TCR_Public/060609.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, June 9, 2006, Vol. 10, No. 136

                             Headlines

ADELPHIA COMMS: Trade Claims Panel Plan Support Pact Draws Flak
ADELPHIA COMMS: Files Transaction Agreements for Sale Approval
ADELPHIA: Century-TCI & Parnassos Debtors File Joint Venture Plan
ADVANCE AUTO: S&P Affirms BB+ Corp. Credit & Sr. Sec. Debt Ratings
ADVANCED MEDICAL: Plans to Sell $500MM Senior Subordinated Notes

ADVANCED MEDICAL: S&P Puts B Rating on $450 Million Sr. Sub. Debt
AIR CANADA: Pilots Seek to Recoup Losses from Bankruptcy
AIRNET COMMUNICATIONS: Wants Until June 14 to File Schedules
AIRNET COMMUNICATIONS: Hires Gronek & Latham as Bankruptcy Counsel
AIRNET COMMUNICATIONS: BDO Seidman Expresses Going Concern Doubt

ALLIED HOLDINGS: Rejects License Contract with SEA Inc.
ALLIED HOLDINGS: Trustees Dispute Liability Under Insurance Pacts
ANCHOR GLASS: Gallen's And Feinberg's Equity Stake Cancelled
ANCHOR GLASS: Court Disallows Part of JEA's Claim
ANVIL HOLDINGS: S&P Downgrades Rating to CC With Negative Outlook

APARTMENT INVESTMENT: Fitch Affirms $900 Mil. Stock's BB+ Rating
ARMSTRONG WORLD: Testimony Concluded on 3-Day Confirmation Hearing
ARVINMERITOR: Moody's Assigns Ba1 Rating on $1 Billion Loan
ATRIUM CO: Moody's Holds Caa1 Rating on $124MM Sr. Discount Notes
AUSTIN COMPANY: Files Disclosure Statement in Northern Ohio

AVALON RE: S&P Lowers Subordinated Debt's Rating to CCC- from B
BENCHMARK HOMES: Auctioning Housing Lots on June 22
BOWATER INC: Posts $18.8 Million Net Loss in 2006 First Quarter
CATHOLIC CHURCH: Frank Voth Wants Stay Lifted to Liquidate Claim
CCS MEDICAL: S&P Downgrades Rating to B- With Negative Outlook

CHARLES RIVER: Posts $100 Mil. Net Loss in Quarter Ended April 1
CHESAPEAKE ENERGY: Fitch Affirms Conv. Pref. Stock's B+ Rating
CHOICE ONE: S&P Junks Proposed $160 Million Term Loan's Rating
CIMAREX ENERGY: S&P Upgrades Senior Unsecured Debt Rating to BB-
CONGOLEUM: Insurers Want to Buy Back Insurance Policies for $25MM

CURATIVE HEALTH: Eliminates $185MM Bondholder Debt Upon Emergence
DANA CORPORATION: Court Approves Sypris Settlement Agreement
DANA CORPORATION: Rejects Ten Equipment & Property Leases
DANA CORP: Resolves Shipping Charges Dispute With Toledo Press
DELTA AIR: Says Fee Examiner is Inappropriate and Unnecessary

DELTA AIR: Court Approves Chicago Set-Off Deal
DOBSON COMMS: Posts $10.8 Million Net Loss for First Quarter 2006
DOMINICK PEBURN: Case Summary & 12 Largest Unsecured Creditors
EASY GARDENER: Files Schedules of Assets and Liabilities
EASY GARDENER: Committee Hires Young Conaway as Bankruptcy Counsel

EDS CORP: Completes Purchase of MphasiS Majority Stake for $380MM
EUGENE SCIENCE: March 31 Balance Sheet Upside Down by $11.3 Mil.
FAIRCHILD SEMICONDUCTOR: S&P Rates New $500MM Facilities at BB-
FEDERAL-MOGUL: Plans to Close Malden Facility by Year-End
FEDERAL-MOGUL: Insurers Object to Kenesis as Insurance Consultant

FLEMING COS: Expects to Allot $73MM to General Unsecured Claims
GLASS GROUP: Unsec. Creditors to Recover at Most 36.66% of Claims
HAPPY KIDS: Asks Court to Dismiss Chapter 11 Cases
HATTERAS REINSURANCE: Chapter 15 Petition Summary
HAWKEYE RENEWABLES: S&P Holds Rating Watch on $185 Million Loan

HYMAN FREIGHTWAYS: Chapter 11 Professionals Get to Keep Their Fees
INTELSAT LTD: March 31 Balance Sheet Upside-Down by $290 Million
INTERACTIVE HEALTH: S&P Junks Senior Unsecured Debt's Rating
JACOBS ENTERTAINMENT: Moody's Affirms B2 Corporate Family Rating
JACOBS ENTERTAINMENT: S&P Rates Proposed $210 Million Notes at B-

JDA SOFTWARE: S&P Rates Proposed $225 Million Facilities at B+
JRV INDUSTRIES: Non-Recourse Deficiency Claim Held Not Dissimilar
KUSHNER-LOCKE: Allows NIB Capital to Foreclose on Stock Assets
LGB INC: Section 341(a) Creditors Meeting Continued to June 29
MANITOWOC COMPANY: Enodis Rejects GBP882 Million Offer

MASTERCRAFT INTERIORS: Committee Taps Platzer Swergold as Counsel
MASTERCRAFT INTERIORS: U.S. Trustee Appoints Seven-Member Panel
MEDIA MEDICAL: Moody's Lowers Rating on Sr. Unsec. Bonds to Ba1
MERIDIAN AUTOMOTIVE: Wants Until July 31 to File Chapter 11 Plan
MERIDIAN AUTOMOTIVE: Wants Settlement of Centralia Lawsuit Okayed

METABOLIFE INT'L: Asks Court to OK Wendy Davis Ephedra Settlement
MMI PRODUCTS: CRH Merger Cues S&P to Lift Rating to BBB+ from B-
MORGUARD REAL: DBRS Confirms Issuer Rating at BB (High) Stable
NATIONAL CENTURY: Ohio Grand Jury Charges 7 Ex-Officers With Fraud
NATIONAL CENTURY: 6th Cir. Affirms Bankr. Court's Enjoinment Order

NATIONAL ENERGY: Court Deems USGen's Objection Timely Filed
NATIONAL ENERGY: Says Mirick Lost Chance to File Late Claim
NORTHWEST AIRLINES: Wants to Assume Worldspan Carrier Agreement
NORTHWEST AIRLINES: Wants Court Nod on ALPA CBA Modifications
OCA INC: Disclosure Statement Hearing Slated for June 19

OMI TRUST: S&P Lowers Class M-1 & M-2 Transactions' Ratings to CC
OWENS CORNING: Files Sixth Amended Plan & Disclosure Statement
PLIANT CORP: Creditors Vote to Accept Joint Reorganization Plan
PLIANT CORP: Files Memorandum of Support for Second Amended Plan
POKAGON GAMING: S&P Puts B Rating on Proposed $305 Million Notes

PROVIDENTIAL HOLDINGS: Buys Western Medical Assets for $5.25 Mil.
PSEG ENERGY: S&P Affirms BB- Corp. Credit Rating With Neg. Outlook
PTC ALLIANCE: Disclosure & Confirmation Hearings Set for July 13
PTC ALLIANCE: Court Approves Reed Smith as Bankruptcy Counsel
PULL'R HOLDINGS: U.S. Trustee Names Seven-Member Creditors Panel

PUREBEAUTY INC: Gets Court Final Nod to on $4.75 Mil. DIP Facility
QUANTUM CORP: Moody's Lowers Rating on Subordinated Notes to Caa2
RENATA RESORT: Files Plan and Disclosure Statement in Florida
RESIDENTIAL ASSET: Moody's Lowers Rating on Class M-I-3 to Caa1
SAINT VINCENTS: Committee Taps Alston & Bird as Substitute Counsel

SAINT VINCENTS: Reaches License Agreement with McKesson Automation
SEAENA INC: Incurs $601,137 Net Loss in 2006 1st Fiscal Quarter
SMOKY RIVER: Moody's Withdraws Caa1 Rating on $125 Million Notes
SOLUTIA INC: Equistar Says Disclosure Statement Lacks Information
SOS REALTY: List of 20 Largest Unsecured Creditors

SPHINX STRATEGY: Chapter 15 Petition Summary
STRUCTURED ASSET: Moody's Put Low-B Rating on 2 Cert. Classes
TATER TIME: Plans to Pay Unsecured Creditors in Full with Interest
TECHALT INC: Salberg & Company Raises Going Concern Doubt
TEREX CORP: Good Performance Cues S&P to Put BB- Rating on Watch

TIRO ACQUISITION: Court Dismisses Ch. 11 Case Due to Lack of Funds
TRANSDIGM INC: Moody's Puts Rating on Sr. Sec. Facilities at B1
TRANSDIGM INC: S&P Puts B+ Rating on Proposed $800 Mil. Facility
UGS CORP: S&P Assigns B- Rating to Proposed $300 Million Notes
UNIVERSAL COMMS: March 31 Balance Sheet Upside Down by $3.5 Mil.

U.S. PLASTIC: Plans to Use $2.3M Sale Proceeds to Pay Creditors
WILLIAMS COS: S&P Ups $600MM Credit Linked Cert.'s Ratings to BB-
WILLIAMS COS: Moody's Lifts Long Term Debt Ratings to Ba2
WINN-DIXIE: Wants to Auction Montgomery Dist. Center on June 14
WORLDCOM INC: Seinfeld Wants to Pursue Claims Against James Allen

WORLDCOM INC: Galaxy, Silverstein and Akerman Settles Dispute
WORLDCOM INC: Court OKs Pact Settling Missouri's Remaining Claims

* BOOK REVIEW: Harvest Moon: Portrait of a Nursing Home

                             *********

ADELPHIA COMMS: Trade Claims Panel Plan Support Pact Draws Flak
---------------------------------------------------------------
At least 23 parties-in-interest object to the Plan Support
Agreement executed by Adelphia Communications Corporation and its
debtor-affiliates and the Ad Hoc Adelphia Operating Company Trade
Claims Committee.

The principal provisions of the Plan Support Agreement include:

    (1) Holders of the Allowed Operating Company Trade Claims will
        receive payment of simple interest at 8% during the
        postpetition period provided that:

        * the postpetition interest payable to holders of Arahova,
          FrontierVision Holdco and Olympus Parent Trade Claims
          will remain subject to the resolution of the
          Intercreditor Dispute; and

        * postpetition interest payable to the Operating Company
          Trade Claims Holders in the AGPH, Arahova,
          FrontierVision Holdco and Olympus Parent Debtor Groups
          remain subject to the ACOM Debtors' November 2005 Plan;

    (2) Holders of Allowed Operating Company Trade Claims will
        generally be in cash, with some exceptions;

    (3) The Parties will make good faith efforts to obtain the
        Official Committee of Unsecured Creditors' support for the
        Plan Support Agreement;

    (4) The Trade Committee will:

        * stay the prosecution of its appeal of the Government
          Settlement and to withdraw with prejudice as soon as
          practicable after the Effective Date of the Plan; and

        * withdraw, without prejudice, its pending discovery
          requests against the ACOM Debtors;

    (5) The ACOM Debtors will support the payment of the
        reasonable fees and expenses of the Trade Committee's
        professionals based on the professional's hourly billings
        subject to the fee application process set in the Plan;
        and

    (6) The ACOM Debtors will not oppose any contingent fee claim
        below $5,000,000 filed by the Trade Committee.

A full-text copy of the Plan Support Agreement is available for
free at http://ResearchArchives.com/t/s?84f

The objecting parties are:

    a. The Official Committee of Equity Security Holders;

    b. The Ad Hoc Committee of Arahova Noteholders;

    c. U.S. Bank National Association;

    d. W.R. Huff Asset Management Co., L.L.C.;

    e. Wilmington Trust Company, as indenture trustee under that
       certain Indenture dated November 12, 1996, of Olympus
       Communications, L.P. and Olympus Capital Corporation;

    f. Silver Point Capital Fund, L.P., Silver Point Capital
       Offshore Fund, Ltd., Redwood Master Fund, Ltd. and Goldman
       Sachs & Co., as holders of approximately 70% of the Olympus
       Parent Notes Claims;

    g. the Ad Hoc Committee of ACC Senior Noteholders;

    h. the Administrative Agents under certain of the ACOM
       Debtors' prepetition credit agreements:

       -- Wachovia Bank National Association,
       -- the Bank of Nova Scotia
       -- Citibank, N.A.,
       -- JPMorgan Chase Bank, N.A.,
       -- Bank of America, N.A.,
       -- Bank of Montreal;

    i. the Nominal Agents, namely:

       -- ABN AMRO Bank N.V.,
       -- Barclays Bank PLC,
       -- CIBC, INC.,
       -- Merrill Lynch Capital Corp.,
       -- PNC Bank, National Association,
       -- Societe Generale, S.A.
       -- Calyon New York Branch
       -- Bank of New York, & Bank of New York Company, Inc., and
       -- Credit Suisse, Cayman Branch, & the Royal Bank of
          Scotland; and

    j. the Ad Hoc Committee of Non-Agent Secured Lenders.

Generally, the parties-in-interest note that although the ACOM
Debtors and the Trade Committee propose the Settlement pursuant
to Rule 9019 of the Federal Rules of Bankruptcy Procedure, the
terms of the agreement implicate issues relating to the
confirmation of the Modified Plan, which incorporates the terms
of the Settlement.  Accordingly, the Settlement cannot be
approved under the standards of Bankruptcy Rule 9019 alone.

The parties-in-interest further assert that the "settlement"
embodied in the Trade Plan Support Agreement is not reasonable,
equitable or in the best interests of the Debtors' estates
because it would render any Chapter 11 plan put forward by the
Debtors unconfirmable by:

    -- granting the Trade Creditors more than 100% of their Trade
       Claims;

    -- improperly and artificially impairing the Trade Creditors'
       Claims for the sole purpose of manufacturing one impaired
       class to accept the Plan in violation of Section
       1129(a)(10) of the Bankruptcy Code; and

    -- causing the Debtors to propose a plan in bad faith in
       violation of Section 1129(a)(3) of the Bankruptcy Code.

The Equity Security Committee argues that any plan is
unconfirmable if it incorporates the Plan Support Agreement,
which will pay certain creditors more than the full amount of
their claims in violation of the absolute priority rule.

Wilmington Trust and the Olympus Parent Noteholders ask the Court
to deny the Plan Support Agreement, which provides for the
payment of unsecured trade claims in the ACC Ops and Olympus
Parent Debtor Groups almost entirely in cash while the Olympus
Parent Notes Claims, which have the same or higher priority as
the trade claims, are to be paid entirely in TWC Class A Common
Stock under the Modified Plan.

David E. Retter, Esq., at Kelley Drye & Warren LLP, in New York,
asserts that the modifications plainly violate both the "unfair
discrimination" and "fair and equitable" requirements of Section
1129(b)(1).

Mr. Retter further argues that even if the Court were to
ultimately approve the Modified Plan terms that incorporate the
Trade Claim Settlement, it should concurrently rule that
acceptance of the Modified Plan by the Olympus Parent Trade Claim
and Other Unsecured Claim Classes cannot satisfy Section
1129(a)(10) since their purported "impairment" is artificially
created.

The ACC Committee notes that the Plan Support Agreement provides
that the ACOM Debtors will:

    -- "support" the payment of more than $2,130,000 in any fees
       and expenses of the Trade Committee's counsel; and

    -- "not oppose or object to" the payment of a contingency fee
       of up to $5,000,000, less whatever hourly fees, if any,
       otherwise are awarded, in each case on application to the
       Court under Section 503(b) of the Bankruptcy Code.

The ACC Committee opposes, and will object to, the allowance of
any fees of the Trade Committee's counsel, particularly the
payment of any contingency fee, because:

    -- the burden of the proposed contingency fee would be borne
       not by the Trade Committee's members and constituents but
       by the ACC Committee members and other creditors of ACC,
       all of whose recoveries already have been diminished by the
       agreement to pay postpetition interest as set forth in the
       Trade Support Agreement;

    -- contingency fees in bankruptcy cases must be approved under
       Section 328 before retention, not after the fact; and

    -- there is no statutory basis for awarding a contingency fee
       because the Trade Committee members are not otherwise
       obligated to their counsel for the fee.

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


ADELPHIA COMMS: Files Transaction Agreements for Sale Approval
--------------------------------------------------------------
Adelphia Communications Corporation filed forms of Amended Asset
Purchase Agreements, a form of Registration Rights and Sale
Agreement and a form of Registration Rights Letter Agreement with
the U.S. Bankruptcy Court for the Southern District of New York.  
If the Court approves amended sale procedures relating to the
Section 363 sale process, Adelphia, Time Warner NY Cable and
Comcast anticipate entering into these agreements to provide for
certain amended terms required under the expedited sale
transaction process reported in the Troubled Company Reporter on
May 29, 2006.

Under the expedited sale process, Adelphia's majority interests in
the joint ventures, Parnassos and Century-TCI, will be sold to
Comcast in connection with a confirmed Chapter 11 Plan of
Reorganization that provides for payment in full to the creditors
of the joint ventures, while substantially all of Adelphia's
remaining Cable assets will be sold to Comcast and Time Warner NY
Cable under a court-approved asset sale under Section 363 of the
Bankruptcy Code.  The closing of the sale of the joint ventures
and the sale of the remaining Adelphia assets are conditioned on
one another and are expected to occur contemporaneously.  A
modified Plan of Reorganization relating to the Comcast joint
venture debtors was filed on June 6, 2006.

Distributions to creditors of Adelphia entities outside the
Century-TCI and Parnassos joint ventures will not occur until
after the confirmation of a separate plan of reorganization
relating to those entities, which Adelphia intends to seek
following completion of the sales.  Until confirmation of such
separate plan of reorganization, the non-joint venture Adelphia
entities will remain in bankruptcy.

A hearing to approve the amended sale procedures (including new
provisions for termination and for the payment or crediting of
the Breakup Fee) is expected to be held in mid-June 2006.  A
hearing to approve the Section 363 Sale and confirm the plan of
reorganization for the two Joint Ventures is expected to be held
in late June 2006.

The sale process is subject to, among other things, execution by
Time Warner NY Cable and Comcast of Amendments to the applicable
Purchase Agreements, the Registration Rights and Sale Agreement
and the Registration Rights Letter Agreement.  Although the forms
of Amendments, Registration Rights and Sale Agreement and
Registration Rights Letter Agreement filed with the Court have
been negotiated with Time Warner NY Cable and Comcast, these forms
of agreement are not binding, and there can be no assurance that
the Bankruptcy Court will approve the amended sale procedures and
changes to the break-up fee, or that Time Warner NY Cable and
Comcast will execute the agreements if such approval occurs.

A full-text copy of the Amended Asset Purchase Agreement between
Adelphia Communications Corporation and Time Warner Cable Inc. is
available for free at:

               http://ResearchArchives.com/t/s?b0a

A full-text copy of the Amended Asset Purchase Agreement between
Adelphia Communications Corporation and Comcast Corporation is
available for free at:

               http://ResearchArchives.com/t/s?b0b

A full-text copy of the Registration Rights and Sale Agreement
between Adelphia Communications Corporation and Time Warner Cable
Inc. is available for free at:

               http://ResearchArchives.com/t/s?b08

                         About Adelphia

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


ADELPHIA: Century-TCI & Parnassos Debtors File Joint Venture Plan
-----------------------------------------------------------------
Adelphia Communications and its debtor-affiliates delivered to the
Court a Second Modified Fourth Amended Joint Plan of
Reorganization for the Century-TCI Debtors and the Parnassos
Debtors -- Joint Venture Plan -- on June 5, 2006.

As previously reported, the ACOM Debtors, Time Warner NY Cable,
LLC, and Comcast Corp. have agreed to modify the Comcast Purchase
Agreement and TW Purchase Agreement to provide that the Sale
Transaction (other than with respect to the Transferred Joint
Venture Entities) may be consummated through a sale of assets
pursuant to Sections 105, 363 and 365 of the Bankruptcy Code.

The ACOM Debtor want to exclude from the Joint Venture Plan all
administratively consolidated entities other than those included
in the Century-TCI Debtor Group and the Parnassos Debtor Group.

The Joint Venture Plan provides that upon consummation of the
Sale Transaction, the net proceeds of the Sale Transaction not
otherwise provided for under the terms of the Joint Venture Plan,
the Comcast Purchase Agreement, the TW Purchase Agreement or by
order of the Bankruptcy Court will be held by the Distribution
Companies and Affiliated Debtors pending an order of the
Bankruptcy Court as to the disposition of the net proceeds.

The Century-TCI Debtors and the Parnassos Debtors will continue
to exist after the Effective Date.

                 Classification & Treatment of Claims

            Designation of Claims
            or Equity Interests                      Entitled
Class      Comprising the Class     Impairment      to Vote
-----      --------------------     ----------      --------
All Debtor Groups

    1       Other Priority Claims    Unimpaired      Presumed to
                                                     Accept

    2       Secured Tax Claims       Unimpaired      Presumed to
                                                     Accept

    3       Other Secured Claims     Unimpaired      Presumed to
                                                     Accept

Parnassos Debtor Group

P-Bank      Parnassos Bank Claims    Impaired        Yes

P-Trade     Parnassos Trade Claims   Impaired        Yes

P-Uns       Parnassos Other          Impaired        Yes
            Unsecured Claims

P-JV        Equity Interests in      Unimpaired      Presumed to
            Parnassos Joint Venture                  Accept

P-Equity    Equity Interests in      Unimpaired      Presumed to
            Parnassos Distribution                   Accept
            Companies

Century-TCI Debtor Group

TCI-Bank    Century-TCI Bank Claims  Impaired        Yes

TCI-Trade   Century-TCI Trade        Impaired        Yes
            Claims

TCI-Uns     Century-TCI Other        Impaired        Yes
            Unsecured Claims

TCI-JV      Equity Interests in      Unimpaired      Presumed to
            Century-TCI Joint                        Accept

TCI-Equity  Equity Interests in      Unimpaired      Presumed to
            Century-TCI Distribution                 Accept
            Company

GSETL       Government Claims        Unimpaired      Presumed to
                                                     Accept

Intercompany Claims

InterCo     Intercompany Claims      N/A            No

The Debtors reserve the right to classify and treat these claims
as unimpaired and not entitled to vote:

    -- Century-TCI Bank Claims
    -- Century-TCI Trade Claims
    -- Century-TCI Other Unsecured Claims
    -- Parnassos Bank Claims
    -- Parnassos Trade Claims
    -- Parnassos Other Unsecured Claims

Marc Abrams, Esq., at Willkie Farr & Gallagher LLP, in New York,
relates that Joint Venture Plan does not change the Modified
Fourth Amended Plan, with respect to the creditors in the
Century-TCI and Parnassos Debtor Groups and Classes, in a
material and adverse manner.

According to Mr. Abrams, the Joint Venture Plan provides for the
payment of Allowed Bank Claims in full in cash of principal and
non-default interest through the effective date, subject to the
Creditors' Committee's pending motion to holdback those
distributions pursuant to Section 502(d) of the Bankruptcy Code.

The Joint Venture Plan also provides for a single Litigation
Indemnification Fund of $30,000,000, which will be "topped up"
with proceeds from Designated Litigation and, upon entry of an
order of the Bankruptcy Court, additional cash from the proceeds
of the Sale.

In addition, Mr. Abrams continues, based on the Court's decision
regarding grid interest, the Joint Venture Plan does not provide
for a reserve for those claims, but provides for their payment if
those claims are allowed by final order.

The Joint Venture Plan provides for the payment in full of
Allowed Trade Claims and Allowed Other Unsecured Claims,
including postpetition pre-Effective Date simple interest at a
proposed rate of 8%, with the only changes being:

    (a) that those claims will now receive all cash -- as opposed
        to a mix of largely cash and some stock -- and

    (b) the removal of certain contingencies that would have
        permitted the Debtors to substitute additional TWC Class A
        Common Stock for cash in distributions to creditors in
        these Classes.

Moreover, Mr. Abrams says, with respect to the Equity Interests
in the Century-TCI Debtors and Parnassos Debtors, the Joint
Venture Plan continues to provide that those Equity Interests
will be unimpaired and transferred to or retained by the Buyer.

The Debtors have reserved June 28, 2006, as the date to commence
the confirmation hearing with respect to the Joint Venture Plan.

            ACOM Seeks Approval of Disclosure Supplement

The ACOM Debtors ask the Court to:

    (a) approve the form and content of their Supplement to the
        Fourth Amended Disclosure Statement, describing the
        Second Modified Fourth Amended Plan of Reorganization for
        the Century-TCI and Parnassos Debtors; and

    (b) find that the Supplement contains adequate information
        within the meaning of Section 1125 of the Bankruptcy Code.

Mr. Abrams tells the Court that the ACOM Debtors do not believe
that re-solicitation of votes on the Plan with respect to
previously accepting creditors in the Century-TCI and Parnassos
Debtor Groups is required as a result of the proposed
modifications because they do not adversely change the treatment
of holders of claims and equity interests in those Debtor Groups
provided in the Fourth Amended Plan.

