avenue, Suite 3301
New York, NY 10152
P: (212) 319 -4135

Refco Winton Diversified Futures Fund                $27,226,697
c/o Refco Global Finance
One World Financial Center
200 West Liberty Street, 22nd Floor
New York, NY 10281

Pioneer Futures, Inc.                                $25,932,000
One North End Ave., Suite 1251
New York, NY 10282

Daichi Commodities Co., Ltd.                         $24,894,833
10-10 Shinsen Cho, Shibuya-Ku
Tokyo, I5O-0045 JAPAN

GS Jenkins Portfolio LLC.                            $24,631,959
c/o Refco Capital Markets
One World Financial Center
200 West Liberty Street, 22nd Floor
New York, NY 10281

Winchester Preservation                              $23,349,765
c/o Joseph D, Freney
Christiana Bank & Trust Co.
3801 Kennett Pike, Suite 200
Greenville, DE 19807

Banco Agri Banco Agricola (PANAMA) S.A.              $22,314,386
Edificio Global Bank
#17, Local F, Calle 50 PANAMA, PA

     - and -

Banco Agricola, S.A.
1RA. Cakke Pte. Y 67 AV. Norte
Final Blvd Constitucion #100
San Salvador, ES

Peak Partners Offshore Master Fund Limited           $22,205,344
P.O. Box 2199
GT Grand Pavilion Commercial Center
802 West Bay Road
Grand Cayman, Cayman Islands

Arbat Equity Arbitrage Fund                          $19,106,989
Trident Corporate Services
1st Floor Kings Court
Bay Street
P.O. Box N3944
Nassau, Bahamas

Renaissance Securities (Cyprus) Ltd.                 $17,820,709
2-4 Arch Makarios
111 Avenue Capital Center, 9th Floor
1505 Nicosia Cyprus

AQR Absolute Return                                  $17,482,100
c/o Caledonian Bank & Trust Ltd.
P.O. Box 1043
GT Caledonian House
Grand Cayman, Cayman Islands

Geshoa Fund                                          $17,319,494
Corporate Center
West Bay Road
Po Box 31106 Smb
GRAND CAYMAN

RK Consulting                                        $14,074,345
7, Kountouriotou Street
14563 Kifissia
Greece

VR Capital Group Ltd.                                $13,690,549
Avrora Business Park
Calendonian House Mary Street
NAB 77 Building 1
MOSCOW, RUSSIA 115035
P: +358 600 41 902

GTC Bank, INC.                                       $12,971,439
Calle 55 Este
Torre World Trade Center
Piso 7
PANAMA GUATEMALA
P: (507) 265-7371
F: (507) 265-7396

Inversiones Concambi                                 $12,799,137
c/o AEROCAV 1029
P.O. BOX 02-5304
MIAMI, PL 33102

Miura Financial Services                             $12,150,213
AV. Francisco De Miranda
TORRE LA
PRIMERA PISO 3
CARACAS VENEZUELA

NKB Investments Ltd.                                 $11,699,430
199 Arch Makarios Ave
196 Makarios III Avenue
Ariel Corner 3rd Floor
Office 301 3030
Limassol CYPRUS

Tokyo Forex Financial Inc                            $11,689,354
Shinjyuku Oak Tower, 35th Floor
6-8-1 Nishishinjyuku
Shinjyuku-Ku, Tokyo JAPAN

Birmingham Merchant S.A.                             $11,215,413
AV. ARGENTINA 4793
PISO 3
CALLAO PERU

BAC International                                    $10,906,506
Calle 43 Qnquillo De Laguar
PANAMA
P: (507) 265-8289
F: 507-205-4031

Total Bank                                           $10,657,732
Calle Guaicaipuro Entre
Av.Principalde
Ias Mercedes
Torre Alianza Piso 9
EL ROSAL, CAACAS, VENEZUELA
P: (0212) 264.72.54/49.42
F: (0212) 266.58.12

Reserve Invest (Cypress) Limited                     $10,499,733
Maximos Plaza
3301 Block 3
3035 LIMASSOL
CYPRUS

Refco Commodity Futures Fund                         $10,166,045
c/o Refco Alternative Investments Group
One World Financial Center
200 Liberty Street, 22nd Floor
New York, New York 10281
P: 877 538 8820
F: 877 229 0005


SILICON GRAPHICS: Wants Stay Enforced Against Solectron Corp.
-------------------------------------------------------------
Silicon Graphics, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to:

    -- compel Solectron Corporation to comply with the terms of
       the Agreement, including:

       * timely manufacture and delivery of goods to SGI,

       * honoring existing payment terms,

       * cessation of threats of non-performance, and

       * ordering of component parts for third party vendors
         consistent with how and when the orders were placed
         prepetition; and

    -- award SGI damages and attorney's fees and expenses.

In 1999, the Debtors and Solectron Corporation executed a Contract
Manufacturing Long Term Business Agreement pursuant to which
Solectron agreed to provide manufacturing technology, labor,
facilities and materials necessary for the production of the
Debtors' computer systems.  The Agreement had an initial term of a
year, with one-year automatic renewals unless terminated by either
party.

The contract was renewed on May 2, 2006.

Diane Gibson, a representative of Silicon Graphics, tells the
Court that immediately after she informed Solectron of the
Chapter 11 filings, the firm responded that it was canceling the
Agreement.  Solectron said it would cease performing under the
Agreement.  Solectron also demanded the Debtors to immediately
assume the Agreement.

Gary T. Holtzer, Esq., at Weil, Gotshal & Manges LLP, in New
York, discloses that after lengthy discussions, Solectron notified
the Debtors that it would honor the Agreement but only if the
Debtors agreed to change the contract payment terms.

Mr. Holtzer notes that despite knowledge of the automatic stay,
Solectron's counsel made three demands, each in violation of the
Bankruptcy Code:

    (a) For a two-week period, Solectron will not require cash in
        advance, but will ship products pursuant to existing
        purchase orders on seven-day credit terms.  If SGI
        defaults, shipments will cease immediately;

    (b) Solectron will not enter into any new commitments to
        purchase components for SGI products until the parties
        have reached an agreement as to the assumption of the
        manufacturing agreement; and

    (c) The parties will meet to negotiate the terms of the
        assumption of the manufacturing agreement.  If they are
        unable to reach an agreement, Solectron will file a motion
        to compel the assumption or rejection of the manufacturing
        agreement.  The Debtor agrees to an expedited hearing so
        that the matter can be heard by the end of the two-week
        period, unless the parties agree to extend the seven day
        credit terms.

Sections 362(a) and 365 of the Bankruptcy Code prohibits any act
to obtain possession of or to exercise control over the property
of the estate.  The automatic stay is one of the fundamental
protections afforded Debtors under the Bankruptcy Code, Mr.
Holtzer emphasizes.

Mr. Holtzer contends that Solectron's threats to terminate the
Agreement, multiple attempts to modify its terms, and threats to
cease ordering subcomponents making future performance impossible,
is a clear violation of the stay.  Solectron has attempted to use
its position to threaten the reorganization of SGI's business from
the outset of the bankruptcy cases to obtain special rights it is
not entitled to, Mr. Holtzer notes.

Furthermore, Mr. Holtzer asserts that awarding the Debtors
damages, attorney's fees and costs is appropriate as Solectron's
actions have been willful, highly disruptive and extraordinarily
expensive.  The Debtors estimate that expenses incurred in
responding to Solectron's actions will total $25,000 in attorney's
costs alone.

                      About Silicon Graphics

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  (Silicon Graphics Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SILICON GRAPHICS: Has Until June 20 to Use Cash Collateral
----------------------------------------------------------
In addition to borrowings under a final DIP Facility for up to
$130,000,000, Silicon Graphics, Inc., and its debtor-affiliates
will continue to require the use of cash collateral of the holders
of the Senior Secured Notes.

The Debtors will limit their use of Cash Collateral to amounts
specified in a 19-Week Budget.  A full-text copy of the Debtors'
Cash Flow Forecast commencing as of the week ending May 26, 2006,
through and including the week ending September 29, 2006, is
available for free at http://researcharchives.com/t/s?a66

The U.S. Bankruptcy Court for the Southern District of New York
approves the continued use of the Cash Collateral until June 20,
2006.  The Court also extends all adequate protections.

The Prepetition Senior Lenders have consented to the Debtors' use
of the Prepetition Senior Lenders' Cash Collateral in the ordinary
course of business in accordance with the Agreed Budget.

The Court notes that the interests of the Secured Noteholders are
adequately protected for any diminution in the value of the
Secured Noteholders' interest in the Collateral for the additional
extension of credit.

The Final Hearing is scheduled for June 20, 2006, at 10:00 a.m.

In connection with the Debtors' $130,000,000 DIP Financing
Arrangement, and as adequate protection for any actual diminution
in the value of their interests in the Senior Secured Notes
Collateral by reason of, among other things, the priming by the
liens securing the DIP Facility, U.S. Bank, as indenture trustee
for the Senior Secured Notes, will receive the replacement liens,
superpriority claims and certain payments.

According to Stephen A. Youngman, Esq., at Weil, Gotshal & Manges
LLP, in New York, the Senior Secured Notes Replacement Liens will
be subject only to (i) the liens granted to the $130,000,000 DIP
Lenders, (ii) certain permitted liens, and (iii) the Carve Out.

Similarly, the Senior Secured Notes SuperPriority Claims will be
subject only to (i) the superpriority claims of the $130,000,000
DIP Lenders, (ii) certain permitted liens, and (iii) the Carve-
Out.

                      About Silicon Graphics

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  (Silicon Graphics Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SORELL INC: March 31 Balance Sheet Upside Down by 5.5 Million
-------------------------------------------------------------
Sorell, Inc., fka NetMeasure Technology Inc., filed its first
quarter financial statements for the three months ended March 31,
2006, with the Securities and Exchange Commission on May 22, 2006.

The Company reported a $1,745,604 net loss on $2,309,613 of
revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $20,128,176
in total assets and $ 25,706,284 in total liabilities resulting in
$5,578,108 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $11,440,686 in total current assets available to
pay $20,664,222 in total current liabilities coming due within the
next 12 months.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?a9b

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 16, 2006,
SF Partnership, LLP, Chartered Accountants, in Toronto, Canada,
raised substantial doubt about Sorell, Inc., fka NetMeasure
Technology 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.

                         About Sorell Inc

Sorell, Inc., fka NetMeasure Technology Inc. (OTCBB: SLII)
develops, manufactures, sells consumer electronics, which includes
mobile phones, MP3 players, MP3 CD players, portable media
players, mobile cameras and other devices.  S-Cam Co., Ltd., based
in Korea, is an operating subsidiary of Sorell and
a divestiture from Samsung Electronics.