The ACOM Debtors do not believe that they are required to obtain
Court approval of further disclosure but, out of an abundance of
caution, they ask the Court to deem that the additional
disclosure in their Supplement and their Section 363 Sale Motion
constitute any additional disclosure that may be required
pursuant to Section 1125.

                             Objections

Sunni P. Beville, Esq., at Brown Rudnick Berlack Esraels LLP, in
New York, counsel for the Ad Hoc Adelphia Trade Claims Committee,
contends that the Debtors:

    -- not only failed to further prosecute to approval the
       settlement between the Debtors and the Trade Committee, but
       also failed to disclose their intentions and position
       regarding the status of the Trade Committee Settlement; and

    -- have failed to disclose, with clarity, the exact treatment
       of trade claims pursuant to the Second Modified Plan; and
       why the optional treatment, not disclosed in the motion,
       reserved in new language inserted to the Plan has been
       added in direct contravention to the terms of the Trade
       Committee Settlement.

The Trade Committee asserts that trade creditors are entitled to
know:

    -- what the proposed "unimpairment" treatment, as provided in
       the Plan, would be;

    -- how, when and under what circumstances the Debtors will
       "elect" to unimpair trade creditors; and

    -- what the Debtors' election to unimpair trade claims might
       mean for each creditor as it relates to each particular
       claim.

The Nominal Agents note that the ACOM Debtors do not address what
effect, if any, confirmation of the Joint Venture Plan will have
on claims and the rights of creditors of the remaining ACOM
Debtors that are not part of the Joint Venture Plan.

The Nominal Agents are:

    -- Barclays Bank PLC,
    -- Calyon New York Branch,
    -- Merrill Lynch Capital Corp.,
    -- PNC Bank, National Association,
    -- Societe Generale, S.A.,
    -- the Bank of New York, and the Bank of New York Company,
    -- Toronto Dominion (Texas), LLC,
    -- Credit Suisse, Cayman Branch, and
    -- the Royal Bank of Scotland PLC.

According to the Nominal Agents, despite the ACOM Debtors'
assertions that the Joint Venture Plan would be no more than a
"mini version" of the plan that preceded it, the Joint Venture
Plan appears to make substantive changes to provisions of the
existing plan that are unrelated to shrinking and conforming that
plan into the Joint Venture Plan.  The Nominal Agents note that
the ACOM Debtors have not explained how the changes in the Joint
Venture Plan could affect the substantive rights of the Nominal
Agents under the Joint Venture Plan or under any subsequent plan
relating to the remaining Debtors.

The Nominal Agents inform the Court that they have had
insufficient time to determine whether additional disclosure is
necessary.

Citibank, N.A., as the Century-TCI administrative agent, asks the
Court for an extension of time to object to the ACOM Debtors'
request to approve Supplement to June 12, 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.  (Adelphia Bankruptcy News,
Issue No. 135; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADVANCE AUTO: S&P Affirms BB+ Corp. Credit & Sr. Sec. Debt Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook for
Roanoke, Virginia-based Advance Auto Parts Inc. to positive from
stable and affirmed its 'BB+' corporate credit and senior secured
debt ratings.
      
"This action reflects the expectation that ratings could be raised
within 12 months if the company strengthens its credit metrics,
and continues to demonstrate financial policy and credit metrics
that are consistent with investment-grade levels," said Standard &
Poor's credit analyst Stella Kapur.
     
Sales growth levels, profitability, and cash flow generation have
continued to improve despite a recent slowdown in same-store sales
gains.  For the first quarter of 2006, Advance Auto' same-store
sales rose 3.9%, following increases of 8.7% and 6.1% in 2005 and
2004, respectively.  While growth has slowed, they still remain
higher than that of industry peers.

In addition, Advance's lease-adjusted operating margins improved
to 17% in 2005, from 14.5% in 2002.  Profitability levels have
improved due to:

   * sales leverage;
   * better distribution and efficiency;
   * reformatting and enhancing of the store base; and
   * merchandising initiatives.

As a result, operating cash flow grew to $325 million in 2005,
from $264 million in 2004.
     
The ratings on Advance Auto and its primary operating subsidiary,
Advance Stores Co. Inc., reflect:

   * the company's good position as the second-largest domestic
     auto parts retailer;

   * credit metrics that are consistent with current ratings;

   * a conservative financial policy; and

   * improved cash flow levels.

This is partially mitigated by the competitive auto parts retail
market, which is experiencing increased pressure because of the
impact on consumer demand of higher fuel and energy prices and
interest rates.


ADVANCED MEDICAL: Plans to Sell $500MM Senior Subordinated Notes
----------------------------------------------------------------
Advanced Medical Optics, Inc. intends to offer, subject to market
conditions and other factors, approximately $450 million
aggregate principal amount of convertible senior subordinated
notes due 2026, plus up to an additional $50 million of notes
subject to the initial purchasers' option.

The offering will be made only to qualified institutional buyers
in accordance with Rule 144A under the Securities Act of 1933.  
The notes will be unsecured senior subordinated obligations of
AMO.

The interest rate, conversion price and other terms of the notes
will be determined by negotiations between AMO and the initial
purchasers of the notes.
        
AMO expects to use the net proceeds from the offering, and
borrowings under its senior credit facility, to purchase
$500 million worth of shares of its common stock, as well as
to purchase up to $100 million of its outstanding convertible
notes through privately negotiated repurchases.

The common stock will be purchased through an accelerated share
repurchase arrangement with one or more of the initial purchasers
and/or their affiliates with substantially all of the shares being
delivered with the closing of the sale of the notes or shortly
thereafter.

                  About Advanced Medical Optics

Based in Santa Ana, California, Advanced Medical Optics, Inc.
-- http://wwwamo-inc.com/-- is a global medical device leader  
focused on the discovery and delivery of innovative vision
technologies that optimize the quality of life for people of
all ages.  Products in the ophthalmic surgical line include
intraocular lenses, laser vision correction systems,
phacoemulsification systems, viscoelastics, microkeratomes and
related products used in cataract and refractive surgery.  AMO
employs approximately 3,600 worldwide.  The company has
operations in 24 countries and markets products in 60 countries.


ADVANCED MEDICAL: S&P Puts B Rating on $450 Million Sr. Sub. Debt
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Advanced Medical Optics Inc.'s $450 million convertible senior
subordinated debt due 2026, filed under a Rule 415 debt
registration.  The proceeds, plus a drawdown on the company's
revolving credit facility, will be used to buy back $500 million
of common stock and $100 million of outstanding convertible notes.

The corporate credit rating on AMO is 'BB-' and the rating outlook
is stable.
      
"Given that AMO's financial metrics are strong relative to the
'BB-' corporate credit rating, the company has sufficient cushion
to absorb the increase in leverage incurred from the convertible
debt issue," said Standard & Poor's credit analyst Cheryl Richer.
     
The rating on Santa Ana, California-based Advanced Medical Optics
Inc. reflects the risks associated with the ophthalmic company's
aggressive efforts to build upon its well-established position as
a midsize player in the industry.

At the same time, however, AMO's acquisitions have broadened its
product and geographic diversity.  Opthalmic surgical products
(intraocular lenses, phacoemulsification equipment, viscoelastics,
and laser vision correction) accounted for 67% of 2005 revenues,
with eye care products (to clean, disinfect, and rewet contact
lenses) contributing 33%.  The company has demonstrated a
willingness to use common equity to finance its acquisitions.  In
May 2005, it acquired VISX Inc. for $1.27 billion.  The largely
stock-financed transaction diversified AMO into the laser vision
correction area.


AIR CANADA: Pilots Seek to Recoup Losses from Bankruptcy
--------------------------------------------------------
The Air Canada Pilots Association formally met with negotiators
from Air Canada on June 6, 2006, as part of the Wage and Pension
Re-Opener process.

The company is required to re-negotiate wage and pension terms
with its unions, a process which was agreed upon during the
Companies Creditors Arrangement Act process in 2003 and 2004.

"Based on the company's strong financial results, we believe they
can afford our proposals to recoup losses sacrificed during
bankruptcy protection," ACPA spokesperson Capt. Serge Beaulieu
said.

Capt. Beaulieu said the association's proposals maintain Air
Canada's competitiveness, while at the same time ensuring pilots
receive recognition for the sacrifices they made to bring the
company back from the brink.

"We took significant wage concessions, in addition to work rule
changes that resulted in substantial layoffs and demotions.  Now
that the company is North America's aviation success story, we
expect our contribution to be recognized," Capt. Beaulieu adds.

ACPA is the largest pilot group in Canada, representing the 3,100
pilots who fly Air Canada's mainline fleet.

                        About Air Canada

Air Canada -- http://www.aircanada.com/-- together with Air
Canada Jazz and other business units of parent company ACE
Aviation Holdings Inc., provides scheduled and charter air
transportation for passengers and cargo to more than 150
destinations, vacation packages to over 90 destinations, as well
as maintenance, ground handling and training services to other
airlines.

Canada's flag carrier is recognized as a leader in the global air
transportation market by pursuing a strategy based on value-added
customer service, technical excellence and passenger safety.

                          *     *     *

As reported in the Troubled Company Reporter on April 24, 2006,
Standard & Poor's Ratings Services raised the long-term corporate
credit rating on ACE Aviation Holdings Inc. to 'B+' from 'B',
while affirming the 'B' long-term corporate credit rating on its
wholly owned subsidiary, Air Canada.  The outlook on both entities
remains stable.


AIRNET COMMUNICATIONS: Wants Until June 14 to File Schedules
------------------------------------------------------------
AirNet Communications Corporation asks the U.S. Bankruptcy Court
for the Middle District of Florida to extend until, June 14, 2006,
the period within which it can file its Schedules and Statement of
Financial Affairs.

The Debtor tells the Curt that in order to prepare the schedules
and statements, it needs to gather information from various
documents and compile information with regard to the creditors of
AirNet.  The Debtor says that it has been diligently compiling
this information but requires additional time to complete this
project.

Headquartered in Melbourne, Florida, AirNEt Communications
Corporation -- http://www.aircom.com-- designs, manufactures, and  
markets wireless infrastructure products and offers infrastructure
solutions for commercial GSM customers, and government, defense,
homeland security based agencies.  The Debtor filed for chapter 11
protection on May 22, 2006 (Bankr. M.D. Fla. Case No. 06-01171).
R. Scott Shuker, Esq., at Gronek & Latham, LLP, represents the
Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in the Debtor's case.  When
the Debtor filed for protection from its creditors, it listed
total assets of $15,701,881 and total debts of $21,615,346.


AIRNET COMMUNICATIONS: Hires Gronek & Latham as Bankruptcy Counsel
------------------------------------------------------------------
AirNet Communications Corporation obtained authority from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Gronek & Latham, LLP, as its bankruptcy counsel, nunc pro tunc to
May 22, 2006.

Gronek & Latham is expected to:

    a. advise the Debtor regarding its rights and duties in its
       chapter 11 case;

    b. prepare pleadings related to the Debtor's case, including a
       disclosure statement and a plan of reorganization; and

    c. take any and all other necessary action incident to the
       proper preservation and administration of the Debtor's
       estate.

The Debtor tells the Court that it has paid the firm a $75,088
advance fee for this engagement.

R. Scott Shuker, Esq., a partner at Gronek & Latham, assures the
Court that his firm does not represent any interest adverse to the
Debtor or its estate.

Mr. Shuker can be reached at:

       R. Scott Shuker, Esq.
       Gronek & Lathan, LLP
       390 North Orange Avenue, Suite 600
       Orlando, Florida 32801
       Tel: (407) 481-5800
       Fax: (407) 481-5801
       http://www.groneklatham.com/

Headquartered in Melbourne, Florida, AirNet Communications
Corporation -- http://www.aircom.com-- designs, manufactures, and  
markets wireless infrastructure products and offers infrastructure
solutions for commercial GSM customers, and government, defense,
homeland security based agencies.  The Debtor filed for chapter 11
protection on May 22, 2006 (Bankr. M.D. Fla. Case No. 06-01171).
R. Scott Shuker, Esq., at Gronek & Latham, LLP, represents the
Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in the Debtor's case.  When
the Debtor filed for protection from its creditors, it listed
total assets of $15,701,881 and total debts of $21,615,346.


AIRNET COMMUNICATIONS: BDO Seidman Expresses Going Concern Doubt
----------------------------------------------------------------
AirNet Communications Corporation's auditor, BDO Seidman, LLP,
expressed substantial doubt about the Company's ability to
continue as a going concern pointing to the Company's recurring
losses from operations, negative cash flows, and accumulated
deficit.

The auditor issued the statement after auditing the Company's
financial statements for the year ending December 31, 2005.  A
full-text copy of the auditor's report is included in the
Company's annual report on Form 10-K filed with the Securities and
Exchange Commission.  

The Company reported a $17,667,540 net loss from operations on
$19,642,269 of net revenues for the year ending December 31, 2005.  
The Company incurred a $26,188,872 net loss in 2004 and a
$14,436,940 net loss in 2003.  During the year, the Company used
up $4,707,027 of cash in its operations.  

As of December 31, 2005, the Company's balance sheet showed
$23,733,053 in assets, $13,014,017 in debts and $276,780,018 of
accumulated deficit.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?ad8

                           About AirNet

Headquartered in Melbourne, Florida, AirNet Communications
Corporation -- http://www.aircom.com-- designs, manufactures, and  
markets wireless infrastructure products and offers infrastructure
solutions for commercial GSM customers, and government, defense,
homeland security based agencies.  The Debtor filed for chapter 11
protection on May 22, 2006 (Bankr. M.D. Fla. Case No. 06-01171).
R. Scott Shuker, Esq., at Gronek & Latham, LLP, represents the
Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in the Debtor's case.  When
the Debtor filed for protection from its creditors, it listed
total assets of $15,701,881 and total debts of $21,615,346.


ALLIED HOLDINGS: Rejects License Contract with SEA Inc.
-------------------------------------------------------
On Aug. 9, 2002, Allied Holdings, Inc., entered into a software
program product license and maintenance agreement with Software
Engineering of America, Inc.  The maintenance agreement portion of
the Contract was subject to automatic renewal, but could be
terminated on proper notice by either party.

The Debtors believe they have already terminated the Contract.
However, out of caution, the Debtors ask the U.S. Bankruptcy Court
for the Northern District of Georgia to:

    * approve the rejection of the Contract; and

    * set a deadline for Software Engineering to file any related
      rejection claim.

Thomas R. Walker, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, discloses that the Debtors have determined that the
Contract:

    -- is a burden to their estates;

    -- is no longer necessary for their ongoing business
       operations; and

    -- will increase administrative costs if not rejected.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. (OTC Pink
Sheets: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its  
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The Company
and 22 of its affiliates filed for chapter 11 protection on
July 31, 2005 (Bankr. N.D. Ga. Case Nos. 05-12515 through
05-12537).  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represents the Debtors in their restructuring efforts.  Henry S.
Miller at Miller Buckfire & Co., LLC, serves as the Debtors'
financial advisor.  Anthony J. Smits, Esq., at Bingham McCutchen
LLP, provides the Official Committee of Unsecured Creditors with
legal advice and Russell A. Belinsky at Chanin Capital Partners,
LLC, provides financial advisory services to the Committee.  When
the Debtors filed for protection from their creditors, they
estimated more than $100 million in assets and debts. (Allied
Holdings Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Trustees Dispute Liability Under Insurance Pacts  
-----------------------------------------------------------------
Rebecca C. Poole and Donna D. Glenn, as trustees of the Poole
Split-Dollar Insurance Agreement, and Ms. Glenn as trustee of the
AMP Family Insurance Trust Agreement, ask the U.S. Bankruptcy
Court for the Northern District of Georgia to dismiss the
adversary proceeding commenced by Allied Holdings, Inc., and its
debtor-affiliates against certain insurance trustees.

As reported in the Troubled Company Reporter on May 25, 2006, the
Debtors asked the Court to declare that:

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

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

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

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

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

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

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

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

                        Trustees Object

According to L. Taylor Hanson, Esq., at Gilbert, Harrell,
Sumerford & Martin P.C., in Brunswick, Georgia:

    -- the Debtors' complaint fails to state a claim against the
       Trustees on which relief may be granted;

    -- some of the Debtors' claims are barred by the terms of the
       Poole Split-Dollar Agreement, the first amendment to the
       Poole Split-Dollar Agreement, and the AMP Split-Dollar
       Insurance Agreement;

    -- the Trustees are not currently liable to the Debtors in any
       manner or amount; and

    -- the Trustees contest the damages and injuries asserted in
       the claims and demand strict proof.

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


ANCHOR GLASS: Gallen's And Feinberg's Equity Stake Cancelled
------------------------------------------------------------
In separate filings with the Securities and Exchange Commission,
Jonathan Gallen and Stephen Feinberg disclose that they cease to
beneficially own any shares of Anchor Glass Container
Corporation's common stock as of May 3, 2006.

Anchor Glass' Plan of Reorganization was consummated on May 3,
2006.  Accordingly, all of the Company's shares of common stock
were cancelled without consideration.

Before the consummation of Anchor Glass' Plan, Mr. Gallen was
deemed to beneficially own 473,591 shares of the Company's common
stock and Mr. Feinberg was deemed to beneficially own 14,679,752
shares of the Company's common stock.

Mr. Gallen has also ceased to be a member of Anchor Glass' Board
of Directors.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Court Disallows Part of JEA's Claim
-------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
disallows the $299,055 portion of Claim No. 558 filed by
Jacksonville Electric Authority, without prejudice to the Alpha
Resolution Trustee's rights to object to the remaining $339,618
part of the Claim.

Anchor Glass Container Corporation had disputed JEA's Claim No.
558 for $638,674 to the extent that JEA asserts that it is
entitled to recover $299,055, relating to amounts owed from Anchor
Glass' 1996 bankruptcy case.

Hywel Leonard, Esq., at Carlton Fields PA, in Tampa, Florida,
argued that debt relating to the 1996 bankruptcy has been
discharged, and that any claim dating back to 1996 is barred by
the applicable statute of limitations.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANVIL HOLDINGS: S&P Downgrades Rating to CC With Negative Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and unsecured debt ratings on New York, New York-based apparel
manufacturer and marketer Anvil Knitwear Inc. and parent Anvil
Holdings Inc. to 'CC' from 'CCC+'.  The outlook is negative.

The company had about $139 million of total debt and about $56
million of preferred stock outstanding at Jan. 28, 2006.
     
The downgrade follows the company's recent 10-K filing with the
SEC in which the company indicated it is unlikely that it would be
able to satisfy its $130 million in senior notes due March 2007,
and accordingly has hired Jefferies & Company, Inc., as its
financial advisor in exploring and reviewing strategic
alternatives with respect to its capital structure.

Also, the company's revolving credit facility matures in January
2007 and may not be renewed if the notes are not refinanced.  Per
the 10K filing, "(these) factors raise substantial doubt about the
Company's ability to continue as a going concern."
     
The ratings on Anvil Knitwear Inc. reflect:

   * its leveraged financial profile;

   * its small revenue base;

   * participation in the highly competitive imprinted segment of
     the active wear market; and

   * exposure to raw material price fluctuations.

The ratings also reflect the commodity-like nature of most of its
products and some customer-concentration risk.


APARTMENT INVESTMENT: Fitch Affirms $900 Mil. Stock's BB+ Rating
----------------------------------------------------------------
Fitch affirmed the ratings for Apartment Investment and Management
Company:

  AIMCO:

    -- $900 million preferred stock 'BB+'

  AIMCO Properties L.P.:

    -- $850 million bank credit facility 'BBB-'

Fitch's also revised AIMCO's Rating Outlook to Stable from
Negative.

Fitch's ratings reflect AIMCO's asset and geographic
diversification encompassing 234,000 units spanning 47 states.
Leverage is moderate measuring 53% debt to undepreciated book
capital as of March 31, 2006, and particularly good for this
rating category on a risk adjusted basis for the multifamily
property sector.  AIMCO has a well laddered debt maturity schedule
and ample short-term liquidity with approximately $400 million
available on its $450 revolving bank facility.

AIMCO's Outlook revision to Stable reflects the recent strong
performance in same store net operating income.  In first quarter
2006 same store NOI grew 9.4% compared to the first quarter 2005
and same store occupancy increased 420 basis points to 94.5%.  
This turnaround performance is a reflection of the strong
management team in place.  Stronger rental pricing power and
management's initiatives to reduce expenses should also contribute
to more solid coverage ratios going forward.  The expectation for
continued positive NOI growth is further enhanced by positive
multifamily property fundamentals.

Rating concerns include the currently weak debt service coverage
ratios for the rating category.  Fitch anticipates improved
operating performance will translate into higher coverage ratios.
Interest and fixed-charge coverage (adjusted for capitalized
interest and capital expenditures) measured 1.9x and 1.4x
respectively for the last 12 months as of first quarter 2006.

Another concern is the nearly 100% encumbered portfolio.  The use
of secured debt in the capital structure encumbering substantially
all assets has the potential to limit flexibility in a more
difficult capital raising environment.

Apartment Investment and Management Company, a Maryland
corporation incorporated on January 10, 1994, owns a majority of
the ownership interests in AIMCO Properties, L.P. through its
wholly owned subsidiaries, AIMCO-GP, Inc. and AIMCO-LP, Inc.

AIMCO, an S&P 500 company, is a $12.6 billion (undepreciated book
capital) equity real estate investment trust and one of the
largest owner/managers of multifamily properties in the United
States.  As of March 31, 2006, AIMCO owned a controlling equity
interest in 172,313 units in 748 properties, owned a non-
controlling equity interest in 14,913 units in 111 properties, and
provided services or managed, for third party owners, 46,672 units
in 478 properties.


ARMSTRONG WORLD: Testimony Concluded on 3-Day Confirmation Hearing
------------------------------------------------------------------
Testimony has concluded in the confirmation hearing on Armstrong
World Industries, Inc.'s Fourth Amended Plan of Reorganization
before the Hon. Eduardo C. Robreno in the U.S. District Court for
the Eastern District of Pennsylvania on May 25, 2006.

Judge Robreno on May 30, 2006, issued a post-trial scheduling
order directing AWI, the Official Committee of Asbestos Claimants,
and Dean M. Trafelet, as the legal representative for future
asbestos personal injury claimants, to file, by June 12, 2006:

   -- a post-trial brief,
   -- proposed findings of fact and conclusions of law, and
   -- a proposed order.

The Official Committee of Unsecured Creditors will file a post-
trial brief and proposed findings of fact and conclusions of law
by June 22, 2006.  The Plan Supporters will file any rebuttal by
June 30, 2006.

Judge Robreno scheduled closing arguments for July 11, 2006, at
9:30 a.m., in Philadelphia.

            CONFIRMATION TRIAL DAY 1 -- May 23, 2006

The major constituencies that participated in the Confirmation
Trial and their professionals are:

   For the Debtors:             Stephen Karotkin, Esq.
                                Debra A. Dandeneau, Esq.
                                Weil, Gotshal & Manges
                                767 Fifth Avenue, 10th Floor
                                New York, New York 10153

   For the Creditors Committee: Stephen J. Shimshak, Esq.
                                John F. Baughman, Esq.
                                Andrew N. Rosenberg, Esq.
                                Andrew N. Gordon, Esq.
                                Robert N. Kravitz, Esq.
                                Paul, Weiss, Rifkind, Wharton
                                   & Garrison, L.L.P.
                                1285 Avenue of the Americas
                                New York, New York 10019

                                Peter Lockwood, Esq.
                                Caplin & Drysdale Chartered
                                Thomas Circle Suite 1100
                                Washington, DC  20005

   For the Asbestos Committee:  Elihu Inselbuch, Esq.
                                Nathan D. Finch, Esq.
                                Caplin & Drysdale, Chartered
                                375 Park Avenue, 35th Floor
                                New York, New York 10152

   For the Futures Rep:         Jane W. Parver, Esq.
                                Michael Lynn, Esq.
                                Andrew Kress, Esq.
                                Kaye Scholer, LLP
                                425 Park Avenue
                                New York, New York 10022

                                Sharon M. Zieg, Esq.
                                Young Conaway Stargatt & Taylor
                                The Brandywine Building
                                1000 West Street, 17th Floor
                                Wilmington, Delaware 19801

                       OPENING STATEMENTS

      Asbestos Committee Discloses Fact and Expert Witnesses

Mr. Inselbuch, on behalf of the Plan Supporters, told Judge
Robreno that the only remaining matter that needs to be resolved
is the allegation that the Plan unfairly discriminates against the
unsecured creditors by providing too much value to the asbestos
claimants.

"There seems little disagreement that, if the estimate of the
asbestos liabilities is [$3,100,000,000] or more, then there
cannot be unfair discrimination because the unsecured creditors
will be treated at least pari passu or better," Mr. Inselbuch
said.  "And, in fact, on that number, the unsecured creditors'
expert at depositions said about the 3.1 billion, 'I consider it
to be at or above the high end of what I think would be a
reasonable estimate.'"

Mr. Inselbuch asserted that what should be estimated is what AWI's
tort system liability would have been had it not gone into
bankruptcy in December 2000.  He emphasized that it is the burden
of the District Court to accept the state tort system as it finds
it.  The Supreme Court has said it is not for the bankruptcy
system to alter those values anymore for the asbestos claimants
than it would for the unsecured creditors.

Mr. Inselbuch presented five fact witnesses to testify on these
matters:

   (i) what was really going on in the CCR;

  (ii) how the CCR mitigated the costs of all of its members;

(iii) how the members of the CCR agreed a reasonable basis for
       allocating the costs of settlement; and

  (iv) what has been going on since the CCR closed down.

Two fact witnesses appeared before the Court:

   -- Daniel Myer, who has worked for the Center for Claims
      Resolution as a settlement negotiator; and

   -- Edward Houff, AWI's principal defense counsel

The Plan Supporters submitted deposition transcripts of three fact
witnesses:

   -- Lawrence Keating, AWI's in-house counsel;

   -- William Hanlon, CCR's principal house counsel; and

   -- Paul Hanley, counsel for Federal Mogul and other defendant
      in the CCR and out of the CCR.

Mr. Inselbuch also brought in three expert witnesses.  Dr. Laura
Welch described for the District Court the relevant issues that
involve the medicine surrounding the claims for mesothelioma, lung
cancer, other cancer, and non-malignant disease that are the
subject of the estimation.  Dr. Mark Peterson and Dr. Thomas
Florence provided estimates that Armstrong's liability will exceed
the $3,100,000,000 threshold that the creditors are looking at.

       Creditors Committee Lays Out Three Critical Points

Mr. Shimshak, Esq., on the Creditors Committee's behalf, stated
that it was apparent to the Creditors Committee in early 2003 that
a litigation over a contested plan presented a real risk that
unsecured creditors would face an outcome worse than the deal
that's on the table today; a cram down plan with an even more
unfavorable allocation of value between unsecured creditors and
asbestos claimants.

Mr. Shimshak advised Judge Robreno to look at the estimates of
Dr. Florence and Dr. Peterson to see how well founded those
concerns were.

In addition, Mr. Shimshak said that confirmation of the Plan
during the time would have at least produced prompt distributions
for those who had invested substantial amounts in the Debtors'
liabilities, yet were not receiving any interest on that debt.

"Resolving the issue [of whether the Plan unfairly discriminates
in favor of Class VII PI claim holders] requires determining what
Armstrong's asbestos-related personal injury liability really is,"
Mr. Shimshak noted.  "To do that, [the District] Court must find
that the [P]lan does not unjustifiably give more distributable
value on a ratable basis to the class of asbestos personal injury
claimants that it gives to the unsecured commercial creditors."

The Creditors Committee maintained that the Plan does give far too
much value to Class VII and that it unfairly discriminates against
Class VI.

Mr. Shimshak pointed out that:

   (1) As a medical matter, the incidence of all asbestos-
       related diseases is declining, and that decline is
       particularly significant for AWI given its corporate and
       commercial history.  Dr. Hans Weill, the Creditors
       Committee's medical expert, testified in regards to this
       matter.

   (2) The Creditors Committee designated testimony of AWI's
       own fact witnesses that establishes how AWI struggled in
       a legal environment riddled with abuse had skewed against
       the company and other asbestos defendants.

   (3) Creditors Committee's expert Dr. Letitia Chambers
       estimated that the exact number for AWI's present and
       future asbestos personal injury liability is
       $1,960,000,000.

According to Mr. Shimshak, the "decline" only makes sense.  
Asbestos related diseases are exposure or dose driven.  Workplace
exposures have substantially decreased since the 1970s.  "Combine
this fact with the latency period for asbestos diseases, rarely
more than 30 years and often less than that, and the decline is
easy to understand."

Mr. Shimshak asserted that the general phenomenon has particular
significance for Armstrong, which never mined asbestos and never
manufactured commercial successful asbestos products.  As its own
disclosure statement makes clear, AWI was out of the asbestos
business as early as 1958, when it placed that business in a
subsidiary -- Armstrong Contracting & Supply -- or, at the latest,
when it sold off AC&S altogether in 1969.  

Mr. Shimshak also explained that in arriving at her estimate,
Dr. Chambers reflected the new reality of the tort environment, a
reality which is now requiring and will increasingly require
better proof that AWI is liable, along with credible medical
evidence of injury caused by AWI.

                 FACT WITNESS NO. 1: Daniel Myer

Mr. Finch, on the Asbestos Committee's behalf, called Daniel Myer
to the witness stand.

Mr. Myer started managing asbestos-related PI claims under
Continental Insurance Company in 1982.  He served between 1986 and
1988 as a supervisor in the claims department for the Asbestos
Claim Facility, in which he was involved with middle management
responsibilities for the evaluation, disposition, and settlement
of cases on behalf of different asbestos defendants.

With the demise of the Asbestos Claim Facility, Mr. Myer was
appointed to the board of the newly created CCR, in which AWI was
one of its members.  He was responsible for the overall management
of asbestos claims and PI claims on behalf of approximately 20
different defendants for about 36 different jurisdictions across
the country.

After the CCR dissolved, Mr. Myer started up his own company with
three other partners -- Claims Management Services -- and provide
essentially the same service provided in the CCR.

Mr. Myer disclosed that his responsibility insofar as resolving
cases on the defendants' behalf is to ensure that whatever amount
that he is paying reflects their relative liability and, in turn,
from a dollar standpoint, their relative dollar amount of that
total gross value.

Mr. Myer estimated that the total gross value of a mesothelioma
case in 1999 or 2000 was between $2,500,000,000 and $3,500,000,000
and range from $5,000,000 to $8,000,000 at present.

Considering Armstrong to be a national defendant, Mr. Myer
attested that the geographic scope and size of Armstrong's
potential liability was across the country.

Mr. Myer further testified that the CCR differed from the ACF in
the sense that the CCR claims philosophy was to go out and be
proactive in regards to resolving cases.  In other words, the CCR
attempted to try to resolve cases not necessarily right on the eve
of trial, but also tried to resolve cases to, inter alia, reduce
defense costs and settlement costs.

Mr. Myer told Mr. Finch that before it would pay money to a
claimant, the CCR required the existence of an asbestos-related
medical condition and an occupational exposure -- an exposure to
at least one or more of the asbestos-containing products.  For
non-malignant claims, the requirement to pay any case rested on
the fact that a plaintiff was able to provide the CCR with the
existence of a medical report that showed confirmation of an
asbestos-related disease.

Mr. Myer clarified that the settlement amounts negotiated on
behalf of the CCR members do not contain any kind of premium for
punitive damages.  Mr. Myer said that the cases were valued based
on the likelihood that they go to trial and an award be returned
absent punitive damages.

Mr. Myer confirmed that the plaintiffs had basically used a mass
consolidation as a hook to try to get more cases settled.  
However, the settlement averages by disease did not increase
dramatically.

Mr. Kravitz cross-examined Mr. Myer, tackling on CCR's "three-tier
approach" in resolving certain claims.

Mr. Myer attested that settlement values would be higher for cases
that were closer to trial dates than those newly filed cases.  He
illustrated that in Mississippi, there were cases that went to
verdict that resulted in an award against the CCR defendants of
$48,000,000.  Those exact same cases when they were being resolved
is part of global settlements, and newly filed cases would be
resolved for somewhere in the range of $500 to $700.

Mr. Myer reasserted that the settlement value of a given case was
a direct reflection of what information the plaintiff was
providing or supplying in terms of support for all the product
identification, as well as medical information.

                FACT WITNESS NO. 2: Edward Houff

Edward Houff has defended Armstrong and other asbestos personal
litigation for approximately 20 years.  He became a liaison
counsel for the Asbestos Claim Facility and represented AWI in
connection with punitive damages cases in other jurisdictions, as
well as special issues that included contentions relating to AWI's
liability, if any, for Armstrong Contracting Supply Corporation.  
He also became a regional counsel for the CCR in 1988.

Mr. Houff admitted that one of his special projects was to defend
Armstrong in gasket and floor tile claims.  Between these cases,
the insulation contracting activities made up majority of the
claims against AWI.

In addition, Mr. Houff related that effective January 1, 1958,
Armstrong Cork Company transferred its asbestos insulation
contracting work to Armstrong Contracting Supply Corporation.  To
hold AWI responsible either independently of or in conjunction
with ACS for asbestos-containing products, Mr. Houff said that the
plaintiffs tried to employ various methods, including the claim
that the licensing of certain trademarks that were ultimately used
by AC&S on asbestos-containing insulation products was a source of
liability to AWI because of the licensing, making them a seller in
the chain of distribution.

Mr. Houff said that alter ego was sometimes employed as a theory
of vicarious liability against Armstrong Cork, as well as the use
of the generic name, Armstrong.

During cross-examination, Mr. Kravitz reviewed Armstrong's
historical background and its relation to ACS and Armstrong Cork.

Mr. Houff confirmed that before Armstrong was changed into AWI, it
was called Armstrong Cork.  When ACS -- which was incorporated as
a separate entity from Armstrong -- was formed, it took over all
of the insulation contracting business that Armstrong Cork itself
had previously performed.

Mr. Houff said he has found nothing from actual evidence from
anyone indicating that Armstrong formed ACS to avoid asbestos
liabilities or for any fraudulent purpose.  He said ACS was formed
because it was fundamentally different than the manufacturing
business that Armstrong Cork had.

Mr. Houff further admitted that in some cases there are a lot of
defendants named, and there was over-naming.

Mr. Houff attested that it was Armstrong's position that for any
case in which the plaintiff's early exposure was after 1969 --
when ACS was sold and changed its name to AC&S -- Armstrong was
not responsible for that.

         PLAN SUPPORTERS' 1ST EXPERT WITNESS: Dr. Welch

Dr. Laura Welch was first to take the witness stand as medical
expert for the Asbestos Committee.

Under Mr. Finch's direct examination, Dr. Welch testified that she
has made the subject matter of asbestos disease her professional
specialty since 1980.  She has treated thousands of patients who
have asbestos-related diseases, and has published articles in peer
review medical journals concerning the causation, epidemiology, or
other issues related to asbestos-related disease.

Dr. Welch has also received grants from the National Institute of
Occupational Safety and Health to study asbestos-related disease
on two different occasions to look at cause of death among sheet
metal workers.

Dr. Welch testified that she managed a large national medical
screening program for asbestos disease in sheet metal workers
since 1987.  She has also been recognized many times by a court as
an expert on medical issues relating to asbestos-related diseases,
and has testified before the United State Congress on subjects
related to the causation and epidemiology and diagnosis of
asbestos-related diseases.

Dr. Welch confirmed that she is not a certified B Reader.

Mr. Gordon objected to see how expansive Dr. Welch's testimony is.

At Judge Robreno's request, Mr. Finch restated Dr. Welch's field
of expertise.  Judge Robreno then allowed the testimony to
proceed.

Dr. Welch explained that the Surveillance Epidemiology and End
Results program is designed by the National Cancer Institute to
capture data on all cancers and look at incidents and survival to
project national statistics, specifically on the estimation of
mesothelioma incidents in the United States.  Based on the SEER
charts from 2002 to 2004, she said that the incidence of
mesothelioma in the U.S. were just really right around the peak;
the rates have stabilized and are not statistically declining yet.

Dr. Welch characterized the decline in mesothelioma beginning in
2003 and 2004, based on Dr. Nicholson's mesothelioma projections,
as "a gradual step-down."

Dr. Welch testified that Dr. Nicholson's asbestos cancer
projections were used in predicting the costs for the Senate
Asbestos Trust, which data has been used by the Asbestos Workers'
Pension Fund to predict the cost of the fund of future deaths
among asbestos workers.

Dr. Welch declared that "[a]sbestos causes lung cancer."

Dr. Welch added that SEER can provide data on lung cancer, but the
proportion that are due to asbestos cannot be determined from the
clinical case of lung cancer.

Dr. Welch asserted that one does not have to have asbestosis to be
able to say that lung cancer was caused by asbestos.  She said
this was the consensus of experts in asbestos epidemiology at a
1997 conference in Helsinki, Finland.

Dr. Welch pointed the District Court to a study by Cullen, et al.,
which looked at lung cancer and the presence or absence of
asbestosis in about 4,000 asbestos-exposed workers that had been
gathered together in a clinical trial.  "I think it demonstrates
what many people believed before, that asbestosis is not necessary
to say a lung cancer is related to asbestos," Dr. Welch said.

        PLAN SUPPORTERS' 2ND EXPERT WITNESS: Dr. Peterson

Dr. Mark Alan Peterson had an undergraduate degree from the
University of Minnesota in Psychology and Mathematics, a law
degree from Harvard, and a Masters and Ph.D. in Experimental
Social Psychology from the University of California, Los Angeles.

Since completing his Graduate Ph.D. degree, Dr. Peterson has been
working as a research scientist for over 20 years and then as
expert and researcher in mass tort litigation since early 1980s.  
Throughout all that time, his work has been to conduct empirical
research on how the legal system functions.

Dr. Peterson has been engaged by certain U.S. court judges to
render services related to consolidated class action and claims
estimation.

In his voir dire examination conducted by Mr. Baughman, Dr.
Peterson admitted that he has "never settled a case as an attorney
for any party in an asbestos case."

However, to familiarize himself with the necessary information in
an asbestos case, Dr. Peterson testified that he reviewed
documents with regard to the asbestos liabilities of a company, as
well as depositions and testimony both from earlier hearings.  He
has also talked with Armstrong's representatives in resolving its
asbestos liabilities, with the plaintiffs' lawyers, and with the
CCR members.

According to Dr. Peterson, the three steps that he employed in
cleaning up and organizing pending claims data are:

   -- separately make an estimate of Armstrong's liability for
      claims pending as of the Petition Date and then a separate
      analysis of its liability for future claims.

   -- determine what percent of those claims will end up being
      paid by Armstrong; and

   -- determine the settlement value the claimants will receive.

Dr. Peterson expected that the future percent that Armstrong would
pay and how much it would pay on average to resolve claims would
be substantially different, considering that there are major
changes since 2000 that have occurred affecting both Armstrong,
other CCR members, and asbestos defendants.

            CONFIRMATION TRIAL DAY 2 -- May 24, 2006

Dr. Peterson's testimony continued the following day.  He
discussed the estimation process and forecasts of settlement
values of the types of claim that will be filed in Armstrong's
case.

Dr. Peterson forecasted that Armstrong's real obligations for
asbestos related diseases is about what it was at the time of its
bankruptcy.  He added that mesothelioma is the disease that has
increased the most in the past and has continued to increase more
than any other disease.

Dr. Peterson also projected that the number of non-malignant
claims will go down, even though he was forecasting increasing
finds for cancers because of the changes in the way lawyers handle
screening processes.

Furthermore, Dr. Peterson estimated that Armstrong's liability for
its present asbestos PI claims may aggregate approximately
$7,000,000, subject to an agreed 5.55% present valuation and
$5,300,000,000 for future claims, had it not filed for Chapter 11
protection.  The cancer claimants would receive 70% of the total
amount paid.  Other defendants would assert future liabilities
arising from cancer claims, and not non-malignant claims.  Of that
total, 60% of would go to mesothelioma claims, which have shown
the greatest growth in value.

During cross-examination, Mr. Baughman questioned Dr. Peterson's
interpretation of certain data to make comparisons on liability
between Armstrong and other companies.  Mr. Baughman said Dr.
Peterson was basing his future estimates of value on essentially
what happened in one particular year.

Dr. Peterson explained that the quantitative measure he used to
calculate the effects that he had forecasted is based on the
changes of events between 2000 and 2001 in the asbestos
litigation, which events were a continuation of important changes
that occurred between 1999 and 2000.

        PLAN SUPPORTERS' 3RD EXPERT WITNESS: Dr. Florence

Dr. Barry Thomas Florence was retained by the FCR as expert to
estimate present and future asbestos liabilities that would accrue
to Armstrong under the assumption that it did not go into
bankruptcy but stayed in the tort system.

Dr. Florence has an undergraduate degree from the University of
Kentucky in Commerce, Business and a Masters and a Ph.D. from
Michigan State University in research design and statistics.  He
worked for a consulting firm doing research for the California
Court, Administrative Office of the Courts, and the Law
Enforcement Assistance Administration.  He was became former
executive vice president of Resource Planning Corporation, which
was later sold to KPMG Peat Marwick.  He stayed with KPMG Peat
Marwick as National Director of Litigation Services, before
forming his own business, ARPC.

During his stint with Research Planning Corp., KPMG and ARPC, Dr.
Florence did analysis related to mass torts, planning and
management work for claim processing facilities, and survey and
economic research.

In 1988, Dr. Florence was hired by the Manville trust to forecast
the number of claims it would receive in the early years of the
trust.  Shortly thereafter, his team was hired by the UNR trust to
do a full liability analysis.  He also worked in, among others,
the EaglePicher bankruptcy case, the Fuller Austin bankruptcy
case, Insulations, Pittsburgh-Corning, Babcock & Wilcox, A.P.
Green, Flintkote, Kaiser, U.S. Gypsum, and W.R. Grace.

Mr. Baughman tried to block Dr. Florence from taking the witness
stand.  He questioned Dr. Florence's qualification as expert
witness.   He argued that Dr. Florence wasn't qualified because he
didn't actually do the bulk of the work reflected in his report.  
"He isn't competent to explain the work that was done," Mr.
Baughman said.

However, the District Court cleared Dr. Florence, subject to a
motion to strike testimony for failure to satisfy the requirements
of Rule 702 of the Federal Rules of Evidence.

In his testimony, Dr. Florence explained that Armstrong's asbestos
liability to range from $4,000,000,000 to $4,900,000,000, with a
median of $4,500,000,000 at net present value, using a 5.55%
discount rate.

According to Dr. Florence, the number of claims against Armstrong
is expected to go down.  Dr. Florence concurred with Dr. Welch's
testimony that the claim filing is at a peak.  He believes that
the peak is extending over about a 40- to 45-year period.

Dr. Florence also told the District Court that regardless of
whoever retains him, his methodology for estimating pending and
future asbestos liability remains the same.

During cross-examination, Mr. Baughman again took a stab at Dr.
Florence's qualification and reiterated that Dr. Florence had
nothing to do with the preparation of the analyses contained in
his report.  He even noted that neither Dr. Florence nor anyone at
ARPC has ever published a peer-review paper using the estimation
techniques contained in his report.

Mr. Baughman asked Dr. Florence if the methodology that he and his
staff employed was designed at every step to increase the number
of future claims. Dr. Florence denied this.

Mr. Baughman also asked the District Court to strike Dr.
Florence's testimony.  "I think the testimony . . . has
established that there is essentially no foundation for any of the
opinions that Dr. Florence has often -- has offered."

The District Court took the motion under advice.

            CONFIRMATION TRIAL DAY 3 -- May 25, 2006

       CREDITORS COMMITTEE'S 1ST EXPERT WITNESS: Dr. Weill

Dr. Hans Weill is a certified pulmonologist and a member of
various organizations of internal medicine specialists and lung
disease specialty organizations, like the American Thoracic
Society.  He is retired from full time faculty work at Tulane
University.

Dr. Weill started working in asbestos disease research in 1969.  
The research was centered primarily on the workers in two plants
in the New Orleans area.  For 15 years, his team of physicians,
physiologists, engineers, etc., studied people who worked with
asbestos cement building products.  Those studies have been
published.  Dr. Weill also studied silica exposure and chemical
exposures.

Dr. Weill disclosed that over the course of his career, he has
been retained to provide expert testimony in cases involving
asbestos-related injuries.

During direct examination, Dr. Weill underscored that:

   1.  The median latency period for mesothelioma is 30 years,
       not 40 years as indicated by Dr. Welch.

       Dr. Welch's opinion was based on a recent paper by
       Miller.  However, Dr. Weill pointed out that the Miller
       paper is based on a population of household contacts
       solicited from more than nine plaintiffs' law firms.

       "There's nothing really new in that study and certainly
       that can't be used to characterize what the latency
       period is in this large pool of claimants or any other
       worker population," Dr. Weill explained.

   2.  The incidence of mesothelioma is declining and past the
       peak.

       Dr. Weill cited his 2004 study, "Changing Trends in U.S.
       Mesothelioma Incidents."  He noted that data from the
       Surveillance Epidemiology and End Results Program of the
       National Cancer Institute showed a long-term increase in
       male mesothelioma cases from workplace exposure to
       asbestos that peaked in the early 90s and then started
       going down since then.

       Dr. Weill noted that Dr. Bertram Price of Price
       Associates, Inc., used the same SEAR data to project
       incidence of mesothelioma.  Mr. Price's projections give
       a slightly later peak, but his data showed a peak that
       occurred some time between 2000 and 2004.

   3.  Asbestosis is also declining and the median latency
       period for asbestosis is in the 20-year range.

       According to Dr. Weill, publications on asbestos merely
       show today who are all the people who have x-ray changes
       that are characteristic of asbestosis.  These studies do
       not tell what's happening over time.  He said the only way
       to know what's  happening over time is if every year new
       cases of asbestosis are counted.  However, it's not being
       done in the U.S.

   4.  Asbestosis is a necessary precursor to asbestos-related
       lung cancer.

       Dr. Weill explained that his team studied workers at the
       asbestos cement manufacturing industry in 1970 for the
       next 13 or so years.  They looked at the workers'
       mortality by causes and determined how it relates to the
       1970 status of their lungs in regard to asbestosis.  They
       obtained the workers' smoking history, medical history
       and their lung function tests.  The team was able to
       account the workers' exposure at that time.

       Dr. Weill said the workers with asbestosis had a markedly
       elevated risk of lung cancer.  "[W]e found that they had
       a four-fold increase, 400 percent increase, in lung
       cancer risk."

       Dr. Weill disputed Dr. Welch's testimony that asbestosis
       was not a necessary precursor.

       Dr. Welch relied on the Cullen study.  Dr. Weill,
       however, pointed out that the Cullen study was not
       designed to determine the relationship between lung
       cancer and asbestosis.  It was designed to determine
       whether or not taking therapeutic substances called
       betacarotene and retinol, whether those would prevent
       lung cancer in high-risk populations.

Dr. Weill further told the District Court that assuming Armstrong
left the asbestos business in 1958, the incidence of asbestos-
related disease should be declining.  "[T]he risk would be
extremely low for all of the asbestos related diseases because one
is well beyond the range of latency."

During cross-examination, Mr. Finch attempted to establish or
imply that:

   1.  the decline of asbestosis is gradual;

   2.  the latency period for mesothelioma is at least as long
       or longer as the median latency period for asbestosis;

   3.  there are many other articles in the medical literature
       that state that radiologically diagnosable asbestosis is
       not necessary to attribute lung cancer to exposure to
       asbestos; and

   4.  Dr. Weill is a known asbestos defendants' expert.

In response, Dr. Weill confirmed that the incidence of asbestosis
can be considered "gradual" and that the latency period of
mesothelioma is about the same as that of asbestosis.  He,
however, emphasized that it depends on the dose.  He noted that
the lower the dose, the longer the median latency period.

Mr. Finch pointed Dr. Weill to Dr. William Nicholson's 1982 paper,
which projects a long gradual decline of mesothelioma incidence.

However, Dr. Weill dismissed the projections.  He explained that
Dr. Nicholson's study was done 25 years ago.  He also emphasized
that his and Dr. Price's observations are more recent.

Dr. Weill also noted that most articles that state that
radiologically diagnosable asbestosis is not necessary to
attribute lung cancer to asbestos exposure are opinion papers.  
According to Dr. Weill, there are very few studies -- that he
would give some scientific credence to -- that show the opposite.

Mr. Finch pointed Dr. Weill to a paper on asbestos-related disease
topics, which was prepared at a gathering of medical professionals
from many different disciplines in Helsinki, Finland.

However, Dr. Weill dismissed the Helsinki research as an opinion
paper.  He said it was written by a group of individuals "who were
of like mind in regard to the issue of asbestos related lung
cancer," and "who in fact excluded some who had contrary views."

Dr. Weill also downplayed the fact that most of the time he served
as an expert for asbestos defendants.  "It seemed that the
majority, substantial majority of individuals who asked me to
testify were people who were defendants," he told the District
Court.

     CREDITORS COMMITTEE'S 2ND EXPERT WITNESS: Dr. Chambers

Dr. Letitia Chambers is the managing director at Navigant
Consulting Incorporated.  She has worked on asbestos-related
matters for about 30 years now.  She founded Chambers Associates
Incorporated, which was later acquired by Navigant, and worked for
several different companies beginning with the Manville
Corporation to look at asbestos-related occupational injury and
estimate future asbestos claims.

Dr. Chambers has also been involved in a number of bankruptcy
cases, including Celotex Corp., U.S. Gypsum, Wallace & Gale, G-1
Holdings, and W.R. Grace, to estimate asbestos liability or look
at asbestos trust procedures.  She has been an expert for the
debtor, for the unsecured creditors, the financial creditors, the
banks or bondholders.

Dr. Chambers has a master's degree and doctorate in Education, and
a bachelor's degree in English.

                 ACC Says Chambers Not An Expert

Before the direct examination of Dr. Chambers, Mr. Inselbuch
protested that Dr. Chambers is not qualified to provide an opinion
on asbestos liabilities, particularly about future asbestos
liabilities.  He explained that Dr. Chambers has no training in
the field and no court has ever relied on her opinion.

Mr. Baughman argued that the fact that some of the cases she has
testified may have been settled, or resolved in particular ways --
such that it never got to the point where a particular court had
to accept or reject her opinion -- is not relevant.  Mr. Baughman
clarified that Dr. Chambers would engage in broader analysis
instead of merely providing a claims estimate.

With that, Judge Robreno admitted Dr. Chambers as expert witness.