SPECIALTY UNDERWRITING: Fitch Affirms Class B-3 Cert.'s BB Rating
-----------------------------------------------------------------
Fitch affirmed these mortgage pass-through certificates:

Specialty Underwriting & Residential Finance Trust, series
2005-AB1

   -- Class A affirmed at 'AAA'
   -- Class M1 affirmed at 'AA+'
   -- Class M2 affirmed at 'AA'
   -- Class M3 affirmed at 'A'
   -- Class M4 affirmed at 'A-'
   -- Class B-1 affirmed at 'BBB+'
   -- Class B-2 affirmed at 'BBB-'
   -- Class B-3 affirmed at 'BB'

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $196.72 million of outstanding certificates.  The
performance of the transactions has generally been consistent with
expectations.

The underlying collateral for the transaction listed consists of
fixed- and adjustable- rates, fully amortizing and balloon, first
lien residential mortgage loans on one- to four-family residential
properties.

At origination, the credit scores range from 620-814 and had an
average score of 686.  As of the May 2006 distribution, series
2005-AB1 is 12 months seasoned.  The pool factor (current
principal balance as a percentage of original) is approximately
73%.

The cumulative loss as a percentage of the original principal
balance is approximately 0.12%.  The servicer for this transaction
is Wilshire Credit Corporation, rated 'RPS-' by Fitch.

Series 2005-AB1 was originated in accordance with the Specialty
Underwriting and Residential Finance underwriting guidelines.
SURF acts as program administrator for the seller, Merrill Lynch
Mortgage Lending, Inc., and its loan acquisition program
facilitates the purchase by Merrill Lynch Mortgage Lending, Inc.
of eligible non-conforming loans from various SURF-approved
originators.


SUNCOM WIRELESS: March 31 Stockholders' Deficit Tops $228.3 Mil.
----------------------------------------------------------------
SunCom Wireless Holdings Inc. reported a $147,205,000 net loss on
$201,892,000 of total revenues for the three months ended March
31, 2006.

At March 31, 2006, the Company's balance sheet showed
$1,848,318,000 in total assets, $2,076,514,000 in total
liabilities, and $116,000 in minority interest, resulting in a
$228,312,000 stockholders' deficit.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?aa3

Based in Berwyn, Pennsylvania, SunCom Wireless Holdings Inc. --
http://www.suncom.com/-- fka Triton PCS, Inc., is licensed to
provide digital wireless communications services in the
southeastern United States, Puerto Rico and the U.S. Virgin
Islands.  As of Dec. 31, 2005, the network covers approximately
14.8 million potential customers in North Carolina, South
Carolina, Tennessee and Georgia and 4.1 million potential
customers in Puerto Rico and the U.S. Virgin Islands.

At March 31, 2006, the company's stockholders' deficit widened to
$228,312,000 from an $83,266,000 deficit at Dec. 31, 2005.

                      *     *     *

As reported in the Troubled Company Reporter on March 22, 2006,
Standard & Poor's Ratings Services held its ratings on Berwyn,
Pennsylvania-based SunCom Wireless Holdings Inc. and its operating
subsidiaries, including the 'CCC+' corporate credit rating, on
CreditWatch, where they were placed with negative implications on
Jan. 23, 2006.

The 'B-' bank loan rating for Suncom Wireless Inc. remained on
CreditWatch with negative implications, but the bank loan recovery
rating of '1' is not on CreditWatch, indicating high expectations
for full (100%) recovery of principal in the event of bankruptcy
or payment default.


SWISS MEDICA: March 31 Balance Sheet Upside Down by $33.2 Million
-----------------------------------------------------------------
Swiss Medica Inc., filed its first quarter financial statements
for the three months ended March 31, 2006, with the Securities and
Exchange Commission on May 18, 2006.

The Company reported a $1,462,738 net loss on $1,221,501 of
revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $6,691,088
in total assets and $5,778,215 in total liabilities, resulting in
a $33,252,260 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $5,506,394 in total current assets available to pay
$5,764,723 in total current liabilities coming due within the next
12 months.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?a80

                        Going Concern Doubt

Russell Bedford Stefanou Mirchandani, LLP, in McLean, Virginia,
raised substantial doubt about Swiss Medica 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 difficulty in
generating sufficient cash flow to meet its obligations and
sustain its operations.

                    About Swiss Medica

Swiss Medica - http://www.swissmedica.com/-- is a consumer
healthcare company, which commercializes proprietary 100% pure
bioscience products or all-natural compounds that have health
promoting, disease preventing or medicinal properties.


TAG ENT: March 31 Balance Sheet Upside Down by $8.9 Million
-----------------------------------------------------------
Tag Entertainment Corp., filed its first quarter financial
statements for the three months ended March 31, 2006, with the
Securities and Exchange Commission on May 22, 2006.

The Company reported a $141,000 net loss on $791,000 of revenues
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $7,462,000
in total assets, $3,406,000 in total liabilities, convertible
preferred stock of $1,528,000, minority interests of $2,057,000,
resulting in a $471,000 stockholders' equity.

The Company's March 31 balance sheet also showed strained
liquidity with $4,956,000 in total current assets available to pay
$3,406,000 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?a8b

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 25, 2006,
A.J. Robbins, PC, in Denver, Colorado, raised substantial doubt
about TAG Entertainment Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditors pointed
to the company's recurring losses and negative cash flows from
operations.

                     About TAG Entertainment

TAG Entertainment Corp. -- http://www.tagentertainment.com/--  
its wholly owned subsidiary, TAG Entertainment USA, Inc., are
independent producer of family oriented feature films, television
programming and other entertainment products for theatrical,
television and home video distribution.  In 2004, the company
produced 21 episodes of the television series Arizona Highways:
The Television Series for local broadcast.