                       Chambers' Testimony

According to Dr. Chambers, AWI's total estimated asbestos
liability is $1,960,000,000.  She said the estimate has been
adjusted to reflect AWI's participation in the CCR and the fact
that certain CCR members, notably GAF, left the facility in 1999
and 2000.  She explained that GAF had a large share that was
divided among the other CCR members.  That division of the GAF
share going forward caused a big spike in claim values for
Armstrong in the year 2000.

Absent the adjustment, AWI's total liability would have been  
$2,180,000,000.

Dr. Chambers believes that the number of future non-malignant
claims is expected to decline given these factors:

   1.  Fraudulent activity in asbestos torts -- where people
       submit dubious claims based on a diagnosis from a doctor
       who is part of "asbestos claiming mills" -- which
       activity was common in the 1990s, has been pointed out
       in recent court decisions and is unlikely to continue;
       and

   2.  The joint and several liability rules have been changed
       in a number of states.

According to Dr. Chambers, her analysis shows that 77% of
Armstrong's historical claims were in states that now have
restricted joint and several liability.

Dr. Chambers also concurred with Dr. Weill's testimony that
incidence of asbestos-related injury is past the peak.  She
pointed out that of the 27,500,000 people that were exposed in the
year 2000, only 9,000,000 of them are still alive.

Dr. Chambers also disputed Dr. Peterson's and Dr. Florence's
estimates of Armstrong's future liability.  She explained that Dr.
Peterson used values that are not rooted in Armstrong's own
history, but values from a company that was on the verge of
bankruptcy and only settling claims on the courthouse steps.  She
said that Dr. Peterson's assumption would result in high values.

Dr. Florence's median estimate of $4.4 billion did not factor the
anomaly in 2000 related to Armstrong's involvement in the CCR,
according to Dr. Chambers.

During cross-examination, Mr. Inselbuch tried to establish that
GAF's exit from the CCR was a non-factor, and that Armstrong's
settlement costs are increasing over the years.

Mr. Inselbuch also pointed to an American Academy of Actuaries
report, which indicated that starting in the year 2000 and
continuing at least through the year 2004, there has been a
substantial increase in what the insurance industry thinks it has
to pay or has been paying and reserving for asbestos losses.

Dr. Chambers told the District Court that while the insurance
companies' overall indemnity has gone up, it doesn't mean that
it's gone up due to payments for any individual company.  Rather,
it's gone up because more companies have been brought in to
claiming.  The insurance industry is now paying on behalf of some
companies that it didn't formerly have insurance claims for.

                      Cantor Testimony Barred

Judge Robreno denied a last minute attempt by the Creditors
Committee to admit Dr. Robin Cantor as expert witness.

Mr. Baughman explained that the Creditors Committee did not
receive the documents it requested from the CCR until the end of
April.  The documents were necessary to prepare Dr. Cantor's
report on a timely basis.

However, Judge Robreno pointed out that the Creditors Committee
could have and should have alerted the District Court at an
earlier date of its inability to obtain documents.

Giving a short sermon, Judge Robreno said late designation is very
disruptive to the orderly and efficient trial of the case.  He
noted that there's a significant public interest involved in the
case.  There are thousands of claimants that are awaiting
compensation, the fate of the debtor is at issue with all of the
employees, and consumers that expect resolution of the case one
way or the other.

"The confidence of the public in the administration of justice is
undermined by modifying the scheduling order," he added.

The Creditors Committee, in its request, said Dr. Cantor has done
a review of 956 claims filed with the CCR that involved Armstrong.  
Dr. Cantor was supposed to testify that a substantial number of
those claims had either no information on product I.D. as to
Armstrong or the medical evidence that was submitted was submitted
over the signature of doctors and facilities that have been called
into significant question.

              District Court Clears Prof. Brickman

Judge Robreno denied the Asbestos Committee and the Futures
Representative's request to exclude Prof. Lester Brickman's expert
testimony, subject to any motion to revisit his testimony, which
may be made at the conclusion of his testimony.

As previously reported, the Asbestos Committee and FCR argued that
Prof. Brickman's testimony is "inadmissible" because it is, in
essence, a partisan account of asbestos law.

According to Judge Robreno, Prof. Brickman is qualified by virtue
of skill, education and experience to aid the Court in the case.  
He also noted that the opinions rendered in the professor's report
appear to be reliable.

Judge Robreno also held that a good deal of the testimony in the
case has involved a change in the law in the last few years and
how that will affect the Debtors' future liability.  He said Prof.
Brickman's testimony will be helpful to the District Court.

                 Prof. Brickman Takes the Stand

Prof. Brickman took the witness stand late in the afternoon on
May 25.  He explained to the District Court the entrepreneurial
asbestos litigation model that began to emerge in the mid to late
1980s.  In this model, he said a number of lawyers determined to
go out and seek clients and did so by hiring screening entities.

The consolidation of claims in a single proceeding also caused the
mass filing of claims to double because there would be no
individual consideration of the merits of the claim.

Prof. Brickman also noted that plaintiff lawyers prep claimants
prior to a court appearance.  This "witness coaching" has been
revealed when Baron & Budd inadvertently included a witness
preparation document in a deposition.

He said claims filed against Armstrong are consistent with the
results of the entrepreneurial model.  He noted that 91% of
nonmalignant claims against AWI closely aligns with the percentage
of nonmalignant claims that are the product of the model.

Prof. Brickman said prepetition settlements that Armstrong entered
into with respect to asbestos claims that were the product of the
entrepreneurial model, may not be a valid basis for projecting the
number and value of future claims.

Prof. Brickman also said that if Armstrong were in the tort
system, it would be realizing declines in non-malignant claims
consistent with the declines experienced by the companies,
including American Standard, Ashlon, Crane, Crown Cork & Seal,
Certex, Georgia Pacific, Goodyear Tire, Hercules, Honeywell
International, Link & Electric, Owens Illinois, Union Carbide and
Viacom.

Mr. Finch and Mr. Lynn cross-examined Prof. Brickman.  They tried
to establish that Prof. Brickman was in no position to make an
opinion relating to Armstrong's experience in the tort system
since he has neither done any study on litigation involving
Armstrong nor talked to individual Armstrong claimant or its
counsel.  They also pointed out that Prof. Brickman has not
studied how often mass consolidations were used against Armstrong.

Prof. Brickman, however, noted that Armstrong must be involved
because the CCR was involved in a number of the mass
consolidations in West Virginia and in other locations.

                       Changes to LTI Plan

Mr. Karotkin, Esq., disclosed at the May 25 Confirmation Trial
that the Debtors have modified their long-term incentive plan,
which would take effect on the effective date of the plan of
reorganization.

Mr. Karotkin explained that changes had to be made to the LTIP.  
Since the incentive plan was first formulated and the grants were
agreed upon two and a half years ago in connection with the
original confirmation hearing, there have been obvious changes in
the personnel at the Debtors, who would be the people receiving
these grants.

The economics of the LTIP have not changed, Mr. Karotkin said.  

The number of options and shares of restricted stock have been
reduced slightly since the number of employees has been increased.  
The exercise price of the options, which will be granted under the
plan, will be adjusted from $30 a share.

Mr. Karotkin noted that there have been changes in the tax law,
and to avoid any adverse tax consequences to the beneficiaries of
the grants, the options will now instead be struck at fair market
value, at the time of issuance, in accordance with a formula that
the parties will agree upon.

The statutory committees and the FCR support the modifications.

                      About Armstrong World

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

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

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

When the Debtors filed for protection from their creditors, they
listed $4,032,200,000 in total assets and $3,296,900,000 in
liabilities.  (Armstrong Bankruptcy News, Issue No. 94; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ARVINMERITOR: Moody's Assigns Ba1 Rating on $1 Billion Loan
-----------------------------------------------------------
Moody's Investors Service affirmed ArvinMeritor, Inc.'s Corporate
Family rating at Ba2 and assigned Ba1 ratings to the company's
$1.05 billion of new first lien bank debt.  Moody's lowered to Ba3
the ratings on the company's existing senior unsecured notes
issued under the company's "1998 Indenture".

The actions follow ArvinMeritor plans to reset the terms of its
bank revolving credit facility and arranging a new $200 million
bank term loan, both of which will benefit from first priority
liens against certain of the company's assets. The rating outlook
is Negative.  Ratings on the company's remaining notes issued
under the "1990 Indenture" are under review with direction
uncertain as that indenture contains stronger protective features
than the 1998 indenture, and their treatment under the refinancing
remains to be clarified.  Moody's also affirmed ArvinMeritor's
Speculative Grade Liquidity rating at SGL-2, representing good
liquidity over the next 12 months.

Ratings affirmed:

ArvinMeritor, Inc.

   * Corporate Family, Ba2

   * Speculative Grade Liquidity, SGL-2

Ratings assigned:

ArvinMeritor, Inc.

   * $850 million first lien revolving credit, Ba1

   * $200 million first lien term loan, Ba1

Ratings downgraded:

ArvinMeritor, Inc.

   * 6.75% notes maturing in 2008, to Ba3 from Ba2

   * 6.8% notes maturing in 2009, to Ba3 from Ba2

   * 8.75% notes maturing in 2012, to Ba3 from Ba2

   * 8.125% notes maturing in 2015, to Ba3 from Ba2

   * Shelf filing for unsecured notes, to (P)Ba3 from (P)Ba2

Arvin Capital

   * Backed preferred stock, to B1 from Ba3

Ratings under review with direction uncertain:

ArvinMeritor, Inc.

   * 6.625% notes maturing in 2007
     (approximately $5 million remaining)

   * 7.125% notes maturing in 2009
     (approximately $6 million remaining)

ArvinMeritor will grant bank lenders under the new facilities a
first lien against certain domestic assets, including accounts
receivable, inventory, certain property, plant & equipment as well
as shareholdings in foreign subsidiaries, the shares of its
special purpose vehicle used to facilitate accounts receivable
securitization, and inter-company notes due from foreign
subsidiaries.

The pledged collateral will be designed and documented to not
trigger the negative pledge provisions of the company's 1998 and
2006 indentures.  Those indentures would mandate equal and ratable
security be given to note holders if Secured Debt exceedes a
prescribed limit.

Subject to the terms of those indentures, a lien basket of 15% of
defined Consolidated Net Tangible Assets was established but
excluded certain assets and types of debt from the applicable
definitions.  A "savings clause" will be included in the bank
security agreements which will have the effect of turning over to
the trustee for the respective issues any amounts realized by the
banks in excess of the applicable lien basket.  Debt issued under
the company's 1990 indenture involved a smaller lien basket and
different terms which could be triggered by the proposed
refinancing.

Approximately $11 million of notes issued under that indenture
remain following the company's debt tender in March.  The company
has not yet specified how these notes will be treated with respect
to the terms of the indenture.

The company will use $190 mm of the proceeds from the new term
loan to reduce usage under its accounts receivable securitization
program, which was roughly $206 million at the end of March 2006.
The new revolving credit for $850 million will replace an existing
$900 million facility.  The transaction will not materially
increase the company's indebtedness, but will further extend its
debt maturity profile.

The refinancing will not affect prospects for the company's
operations or cash flows.  Changes to the company's financial
covenants will provide incremental headroom for financial covenant
compliance.  Covenants are not expected to constrain effective
availability under the revolving credit facility over the next 12
months.  In turn, this enhances the company's financial
flexibility. Consequently, the Corporate Family rating of Ba2 has
been affirmed.

The negative outlook represents continuing concerns enumerated in
Moody's rating action of April 4, 2006.  Principally these reflect
uncertainty associated with the impact to the company's
performance in 2007 when new emission regulations for commercial
vehicles in North America come into effect.  These could adversely
affect results in ArvinMeritor's Commercial Vehicle System's
segment, which has accounted for the vast majority of recent
operating earnings while its Light Vehicle System's segment has
struggled with poor returns.

However, CVS's trailer, aftermarket, emission and international
operations may mitigate some of the anticipated decline in new
commercial vehicle production in North America.  In addition,
restructuring actions in both segments are expected to generate
savings.  While visibility on the extent of any potential decline
in the CVS business remains limited, margins within LVS must show
improvement to support the current ratings.

In the absence of a material improvement in those margins, LVS
results may not fully offset any potential decline in CVS.  The
negative outlook also considers the potential for labor
disruptions should negotiations between Delphi Corporation, GM and
the UAW and between Tower Automotive, Ford and the UAW fail to
resolve current issues related to labor costs.

The remaining notes issued under the 1990 indenture could be up-
graded should they receive equal and ratable treatment with the
secured bank debt or receive other treatment that preserves or
enhances their position.  Conversely, should they for any reason
not be granted equal and ratable treatment their ratings could be
lowered.

The Ba1 rating on the new bank facilities reflects higher recovery
expectations based on their priority of claims. However, the new
bank facilities are not structured on a borrowing base nor
supported by appraisals on the pledged assets.

The negative pledge clause in the 1998 and 2006 indenture also
somewhat limits the extent of liens which can be granted against
foreign subsidiary shareholdings and inter-company notes.  

Moody's concluded the senior secured ratings could be up-notched
one level from Corporate Family.  Higher recovery expectations on
the secured debt, however, adversely affects recovery expectations
for unsecured obligations.  Ratings on unsecured instruments have
been lowered one notch from Corporate Family. Rating on Arvin
Capital's backed preferred shares have also been lowered one
notch.

The Speculative Grade Liquidity rating of SGL-2 has been affirmed
and represents good liquidity over the next 12 months.  While the
amount of the company's effective availability to its external
commitments has increased as a result of the financing, prospects
for free cash flow and other internal resources have not changed
sufficiently to support a higher overall rating at this time.

However, the rating is better positioned within the SGL-2
category.  The granting of security interests, related terms, and
continuing impact of the negative pledge clause under the
indentures, somewhat diminishes the capacity to develop
incremental sources of alternative funding.

ArvinMeritor, Inc., headquartered in Troy, Michigan, is a global
supplier of a broad range of integrated systems, modules and
components serving light vehicle, commercial truck, trailer and
specialty original equipment manufacturers and certain
aftermarkets.  Revenues in fiscal 2005 were approximately $8.9
billion.


ATRIUM CO: Moody's Holds Caa1 Rating on $124MM Sr. Discount Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the new $475
million senior secured bank credit facilities of Atrium Companies,
Inc., and affirmed the Caa1 rating for the $174 million senior
discount notes issued at ACIH, Inc. as well as its B2 corporate
family rating and SGL-3 speculative grade liquidity rating.

ACIH is an intermediate holding company that is structurally below
Atrium Corporation, the ultimate parent company, but resides above
Atrium Companies, Inc., the primary operating company.  The new
$475 million credit facilities are comprised of a $378.5 million
term loan B, $46.5 million delay draw term loan and a $50 million
revolving credit facility.  The proceeds from the new credit
facilities will be used to acquire Texas window manufacturer
Champion Corp., and also acquire a Californian window
manufacturer, and to repay its existing term loan.  The ratings
outlook is stable.

These ratings have been assigned to Atrium Companies, Inc.:

   * $378.5 million senior secured term loan B, due 2012,
     assigned B2;

   * $46.5 million senior secured delay term loan, due 2012,
     assigned B2;

   * $50 million senior secured revolving credit facility,
     due 2011, assigned B2.

Moody's notes that the ratings on Atrium Companies, Inc.'s
previous credit facilities will be withdrawn.

These ratings have been affirmed for ACIH, Inc.:

   * $174 million senior discount notes, affirmed at Caa1;

   * Corporate Family Rating, affirmed at B2;

   * Speculative Grade Liquidity Rating, affirmed at SGL-3.

The key rating factors influencing Atrium's ratings and outlook
are: the company's acquisition appetite as evidenced by low return
on assets, negative tangible net worth, and consistently high debt
leverage; exposure to the slowing new home construction industry
which accounts for around 65% of the company's revenues; free cash
flow generation relative to debt levels; and Atrium's market
position as a leading manufacturer of non-wood windows in North
America and presence in the higher potential demand hurricane
corridor.

Headquartered in Dallas, Texas, Atrium Companies, Inc., is one of
the largest window manufacturers in the United States.  Revenues
for 2005 were $787 million.


AUSTIN COMPANY: Files Disclosure Statement in Northern Ohio
-----------------------------------------------------------
The Austin Company and its debtor-affiliates delivered to the U.S.
Bankruptcy Court for the Northern District of Ohio a disclosure
statement explaining their Joint Plan of Liquidation.

                       Overview of the Plan

The Plan provides for liquidation of their assets for the
distribution to the holders of allowed claims.

On the Effective Date, all of the Debtors' Estates will be
substantively consolidated for distribution and all assets will be
transferred to, and will vest in, the Liquidating Trust,
principally for the benefit of creditors.  Under the Plan, a
Liquidating Trustee will be appointed and will continue to
liquidate all assets, reconcile claims and make distributions to
the creditors holding Allowed Claims.

                        Treatment of Claims

Under the Plan, all administrative claims will be paid in full on
the later to occur of:

   a) the Effective Date or;

   b) 11 days after the date upon which administrative claim is
      allowed.

Holders of allowed tax priority claims with an estimated amount of
$350,000 will receive in full satisfaction of its allowed claim,
cash equally to the amount of the allowed claim after the
Effective Date.

St. Paul holding's secured claims of up to $14 million will be
paid in full on:

   a) the Initial Distribution Date; or

   b) as soon as possible after that claim is allowed by final
      Court-order, subject to any applicable reduction or
      surcharge pursuant to section 506(c) of the Bankruptcy Code.

Each holder of Priority Unsecured Claims totaling $480,000 will be
paid in full without interest on the Effective Date or 30 days
after the priority claim is allowed.

Holders of the Allowed General Unsecured Claims will receive, in
full and final satisfaction and release of their claims.  The Plan
also provides for the pro rata distributions to holders of Allowed
General Unsecured Claims.

Interest Holders will receive no distribution under the Plan.

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

  http://www.researcharchives.com/bin/download?id=060608060122

Headquartered in Cleveland, Ohio, The Austin Company is an
international firm offering a comprehensive portfolio of  
in-house architectural, engineering, design-build, construction  
management and consulting services.  The Company also offers  
value-added strategic planning services including site location,
transportation and distribution consulting, and facility and
process audits.  The Company and two affiliates filed for  
chapter 11 protection on Oct. 14, 2005 (Bankr. N.D. Ohio Lead  
Case No. 05-93363).  Christine M. Pierpont, Esq., at Squire,  
Sanders & Dempsey, LLP, represents the Debtors in their  
restructuring efforts.  M. Colette Gibbons, Esq., and Victoria E.  
Powers, Esq., at Schottenstein Zox & Dunn Co., LPA, represent 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.


AVALON RE: S&P Lowers Subordinated Debt's Rating to CCC- from B
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its subordinated debt
rating on Avalon Re Ltd.'s Series C variable rate notes, which are
due June 6, 2008, to 'CCC-' from 'B'.

Standard & Poor's also removed this rating from CreditWatch with
negative implications, where it was placed on March 24, 2006.

Avalon Re is a special-purpose reinsurance company that issued
three notes of $135 million each.  The notes cover successive
layers of reinsurance to Oil Casualty Insurance Ltd.
(A-/Stable/--).  The notes afford Oil Casualty protection for
three years against cumulative worldwide excess general liability
exposures, including general liability risk, such as third-party
bodily injury or property damage.

"The Series C Notes were downgraded following Oil Casualty's
announcement that it is expected to incur losses of at least
$140 million, with the potential to reach the full limit loss of
$150 million," explained Standard & Poor's credit analyst Gary
Martucci.  "This loss is related to the December 2005 U.K.
(Buncefield) fuel storage explosion."

Because of the losses incurred at Buncefield and the full policy
limit loss realized as a result of Hurricane Katrina, the Series C
Notes are effectively at risk for any future losses for covered
events.

Standard & Poor's continues to keep its ratings on Avalon's Series
A and Series B notes on CreditWatch negative, pending receipt of
addition information from Oil Casualty.  Standard & Poor's expects
to resolve the CreditWatch status of these ratings within the next
two weeks.


BENCHMARK HOMES: Auctioning Housing Lots on June 22
---------------------------------------------------
The Honorable Timothy J. Mahoney of the U.S. Bankruptcy Court for
the District of Nebraska in Omaha authorized Thomas D. Stalnaker,
the Chapter 11 Trustee in Benchmark Homes, Inc., and its
affiliates' bankruptcy cases, to sell free and clear of liens and
encumbrances through a competitive bidding process:

   -- the Saddlebrook Lots,
   -- the Saddlebrook Villas Lots,
   -- the Grove Lots,
   -- the Grove Villas Lots,
   -- the Apartment Lot,
   -- the Canterberry Lots,
   -- the Ashford Lots, and
   -- the Undeveloped Ashford Property.

Chief Judge Mahoney ordered that undeveloped housing lots will be
sold to the highest bidder at 1:00 p.m. on June 22, 2006, in an
auction to be held at 14310 First National Bank Parkway in Omaha,
Nebraska.

Judge Mahoney said the minimum bid to be accepted on any of the
lots will be 100% of the Allocated Loan Balance.

The Allocated Loan Balances of the Lots are:

   1. SADDLEBROOK LOAN
      -- Saddlebrook Lots $2,335,079.59
      -- Saddlebrook Villas Lots $259,453.29

   2. THE GROVE LOAN
      -- The Grove Lots $2,832,988.39
      -- The Grove Villas Lots $236,832.37
      -- The Apartment Lot $304,213.042

   3. CANTERBERRY LOAN
      -- Canterberry Lots $1,954,293.00

   4. ASHFORD LOAN
      -- Ashford Lots $3,306,956.10
      -- Undeveloped Ashford Property $879,064.30

The Allocated Loan Balances will be subject to recalculation based
upon changes in the costs incurred by the Development Lenders in
maintaining and protecting the Development Lots, changes in
interest rates under the terms of the Development Loan documents,
or receipt of full or partial payment of the Development Loans,
including the receipt of any lot release payments made under the
terms of the Development Loan documents.

A Development Lender holding an interest in the lots will be
required to submit a bid of 100% of the Allocated Loan Balance as
the opening bid.  Such bid shall be a credit bid as permitted by
Section 363(k) of the Bankruptcy Code.

If the highest bid received is a credit bid submitted by a
Development Lender, that Lender will not be required to place a
deposit with the Trustee.  If the highest bidder is not a Lender,
that highest bidder will be required to submit to the Trustee a
deposit of no less than $200,000, refundable to the bidder only if
the Debtors fail or refuse to close the sale for which the bid as
been received.

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

http://www.researcharchives.com/bin/download?id=060608061325

Headquartered in Omaha, Nebraska, Benchmark Homes, Inc. --
http://www.benchmarkomaha.com/-- designs and builds houses.  The  
Debtor and its affiliates filed for bankruptcy protection on March
7, 2006 (Bankr. D. Nebr. Case No. 06-80243).  Robert V. Ginn,
Esq., at Blackwell Sanders Peper Martin LLP represented the
Debtors.  When the Debtor filed for chapter 11 protection, it
estimated assets and debts between $1 million to $10 million.


BOWATER INC: Posts $18.8 Million Net Loss in 2006 First Quarter
---------------------------------------------------------------
Bowater Inc. reported a net loss of $18.8 million on total sales
of $893.2 million for the quarter ended March 31, 2006.

Bowater's balance sheet at March 31, 2006, showed $5,110.3 million
in total assets and $3,935.6 million in total liabilities, and
shareholders' equity of $1,174.7 million.     

The Company's balance sheet also showed total current assets of
$1,007 million and total current liabilities of $578.4 million.

A full-text copy of Bowater's quarterly report is available for
free at http://researcharchives.com/t/s?aff

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.


CATHOLIC CHURCH: Frank Voth Wants Stay Lifted to Liquidate Claim
----------------------------------------------------------------
Frank Everett Voth asks Judge Elizabeth L. Perris of the U.S.
Bankruptcy Court for the District of Oregon to:

   (a) lift the automatic stay pursuant to Section 363(d)(1) of
       the Bankruptcy Code; and

   (b) allow a sexual battery lawsuit he filed to be resolved at
       the earliest time.

Mr. Voth, who holds Claim No. 262, filed a lawsuit against the
Archdiocese of Portland in Oregon and a priest, Father Spaur, in
the Circuit Court of the State of Oregon for the County of
Multnomah, Case No. 0507-07025, alleging claims for sexual battery
of a child and negligence.

Mr. Voth alleges that the abuse took place while Father Spaur was
employed by the Archdiocese.  Thus, the Archdiocese has vicarious
liability for Father Spaur's actions.

Mr. Voth asserts $12,000,000 in damages as a result of the abuse.

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)


CCS MEDICAL: S&P Downgrades Rating to B- With Negative Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Clearwater, Florida-based chronic care supply company CCS Medical.
The corporate credit rating was lowered to 'B-' from 'B'.  The
rating outlook is negative.

"The downgrade reflects concerns regarding tight loan covenants at
March 31, 2006, and the little cushion available in future
periods," said Standard & Poor's credit analyst Alain Pelanne.

"Also, we are concerned with the success of business integration,
particularly regarding accounts receivable collection and CCS's
already highly leveraged financial risk profile.  Finally, the
company's operating results have not been at the levels initially
expected when the rating was first assigned, primarily as a result
of additional bad debt reserves and higher-than-anticipated
Medicare respiratory reimbursement cuts."

The rating reflects:

   * CCS's exposure to the vagaries of reimbursement by third-
     party payors;

   * integration risk related to the merging of the second- and
     third-largest companies in the mail-order chronic care
     market; and

   * the company's aggressive leverage.

These risks are somewhat mitigated by the growing market for CCS's
services and its relatively diversified revenue and payor mixes.


CHARLES RIVER: Posts $100 Mil. Net Loss in Quarter Ended April 1
----------------------------------------------------------------
For the three months ended April 1, 2006, Charles River
Laboratories International, Inc., reported a $100,115,000 net loss
on total net sales of $283,769,000.

Charles River's balance sheet at April 1, 2006 showed total assets
of $2,410,424,000 and total liabilities of $665,126,000, and
$1,737,055,000 of total shareholders' equity.

The Company's balance sheet also showed total current assets of
$412,659,000 and total current liabilities of $268,023,000 at
April 1, 2006.

A full-text copy of Charles River's quarterly report is available
for free at http://researcharchives.com/t/s?b00

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

                            *   *   *

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


CHESAPEAKE ENERGY: Fitch Affirms Conv. Pref. Stock's B+ Rating
--------------------------------------------------------------
Fitch Ratings affirmed the ratings of Chesapeake Energy
Corporation following the company's announcement that it has
entered into an agreement to acquire certain oil and gas
properties from a joint venture between Four Sevens Oil Co. Ltd.
and Sinclair Oil Corporation (the Four Sevens/Sinclair
acquisition) for $845 million.

In its press release, Chesapeake also announced the acquisition
of an additional 28,000 net acres in the Barnett Shale from other
sellers for $87 million.

Fitch affirms these with a Stable Outlook:

  -- Issuer Default Rating at 'BB'

  -- Senior unsecured debt at 'BB'

  -- Senior secured revolving credit facility and hedge facility
     at 'BBB-'

  -- Convertible preferred stock at 'B+'

Despite the continued run-up in acquisition multiples and a
softening of spot natural gas prices, Chesapeake is not letting up
in its strategy as an aggressive acquirer and developer of low-
risk on-shore natural gas reserves.  The company has now announced
or closed more than $1.85 billion in acquisitions thus far in
2006.  The assets included in the Four Sevens/Sinclair transaction
are located in one of Chesapeake's core growth regions, the
Barnett Shale.

Chesapeake will initially book 160 billion cubic feet equivalent
of proven reserves from 39,000 net acres of leasehold assets which
have current production of approximately 30 million cubic feet
equivalent per day.  No proven reserves will be booked initially
with the smaller transaction.  Chesapeake anticipates closing all
of the acquisitions by the end of July.

While Fitch recognizes the long-term growth expectations for
the properties, the initial purchase price for the Four
Sevens/Sinclair acquisition equates to nearly $5.00 per million
cubic feet equivalent of reserves after backing out $55 million
for the associated midstream assets.

As with other acquisitions, however, Chesapeake also forecasts
spending an additional $2.3 billion to fully develop the
properties over the next several years.  More than 90% of the
reserves from the acquisitions are being booked as probable and
possible.  With the additional investments, Chesapeake expects to
quickly increase current production from the Four Sevens/Sinclair
properties with an exit rate of 45 to 50 mmcfe per day expected at
the end of 2006 and 80 to 100 mmcfe per day at the end of 2007.

Chesapeake's ratings continue to be supported by the size and 'low
risk' profile of its oil and gas reserves as the company has grown
into one of the largest natural gas producers in North America.
Pro-forma for the acquisitions and a positive 100 bcfe revision to
its Barnett Shale reserves during the current quarter, Chesapeake
anticipates reporting between 8.2 trillion and 8.4 trillion cubic
feet equivalent of proven reserves at the end of the second
quarter.

Reserve replacement has averaged a robust 585% over the last three
years (2003-2005), with 222% coming from the company's drilling
program at reasonable costs considering the escalation in drilling
and service costs across the peer group.  Chesapeake also now
forecasts 2006 production of between 581 bcfe and 591 bcfe,
representing a 26% increase over 2005 levels and a compound growth
rate of 34% annually over the last four years.

Chesapeake's ratings are also supported by the company's
conservative hedging strategy which has given a good line of
sight to the expected earnings over the next several quarters.
Chesapeake continues to take advantage of the robust strip prices
with current swap positions now up to 88%, 69%, and 55% of its gas
production in 2006, 2007, and 2008, respectively, at prices
between $9.00 and $10.00/mcf in each year.

Chesapeake also continues to use a significant level of basis
protection swaps to lock in the price differentials for its gas
production across its various core regions.  The company's oil
production, which represents approximately 8% of 2006 forecasts,
is also significantly hedged over the same period at between $60
and $70 per barrel in each year.

Chesapeake has indicated that the transactions will ultimately be
financed with a mix of long-term senior unsecured notes and
common/preferred stock.  As with other transactions, Fitch views
Chesapeake's balanced approach for funding acquisitions at roughly
50% debt and 50% equity positively.  

The company's debt-to-proven reserve metrics, however, will remain
among the highest in the industry.  Allocating a percentage of the
company's debt to the company's drilling rigs and treating 15% to
the company's preferred stock as debt, Fitch expects debt-to-mcfe
of proven reserves to be more than $0.75/mcfe at year-end 2006
with debt-to-proven developed reserves of more than $1.15/mcfe.

Fitch also forecasts EBITDA-to-interest coverage to be greater
than 10x in 2006, with debt to EBITDA of under 2x.  These
forecasts, however, will likely change significantly as the
company continues to pursue further transactions throughout the
remainder of the year.

Chesapeake is an Oklahoma City-based company focused on the
exploration, production and development of natural gas.  The
company's proved reserves remain predominantly natural gas and
are based 100% in North America.  Chesapeake's operations are
concentrated primarily in the Mid-Continent, South Texas, the
Permian Basin, and the Appalachia Basin.  The company's reserves
reflect the company's aggressive acquisition strategy and
consistent success through the drill-bit.


CHOICE ONE: S&P Junks Proposed $160 Million Term Loan's Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Rochester, New York- and Boston-based Choice
One Communications Inc., a competitive local exchange carrier.  
The outlook is stable.

Choice One Communications is the surviving entity of the
combination of Choice One, CTC, and Conversent Communications.
Standard & Poor's expects the name of the company to change once
the merger is finalized.

In addition, Standard & Poor's assigned a 'B' bank loan rating to
Choice One Communications Inc.'s proposed $400 million senior
secured first-lien term loan and $30 million revolver, and a
'CCC+' rating to the company's proposed $160 million senior
secured second-lien term loan.

The recovery rating for the first-lien term loan and revolver is
'5', suggesting negligible recovery (0%-25%) in the event of
payment default or bankruptcy.

The second-lien term loan is rated two notches below the corporate
credit rating, at 'CCC+', based on the significant amount of
priority obligations from the first-lien term loan and revolving
facility.  The recovery rating for the second-lien term loan is
'5' as well.  The bank loan rating is based on preliminary
documentation subject to receipt of final information.

Pro forma total debt is approximately $655 million on an operating
lease-adjusted basis.

Total bank proceeds of $560 million, combined with $150 million of
new equity, will be used:

   * to fund the $450 million acquisition of Conversent
     Communications subsequent to the merger of Choice One
     and CTC;

   * to refinance $214 million of existing Choice One term loans;

   * to repay $15 million of subordinated notes owned by
     shareholder Columbia Ventures;

   * to pay transaction fees; and

   * for general corporate purposes.

"The ratings on Choice One reflect a vulnerable business risk
profile stemming from a lack of sustainable competitive advantages
against financially stronger incumbent telecom operators,
vulnerability to potential regulatory changes, low barriers to
entry, and integration risks associated with the combination of
the three companies," said Standard & Poor's credit analyst Allyn
Arden.

Choice One will be challenged to successfully integrate all three
companies while maintaining its customer base in the face of
growing competition from the regional Bell operating companies,
primarily Verizon Communications Inc. and AT&T Inc.

Tempering factors include:

   * the economies of scale associated the size of the company;
     cost synergies;

   * the potential for significant discretionary cash flow
     generation; and

   * the lengthy duration of customer contracts.


CIMAREX ENERGY: S&P Upgrades Senior Unsecured Debt Rating to BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Cimarex Energy Co. and revised the outlook on
the company to positive from stable.

At the same time, the senior unsecured debt rating was raised to
'BB-' from 'B+' to reflect improved asset coverage of unsecured
debt.

As of March 31, 2006, the Denver, Colorado-based company had $352
million of debt.

The positive outlook reflects improvements to Cimarex's debt
leverage and cost structure since its 2005 acquisition of Magnum
Hunter Resources Inc., as well as the successful integration of
Magnum Hunter, which was roughly three times the size of Cimarex
at the time of the acquisition.  Due to strong cash flows and
related debt repayment during 2005, Cimarex was able to reduce
debt per barrel of oil equivalent from roughly $2.80 at the close
of the Magnum Hunter acquisition to $1.80.

Likewise, pro forma all-in costs of roughly $4 per thousand cubic
feet equivalent improved to roughly $3.25 per mcfe during 2005.
The improvements made reflect the successful integration of Magnum
Hunter, and indicate that Cimarex should be able to maintain its
improved financial metrics.  

Finally, Cimarex's senior unsecured debt rating was raised to 'BB-
', reflecting improved asset coverage of unsecured debt, with
secured debt now encumbering less than 15% of adjusted assets.

"The positive outlook on Cimarex reflects the potential for
ratings improvement over the near to medium term, if Cimarex can
maintain its improved debt leverage and cost structure, while
continuing to successfully integrate the assets from Magnum
Hunter," said Standard & Poor's credit analyst Paul B. Harvey.

"Ratings would be stabilized if Cimarex aggressively pursues
acquisitions or other growth initiatives, to the detriment of debt
leverage or cost structure," he continued.


CONGOLEUM: Insurers Want to Buy Back Insurance Policies for $25MM
-----------------------------------------------------------------
Congoleum Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey to approve a
settlement and policy buyback agreement they inked with:

   -- American Biltrite, Inc.;

   -- Travelers Casualty and Surety Co., formerly known as The
      Aetna Casualty and Surety Company; and

   -- St. Paul Fire and Marine Insurance Company.

To settle the outstanding disputes and to purchase the Debtors'
interests in certain insurance policies, the St. Paul Travelers
Entities agree to pay a total of $25,000,000 to a Plan Trust to be
created to pay asbestos claimants.  A full-text copy of the
Debtors' Plan Trust Agreement is available for free at
http://ResearchArchives.com/t/s?9f0

A copy of the Debtors' Plan Trust Distribution Procedures is
available for free at http://ResearchArchives.com/t/s?9f1

The St. Paul Travelers Entities have 18 policies at issue in the
Coverage Action.  Seventeen of these policies were issued by
Travelers, and one was issued by St. Paul.  Five of the Travelers
policies are written to provide coverage in excess of $10 million
of other excess coverage as well as primary coverage for the year
in which each of these Travelers policies was in effect and are in
the third excess layer above primary insurance.  Adding together
the aggregate limits of liability of these five policies is
$24 million.

Two of the Travelers policies are written to provide coverage in
excess of $20 million of other excess coverage as well as primary
coverage for the year in which each of these Travelers policies
was in effect and are in the fourth excess layer above primary
insurance.  Adding together the aggregate limits of liability of
these two policies produces a sum of $10 million.  One Travelers
policy, effective from October 12, 1972 until January 1, 1976, was
written to provide coverage in excess of $25 million of other
excess coverage as well as primary coverage for the years in which
it was in effect and is in the fourth layer of excess coverage
above primary coverage.  Seven of the Travelers policies are
written to provide coverage in excess of $25 million of other
excess coverage as well as primary coverage for the year in which
each of these Travelers policies was in effect and are in the
fifth excess layer above primary insurance.  

The Debtors contend that adding together the aggregate limits of
these last eight policies would produce a sum of $55 million,
while Travelers contends that adding together the aggregate limits
of these last eight policies would produce a sum of $40 million.

Two of the Travelers policies are written to provide coverage in
excess of $80 million of other excess coverage as well as primary
coverage for the year in which each of those Travelers policies
was in effect and are in the sixth excess layer above primary
insurance.  Adding together the aggregate limits of these two
policies would produce a sum of $20 million.

The St. Paul policy was written to provide excess coverage over
$25 million of other excess coverage as well as primary coverage
for policy period in which it was in effect and is in the fourth
excess layer above primary insurance.  The Debtors contend that
the aggregate limit of liability of this policy is $40 million,
while St. Paul contends that the aggregate limit of liability of
this policy is no more than $10 million.

Gregory S. Kinoian, Esq., at Okin, Hollander & Deluca, L.L.P., in
Fort Lee, New Jersey, argues that considering where the St. Paul
Travelers Entities' policies sit in the Debtors' coverage program
and that claim payments are spread across numerous years of
available coverage, an aggregate asbestos liability of more than
$1.2 billion likely would not impair all of the potentially
available limits of the policies.  

Under the Plan, there would not be a significant outlay of
asbestos claim payments immediately upon confirmation; instead,
payments to claimants would occur over time as the Plan Trust
evaluates and allows claims.  The Debtors believe that the first
$200 million of claim allowances by the Plan Trust likely would
impair the Travelers policies only in an amount of approximately
$3 million.  The Debtors submit also that it would require another
$300 million (for a total of $500 million) to trigger obligations
of approximately $37 million under the Travelers policies. It
could be years after confirmation, however, before claim
allowances total $500 million. Under the Settlement and Buyback
Agreement, the Plan Trust would have $25 million in hand during
the early stages of the Plan Trust's operations.

The Court will consider approval of the Debtors' request on
June 19, 2006.

                  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).


CURATIVE HEALTH: Eliminates $185MM Bondholder Debt Upon Emergence
-----------------------------------------------------------------
Curative Health Services, Inc. completed its plan to eliminate
$185 million in bondholder debt in less than 75 days.

As reported in the Troubled Company Reporter on May 24, 2006, the
U.S. Bankruptcy Court for the Southern District of New York
confirmed the Company's prepackaged plan of reorganization.  As a
result, the Company now has a strong balance sheet and access to
capital through exit financing commitments from a secured lender.

In addition to eliminating $185 million in bondholder debt,
Curative emerged as a privately held company named Critical Care
Systems International, Inc.  The wound care management business of
the Company was also renamed and will now be called Wound Care
Centers, Inc., to better align with the services of the business
unit.

"We are pleased to complete the Chapter 11 proceedings in less
than 75 days," Paul F. McConnell, President and Chief Executive
Officer of Curative, said.  "The Company is backed by some of the
most successful and sophisticated investment companies in the
world and we are well positioned for future success and growth.  
We appreciate the ongoing support from our customers and suppliers
and they can expect us to continue to provide exceptional patient
care and customer service."

                       About Curative Health

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


DANA CORPORATION: Court Approves Sypris Settlement Agreement
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Dana Corporation and its debtor-affiliates' settlement
agreement with Sypris Solution, Inc.

As reported in the Troubled Company Reporter on May 23, 2006,
Debtors Dana Corporation, Torque-Traction Manufacturing
Technologies, LLC, and their nondebtor affiliate, Dana Heavy Axle
Mexico, S.A. de C.V., have been parties to a series of contractual
agreements and amendments with Sypris since 2001.

In 2001, the Dana Companies sold to Sypris their interests in
Marion Forge.  In connection with that transaction, Dana and
Sypris entered into an eight-year supply contract for axle shaft
forgings and ring gear and pinion forgings previously produced by
the Dana Companies at the Marion Forge facility.

In 2003, Sypris purchased the Dana Companies' Morganton, North
Carolina facility.  In conjunction with that transaction, Dana and
Sypris entered into another eight-year supply contract for the
casting products that had previously been produced by the Dana
Companies at that facility.

In 2004, Sypris purchased the Dana Companies' Toluca, Mexico
facility.  In conjunction with this transaction, Dana and Sypris
once again entered into an eight-year supply contract.  Under the
contract, Sypris was to supply Dana with large steer axle beams
and other products.

During the course of their relationship, Dana and Sypris entered
into a number of amendments to the Supply Contracts.  The terms of
the amendments ranged from:

   -- adding additional parts to the Supply Contracts and
      establishing the prices of the added parts; to

   -- extending the term of the Marion Supply Contract through
      December 2014.

Through the Supply Contracts, Sypris is Dana's single largest
component supplier, accounting for over $120,000,000 in purchases
for 2005.

            Temporary Payment Assurances Agreement

In 2005, Sypris began to express concerns to Dana about its
financial position.  Based on those concerns, on December 15,
2005, the parties entered into a Temporary Payment Assurances
Agreement.

The TPAA was to run from Dec. 19, 2005 through April 18, 2006
-- the probationary period -- subject to renewal for subsequent
120-day periods.

The critical terms of the TPAA include:

   a. for the duration of the Probationary Period, Dana would pay
      Sypris on a weekly basis by ACH Transfer;

   b. Sypris agreed not to suspend Dana's trade credit before
      its Second Event of Default, which was Dana's failure to
      pay any invoice in accordance with Sypris' books and
      records within 45 days of the invoice date;

   c. any default of the TPAA would automatically extend the
      Probationary Period by 120 days; and

   d. Sypris agreed to provide Dana with weekly invoice registers
      and work in good faith with Dana to resolve any disputes.

In February 2006, disputes between the parties arose regarding
Sypris' claims that Dana had committed both a First and Second
Event of Default under the TPAA.  To temporarily resolve the
outstanding disputes, in mid-February, Dana agreed to a reduction
in payment terms from 62 days to 45 days.

On March 2, 2006, Sypris announced that it was eliminating all
trade credit to Dana, and unless Dana agreed to pay for Parts on
"cash-in-advance" terms, Sypris would not ship products to Dana's
facilities.  Sypris continued its refusal to supply Dana with
Parts.

Accordingly on March 6, 2006, the Debtors filed a notice of
repudiating vendor with respect to Sypris.  The Court conducted a
hearing on the notice and the Debtors' oral motion for a temporary
restraining order.  Under an agreed TRO, the Court required
Sypris, among other things, to restore the 45-day credit terms.

               Other Disputes Between the Parties

Owing to the unique "buy-sell" relationship that exists between
the Dana Companies and Sypris under the Supply Contracts, Dana was
indebted to Sypris for approximately $22,000,000 in
prepetition deliveries of goods and services

Sypris was also indebted to Dana in excess of $12,000,000 for
prepetition deliveries of goods and services.

Owing to the complex set-off and recoupment issues raised by the
parties' various relationships, the parties could not reach
consensus on the validity or scope of those rights.

On April 27, 2006, Sypris filed a notice of its intent to
implement certain of the proposed set-offs and recoupments.

Furthermore, the parties have disagreed regarding the purchase of
materials to be used in the production of Parts at Sypris'
Morganton facility.  While Sypris had historically purchased these
materials from Dana's suppliers -- as opposed to the Marion
Facility where Dana itself continued to purchase the materials
after the sale of its facility to Sypris -- Sypris asserted that
its payment of its own material suppliers somehow impacted the
parties' relationship.

                      Settlement Agreement

Recognizing the risks and costs associated with protracted
litigation, the Dana Companies and Sypris negotiated a framework
for the resolution of their disputes.  As the parties were not
able to bring those matters to a close, they engaged the
assistance of the former bankruptcy judge James Garrity to serve
as mediator.

On May 10, 2006, the parties reached a final agreement.  The key
terms of the parties' settlement agreement are:

   a. Sypris and Dana will commit to supply each other with Parts
      and raw materials pursuant to the Supply Contracts.  Dana
      will pay Sypris for Parts and Materials on 44-day ACH
      payment terms for goods purchased in the United States and
      on 20-day ACH payment terms for goods purchased in Mexico.
      Sypris will continue to pay Dana for Parts and Materials
      purchased from Dana on 59-day payment terms;

   b. The TPAA will be superseded by the Settlement Agreement,
      and Dana will release Sypris from any claims relating to
      actions taken by Sypris pursuant to the TPAA;

   c. Dana will assume the responsibility for purchasing
      materials for Sypris' Morganton facility, and the parties
      will use good faith efforts to facilitate the transfer of
      this function by May 15, 2006;

   d. Dana will pay Sypris $9,200,000 representing a partial
      payment of Sypris' administrative claim under Section
      503(b)(9) of the Bankruptcy Code.  The remainder of the
      claim will be paid after a reconciliation of the parties'
      books and records, and if necessary, an arbitration of
      those amounts;

   e. In the event of any insolvency, bankruptcy or liquidation
      of Dana Heavy Axle, Sypris will be entitled to
      administrative expense claim against the estates of Dana
      and TT Manufacturing for amounts owed by Dana Heavy Axle;

   f. Subject to the parties' reconciliation, Dana would agree
      that Sypris has valid and enforceable set-off or recoupment
      rights with respect to those amounts owed by Sypris to Dana
      for materials purchased prior to March 3, 2006.  After
      reconciliation, any additional amounts due and owing to or
      from Dana will be paid within five days, provided that any
      disputes regarding those amounts will be subject to binding
      arbitration; and

   g. The parties agree to default, notice and remedy provisions,
      and alternative dispute resolution procedures.

                      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 CORPORATION: Rejects Ten Equipment & Property Leases
---------------------------------------------------------
Dana Corporation and its debtor-affiliates obtained permission
from the U.S. Bankruptcy Court for the Southern District of New
York to reject 10 identified executory contracts that are no
longer necessary for their ongoing business operations or
restructuring efforts.

These Contracts, which are primarily comprised of leases of
certain equipment or real property, are deemed rejected as of
May 31, 2006:
                                                    Payment/
  Agreement              Counterparty             Monthly Rent
  ---------              ------------             ------------
  Agreement No. 57373    Palace Sports &          $22,000 annual
                         Entertainment, Inc.              payment

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

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

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

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

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

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

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

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

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

                      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 Nos. 8 and 10;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DANA CORP: Resolves Shipping Charges Dispute With Toledo Press
---------------------------------------------------------------
Dana Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to approve their entry
into and performance under a settlement agreement with Toledo
Press Company.

The settlement resolves certain disputes between the parties
relating to shipping charges incurred in connection with the
delivery of certain equipment sold by TPC to the Debtors.

Corinne Ball, Esq., at Jones Day, in New York, relates that Dana
and TPC are party to a number of agreements relating to the
purchase of certain equipment from TPC by Dana.  Specifically,
Dana agreed to purchase from TPC two 2,500-ton presses and two
1,000-ton presses and certain related equipment for more than
$10,000,000 in the aggregate, to be paid through a series of
quarterly payments to be made through July 2006.  The Equipment
is to be used by Dana's Structures Division in the manufacture of
frames for light trucks and automobiles.

TPC was to procure the Equipment, which was manufactured in
China, and ship the Equipment to the Debtors' facility in
Hopkinsville, Kentucky, where TPC was to install the Equipment
and perform certain related services.

Shipping charges were to be paid for by TPC as part of the
Purchase Price and were not a separate charge to be added to the
Purchase Price, Ms. Ball says.

TPC arranged for the shipment of the Equipment in several stages
on different vessels that were to arrive in New Orleans,
Louisiana, in late 2005.  Because of Hurricane Katrina, the
vessels were diverted to a port in Houston, Texas.

According to Ms. Ball, TPC worked to have the Equipment delivered
to the Debtors' facility in a timely manner under the terms of
the Equipment Purchase Agreements.  In light of the enormous size
of the Equipment, however, the additional mileage traveled from
Houston, Texas to Hopkinsville, Kentucky caused TPC to incur an
additional $289,786 in shipping charges over and above what had
been anticipated by the parties when the Agreements were entered
into.

The parties disputed on whether there was an agreement who would
pay for the Increased Shipping Charge and, if not, who would pay
for it in the absence of an agreement.

TPC has alleged that the Debtors agreed verbally and in writing
to pay TPC for the Increased Shipping Charges if it worked to
ensure timely delivery of the Equipment to the Debtors.

The Debtors disputed TPC's allegations.

In late April and early May 2006, TPC and the Debtors negotiated
a resolution of a number of disputes between them relating to:

   (a) whether TPC would receive more than $3,800,000, in unpaid
       installments of the Purchase Price that remained unpaid as
       of March 3, 2006; and

   (b) the services that TPC would be required to perform under
       the terms of the Equipment Purchase Agreements on a
       postpetition basis, including relating to the installation
       of the presses.

To memorialize their resolution, the parties entered into a
letter agreement dated May 5, 2006, whereby the Debtors agreed,
among other things, to pay TPC on a provisional basis certain
amounts of the TPC Claim.

TPC and the Debtors also agreed to resolve their dispute over the
Increased Shipping Charge by entering into a separate settlement
agreement.  The Settlement Agreement provides that:

   (1) The Debtors will pay $200,000 to TPC in respect of the
       Increased Shipping Charge dispute;

   (2) The Payment will be non-disgorgeable even if it is later
       determined that TPC did not have a valid security
       interest, securing the amount of the shipping charges, or
       that any security interest was subject to avoidance under
       Sections 544 through 550 of the Bankruptcy Code; and

   (3) The Debtors and TPC will release one another from any
       claims or causes of action relating only to the Increased
       Shipping Charge dispute.  The parties retain their claims
       and causes of action unrelated to the Increased Shipping
       Charge dispute.

                      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).