TELECONNECT INC: March 31 Balance Sheet Upside Down by $6.3 Mil.
----------------------------------------------------------------
Teleconnect Inc. filed its financial statements for the three
months ended March 31, 2006, with the Securities and Exchange
Commission on May 15, 2006.

The Company reported a $2,907,000 net loss on $1,039,000 of
revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $1,202,000
in total assets, $7,584,000 in total liabilities, resulting in a
$6,382,000 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $603,000 in total current assets available to pay
$7,496,000 in total current liabilities coming due within the next
12 months.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://researcharchives.com/t/s?a91

                        Going Concern Doubt

Murrell, Hall, McIntosh & Co., PLLP, expressed substantial doubt
about Teleconnect Inc.'s ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
year ended Sept. 30, 2005.  The auditing firm pointed to the
Company's recurring losses from operations and net capital
deficiency at the end of fiscal 2005.

Teleconnect Inc., formerly ITS Network, began as a call back
service for foreign visitors to the south coast of Spain, but now
provides prepaid fixed-line and mobile long-distance and
rechargeable prepaid calling cards.  After changing management in
2000, the company acquired Spanish telecommunications firm ITS
Europe.  In 2002, Teleconnect acquired prepaid calling card
business Teleconnect Comunicaciones.  Teleconnect sold its
postpaid telephone operations to Affinalia in 2003.


TOYS 'R' US: Amazon to Appeal Agreement Termination
---------------------------------------------------
Amazon.Com, Inc., disclosed in a Securities and Exchange
Commission filing that it is appealing a recent court decision
terminating its contract with Toysrus.com.  The Appellate Division
of the New Jersey Superior Court had denied the Company's motion
to stay the termination pending a decision on its appeal.  Amazon
believes that it will prevail on the appeal and that Toysrus.com's
claims lack merit.

The Chancery Court division of the Superior Court of New Jersey
issued a decision on March 2006 severing the agreement between
Toysrus.com and Amazon.com.  This decision allowed Toysrus.com to
move forward expeditiously to re-establish its own e-commerce
business on the new platform supported by GSI Commerce, Inc.

As reported in the Troubled Company Reporter on May 25, 2006, Toys
"R" Us inked a partnership deal with GSI Commerce for its online
business.  The transition of Toysrus.com and Babiesrus.com to the
new e-commerce platform is expected to occur on July 1,2006.

                     About Toys "R" Us, Inc.

Headquartered in Wayne, New Jersey, Toys "R" Us is the world's
leading specialty toy retailer.  Currently it sells merchandise
through more than 1,400 stores, including 587 toy stores in the
U.S. and 646 international toy stores, including licensed and
franchise stores as well as through its Internet sites at
http://www.toysrus.com/http://www.imaginarium.com/and
http://www.sportsrus.com/ Babies "R" Us is the largest baby
product specialty store chain in the world and a leader in the
juvenile industry, and sells merchandise through 232 stores in the
U.S. as well as on the Internet at http://www.babiesrus.com/

                             *   *   *

Toys "R" Us Inc.'s 8-3/4 Debentures due 2021 carry Moody's
Investors Service's B2 rating and Standard & Poor's CCC rating.


TRIBUNE CO: Sells Broadcasting Station to Gannett Co. for $180MM
----------------------------------------------------------------
Tribune Company sold WATL-TV (channel 36), Atlanta, to Gannett Co.
for $180 million.  The transaction will close upon regulatory
approval.

"This reflects an important aspect of the stock repurchase
strategy that we communicated last week," Dennis FitzSimons,
Tribune chairman and chief executive officer, said.  "Our goal is
to generate additional shareholder value through improved
operating performance, asset sales and the disciplined repayment
of debt over the next several years.  The sale of WATL further
demonstrates our commitment to delivering value for shareholders."

On May 30, Tribune reported that it would acquire up to 75 million
shares of the company's common stock, sell at least $500 million
in assets, and reduce operating expenses by $200 million over the
next two years.

"As an upcoming affiliate of MyNetworkTV, WATL has a great future
under the ownership of a broadcasting leader like Gannett," said
John Reardon, Tribune Broadcasting president.  "Steve Carver and
the entire team at WATL have built a strong station and we
couldn't be more appreciative and proud of their dedication and
professionalism."

Tribune acquired a minority stake in WATL in 1995 and obtained
full ownership of the station in 2000 as part of its acquisition
of Qwest Broadcasting.  WATL, currently an affiliate of The WB
Network, will join Fox Television's MyNetworkTV when the network
launches Sept. 5, 2006.

                          About Tribune

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is one of the country's top media
companies, operating businesses in publishing and broadcasting.
It reaches more than 80% of U.S. households and is the only media
organization with newspapers, television stations and websites in
the nation's top three markets.  In publishing, Tribune operates
11 leading daily newspapers including the Los Angeles Times,
Chicago Tribune and Newsday, plus a wide range of targeted
publications.  The company's broadcasting group operates 26
television stations, Superstation WGN on national cable, Chicago's
WGN-AM and the Chicago Cubs baseball team.  Popular news and
information websites complement Tribune's print and broadcast
properties and extend the company's nationwide audience.

                          *     *     *

As reported in the Troubled Company Reporter on June 1, 2006,
Fitch Ratings downgraded Tribune Co.'s Issuer Default Rating to
'BBB-' from 'A-'.  The Rating Outlook is Negative.  Approximately
$3.2 billion of outstanding senior unsecured and subordinated debt
on the balance sheet as of March 31, 2006 is affected by this
action.