DELTA AIR: Says Fee Examiner is Inappropriate and Unnecessary
-------------------------------------------------------------
As reported in the Troubled Company Reporter on Apr. 26, 2006,
Diana G. Adams, acting U.S. Trustee for Region 2, asked the U.S.
Bankruptcy Court for the Southern District of New York to order
the appointment of an examiner who will investigate the
utilization of professional services in Delta Air Lines, Inc., and
its debtor-affiliates' chapter 11 cases, pursuant to Section
1104(c)(2) of the Bankruptcy Code.

The Debtors assert that the U.S. Trustee is seeking to impose a
"de facto trustee" and her request should be denied.

The U.S. Trustee has requested, under Section 1104 of the
Bankruptcy Code, for an appointment of a fee examiner to permit
"management of the professional services in advance of
performance to promote a proactive effort to manage choices
during the course of the case."

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
notes that the Debtors' Chapter 11 case have been underway for
more than nine months, preceded by a restructuring that commenced
in early 2004.

In that time period, the Debtors have made enormous progress and
at this point no entity, let alone a stranger to the Debtors'
Chapter 11 cases, could possibly hope to act prospectively and
manage choices here, Mr. Huebner asserts.

Mr. Huebner maintains that the U.S. Trustee's request, at this
stage in the Debtors' cases, is particularly inappropriate
because in the Fall of 2005, Delta Air Lines, Inc., and the
Official Committee of Unsecured Creditors proactively approached
the Office of the U.S. Trustee seeking to establish a protocol
and have a professional retained to assist with fees.

The U.S. Trustee asked the Debtors and the Creditors Committee to
forebear, and then waited almost six months to file the Fee
Examiner Motion, Mr. Huebner says.  Delta was given no advance
opportunity to comment on pre-filing to try to reach a
resolution.

Mr. Huebner adds that a fee examiner appointed under Section 1104
is wholly unnecessary in the Debtors' cases.  The U.S. Trustee
sets forth only two facts in support of its request for a fee
examiner:

  (i) the Court has approved the retention of 22 professionals in
      the Debtors' cases; and

(ii) the professionals have sought approximately $43,000,000 in
      fees and expenses for services rendered through January 31,
      2006.

Mr. Huebner, however, points out that the Delta case is the 10th
biggest Chapter 11 case in U.S. history.  For a case of this
size, the number of its retained professionals is quite low, even
with all the professionals the two Section 1114 committees have
retained and seek to retain.

Mr. Huebner notes that most mega cases have significantly more
professionals than the Delta case:

                              Assets             No. of
       Mega Case          (in Billions)      Professionals
       ---------          -------------      -------------
       Adelphia               $21.5                 70
       Mirant                  19.4                 64
       UAL                     25.2                 47
       Global Crossing         25.2                 43
       PG&E                    29.9                 41
       Delphi                  16.6                 36
       Delta                   21.8                 27
       Northwest               14.4                 21
       Refco                   33.3                 20
       Calpine                 26.1                 19

Similarly, the aggregate amount of fees incurred is not
extraordinary, given the size, complexity and nature of the
Debtors' Chapter 11 cases, Mr. Huebner notes.

The Debtors believe they were well organized for their Chapter 11
proceedings, and intentionally and simultaneously addressed many
important restructuring tasks early in their cases.  As a
necessary corollary, fees, particularly special counsel fees,
have been concentrated in the early part of the case.  Much more
importantly, the savings associated with those fees have been
orders of magnitude greater, Mr. Huebner asserts.

By way of example, Delta, according to Mr. Huebner, entered into
term sheets or other agreements providing for over 90% of its
target mainline aircraft savings in the first 4-1/2 months of
these cases.  It took other carriers years to do this.  These
savings account for about $400,000,000 per year, or $33,000,000
per month, an amount nearly equal to the aggregate fees for all
retained professionals in the entire first fee application
period.

Moreover, as these tasks are completed, the reliance on special
counsel, and the amount of fees incurred, will decrease.  For
this reason, aggregate monthly fees have decreased every month
since January, and are down a remarkable 39% since then,
Mr. Huebner points out.

The U.S. Trustee's request is breathtakingly overbroad and seeks
to imbue a seemingly innocuous fee examiner with powers
statutorily reserved to the debtor alone, like the power to
manage professional and proactively make choices about managing
the Debtors' estates, Mr. Huebner further argues.  The six-page
request also seeks to grant to the fee examiner the quasi-
judicial powers of a special master with respect to fee
application disputes.

The U.S. Trustee's request is completely bereft of any
allegation, no less proof, of any grounds necessary to justify
the extraordinary appointment of a trustee, and special masters
are specifically prohibited in bankruptcy cases by the Federal
Rules of Bankruptcy Procedure, Mr. Huebner adds.

Moreover, Section 1104 of the Bankruptcy Code does not permit the
appointment of an examiner, absent a proposed investigation of
the debtor, Mr. Huebner asserts.  The U.S. Trustee cites no
precedent for its novel contention that the Bankruptcy Code
mandates the appointment of an examiner under the circumstances,
or that Section 1104 even permits the appointment of a fee
examiner.

Mr. Huebner also notes that the U.S. Trustee has in prior cases
expressly argued against the propriety of an appointment of a fee
examiner.  In Matter of Continental Airlines, Inc., 138 B.R. 439
(Bankr. D. Del. 1992), the U.S. Trustee contended that the order
appointing a fee examiner under Section 1104 was inconsistent
with various requirements of Sections 1104(b) and 1104(c).

The Official Committee of Unsecured Creditors echoes the Debtors'
sentiments that the U.S. Trustee's request is wholly without
precedent, impermissible under the Bankruptcy Code and Bankruptcy
Rules, and will not accomplish the goal of reducing fees and
expenses in these cases, but, rather add to them.

Representing the Creditors Committee, David H. Botter, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York, asserts that the
appointment of an examiner will produce the very result the U.S.
Trustee seeks to avoid -- an increase in professional fees and
expenses.

Not only will the fee examiner receive compensation for its
services, but for those of its counsel and financial advisors, as
well.  Given the far-reaching mandate the U.S. Trustee seeks for
its fee examiner, the fee examiner and its professionals will
likely seek to get "up to speed" on what has occurred during the
almost nine months of these proceedings.  "It is not difficult to
predict that this exercise will be very costly for these estates
and their unsecured creditors," Mr. Botter asserts.

In addition to this added layer of administrative expense, as the
appointment of a fee examiner will not relieve the Committee and
the Debtors of their independent obligation to review fee
applications and, if appropriate, object to the fees, each of the
Committee and the Debtors must still incur substantial fees
reviewing the myriad and voluminous fee applications filed in
these cases.

             Fee Committee Instead of Fee Examiner

The Creditors Committee and the Debtors believe that the U.S.
Trustee's request is poorly tailored to achieve its presumed
goals the minimization of unreasonable and unnecessary
professional fees in the Debtors' cases.  To minimize expense and
maximize recoveries, they propose the appointment of a fee
committee.

Pursuant to a protocol negotiated by the Debtors and the
Creditors Committee, the Fee Committee will consist of business
representatives of the Debtors, the Creditors Committee, and the
U.S. Trustee.  Members of the Fee Committee will receive no
compensation from the estate for the services they perform,
although they are entitled to reimbursement of their reasonable
out-of-pocket expenses.

The Fee Committee will review fee applications, and interface
directly with retained professionals to resolve issues with
respect to such fee applications.

Only if the parties cannot resolve their differences will a
dispute be brought to Court, thus dramatically reducing the
number of fee disputes requiring judicial intervention,
Mr. Botter relates.

In the event of a fee dispute, the Debtors will not pay any
disputed amounts until the matter is resolved.  As a result, the
Protocol and the Fee Committee represent a far better and more
efficient dynamic than the fee examiner, with the added virtue of
actually being permissible under the Bankruptcy Code and
Bankruptcy Rules, Mr. Botter asserts.

The Creditors Committee and the Debtors note that every
significant recent Chapter 11 case in the Southern District of
New York, including Enron Corp., WorldCom, Global Crossing,
Adelphia, and Delphi, as well as most mega cases from other
districts, like UAL, US Airways, Kmart and Mirant, have had a fee
committee.

The Protocol proposed in Delta's cases is substantially similar
to the protocols adopted in Global Crossing, Adelphia and Delphi.

Mr. Botter also asserts that the members of the Fee Committee
will have a distinct advantage over a Fee Examiner in that the
members know the history of the Debtors' cases and will be able
to apply their institutional knowledge to their review of the fee
applications and the services performed by the retained
professionals.

                         About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


DELTA AIR: Court Approves Chicago Set-Off Deal
----------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the stipulation entered into by Delta Air Lines, Inc.,
and the City of Chicago, owner and operator of Chicago-O'Hare
International Airport and Chicago Midway Airport

Under the stipulation, the parties agree to the modification of
the automatic stay for the sole and limited purpose of permitting
Chicago pursuant to Section 553 to set off:

   (i) $679,521 of the ORD Credit in complete and final
       satisfaction of each the ORD Prepetition Debt and the
       Fuel Tax Prepetition Debt, and

  (ii) $106,668 of the MDW Credit in complete and final
       satisfaction of the MDW Prepetition Debt.

Chicago will pay immediately in cash by wire transfer to the
Debtors the $2,000,534 unapplied portion of the ORD Credit; and
the $80,531 unapplied portion of the MDW Credit in each case,
without counter-claim, set-off, recoupment, deduction or
withholding.

                       ORD Agreement

Delta and the Chicago are parties to:

   (i) a Chicago O'Hare International Airport Amended and
       Restated Airport Use Agreement and Terminal Facilities
       Lease, dated January 1, 1985; and

  (ii) a Chicago Midway Airport Amended and Restated Airport Use
       Agreement and Terminal Facilities Lease, effective as of
       March 1, 2000.

As of Sept. 14, 2005, Delta owed Chicago:

   (1) $661,023 comprised of rents, fees and other charges
       arising under the ORD Agreement,

   (2) $106,668 comprised of rents, fees and other charges
       arising under the MDW Agreement, and

   (3) $18,499 comprised of fuel taxes arising under the
       Agreements relating to Delta's operations at ORD and MDW
       through June 2005.

Pursuant to the ORD Agreement, Chicago owes Delta $2,680,055
aggregate credit for overpayments made by Delta in 2002 and 2003
at ORD.  Pursuant to the MDW Agreement, Chicago owes Delta
$187,199 aggregate credit for overpayments made by Delta in 2004
at MDW.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


DOBSON COMMS: Posts $10.8 Million Net Loss for First Quarter 2006
-----------------------------------------------------------------
Dobson Communications Corp. reported a $10,897,520 net loss out of
a $287,599,027 total operating revenue for the quarter ended
March 31, 2006.

Dobson's balance sheet at March 31, 2006 showed total assets of
$3,339,211,230 and total liabilities of $3,170,068,483, resulting
in a $169,142,747 total stockholders' equity.  

The Company's balance sheet also showed $327,406,850 in total
current assets and $242,129,583 in total current liabilities.

A full-text copy of Dobson's quarterly report is available for
free at http://researcharchives.com/t/s?b02

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

                            *   *   *

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

  Dobson Communications Corp.:

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

  Dobson Cellular Systems Inc.:

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

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


DOMINICK PEBURN: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Dominick T. Peburn
        dba Dominick Peburn Construction Co.
        dba Dominick Peburn Contracting Co.
        142 Stilson Hill Road
        New Milford, Connecticut 06776

Bankruptcy Case No.: 06-30835

Type of Business: The Debtor is a real estate developer, project
                  contractor, and home builder.

                  The Debtor previously filed for chapter 11
                  protection on March 8, 2006 (Bankr. D. Conn.
                  Case No. 06-30265).

Chapter 11 Petition Date: June 7, 2006

Court: District of Connecticut (New Haven)

Judge: Albert S. Dabrowski

Debtor's Counsel: Peter L. Ressler, Esq.
                  Groob Ressler & Mulqueen, P.C.
                  123 York Street, Suite 1B
                  New Haven, Connecticut 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206

Total Assets: $4,392,400

Total Debts:  $2,252,395

Debtor's 12 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Peter Joseph                            $880,000
67 Mason Street
Greenwich, CT 06831

William Granata                         $385,000
5 Heritage Drive
New Milford, CT 06776

Anthony Fraulo                          $250,000
1234 Summer Stjreet
Stamford, CT 06901

Lyle Bross                              $157,000

Yongsuk Soe                             $130,000

Louise Bromberger                        $78,750

Eastern Equipment                        $75,000

Samuel Bromberger                        $63,000

Elmo Aiudi                               $43,000

Ambrose Healey                           $40,000

Susan Cosbett                            $33,000

David Hubband                            $26,000

Nunzeo Carrozza                          $23,000

Goldman, Gruder, & Woods, LLC            $16,000

Henry Bromberger                         $15,570

David Grossman                           $12,000

LRC Engineering & Survey                 $10,000

Lou Shepiro                               $5,000

HZH Association LLC                       $3,700

Lawrence Andrea                           $3,500


EASY GARDENER: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Easy Gardener Products, Ltd., and its debtor-affiliates delivered
to the U.S. Bankruptcy Court for the District of Delaware their
schedules of assets and liabilities, disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property
  B. Personal Property           $37,750,784
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                 $39,285,780
  E. Creditors Holding
     Unsecured Priority Claims                         $277,556
  F. Creditors Holding                              $89,015,616
     Unsecured Nonpriority
     Claims
                                 -----------       ------------
     Total                       $37,750,784       $128,578,952

Weatherly Consumer Products, Inc., disclosed zero assets and
$39,285,780 in liabilities.

Three debtor-affiliates reported liabilities at $39,285,780 with
assets at an unknown value:

    * Weatherly Consumer Products Group, Inc.;
    * EG Product Management, LLC; and
    * NBU Group, LLC,

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


EASY GARDENER: Committee Hires Young Conaway as Bankruptcy Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases of Easy Gardener Products, Ltd., and its debtor-
affiliates obtained authority from the U.S. Bankruptcy Court for
the District of Delaware to hire Young Conaway Stargatt & Taylor,
LLP, as its bankruptcy counsel.

As reported in the Troubled Company Reporter on May 23, 2006,
Young Conaway responsibilities will include:

   (a) assisting and advising the Committee in its consultation
       with the Debtors and the United States Trustee relative to
       the administration of the Debtors' chapter 11 cases;

   (b) reviewing, analyzing and responding to pleadings filed with
       the Court by the Debtors and other parties and
       participating in hearing in those pleadings;

   (c) assisting and advising the Committee in its examination and
       analysis of the conduct of the Debtors' affairs and
       financial condition;

   (d) assisting the Committee in the review, analysis and
       negotiation of the disclosure statement and accompanying
       plans of reorganizations and any asset distribution
       proposal or sale pleadings that may be filed;

   (e) taking all necessary action to protect the rights and
       interests of the Committee, including, but not limited to:

         (i) possible prosecution of actions on its behalf;

        (ii) if appropriate, negotiations concerning all
             litigations in which the Debtors are involved;

       (iii) if appropriate, review and analysis of claims filed
             against the Debtors' estates;

   (f) representing the Committee in connection with the exercise
       of its powers and duties under the Bankruptcy code and in
       connection with the Debtors' chapter 11 cases;

   (g) preparing on behalf of the Committee all necessary motions,
       applications, answers, orders, reports and papers in
       support of positions taken by the Committee;

   (h) assisting the Committee in the review, analysis and
       negotiation of any financing arrangements; and

   (i) performing all other necessary legal services in connection
       with the Debtors' chapter 11 cases.

M. Blake Cleary, Esq., a partner at the firm, discloses to the
Court that he charges $425 per hour for his services.   He added
that other lawyers serving in the Debtors' cases charge these
rates.

         Joel A. Waite                     $500
         Edward J. Kosmowski               $365
         Sanjay Bhatnagar                  $215
         Melissa Bertsh                    $115

Mr. Cleary assures the Court that his firm and its professionals
do not hold material interest adverse to the Debtors' estates and
are "disinterested" as that term is defined in Section 101(14) of
the Bankruptcy Code.

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


EDS CORP: Completes Purchase of MphasiS Majority Stake for $380MM
-----------------------------------------------------------------
EDS Corp. succeeded in its efforts to acquire a majority stake
of MphasiS BFL Limited, a leading applications and business
process outsourcing services company based in Bangalore, India.

More than the required 83 million shares of MphasiS have
been tendered in response to EDS' conditional open offer of
INR204.5 per share (approximately $4.50), which closed on
June 5.  

As reported in the Troubled Company Reporter on April 4, 2006,
total consideration for the transaction that gives EDS a
majority stake in MphasiS is approximately $380 million cash.  
The transaction is expected to be completed by the end of June,
subject to administrative settlement procedures.

"The acquisition will not only bolster our current offshore
delivery capabilities in priority growth areas, but will also
allow EDS to deliver a stronger value proposition to better align
with clients' changing needs," Mike Jordan, EDS chairman and
chief executive officer, said.  "The acquisition also gives us
access to a world-class management team, a global talent pool
and marquee clients."

"We look forward to EDS' majority ownership of MphasiS and the
expanded opportunities EDS brings to MphasiS' employees and
clients through its global footprint," Jerry Rao, chairman and
CEO of MphasiS, said.  "For MphasiS, this means being able to
offer our clients infrastructure outsourcing services in addition
to our current application services and BPO offerings."

The purchase, one of the largest in the Indian IT services sector,
gives EDS access to 11,000 India-based employees skilled in
advanced applications development, emerging technologies, BPO/CRM
services, and an applications development and business process
services-focused sales channel.

"This acquisition is about leveraging MphasiS' management
knowledge and technical capabilities," EDS Chief Operating
Officer Ron Rittenmeyer said.  "MphasiS will enable us to
accelerate our growth in applications development and more
rapidly add scale in business process and CRM services."

Based on MphasiS' most recent annual results for the fiscal
year ended March 31, 2006, it reported annual revenue of
INR9,401 million (approximately $210 million) and net profit
of INR1,498.6 million (approximately $33 million).  MphasiS is
one of the fastest growing offshore providers of IT and business
process services.  The company's blend of industry knowledge,
technology expertise and client relationships, particularly in
financial services, has enabled it to quadruple in revenue over
the past five years.

MphasiS will continue to operate with its current management team
and company name following completion of the transaction.  Jerry
Rao will continue in his current capacity as CEO of MphasiS.  
Jeroen Tas will continue in his current capacity as vice chairman
of MphasiS.  EDS will appoint a majority of the MphasiS board of
directors and is evaluating the consolidation of its existing
India operations with the MphasiS operations.

This transaction supports EDS' Global Best ShoreSM delivery
strategy, which provides a full range of high-quality, cost-
competitive services from designated onshore, near-shore and
offshore locations.  EDS has approximately 16,000 employees in
27 Best Shore countries, with more than 3,000 in India.  With
the addition of MphasiS and current expansion plans, EDS' total
India work force is projected to exceed 20,000 employees by year
end.

                          About MphasiS

Headquartered in Bangalore, India, MphasiS BFL Limited --
http://www.mphasis.com/-- a leading applications and business  
process outsourcing services company currently has 12,000
employees, including 11,000 in India.  MphasiS serves clients in
multiple industries, including financial services, transportation,
technology and healthcare, and is particularly strong in the
retail-banking sector serving the world's top five banks.

                           About EDS Corp

Headquartered in Plano, Texas, EDS Corp. -- http://www.eds.com/--  
is a global technology services company delivering business
solutions to its clients.  EDS founded the information technology
outsourcing industry more than 40 years ago.  EDS delivers a broad
portfolio of information technology and business process
outsourcing services to clients in the manufacturing, financial
services, healthcare, communications, energy, transportation, and
consumer and retail industries and to governments around the
world.

                       *     *     *

EDS Corp.'s 7-1/8% Notes due 2009 carry Moody's Investors
Service's Ba1 rating.


EUGENE SCIENCE: March 31 Balance Sheet Upside Down by $11.3 Mil.
----------------------------------------------------------------
Eugene Science, Inc., fka Ezomm Enterprises, 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 $1,198,494 net loss on $122,443 of revenues
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $11,696,088
in total assets and $23,073,055 in total liabilities, resulting in
a $11,376,967 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $1,571,491 in total current assets available to pay
$20,952,649 in total current liabilities coming due within the
next 12 months.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?aeb

                        Going Concern Doubt

As reported in Troubled Company Reporter on May 18, 2006, SF
Partnership, LLP, Chartered Accountants, in Toronto, Canada,
raised substantial doubt about Eugene Science, Inc., fka Ezomm
Enterprises, 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 working capital, and operation in a
country whose economy is currently unstable -- South Korea.

                       About Eugene Science

Based in Kyonggi Do, South Korea, Eugene Science, Inc., fka Ezomm
Enterprises, Inc. (OTCBB: EUSI) is a global biotechnology company
that develops, manufactures and markets nutraceuticals, or
functional foods that offer health-promoting advantages beyond
that of nutrition. Plant sterols are the Company's primary
products, which include CZTM Series of food additives and
CholZeroTM branded beverages and capsules. In June 2005, the
Company received regulatory approval for certain health claims
associated with the Company's products from government agencies in
the Republic of Korea.


FAIRCHILD SEMICONDUCTOR: S&P Rates New $500MM Facilities at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
South Portland, Maine-based Fairchild Semiconductor Corp.'s
proposed new senior secured credit facilities, the same as the
corporate credit rating.  The recovery rating is '2', indicating
expectations for substantial (80%-100%) recovery of principal in
the event of a payment default.

The facilities are composed of:

   * a $400 million term loan expiring in 2013; and
   * a $100 million revolving credit agreement expiring in 2012.

The new senior secured credit facilities replace the company's
former senior secured credit facilities.

"At the same time, we affirmed our corporate credit rating and
subordinated debt ratings on the company; the ratings outlook is
stable," said Standard & Poor's credit analyst Bruce Hyman.

The ratings reflect Fairchild's acquisitive business practices in
a highly competitive, volatile market, offsetting the company's
good position in manufacturing medium-technology semiconductors
and a moderate degree of diversity.

Fairchild makes a wide range of logic, power analog, power
discrete, and certain nonpower semiconductor solutions for
computer, communications, and industrial markets.  Fairchild had
debt of $707 million at March 31, 2006, including capitalized
operating leases.

Power-management chips now are nearly 80% of total sales,
recognizing growing demand in consumer electronics markets such as
DVD players, televisions, and set-top boxes.  Still, equivalents
to most of Fairchild's products are available from several
competitors.  Fairchild has indicated its willingness to continue
to make large acquisitions using debt or equity to support its
growth targets.

Potential balance-sheet pressures, as well as the management
challenges that acquisitions could introduce, provide a cap on
ratings.  Fairchild Semiconductor Corp. is a wholly owned
subsidiary of Fairchild Semiconductor International Inc.


FEDERAL-MOGUL: Plans to Close Malden Facility by Year-End
---------------------------------------------------------
Federal-Mogul Corp. will close its pistons manufacturing facility
in Malden, Missouri, the company disclosed in a regulatory filing
with the Securities and Exchange Commission.

Federal-Mogul said it announced its decision in February 2006.  
The company, however, did not indicate when the plant will be shut
down.

According to topix.net, the Malden plant will be closed by the end
of the year.

The Malden facility makes pistons for Jasper Engines and
Transmissions, Dana Corp., Mercury, J.I. Case Corporation, Wabco,
Richland, Herschel Adams, Briggs and Stratton, Ford, among
others, according to Federal-Mogul's Web site.  The unit was
acquired from Sterling Aluminum Products Corporation in 1965.

About 300 jobs will be affected by the closure, kfvs12.com says.

Federal-Mogul plans to move its piston operations to an un-named
overseas manufacturing location, according to a letter sent to
members of the Automotive Engine Rebuilders Association board.

Federal-Mogul said as a result of the closure, the value
associated with buildings and production equipment at the Malden
facility has been reduced by approximately $7,100,000 to "reflect
estimated realizable values."

Federal-Mogul unveiled in January 2006 a three-year restructuring
plan to improve corporate performance and expand in key growth
markets.  The company said the restructuring could affect about
25 facilities and reduce its workforce by approximately 10% by
December 2008.

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


FEDERAL-MOGUL: Insurers Object to Kenesis as Insurance Consultant
-----------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, asks Judge
Judith K. Fitzgerald to adjourn or continue the hearing to
consider the application of Federal-Mogul Corporation and its
debtor-affiliates to employ The Kenesis Group LLC.

As reported in the Troubled Company Reporter on May 25, 2006, The
Debtors currently -- and wish to continue -- using Kenesis'
services.  Hence, they seek the Court's permission pursuant to
Section 327(a) to employ the firm as their insurance consultants
effective May 8, 2006.

As previously reported, the U.S. Trustee entered into a global
settlement agreement with Kenesis with respect three bankruptcy
cases in Region 3.  The settlement agreement, among others,
provides for Kenesis' payment of sums to these three bankruptcy
estates:

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

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

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

The U.S. Trustee withdrew, without prejudice, a request for
approval of the settlement in ACandS' case, but subsequently
refiled the motion in the U.S. District Court in these appellate
cases:

   1. ACandS, Inc., Appellant v. Travelers Casualty & Surety
      Co., Appellee, Case No. 03-894 (JJF); and

   2. ACandS, Inc., and The Kenesis Group, Appellants v. Kelly
      Beaudin Stapleton, U.S. Trustee and Travelers Casualty &
      Surety Co., Appellees, Case No. 03-895 (JJF).