Fitch Ratings also downgraded the Company's senior unsecured
revolving credit facility to 'BBB-' from 'A-', senior unsecured
notes due 2006-2027 to 'BBB-' from 'A-', and subordinated
exchangeable debentures due 2029 to 'BB+' from 'BBB+'.

The downgrade reflects the significant debt load that Tribune is
assuming in order to return capital to shareholders.  Tribune
announced that it will incur over $2 billion in additional bank
debt and publicly issued bonds to fund its tender of 25% of its
outstanding shares.  The leveraged share buy-back represents a
significant departure from Tribune's historically conservative
financial policies and emphasizes the pressures that slower
growing traditional media companies are under to boost their stock
prices.


UNITED COMPONENTS: Completes ASC Industries Purchase
----------------------------------------------------
United Components, Inc., has completed its acquisition of all of
the capital stock of water pump manufacturer ASC Industries, Inc.
With the completion of the transaction, ASC will now become UCI's
Center of Excellence for water pump production and UCI's Airtex
business unit will continue as the Center of Excellence for fuel
pumps.

"We are very pleased to now have ASC as an integral part of the
UCI family," said Bruce Zorich, CEO of UCI.  "We're excited to
integrate ASC with our existing water pump business to create a
strong global competitor for today's competitive marketplace."
UCI also disclosed that, in connection with funding the
acquisition, it has entered into an amendment of its existing
senior credit facilities, which includes additional borrowings of
approximately $115 million.

                       About ASC Industries

Founded in 1976, ASC Industries, Inc. is located in North Canton,
Ohio in Foreign Trade Zone #181.  ASC Industries is a leading
manufacturer of automotive water pumps and industrial components.
ASC specializes in the global sourcing, supply chain management,
assembly, and distribution of those products.

                       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'.


VALCOM INC: Posts $2.55 Mil. Net Loss in 2006 1st Fiscal Quarter
----------------------------------------------------------------
ValCom, Inc., filed its financial statements for the three months
ended March 31, 2006, with the Securities and Exchange Commission
on May 22, 2006.

The Company reported a $2,557,443 net loss on $2,107,163 of
revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $1,994,745
in total assets and $2,395,192 in total liabilities, resulting in
$400,447 of stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $ 713,876 in total current assets available to pay
$2,395,192 in total current liabilities coming due within the next
12 months.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?a90

                        Going Concern Doubt

As reported in the Troubled Company Reporter on January 25, 2006,
Armando C. Ibarra, CPAs, expressed substantial doubt about ValCom,
Inc.'s ability to continue as a going concern after it audited the
Company's financial statements for the fiscal years ended Sept.
30, 2005 and 2004.  The auditing firm pointed to the Company's
recurring losses from operations

                           About ValCom

Headquartered in Las Vegas, Nevada, ValCom, Inc. --
http://www.valcom.tv/-- is a diversified and vertically
integrated, independent entertainment company.  ValCom, Inc.
through its operating divisions and subsidiaries creates and
operates full service facilities that accommodate film, television
and commercial productions with its four divisions that are
comprised of: studio, film and television, camera/equipment
rentals, and broadcast television.  As of Sept. 30, 2005, ValCom
had four subsidiaries: Valencia Entertainment International, LLC;
Half Day Video, Inc.; ValCom Studios, Inc. and ValCom
Broadcasting, LLC.


VTEX ENERGY: Amends Operating Agreement with U.S. Energy
--------------------------------------------------------
VTEX Energy, Inc., and U.S. Energy Systems, Inc., entered into an
amended and restated limited liability company operating agreement
with respect to U.S. Energy Overseas Investments LLC on
May 22, 2006.

As reported in the Troubled Company Reporter on Oct. 20, 2005,
VTEX Energy and its wholly owned subsidiary, Viking International
Petroleum, PLC, inked an agreement with Marathon Capital, LLC and
USEY for the joint acquisition of certain energy assets in the
United Kingdom.  The energy assets to be acquired included gas
field licenses, gas gathering and processing systems and a related
gas turbine power plant.  The gas field licenses are owned by
Viking Petroleum UK Limited, an entity in which VTEX Energy has an
approximate 26% ownership interest.

The May 22 agreement provides that at closing:

     -- the Company will contribute to Overseas all the
        outstanding share capital of Viking International
        Petroleum Limited, the entity that owns 26 shares of
        Viking Petroleum;

     -- Overseas will issue its Class B membership units to the
        Company;

     -- USEY will issue to the Company warrants to acquire up to
        500,000 shares of USEY common stock; and

     -- USEY will make a capital contribution to Overseas, in
        addition to its prior capital contribution of $350,000, of
        $6,150,000.

                      Class B Units Terms

The Class B units will be convertible into up to 1,900,000 shares
of USEY common stock beginning on the earlier to occur of the
third anniversary of the closing or the date on which the average
market price of USEY common stock exceeds $11.00 per share for 20
consecutive trading days.  USEY has the right to cause these units
to be converted into common stock if the average market price,
exceeds $14.30.  The right to convert these units ends after the
sixth anniversary of the closing.

The warrants are exercisable,  until the fifth  anniversary of the
closing, for the number of shares of USEY common stock and at
these exercise prices:

                            Number                   Exercise
Title                      of shares                   Price
-----                      ---------                 --------
Series D
Common Stock
Purchase Warrants           166,667                    $8.00

Series E
Common Stock
Purchase Warrants           166,667                    $9.00

Series F
Common Stock
Purchase Warrants           166,667                   $10.00

The Company is entitled, under specified circumstances, to have
the resale of the shares of common stock issuable upon conversion
of the units and exercise of the warrants registered under the
Securities Act of 1933, as amended.

                   Distribution of Net Cash Flow

The agreement provides that to the extent Overseas' Board of
Managers determines that net cash flow is to be distributed, it is
to be distributed in this descending order of priority:

     -- Pro rata based on the Company's and USEY's capital
        contributions until each has received distributions equal
        to their capital contribution and a preferred return of
        12% per year on such contributions;

     -- Fifty percent to each party until such party has received
        total distributions of net cash flow equal to $350,000
        plus 12% per annum thereon; and thereafter;

     -- 90% to USEY and 10% to the Company.

Gain on a sale of all or substantially all of the assets of
Overseas or the liquidation or dissolution of Overseas is to
distributed in this order of priority:

     -- Pro rata based on the Company's and USEY's capital
        contributions until each has received distributions equal
        to their capital contribution and a preferred return of
        12% per year on such contributions;

     -- ninety-nine percent to the Company and 1% to USEY, until
        the Company has received an amount equal to $20,900,000;
        and

     -- thereafter to USEY.

Generally, income and losses are to be allocated in the same
manner as net cash flow is distributed.

                             Voting

With limited exception, USEY will hold all the voting rights with
respect to Overseas.

                            About VTEX

VTEX Energy, Inc., explores for and produces oil and gas primarily
in Louisiana and Texas.  The company focuses on low-risk drilling
developments, recompletions, and workovers, and has estimated
proved preserves of 103,000 barrels of crude oil and 9.4 billion
cu. ft. of natural gas.

                            *   *   *

                       Going Concern Doubt

Pannell Kerr Forster of Texas, P.C., in Houston, Texas, raised
substantial doubt about VTEX Energy, Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the year ended April 30, 2005.  The
auditor pointed to the company's significant losses from
operations, working capital deficiency, and additional funding
requirement.


WINDSTREAM COMMS: Fitch Rates Proposed $2.5 Billion Notes at BB+
----------------------------------------------------------------
Fitch assigned an issuer default rating of 'BB+' to Windstream
Communications.

In addition, Fitch has assigned a 'BBB-' rating to its proposed
credit facility, of which $2.4 billion is expected to be
outstanding, and a 'BB+' rating to its proposed $2.5 billion of
senior unsecured notes.  The Rating Outlook is Stable.

At the completion of the transaction, Fitch expects to assign a
'BBB-' rating to Valor's existing $400 million in senior notes
(co-issued by Valor Telecommunications Enterprises, LLC and Valor
Telecommunications Enterprises Finance Corp.).

In addition, Fitch has removed from Rating Watch Negative and
affirmed with a Stable Outlook the 'BBB-' ratings assigned to
Alltel Georgia Communications senior debt and downgraded its IDR
to 'BB+' from 'A'.  The rating assigned to Alltel Communications
Midwest (Aliant) has been downgraded to 'BB+' from 'BBB-' and
removed from Rating Watch Negative.  A 'BB+' IDR has been assigned
to Alltel Communications Midwest and its Rating Outlook is Stable.

The ratings of Alltel New York and Alltel Pennsylvania have been
affirmed at 'BBB-' and removed from Rating Watch Negative.  The
ratings will be withdrawn following their retirement at the time
of the transaction.

Following the merger of Alltel Wireline with Valor, which is
expected to take place in mid-July of 2006, the surviving
corporation (which is Valor) will be renamed Windstream
Communications.  Alltel Corp. will remain a separate business
focused on providing wireless services.

Generally, Wireline-related assets will be spun off with the
Alltel Wireline, including:

   * the directory business;
   * the competitive local exchange carrier operation;
   * the Internet access business; and
   * certain other support businesses.

The long-distance operations will be retained by the wireline
business, other than the fiber backbone supporting those
operations and the revenues attributable to the wireless business'
use of the fiber backbone.  To bring about the spin-off, Alltel
Wireline will issue common stock and distribute approximately $1.7
billion of notes (the exchange notes) to Alltel Corp.  Alltel
Wireline will also assume $181 million of local exchange
subsidiary debt (net of $81 million to be refinanced after the
merger) issued by Alltel Georgia and Alltel Communications
Midwest.

Alltel Wireline will then pay a special dividend of $2.275 billion
to Alltel.  Alltel Wireline's merger with Valor will take place
immediately after Alltel distributes the common stock of Alltel
Wireline to its shareholders.  Following the merger, Alltel
shareholders will own 85% of the company and Valor shareholders
15%.  Valor's shareholders still need to approve the transaction,
and the shareholder meeting is expected to take place on June 27,
2006.

Windstream is expected to have up to $3.3 billion in available
credit facilities, including a $500 million five-year revolving
facility and up to $2.8 billion in term credit facilities.  The
company also plans to issue $800 million in senior notes.  The
credit facilities and notes will be used:

   * to pay the $2.275 billion dividend;

   * to refinance the $783 million outstanding on Valor's bank
     facility; and

   * to refinance a potential offer for Valor's $400 million in
     outstanding senior notes.

Windstream will assume and guarantee equally and ratably with the
credit facilities $400 million of outstanding Valor debt
securities if they are not tendered to Windstream, and the
availability of $400 million on the term credit facility will be
terminated.

Following the spin-off and merger, Windstream will be the second
largest rural local exchange carrier and the sixth largest local
exchange carrier in the U.S.  The company will have at closing
approximately 3.4 million access lines in 16 states, with about
two-thirds of its access lines concentrated in the states of:

   * Georgia,
   * Kentucky,
   * Texas,
   * Ohio, and
   * Nebraska.