The District Court has not set the hearing on the requests.  The
Settlement Motions in Federal-Mogul's and Burns' cases remain
pending.

Until all the pending Settlement Motions have been heard, granted
and non-appealable orders have been entered with respect to those
pending motions, the U.S. Trustee ask the Court to refrain from
considering the Debtors' Application.

                          Insurers Object

Certain insurance companies assert that Kenesis is not a
"disinterested person" and, thus, does not meet the requirements
of employment in Section 327(a) of the Bankruptcy Code.

1. Mt. McKinley and Everest

Kenesis is not disinterested because of its relationship with
certain law firms, its repeated improper conduct in other
bankruptcy cases in the Third Circuit and the Debtors' ripe
disgorgement claim against it, Sean J. Bellew, Esq., at Cozen
O'Connor, argues on behalf of Mt. McKinley Insurance Company and
Everest Reinsurance Co.

Mr. Bellew notes that Kenesis was formed in 2002 by the Debtors'
special insurance counsel, Gilbert Heintz & Randolph LLP.  GHR
transferred its ownership interest in Kenesis to Jonathan R.
Terrell in June 2004.

Mt. McKinley and Everest also believe that, despite the Debtors'
protests to the contrary, the services that Kenesis has provided,
and seeks to continue to provide, are "professional" in nature.

Kenesis, Mr. Bellew insists, may hold or represent an interest
adverse to the estate in contravention to Section 327(a)'s
requirements.

Accordingly, Mt. McKinley and Everest ask the Court to deny the
Employment Application.

The Travelers Indemnity Company and certain affiliates, and
Travelers Casualty and Surety Company, support Mt. McKinley and
Everest's objection.

2. ACE Insurers

The ACE Insurers also ask the Court to deny the Application.  
Among others, the ACE Insurers complain that:

   * the Kenesis Application is filed several years too late;

   * Kenesis will perform, or has already been performing,
     services for the Debtors that are indisputably
     "professional" -- assisting in the development of trust
     distribution procedures that reflect the Debtors' insurance
     assets;

   * Kenesis' president and vice presidents each bill $400 an
     hour or more for their services -- hardly the sort of fees
     that non-professionals are able to charge.

ACE contends that Kenesis may have refused to previously file an
employment application because it does not meet either the
"disinterested  person" or "no adverse interest" prongs of
Section 327(a).  Brian L. Kasprzak, Esq., at Marks, O'Neill,
O'Brien & Courtney, in Wilmington, Delaware, cites four
instances:

   1. Kenesis has performed unspecified "consulting services" on
      behalf of asbestos claimants represented by its former
      owner, GHR;

   2. Kenesis assisted GHR in providing services to the asbestos
      claimants' law firm of Kelley & Ferraro LLP;

   3. The asbestos claimants' law firm of Weitz & Luxenberg was
      GHR's co-counsel when Kenesis undertook, on behalf of GHR,
      an insurance analysis of Robert A. Keasbey Corporation and
      Kentile Floors Incorporated; and

   4. Certain of the individual asbestos claimants whom Kenesis
      has assisted may also hold claims against the Debtors.

"Representing . . . persons asserting asbestos claims against the
Debtors is precisely the type of conflict that prohibits Kenesis
from representing Debtors pursuant to [Section] 327(a)," Mr.
Kasprzak says.

Mr. Kasprzak also tells the Court that there is a strong reason
for the ACE Insurers to doubt the thoroughness of Kenesis'
disclosures.  In In re Congoleum Corp., et al., Case No. 03-51524
(KCF), GHR's successor counsel produced a series of retention
letters that GHR failed to disclose.  The retention letters
demonstrate that GHR was also retained in the Keasbey matter.  
This, Mr. Kasprzak says, could lead to a conclusion that some of
the asbestos claimants Kenesis assisted in that matter are
asserting claims against the Debtors.

In the alternative, the ACE Insurers ask the Court to defer
action on the Application until discovery is taken to uncover
facts relating to whether Kenesis is, in fact, disinterested and
does not hold or represent an interest adverse to the estates.

3. Columbia Casualty Co., Continental Casualty Co. & The
   Continental Insurance Co.

Columbia Casualty Company, Continental Casualty Company and The
Continental Insurance Company, in its individual capacity as well
as the successor to certain interests of Harbor Insurance
Company, also object to the employment application.

The Columbia Entities incorporate the arguments raised by Mt.
McKinley and the ACE Insurers.  The Columbia Entities reserve the
right to join in arguments raised by other parties in response to
the Application.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some
$6 billion.  The Company filed for chapter 11 protection on
Oct. 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan
Esq., James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley
Austin Brown & Wood, and Laura Davis Jones Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $10.15 billion
in assets and $8.86 billion in liabilities.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath &
Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq.,
and Eric M. Sutty, Esq., at The Bayard Firm represent the Official
Committee of Unsecured Creditors.  (Federal-Mogul Bankruptcy News,
Issue No. 109; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FLEMING COS: Expects to Allot $73MM to General Unsecured Claims
---------------------------------------------------------------
The Post-Confirmation Trust of Fleming Companies, Inc. filed, on
June 8, 2006, its Second Status Report with the Bankruptcy Court
for the District of Delaware, intended to advise the Court of its
financial situation as well as its progress towards completing its
obligations under the Fleming Companies' confirmed Plan of
Reorganization.  The PCT further filed an updated Balance Sheet as
part of its regular reporting to the office of the United States
Trustee.

The PCT Balance Sheet reflects approximately $73 million of net
equity.  The assumptions the PCT used in preparing the Balance
Sheet are described in the Second Status Report and its related
documents.  In the Second Status Report, the PCT advised that it
expects to ultimately distribute at least $73 million in cash to
the holders of general unsecured claims.

The PCT also advised the Court in the Second Status Report that it
expects the aggregate pool of unsecured claims to total
approximately $2.3 billion.  The PCT reports that it has already
allowed roughly $2.21 billion of unsecured claims.  Based upon
current estimates, the PCT anticipates that those claimholders who
have already received a distribution of Core-Mark stock, as called
for in the Debtors' plan of reorganization, will receive an
additional stock distribution once all unsecured claims are
resolved.

The approximately $73 million of net equity, the expectations
regarding future cash distributions and the approximately
$2.3 billion expected pool of unsecured claims were calculated
by the PCT using a number of assumptions and projections more
fully described in the Second Status Report.  It is possible that
results may vary materially from the PCT's current expectations
due to uncertainties and other unexpected events.  All investors
are encouraged to read the Second Status Report in full for a
description of the assumptions and the risks and uncertainties
associated with them.

The Second Status Report and the Balance Sheet can be obtained
from BMC Group, the PCT's noticing agent.

A full-text copy of the Company's First Quarter Post Confirmation
Quarterly Summary Report is available for free at:

               http://ResearchArchives.com/t/s?b1b

A full-text copy of the Company's Second Status Report is
available for free at:

               http://ResearchArchives.com/t/s?b19

                       About Fleming Cos.

Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
http://www.fleming.com/-- was the largest multi-tier distributor
of consumer package goods in the United States.  The Company filed
for chapter 11 protection on April 1, 2003 (Bankr. Del. Case No.
03-10945).  Judge Walrath confirmed Fleming's Third Amended Plan
on July 26, 2004, under which Core-Mark Holding Company, Inc.,
emerged as a rehabilitated company owned by Fleming's unsecured
creditors on August 23, 2004.  Richard L. Wynne, Esq., Bennett L.
Spiegel, Esq., Shirley Cho, Esq., and Marjon Ghasemi, Esq., at
Kirkland & Ellis, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $4,220,500,000 in assets and $3,547,900,000
in liabilities.


GLASS GROUP: Unsec. Creditors to Recover at Most 36.66% of Claims
-----------------------------------------------------------------
The Glass Group, Inc., filed its Amended Liquidating Plan of
Reorganization and an accompanying Amended Disclosure Statement
with the U.S. Bankruptcy Court for the District of Delaware.

The Plan provides for the liquidation and distribution of all of
the Debtor's assets.  The Debtors sold substantially all of its
assets to Kimble Glass Inc. for $20 million.  As of the plan
effective date, the Debtor projects that it will have $7 million
cash on hand for distribution.  The Plan Administrator may also
pursue litigation claims and avoidance actions.  

The Debtor transferred in excess of $16,195,845 to creditors
within the 90 days prior to the Debtor's bankruptcy filing.  

These classes of claims will be paid in full:

   * administrative claims;
   * secured claims;
   * priority claims.

In full satisfaction of its secured claim and other claims, MAP V
LLC will get:

   (a) land consisting of approximately 30.45 acres in Hamilton
       Township, Atlantic County, New Jersey;

   (b) a warehouse and surrounding land in 1401 Wheaton Avenue,
       Millville, New Jersey;

   (c) a mold sop and the surrounding land in 1401 Wheaton Avenue,
       Millville, New Jersey;

   (d) all leases or other agreements and security deposits from
       those properties.

Under a settlement agreement between MAP and the Debtor, MAP will
also contribute around $2 million for distribution to the other
creditors.  

Holders of general unsecured claims will be paid their pro rata
share of assets to be held by the plan administrator.  The Debtor
estimate that that general unsecured creditors will recover 36.66%
of their claims.  Under the Debtor's liquidation analysis, general
unsecured creditors will get 15.76% of their claims under a
liquidation scenario.  

Holders of equity interests will get nothing.   

A copy of the Amended Disclosure Statement is available for a fee
at http://www.researcharchives.com/bin/download?id=060608055806

Headquartered in Millville, New Jersey, The Glass Group, Inc.
-- http://www.theglassgroup.com/-- manufactures molded glass        
container and specialty products with plants in New Jersey and
Missouri.  Its products include cosmetic bottles, pharmaceutical
vials, specialty jars, and coated containers.  The Company filed
for chapter 11 protection on Feb. 28, 2005 (Bankr. D. Del. Case
No. 05-10532).  Derek C. Abbott, Esq., at Morris, Nichols, Arsht &  
Tunnell represents the Debtor in its restructuring efforts.  
Jeffrey R. Waxman, Esq., and Mark E. Felger, Esq., at Cozen
O'Connor represent the Official Commitee of Unsecured Creditors.  
When the Debtor filed for protection from its creditors, it
estimated assets and debts of $50 million to $100 million.


HAPPY KIDS: Asks Court to Dismiss Chapter 11 Cases
--------------------------------------------------
Happy Kids Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to dismiss their
chapter 11 cases.

Sheldon I. Hirshon, Esq., at Proskauer Rose LLP, tells the Court
that after paying the proceeds from the sale of substantially all
of their assets to The CIT Group/Commercial Services, Inc., there
will not be enough funds or assets available to pay Deutsche Bank
Trust Company Americas' prepetition claim.

Mr. Hirshon gives the Court three reasons why the chapter 11 cases
should be dismissed:

   a) the Debtors have sold substantially all of their assets;

   b) the Debtors failed to effectuate a chapter 11 plan;

   c) the Debtors are unable to pay allowed administrative claims
      in full or make any distributions to any prepetition
      creditors or equity holders.

The Debtors also seek the Court's dismissal order to include
terminating Donlin Recano & Company, Inc.'s retention as the their
claims agent as well as disbanding the Official Committee of
Unsecured Creditors.

The Court will convene a hearing on July 13, 2006 at 10:00 a.m.,
to consider the Debtors' request.

Headquartered in New York, New York, Happy Kids Inc. and its
affiliates are leading designers and marketers of licensed,
branded and private label garments in the children's apparel
industry.  The Debtors' current portfolio of licenses includes
Izod (TM), Calvin Klein (TM) and And1 (TM).  The Company and its
debtor-affiliates filed for chapter 11 protection on Jan. 3, 2005
(Bankr. S.D.N.Y. Case No. 05-10016).  Sheldon I. Hirshon, Esq., at
Proskauer Rose LLP, represents the Debtors in their restructuring
efforts.  Andrea Fischer, Esq., at Olshan Grundman Frome
Rosenzweig & Wolosky, LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $54,719,000 and total
debts of $82,108,000.


HATTERAS REINSURANCE: Chapter 15 Petition Summary
-------------------------------------------------
Petitioners: Mike Morrison and Charles Thresh
             Foreign Representatives

Debtor: Hatteras Reinsurance Ltd.
        Bermuda

Case No.: 06-11304

Type of Business: The Debtor offers financial and
                  insurance services.

Chapter 15 Petition Date: June 8, 2006

Court: Southern District of New York (Manhattan)

Judge: James M. Peck

Petitioner's Counsel: Kenneth P. Coleman, Esq.
                      Stephen Doody, Esq.
                      Allen & Overy LLP
                      1221 Avenue of Americas
                      New York, New York 10022
                      Tel: (212) 610-6300
                      Fax: (212) 610-6399

Estimated Assets: Unknown

Estimated Debts:  Unknown


HAWKEYE RENEWABLES: S&P Holds Rating Watch on $185 Million Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services held its 'B' rating on Hawkeye
Renewables LLC's $185 million senior secured term loan due 2012
on CreditWatch with positive implications following Hawkeye's
announcement that it will repay the loan with the proceeds of a
new bank loan.

Hawkeye said that it will take on a new $700 million senior
secured credit facility backing Thomas H. Lee's $1 billion
acquisition of an 80% stake in Hawkeye Renewables from investors
led by J.H. Whitney.

"If the transaction is consummated and the outstanding loan is
redeemed, the rating will be withdrawn," said Standard & Poor's
credit analyst Elif Acar.

The new bank debt will not be rated by Standard & Poor's.

If the project were to maintain its existing capital and
organizational structure, the 'B' rating on Hawkeye's existing
$185 million debt would be raised based on:

   * strong first full year of operations;

   * substantial completion of construction of the new 100 million
     gallon per year Fairbank, Iowa, facility; and

   * expected deleveraging provided by the cash sweep mechanism in
     the debt structure and the strong cash flow projections for
     the rest of the year based on partially hedged margins.

Hawkeye Renewables is the project financing for two dry-mill
ethanol plants in Iowa.


HYMAN FREIGHTWAYS: Chapter 11 Professionals Get to Keep Their Fees
------------------------------------------------------------------
Hyman Freightways, Inc.'s chapter 11 restructuring converted to a
chapter 7 liquidation.  Following the conversion, Thomas F.
Miller, the Chapter 7 Trustee, sought refunds of professional fees
paid by the Debtor during the life of the chapter 11 proceeding
from:

    -- Fredrikson & Byron, P.A.,
    -- Kalina, Wills, Gisvold & Clark, P.L.L.P., and
    -- Merical Associates, Inc.

The Professionals, predictably, objected.  The United States
Trustee joined the Chapter 7 Trustee.  None of the Chapter 7
Trustee's pleadings made any allegations of inequitable conduct by
the professionals.  

The Honorable Robert J. Kressel in the United States Bankruptcy
Court for the District of Minnesota has ruled that equity did not
demand the return of professional fees paid some eight years
earlier to entities that served as bankruptcy counsel, special
labor and regulatory counsel, and financial advisor in the short-
lived Chapter 11 case

Judge Kressel's decision is published at 2006 WL 1464398.  

"I acknowledge the existence of a fair amount of case law contrary
to what I am deciding," Judge Kressel writes.  "None of it is
binding on me.  This is a question of statutory interpretation and
a lot of cases, built one upon the other, are of little help in
that interpretation."

During the Chapter 11 case, millions of dollars in administrative
expenses were paid to other entities, but the trustee did not ask
any of those entities to return the payments so that he could
increase the distribution to those with a higher priority, the
court observed.  

Judge Kressel also noted that the professionals in question were
all corporations, partnerships, or other artificial entities, so
that the cost of any refunds would fall on a group of individuals
that was different from the group that benefited from the payments
when they were made.

The Court held that the trustee was not entitled to a refund under
sections 329, 330, 541, 549, or 726 of the Bankruptcy Code.

Hyman Freightways, Inc., filed a petition under Chapter 11 on July
23, 1997 (Bankr. D. Minn. Case No. 97-45174).  In the course of
the debtor's chapter 11 case, it hired Fredrickson & Byron as its
attorneys, Kalina, Wills, Gisvold & Clark as its special labor and
regulatory counsel, and Merical Associates as its financial
advisor.  The case was converted to a case under chapter 7 on
November 12, 1997 and Thomas F. Miller was appointed trustee.  
Matthew R. Burton, Esq., at Leonard, O'Brien, Spencer, Gale &
Sayre, Ltd., represents the Chapter 7 Trustee.


INTELSAT LTD: March 31 Balance Sheet Upside-Down by $290 Million
----------------------------------------------------------------
In its consolidated statements of operations for the three months
ended March 31, 2006, Intelsat Ltd. reported a $90,110,000 net
loss on $280,446,000 of total revenues.   

The Company's balance sheet at March 31, 2006 showed $290,542,000
of total shareholder's deficit, total assets of $5,162,113,000 and
total liabilities of $5,452,655,000.  

The Company's balance sheet also showed $565,012,000 in total
current assets and $342,814,000 total current liabilities.    

A full-text copy of Intelsat's quarterly report is available for
free at http://researcharchives.com/t/s?afe

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

                         *     *     *

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


INTERACTIVE HEALTH: S&P Junks Senior Unsecured Debt's Rating
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on robotic massage chair producer and marketer Interactive
Health LLC to 'B-' from 'B'.  The rating on the senior unsecured
debt was lowered to 'CCC+' from 'B-'.

The ratings have been removed from CreditWatch, where they were
placed with negative implications on April 21, 2006, following
weaker operating performance (unaudited) and downward trends in
credit measures in fiscal 2005.

Additionally, Interactive had announced that it received notice of
a restricted payment default under its senior unsecured notes, and
technical default under its credit agreement, both of which
subsequently were cured.  The outlook is negative.

Total debt outstanding at March 31, 2006, was about $84 million.

"The downgrade reflects Interactive Health's weaker operating
performance and downward trends in credit measures," said Standard
& Poor's credit analyst Alison Sullivan.

Leverage remains high as EBITDA margins continue to decline.  
Standard & Poor's also is concerned about the future business
relationship with a key customer, Brookstone, which has been
acquired by a consortium led by Osim International.

In addition, Standard & Poor's is concerned that Interactive
Health may have difficulty meeting financial covenants that become
more restrictive at June 30, 2006.

The ratings on robotic massage chair producer and marketer
Interactive Health LLC and its wholly owned subsidiary Interactive
Health Finance Corp. reflect:

   * the company's substantial debt levels;
   * narrow product focus;
   * small size;
   * supplier concentration; and
   * the highly discretionary nature of massage chair purchases.


JACOBS ENTERTAINMENT: Moody's Affirms B2 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Jacobs Entertainment, Inc.'s B2
corporate family rating and assigned a B1 to the company's $100
million senior secured bank loan, and a B3 to the company's $210
million senior unsecured notes.  Net proceeds from these offerings
will be used to refinance $148 million of senior secured notes,
fund pending acquisitions, and make a distribution to
shareholders.  The ratings outlook is stable.

The ratings and stable outlook consider JEI's high pro forma
leverage of about 5.5 times, as well as the expectation that some
market share will be lost in Black Hawk, CO as a result of
increased competition once construction at competing properties is
finished.

JEI's Black Hawk, CO casinos currently account for 35% of
consolidated net revenues and 65% of property-level EBITDA.  JEI
has benefited from this construction disruption. Favorable ratings
consideration is given to the company's positive year-to-year
revenue and EBITDA performance.  Additionally, although a
significant portion of JEI's cash is concentrated in Black Hawk,
CO, the market is characterized by a high barrier to entry, stable
gaming revenues, and good long-term growth prospects.

The B1 rating on the senior secured credit facilities reflects its
superior recovery prospects relative to other debt in the pro
forma capital structure.  The B3 rating on the senior unsecured
notes considers that they will be guaranteed on an unsecured basis
by each restricted subsidiary that guarantees the senior secured
credit facilities.

Moody's previous rating action on JEI took place on Mar. 3, 2005
with the assignment of a B2 rating on the company's $23 million 11
7/8% senior secured notes and confirmation of existing ratings.  
The company recently announced that it launched a cash tender
offer and consent solicitation with respect to these notes.

Jacobs Entertainment, Inc. owns and operates gaming and pari-
mutuel facilities in Colorado, Nevada, Louisiana, and Virginia.
Net revenues for the 12-month period ended Mar. 31, 2006 were $252
million.


JACOBS ENTERTAINMENT: S&P Rates Proposed $210 Million Notes at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Jacobs Entertainment Inc.'s proposed $210 million senior unsecured
notes due 2014.  The proposed note issue, along with its new $100
million bank facility (rated on May 9, 2006), are expected to be
used:

   -- to refinance existing debt;

   -- to fund the $14.5 million acquisition of a casino in
      Carson City, Nevada;

   -- to acquire five truck plazas and land suitable for another
      truck plaza for $21 million;

   -- to reimburse $8.8 million of costs associated with the
      previous acquisition of two truck plazas;

   -- to fund a $10 million dividend to shareholders; and

   -- for transaction fees and expenses.

At the same time, Standard & Poor's affirmed its existing ratings
on the casino owner and operator, including its 'B' corporate
credit rating.  The outlook remains stable.

Golden, Colorado-headquartered Jacobs is estimated to have about
$280 million of pro forma debt outstanding, after taking into
account the bank loan, including the delayed draw term loan, and
expected note financing transactions.


JDA SOFTWARE: S&P Rates Proposed $225 Million Facilities at B+
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Scottsdale, Arizona-based JDA Software Group,
Inc.

At the same time, Standard & Poor's assigned its 'B+' senior
secured ratings, with a recovery rating of '2', to JDA's proposed
$225 million senior secured bank facilities, which will
consist of:

   * a $50 million revolving credit facility (due 2012); and
   * a $175 million term loan B (due 2013).

The bank loan rating, which is the same as the corporate credit
rating, along with the recovery rating, reflect Standard & Poor's
expectation of meaningful (80%-100%) recovery of principal by
creditors in the event of a payment default or bankruptcy.  The
proceeds from this facility will be used to finance the
acquisition of Manugistics Group Inc.  The outlook is stable.

"The ratings reflect JDA's second-tier presence in a highly
competitive and consolidating industry, the risks associated with
integrating acquired operations, and a limited track record of
operating at current revenue levels," said Standard & Poor's
credit analyst Philip Schrank.

These are only partially offset by:

   * a solid presence within its mid-market niche;

   * a solid base of maintenance revenues spread across a broad
     vertical market customer base; and

   * a moderate debt leverage for the rating.


JRV INDUSTRIES: Non-Recourse Deficiency Claim Held Not Dissimilar
-----------------------------------------------------------------
In 1999, Jay R. Vass, the president of JRV Industries, Inc.,
executed a promissory note to Tennessee Engine Works for the
purchase of some equipment.  To secure payment of the promissory
note, Mr. Vass and JRV executed and delivered to TEW a security
agreement granting TEW a security interest in the Equipment.  The
Security Agreement referred to Mr. Vass and JRV as "individually
and collectively 'Debtor'".  Mr. Vass signed the Security
Agreement in his individual capacity and as president of JRV.  TEW
filed a UCC-1 financing statement with the Secretary of State of
Florida listing Mr. Vass as the debtor and JRV as an additional
debtor.  Mr. Vass signed the financing statement in his individual
capacity and as president of JRV.

On January 19, 2005 TEW filed a proof of claim asserting a
$655,262 secured claim.  

On January 28, 2005, JRV filed a Chapter 11 Plan of
Reorganization.  The Plan provided for TEW to have a secured claim
in the amount of $150,000 and an unsecured claim in the amount of
$505,000.  The Plan provided for TEW's unsecured claim to be
classified with all other unsecured claims.

Mazak Corporation came along and filed a motion to reclassify
TEW's claim.  Mazak conceded that TEW has a secured claim against
JRV but argued that TEW has no recourse against JRV for any amount
in excess of the value of the Equipment.  Mazak asserted that the
Plan should treat TEW's claim as secured to the extent of the
value of the Equipment.  Additionally, Mazak requested that to the
extent 11 U.S.C. Sec. 1111(b) gives TEW an unsecured deficiency
claim, that amount should be separately classified from other
general unsecured claims.

JRV argues that it has properly classified TEW's Sec. 1111(b)
deficiency claim with all other unsecured creditors.  

In Findings of Fact and Conclusions of Law published at 2006 WL
839269, the Honorable Jerry A. Funk rules that TEW's claim against
JRV, is secured TEW's non-recourse deficiency claim is not
sufficiently dissimilar from the other unsecured claims to mandate
separate classification in the Plan pursuant to 11 U.S.C. Sec.
1122.  Judge Funk recognized a split of authority on this issue
and disagreed with the approach taken by the Seventh Circuit Court
of Appeals.

JRV Industries, Inc., dba BRC Performance, filed a Chapter 11
bankruptcy petition on June 17, 2004 (Bankr. M.D. Fla. Case No.
04-62363).  Lisa C. Cohen, Esq., at Ruff & Cohen, P.A., represents
the Debtor.  When the company sought chapter 11 protection it
estimated its assets between $1 million and $10 million and debts
between $500,000 and $1 million.