Annual revenues are expected to approximate $3.4 billion.

Fitch's rating incorporates expectations for Windstream to
generate strong operating cash flows and to have access to ample
liquidity.  Fitch expects Windstream to pay out approximately 70%
of its net free cash flow as dividends to common shareholders.

The remaining free cash flows are expected to be used to maintain
a relatively stable leverage ratio, with debt to EBITDA in the
3.2x to 3.3x range.  Liquidity is also supported by the company's
$500 million revolving credit facility, which will be in place
until July 2011.  Debt maturities in the next several years are
expected to be nominal.

Fitch believes that the company's rural footprint provides it with
modestly lower exposure to competition than the urban-based
regional Bell operating companies.  The company indicated that it
will have approximately 25 access lines per square mile, which
compares favorably to the non-rural carrier average of 128 access
lines per square mile.

Concerns regarding Windstream include its dependence on voice
service revenues.  Fitch expects the company will continue to
experience pressure on its cash flow from competition for its core
voice services from technology substitution, including from
wireless and cable operators.  Cable operators are expected to
materially increase their potential addressable market for voice
services in Windstream's operating territory in 2006 and 2007,
which could cause an acceleration of access line losses.

Windstream is expected to mitigate this pressure through the
growth in revenue from new services, including the continued
deployment of high speed data services, and by bundling its voice
services with data, wireless and video services.  The company
currently has an agreement with Echostar Communications to offer
its DISH network satellite television service and expects to enter
into agreements to sell wireless services.

In addition, the company will attempt to mitigate pressure on cash
flow through cost controls and the realization of synergies
arising from the combination of Alltel Wireline's business with
Valor.

Fitch believes that Windstream's expected dividend payout ratio is
somewhat high for the industry as a whole, but in line with its
expected low-growth profile and other rural carriers.  The company
is expected to have moderate financial flexibility and Fitch
expects the company to initially reduce debt with excess cash
flows.

In the intermediate to longer term, Fitch believes the company has
an interest in participating in the consolidation of the rural
wireline market, subject to a rigorous set of criteria.  As a
mature business, capital expenditures are expected to be
relatively flat.  The company has no current plans to deploy a
wireline-based video network, but will monitor developments in
this area.  Such a deployment could lead to an increase in capital
spending.

Fitch's Stable Rating Outlook reflects expectations for relatively
flat leverage as produced by moderate declines in EBITDA and debt.
On a pro forma basis, and including a projected $40 million in net
synergies, Windstream's gross debt-to-operating EBITDA was 3.2x in
2005.

In Fitch's view, leverage is expected to remain relatively stable
for the foreseeable future, assuming the continued loss of access
lines, partly offset by the company's growth initiatives.  Factors
causing Fitch to revise the Rating Outlook to Negative would
include an acceleration in the rate of EBITDA erosion arising from
greater than anticipated access line losses and/or cost pressures,
and an increase in cash flowing to equity holders through
dividends or stock repurchases in the absence of improvements in
operating cash flows.


WORLDCOM INC: Asks Court to Disregard Richard Drew's Objection
--------------------------------------------------------------
WorldCom, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to:

   (a) disregard Richard Drew's opposition;

   (b) deny Class Certification; and

   (c) grant summary judgment in their favor.

Michael J. Leahy, Esq., at Stinson Morrison Hecker LLP, in Omaha,
Nebraska, asserts that Richard Drew did not comply with Local
Bankruptcy Rule 7056-1 in submitting his opposition brief.  Mr.
Drew failed to respond to the Debtors' numbered statements of
facts not in dispute.  In addition, Mr. Drew did not present his
own statement of facts, with citations to the record or evidence
to support it.  Thus, pursuant to the Local Rules, the Debtors'
statement of facts is deemed admitted and uncontroverted.

Mr. Drew purports to make statements questioning Andrew M.
Graves' affidavit testimony, but it is clear Mr. Drew lacks any
knowledge or foundation for those statements, Mr. Leahy maintains.

Mr. Leahy contends that any request by Mr. Drew for class
certification would be untimely.  The first opportunity for a
claimant to seek application of Rule 7023 of the Federal Rules of
Bankruptcy Procedure would be after an objection is made to the
proof of claim.  The Debtors objected to Mr. Drew's claim in
October 2004.  However, Mr. Drew has never once asked the Court to
apply Bankruptcy Rule 7023 to his claim.

Moreover, Mr. Drew cannot use the "fraud on the market" theory to
avoid the numerous individualized inquiries attendant to each
potential class member's claim.  The "fraud on the market" theory
has been utilized in securities fraud cases, but has not been used
in consumer fraud cases, Mr. Leahy points out.

             Mr. Drew Seeks to Withdraw Reference

As reported in the Troubled Company Reporter on May 9, 2006, John
E. Wall, Jr., Esq., in Dallas, Texas, argued the issue between the
Debtors and Mr. Drew is not a core proceeding.  Rather, it is a
proceeding where Mr. Drew is attempting to recoup overcharges to
subscribers who were defrauded, and for the United States
Government, who was defrauded if all the revenue generated and
billed was not paid to the FCC/USF.

Pursuant to Section 157 of the Judiciary and Judicial Procedures
Code provides that a District Court may withdraw, in whole or in
part any case referred to in that Section, for cause shown.

Accordingly, Mr. Drew asked the Bankruptcy Court to withdraw the
reference and transfer the case to the U.S. District Court for the
Northern District of Texas, Dallas Division.

Mr. Drew has demanded a jury trial, Mr. Wall maintains.

Moreover, the Debtors' request is premature, Mr. Wall contends.
"[Mr.] Drew has attempted to engage in discovery regarding the
class, which discovery has been thwarted by the [Debtors] . . .
[The Debtors have] refused to provide any discovery regarding the
class identity, class damages and class commonality."

Mr. Wall also contended that the Debtors did overcharge Mr. Drew.

Mr. Wall pointed out that:

   * in initial disclosures, Mr. Graves was never identified as a
     person with knowledge of relevant facts.  Thus, he cannot
     testify;

   * neither the Federal Universal Service Fee nor the Filed
     Tariffs authorized the Debtors to charge 6% of the plan
     fee, nor of the NAF.  Thus, Mr. Drew and others were
     overcharged;

   * it is clear that either Class Certification should occur, or
     an  alternative claim of a violation of the Federal False
     Claim Act should be brought.  Contrary to the Debtors'
     suggestion, the case is susceptible to a Class Certification
     for fraud in light of the "fraud on the market" theory.

Mr. Drew asked the Court to deny the Debtors' request for summary
judgment.

                          About WorldCom

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on October
31, 2003, and on April 20, 2004, the company formally emerged from
U.S. Chapter 11 protection as MCI, Inc. (WorldCom Bankruptcy News,
Issue No. 118; Bankruptcy Creditors' Service, Inc., 215/945-7000)


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
AFC Enterprises         AFCE        (44)         176       31
Abraxas Petro           ABP         (22)         125       (6)
Accentia Biophar        ABPI         (9)          39      (19)
Adventrx Pharma         ANX         (26)          23      (27)
Alaska Comm Sys         ALSK        (29)         550       12
Alliance Imaging        AIQ         (29)         683       19
AMR Corp.               AMR      (1,272)      29,918   (1,924)
Atherogenics Inc.       AGIX       (114)         227      182
Bally Total Fitn        BFT      (1,463)         486     (442)
Biomarin Pharmac        BMRN         46          488     (322)
Blount International    BLT        (134)         462      129
CableVision System      CVC      (2,468)      12,832    2,643
CCC Information         CCCG        (95)         112       34
Centennial Comm         CYCL     (1,069)       1,409       32
Cenveo Inc              CVO         (56)       1,045      157
Choice Hotels           CHH        (148)         274      (68)
Cincinnati Bell         CBB        (727)       1,888       33
Clorox Co.              CLX        (427)       3,622     (258)
Columbia Laborat        CBRX         11           43       24
Compass Minerals        CMP         (59)         702      171
Crown Holdings I        CCK          46        6,885      171
Crown Media HL          CRWN       (165)       1,229       93
Deluxe Corp             DLX         (71)       1,394     (264)
Denny's Corporation     DENN       (261)         505      (75)
Domino's Pizza          DPZ        (632)         387      (10)
Echostar Comm           DISH       (690)       8,935    1,438
Emeritus Corp.          ESC        (105)         725      (19)
Emisphere Tech          EMIS        (26)          13      (11)
Empire Resorts I        NYNY        (28)          57       (5)
Encysive Pharm          ENCY        (38)         119       82
Foster Wheeler          FWLT       (239)       2,032      (52)
Gencorp Inc.            GY          (84)       1,002       (3)
Graftech International  GTI        (175)         919      286
H&E Equipment           HEES        204          667       13
Hollinger Int'l         HLR        (198)       1,038     (271)
I2 Technologies         ITWO        (65)         195      (20)
ICOS Corp               ICOS        (51)         248      121
IMAX Corp               IMAX        (25)         238       33
Immersion Corp.         IMMR        (18)          47       33
Incyte Corp.            INCY        (38)         399      189
Indevus Pharma          IDEV       (134)          86       50
Investools Inc.         IEDU        (33)          87      (54)
Koppers Holdings        KOP        (100)         556      150
Kulicke & Soffa         KLIC         46          399      204
Labopharm Inc.          DDS          (8)          46        9
Level 3 Comm. Inc.      LVLT       (546)       8,284      713
Ligand Pharm            LGND       (212)         289     (144)
Linn Energy LLC         LINE        (45)         280      (51)
Lodgenet Entertainment  LNET        (70)         261        7
Maxxam Inc.             MXM        (661)       1,048      101
Maytag Corp.            MYG        (187)       2,954      150
McDermott Int'l         MDR          50        3,160      277
McMoran Exploration     MMR         (38)         411       (1)
Movie Gallery           MOVI       (171)       1,248     (843)
NPS Pharm Inc.          NPSP       (129)         287      212
New River Pharma        NRPH          3           96       82
Omnova Solutions        OMN         (15)         360       65
ON Semiconductor        ONNN       (224)       1,211      251
Qwest Communication     Q        (3,060)      21,126     (923)
Riviera Holdings        RIV         (30)         219        7
Rural/Metro Corp.       RURL        (93)         302       50
Rural Cellular          RCCC       (500)       1,427      144
Sepracor Inc.           SEPR       (128)       1,284      906
St. John Knits Inc.     SJKI        (52)         213       80
Sun Healthcare          SUNH          1          531      (46)
Tivo Inc.               TIVO        (33)         143       19
USG Corp.               USG        (496)       6,522    1,956
Unigene Labs Inc.       UGNE         (7)          21       (2)
Vertrue Inc.            VTRU        (24)         466      (78)
Weight Watchers         WTW         (42)         856      (69)
Worldspace Inc.         WRSP     (1,516)         682      197
WR Grace & Co.          GRA        (548)       3,506      881

                             *********

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 G.
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 ***