KUSHNER-LOCKE: Allows NIB Capital to Foreclose on Stock Assets
--------------------------------------------------------------
The Kushner-Locke Company and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Central District of California in Los
Angeles to approve a stipulation with NIB Capital Bank N.V.
concerning the disposal of the Debtors' stocks in First Advantage
Corporation.

NIB Capital acts as Agent for a group of bank lenders who
established a $68 million revolving credit facility for the
Debtors under a Credit, Security, Guaranty and Pledge Agreement,
dated June 19, 1996.  NIB Capital holds a security interest on all
of the Debtor's assets, including the First Advantage stocks.

The bank lenders have an allowed secured claim in excess of $75
million against the Debtors estate.  The Debtors determined that
they no longer have any equity on the stock since the bank
lenders' allowed claim far exceeds the estimated $5.9 million
value of the First Advantage stocks.

Alice P. Neuhauser, the Debtors' Responsible Officer, says the
First Advantage Stocks are not necessary to the Debtors' effective
reorganization.   She explains that the stocks have no relevance
to the Debtor's ongoing operations or planned post-reorganization
operations, which will involve the licensing of the films and
other feature programs contained in their library.

Pursuant to a stipulation, the Debtors agreed to allow NIB Capital
to foreclose on the First Advantage Stocks.  The foreclosure will
permit the Agent to retain or dispose of all or a part of the
stocks without further notice to the Debtors or any party-in-
interest in their bankruptcy cases.   

A copy of the stipulation is available for a fee at:    

  http://www.researcharchives.com/bin/download?id=060608060542

The Hon. Samuel L. Bufford will convene a hearing at 11:00 a.m. on
June 27, 2006, to consider approval of the Debtors' stipulation
with the bank lenders.   The hearing will be held at Courtroom
1575, 255 E. Temple St. in Los Angeles, California.

Headquartered in Los Angeles, California, The Kushner-Locke
Company is a low-budget movie production studio.  The Company,
along with its debtor-affiliates filed for chapter 11 protection
on Nov. 21, 2001 in the U.S. Bankruptcy Court for the Central
District of California.  Charles D. Axelrod, Esq., at Stutman,
Treister & Glatt, PC, represent the Debtors in their
restructuring.  Bennett L. Spiegel, Esq., at Los Angeles,
California, represent the Official Committee of Unsecured
Creditors.


LGB INC: Section 341(a) Creditors Meeting Continued to June 29
--------------------------------------------------------------
The U.S. Trustee for Region 17 will continue the meeting of LGB,
Inc.'s creditors at 9:30 a.m., on June 29, 2006, at the Office of
the U.S. Trustee, Suite 700 235 Pine Street, San Francisco,
California.  

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

Headquartered in Grass Valley, California, LGB, Inc., filed for
chapter 11 protection on Apr. 27, 2006 (Bankr. E.D. Calif. Case
No. 06-21340).  George C. Hollister, Esq., at Hollister Law Corp.,
represents the Debtor.  When the Debtor filed for protection
from its creditors, it estimated assets between $10 million and
$50 million and estimated debts between $100,000 and $500,000.


MANITOWOC COMPANY: Enodis Rejects GBP882 Million Offer
------------------------------------------------------
Enodis plc rejected The Manitowoc Company, Inc.'s offer to
purchase the company for GBP882 million.  Manitowoc made the offer
to expand its food service operations and wants to get a foothold
in the UK Geoff Foster at This is Money reports.

The Company's major shareholders, led by Legal & General and
Harris Associates, said they would not accept any bid below GBP2
per share, Mr. Foster says.  Last month, Enodis also rejected the
GBP796 million offer of Middleby Corporation because it
"significantly undervalued the company".

According to the Financial Times, other potential bidders are
waiting to bid for Enodis.  Bankers and analysts have suggested
that Illinois Tool Works and UTC could emerge as possible US
suitors.  In Europe, interest could come from Sweden's Electrolux,
Italy's Ali, Germany's Rational einbaukuchen GmbH or the UK's Aga
Foodservice Group.

                           Aboubt Enodis

Based in London, Enodis plc -- http://www.enodis.com/-- designs,  
manufactures and supplies food and beverage equipment.  Through
its two operating groups, Global Food Service Equipment and Food
Retail Equipment, it has manufacturing facilities in North
America, the UK, Western Europe and Asia and a large portfolio of
premium brands including Cleveland(TM), Convotherm(R),
Delfield(R), Frymaster(R), Garland(R), Icematic(R), Ice-o-
matic(R), Jackson(R), Kysor//Warren(R), Kysor Panel Systems,
Lincoln(R), Merrychef(R), Scotsman(R) and Scotsman(R) Beverage
Systems.

                          About Manitowoc

Headquartered in Maniwotoc, Wisconsin, The Manitowoc Company, Inc.  
(NYSE: MTW) -- http://www.manitowoc.com/-- provides lifting     
equipment for the global construction industry, including lattice-
boom cranes, tower cranes, mobile telescopic cranes, and boom  
trucks.  As a leading manufacturer of ice-cube machines,  
ice/beverage dispensers, and commercial refrigeration equipment,  
the company offers the broadest line of cold-focused equipment in  
the foodservice industry.  In addition, the company is a leading  
provider of shipbuilding, ship repair, and conversion services for  
government, military, and commercial customers throughout the  
maritime industry.

                           *     *     *

As reported in the Troubled Company Reporter on May 25, 2006,
Moody's Investors Service affirmed the debt ratings of The
Manitowoc Company, Inc. -- Corporate Family Rating at Ba3, Senior
Unsecured Notes at B1, and Senior Subordinate Notes at B2.  The
outlook is changed to positive from stable.


MASTERCRAFT INTERIORS: Committee Taps Platzer Swergold as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Mastercraft Interiors, Ltd., and Kimels of Rockville, Inc.'s
chapter 11 cases, asks the U.S. Bankruptcy Court for the District
of MAryland for permission to employ Platzer, Swergold, Karlin,
Levine, Goldberg & Jaslow, LLP, as its bankruptcy counsel.

Platzer Swergold will:

    a. assist and advise the Committee in its consultation with
       the Debtors relative to the administration of the Debtors'  
       cases;

    b. attend meetings and negotiate with the representatives of
       the Debtors;

    c. assist and advise the Committee in its examination and
       analysis of the conduct of the Debtors' affairs;

    d. assist the Committee in the review, analysis and
       negotiation of any plan of reorganization filed and to
       assist the Committee in the review, analysis and
       negotiation of the disclosure statement accompanying any
       plan of reorganization;

    e. assist the Committee in the review, analysis and
       negotiation of any financing agreements;

    f. take all necessary action to protect and preserve the
       interests of the Committee, including:

         * the investigation and prosecution of certain actions,
           on the Committee's behalf,

         * negotiations concerning all litigation in which the
           Debtors is involved, and

         * if appropriate, review, analyze and reconcile claims
           filed against the Debtors' estate;

    g. generally prepare on behalf of the Committee all necessary
       motions, applications, answers, orders, reports and papers
       in support of positions taken by the Committee;

    h. appear, as appropriate, before the bankruptcy court, the
       Appellate Courts, other courts and tribunals, and the
       United States Trustee, and to protect the interests of the
       Committee before said Courts and the United States Trustee;
       and

    i. perform other necessary and appropriate legal services in
       this case as the Committee may request and as the firm may
       agree.

Sydney G. Platzer, Esq., a partner at Platzer Swergold, tells the
Court that the Firm's professionals bill:

         Professional                  Hourly Rate
         ------------                  -----------
         Partners                      $410 - $595
         Associates                    $170 - $395
         Paralegals                        $135

Mr. Platzer discloses that the firm has agreed to discount its
normal and customary hourly rates by 15% for this engagement.

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

Mr. Platzer can be reached at:

         Sydney G. Platzer, Esq.
         Platzer, Swergold, Karlin, Levine,
         Goldberg & Jaslow, LLP
         1605 Avenue of the Americas
         New York, New York 10018
         Tel: (212) 593-3000
         Fax: (212) 593-0353
         http://www.platzerlaw.com/

Headquartered in Beltsville, Maryland, Mastercraft Interiors Ltd.,
-- http://www.mastercraftinteriors.com/-- manufactures high-
quality furniture and other home furnishings.  The Company and its
subsidiary, Kimels of Rockville, Inc., filed for bankruptcy on
May 15, 2006, (Bankr. D. Md. Case No. 06-12769).  Morton A.
Faller, Esq., Michael J. Lichtenstein, Esq., and Stephen A. Metz,
Esq., at Shulman, Rogers, Gandal, Pordy & Ecker, P.A., represent
the Debtors in their restructuring efforts.  When it filed for
bankruptcy, Mastercraft Interiors reported assets amounting to
$10,600,288 and debts amounting to $25,485,847.  Kimels of
Rockville reported assets totaling $704,227 and debts amounting to
$10,341,704 during the bankruptcy filing.


MASTERCRAFT INTERIORS: U.S. Trustee Appoints Seven-Member Panel
---------------------------------------------------------------
The U.S. Trustee for Region 4 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors in Mastercraft
Interiors, Ltd., and Kimels of Rockville, Inc.'s chapter 11 cases:

    1. Hancock and Moore, Inc.
       c/o Thomas J. O'Connell
       P.O. Box 3444
       Hickory, North Carolina 28603
       Tel: (828) 495-1947
       Fax: (828) 495-3021

    2. Interim Chairperson
       Vanguard Furniture Co.
       c/o Beverly Curtis
       P.O. Box 2187
       Hickory, North Carolina 28603
       Tel: (828) 328-5631
       Fax: (828) 328-9816

    3. The Henkel Harris Co., Inc.
       c/o William F. Edmonson
       P.O. Box 2170
       Winchester, Virginia 22604
       Tel: (540) 667-4900
       Fax: (540) 667-5653

    4. American Leather, LP
       c/o James Harris
       4501 Mountain Creek Parkway
       Dallas, Texas 75236
       Tel: (972) 296-9599
       Fax: (972) 590-9289

    5. Kindel Furniture
       c/o Robert S. Foharty
       Box 2047
       Grand Rapids, Michigan 49501
       Tel: (616) 243-3676
       Fax: (616) 243-6154

    6. French Heritage, Inc.
       c/o Jacques Wayser
       650 South San Vicenre Blvd.
       Los Angeles, California 90068
       Tel: (323) 655-0656
       Fax: (323) 852-9162

    7. HDM Furniture Industries, Inc.
       c/o Dominic S. Marchiando
       1925 Eastchester Drive
       High Point, North Carolina 27265
       Tel: (336) 888-4914
       Fax: (828) 438-2009
       
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the chapter 11 cases to a liquidation
proceeding.

Headquartered in Beltsville, Maryland, Mastercraft Interiors Ltd.,
-- http://www.mastercraftinteriors.com/-- manufactures high-
quality furniture and other home furnishings.  The Company and its
subsidiary, Kimels of Rockville, Inc., filed for bankruptcy on
May 15, 2006, (Bankr. D. Md. Case No. 06-12769).  Morton A.
Faller, Esq., Michael J. Lichtenstein, Esq., and Stephen A. Metz,
Esq., at Shulman, Rogers, Gandal, Pordy & Ecker, P.A., represent
the Debtors in their restructuring efforts.  When it filed for
bankruptcy, Mastercraft Interiors reported assets amounting to
$10,600,288 and debts amounting to $25,485,847.  Kimels of
Rockville reported assets totaling $704,227 and debts amounting to
$10,341,704 during the bankruptcy filing.


MEDIA MEDICAL: Moody's Lowers Rating on Sr. Unsec. Bonds to Ba1
---------------------------------------------------------------
Moody's Investors Service downgraded Media General, Inc.'s senior
unsecured rating to Ba1 from Baa3 and assigned the company a Ba1
Corporate Family Rating.  The rating actions conclude the review
for downgrade initiated on April 6, 2006 in connection with Media
General's announced plan to acquire four NBC television stations
from NBC Universal for an approximate $603 million purchase price
that is expected to be financed primarily with debt.

Downgrades:

Issuer: Media General, Inc.

   * Senior Unsecured Regular Bond/Debenture, Downgraded
     to Ba1 from Baa3

   * Senior Unsecured Shelf, Downgraded to (P)Ba1 from (P)Baa3

   * Preferred Stock Shelf, Downgraded to (P)Ba3 from (P)Ba2

Assignments:

Issuer: Media General, Inc.

   * Corporate Family Rating, Assigned Ba1

Outlook Actions:

Issuer: Media General, Inc.

   * Outlook, Changed To Stable From Rating Under Review

The downgrade reflects the significant increase in Media General's
debt-to-EBITDA leverage that will occur as a result of the
acquisition, which Moody's believes has a high probability of
closing.  The increase in financial risk is occurring at a time
when the company's sizable 2006 and 2007 capital expenditure
program will limit the company's ability to reduce its high
leverage in those years.

Moody's expects heightened competition for advertising revenues
and pressure on media industry equity valuations will prompt the
company to continue to seek acquisitions over the intermediate
term to increase scale and supplement growth at its mature
newspaper and broadcast properties.  Moody's believes these
pressures and the company's willingness to fund acquisitions with
a high debt component will sustain a level and volatility in
leverage consistent with the speculative-grade rating.

The stable rating outlook reflects Moody's expectation that the
company will reduce debt-to-EBITDA to a level below 4.0x by 2008
supported by the addition of the four NBC broadcast properties
with good collective operating margins, incremental sales from new
product development and enhanced printing capabilities, good
business line diversity, and improved cash generation available
for debt service once capital expenditures begin to moderate after
2007.

Media General, headquartered in Richmond, VA, operates newspapers,
television stations and online enterprises, primarily in the
southeastern United States.  Publishing assets include three
metropolitan, 22 daily and more than 100 weekly newspapers and
other publications.  Broadcast assets include 22 network-
affiliated television stations.


MERIDIAN AUTOMOTIVE: Wants Until July 31 to File Chapter 11 Plan
----------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to further
extend their exclusive periods to:

    (a) file a plan of reorganization through and including
        July 31, 2006; and

    (b) obtain acceptances of that plan through and including
        Sept. 30, 2006.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that since they filed their
Joint Plan of Reorganization, the Debtors have continued their
efforts to gain additional creditor support for the joint plan,
have worked diligently to complete a disclosure statement and,
along with their co-proponents, have prepared various plan-
related documents.

Those ongoing efforts culminated with the addition of the
Official Committee of Unsecured Creditors as co-proponent of the
Debtors' First Amended Joint Plan, which, together with the
proposed Disclosure Statement, was filed on May 26, 2006, Mr.
Brady notes.

"The plan process is well underway, with the support of major
creditor constituencies," Mr. Brady says.

The Court will consider the adequacy of the information contained
in the Debtors' Disclosure Statement on June 27, 2006.

To deny further extension of the Exclusive Periods at this stage
of the plan process would jeopardize the significant progress
made as of May 26, 2006, toward plan confirmation, Mr. Brady
asserts.

The Court will convene a hearing on June 14, 2006, at
10:30 a.m. (ET) to consider the Debtors' request.  By application
of Del. Bankr. LR 9006-2, the Debtors' exclusive filing period is
automatically extended until the conclusion of that hearing.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.  (Meridian Bankruptcy News, Issue No. 28;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Wants Settlement of Centralia Lawsuit Okayed
-----------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to approve
a settlement of the lawsuit and the agreement to modify the
Centralia retiree benefits.

The United Auto Workers Local Union 1766 and the Retirees of the
Centralia facility advise the Court that they support the Debtors'
request.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that the Debtors acquired a
facility in Centralia, Illinois, from Cambridge Industries in
July 2000.  Cambridge, in turn, had acquired the facility from
Rockwell International in August 1994.

The Debtors closed their Centralia facility in 2003.  Although
there are no active employees at Centralia, approximately 129
retirees continue to draw health and life insurance benefits
under a retiree benefits welfare plan -- Meridian Automotive
Systems, Inc., Welfare Benefits Plan for the Centralia, Illinois
Bargaining Unit Associates.

The Debtors assumed the retiree benefits negotiated first by
Rockwell International, and then by Cambridge, with the United
Auto Workers Local Union 1766 prior to the 2000 Centralia
acquisition.  The collective bargaining agreement with the UAW
expired on Oct. 1, 2003.

                          Centralia Plan

The Debtors' accumulated post-employment benefit obligation for
the Centralia Plan is estimated at $26,352,000, their annual cash
benefit payments total $1,618,000, and their annual expense is
estimated at $1,403,000.

According to Mr. Brady, under the current Centralia Plan,
participants:

    (a) pay no premiums;

    (b) have in-network deductibles of $50 per year for
        individuals and $100 for families;

    (c) pay 10% co-insurance for most in-network coverage;

    (d) pay $3 co-pays for all prescription medications; and

    (e) receive comprehensive dental, hearing, and life insurance.

                              Lawsuit

When the CBA expired, the Debtors informed the UAW that they were
discontinuing retiree health care coverage under the Plan, Mr.
Brady tells the Court.

The retirees filed a lawsuit seeking a preliminary injunction to
prevent the Debtors from discontinuing the retiree benefits.

The United States District Court for the Eastern District of
Michigan granted the Retirees' request.  The United States Court
of Appeals for the Sixth Circuit affirmed the District Court's
ruling.

Because of the automatic stay, the Michigan District Court has
not yet entered a final order, and the Debtors have contemplated
an appeal.

                     Negotiation and Settlement

To resolve the dispute and save money, the Debtors proposed
modifications to the Centralia Plan.

The Union and the Retirees sent a counter-proposal.

On April 26, 2006, the Debtors accepted the counterproposal,
contingent upon the Court's approval of a Settlement and
Memorandum of Agreement and the dismissal with prejudice of the
Lawsuit.  The parties executed a written agreement embodying
these terms on May 17, 2006.

Under the Agreement, Retirees will continue to:

    (a) pay no premiums;

    (b) have in-network deductibles of $50 per year for
        individuals and $100 for families; and

    (c) pay 10% co-insurance for most in-network coverage.

The Agreement eliminates lifetime maximum limits on coverage,
annual maximums, deductibles, and coinsurance for most preventive
care.

The coverage for emergency care will be modified to allow full
coverage when a person reasonably believes, in essence, that
emergency care is needed.

Current hearing, dental, and life insurance benefits will
continue unchanged.

The parties have agreed to:

    -- establish a new PPO Plan,

    -- modify reimbursement levels to be based on "reasonable and
       customary" approved amounts,

    -- establish a series of new co-pays, and

    -- increase annual maximum out-of-pocket expenses:

       * from $200 per individual to $300 per individual; and
       * $400 per family to $600 per family.

Prescription drug co-pays will now range from $4 to $12.

A full-text copy of the Settlement and MOA is available for free
at http://ResearchArchives.com/t/s?af4

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

The Debtors will have significant savings as a result of the
retiree plan modification, Mr. Brady maintains.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.  (Meridian Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


METABOLIFE INT'L: Asks Court to OK Wendy Davis Ephedra Settlement
-----------------------------------------------------------------
MII Liquidation, Inc., formerly known as Metabolife International,
Inc., and AHP Liquidation, LLC, formerly known as Alpine Health
Products, LLC, ask the U.S. Bankruptcy Court for the Southern
District of California to approve a settlement agreement with
Wendy Davis.

Robert R. Barnes, Esq., at Allen Matkins Leck Gamble & Mallory
LLP, tells the Court that Wendy Davis is dying in a hospice.  MII
and its insurers and Ms. Davis have settled her fully insured
claim against Metabolife and any other defendants and agreed to
the payment that she will receive Court order.  For her to realize
any benefit from the settlement, the settlement must be approved
at once.  In addition, if Ms. Davis passes away before the
effective date of the order, the present settlement is ineffective
and the settlement process becomes substantially more complicated.
In short, if the order is not entered timely, the opportunity for
a new settlement may be lost or significantly delayed.  

Before the Debtors' cases were commenced, Ms. Davis filed a
lawsuit in California Superior Court, which was consolidated
into the San Diego County coordinate proceeding as action JCCP
4360-00095.  She also filed a proof claim in the MII (#231) and
AHP (#52) chapter 11 cases.  Under the settlement, Wendy Davis
will receive payment in a confidential amount and will withdraw
all proofs of claim.  The actions against MII may also be
dismissed with prejudice.  Ms. Davis also grants a general release
of claims against all parties arising from the ephedra use.  This
means, among other things, that the settlement may also benefit
retailers or other indemnified parties, including officers,
directors, employees, or shareholders of MII and AHP, Mr. Barnes
points out.

According to Mr. Barnes, the parties are working on a more general
motion to approve other settlements or compromises and procedures
for approving still more.  MII tried to combine the Davis
settlement with the broader motion, but that broader motion is
more complex and has not yet been finalized.

Mr. Barnes reminds the Court that several major parties in these
cases have been mediating ephedra claims against MII.  The
mediation continues in an effort to resolve claims more or less
globally, but the mediation has borne fruit in other ways.  MII
(including its insurers) and several plaintiffs, including
Ms. Davis, have settled their fully insured claims.

Mr. Barnes assures the Court that the settlement is being funded
entirely by MII's insurers: no property of the estate is used to
make a payment, and no creditor is affected by the settlement.  In
addition, based on an analysis of the available insurance coverage
and likely claims resolution, there will be no exhaustion of the
coverage.  Thus, similarly situated ephedra claimants who benefit
from the same insurance coverage will receive equal treatment from
the insurance policies.

Headquartered in San Diego, California, Metabolife International,
Inc. -- http://www.metabolife.com/-- sells dietary supplements   
and management products in grocery, drug and mass retail locations
nationwide.  The Company and its subsidiary, Alpine Health
Products, LLC, filed for chapter 11 protection on June 30, 2005
(Jointly Administrated Under Bankr. S.D. Calif. Case No.
05-06040).  David L. Osias, Esq., and Deb Riley, Esq., at Allen
Matkins Leck Gamble & Mallory LLP, represent the Debtors in their
chapter 11 cases.  When the Debtors filed for protection from
their creditors, they listed $23,983,112 in total assets and
$12,214,304 in total debts.


MMI PRODUCTS: CRH Merger Cues S&P to Lift Rating to BBB+ from B-
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston, Texas-based MMI Products Inc. to 'BBB+' from
'B-' and removed the ratings from CreditWatch, where they had been
placed with positive implications on April 26, 2006.

The acquisition of MMI by CRH PLC (BBB+/Stable/A-2) is complete,
and MMI's subordinated notes were redeemed by CRH.

"Because the notes were redeemed, we have withdrawn our ratings on
MMI," said Standard & Poor's credit analyst Lisa Wright.


MORGUARD REAL: DBRS Confirms Issuer Rating at BB (High) Stable
--------------------------------------------------------------
Dominion Bond Rating Service confirmed the Issuer Rating of
Morguard Real Estate Investment Trust as indicated above at BB
(high) with a Stable trend.

   * Issuer Rating Confirmed BB (high) Stb

The credit profile of Morguard remains stable and the current
rating category reflects:

   (1) Compared to other DBRS-rated real estate investment
       trusts, Morguard has less favourable balance sheet and
       coverage ratios due to higher debt levels.  However, DBRS
       notes that post-Q1 2006, Morguard's 8.5% convertible
       debentures were converted into trust units with the
       remaining Cdn$116 million expected to be converted
       throughout 2006.

       While this should improve coverage ratios as a result of
       interest savings, DBRS expects debt levels to return
       closer to 60% on a debt-to-gross book value assets basis.  
       Although DBRS expects Morguard's EBITDA interest coverage
       ratio to remain below its peer average of 2.50 times, this  
       ratio should continue to modestly improve with favourable
       debt refinancing over the medium term.

   (2) The Trust has exposure to the individual performance of
       five enclosed shopping centres which collectively
       represent 30% of the total leasable area.

   (3) Morguard is vulnerable to the potential store closures of
       The Bay, Zellers, and Sears, key anchors at a majority of
       the Trust's enclosed shopping centres.  Compared with
       larger regional malls located in primary markets, DBRS
       believes that Morguard's mid-market shopping centres in
       the size range of 200 thousand to 500 thousand square feet
       are more susceptible to a loss of one of these anchors and
       could have a more difficult time re-configuring or re-
       leasing the space to replacement tenants.  This could also
       have a significant impact on ancillary tenants, resulting
       in a much broader impact on Morguard's cash flow levels
       than would be suggested by the 5.6% of total basic revenue
       these tenants currently represent.

Notwithstanding the above concerns, DBRS expects Morguard to
continue to perform reasonably well throughout 2006, and the
rating continues to be supported by the following factors, which
are the basis of the confirmation.

   (1) Morguard's portfolio is underpinned by a stable retail
       portfolio that comprises community/neighbourhood shopping
       centres and enclosed shopping centres, including two large
       regional shopping centres.

   (2) Morguard's portfolio is diversified by asset class, with
       the retail segment contributing 62% of net operating
       income followed by office at 24% and industrial at 14%.

   (3) Morguard's portfolio metrics remain stable, with
       consistent occupancy levels in the mid- to low-90% range.
       Going forward, cash flow stability is also supported by
       Morguard's reasonable lease profile, averaging 10% of
       space per year by the end of 2009, with embedded rental
       rents generally below market rates. DBRS does not expect
       Morguard to make any meaningful acquisitions in 2006, as
       the real estate market remains highly competitive with low
       capitalization rates.  Alternatively, the Trust will
       continue to focus on development projects totalling Cdn$12
       million at its existing properties and favourable debt
       refinancing over the medium term.


NATIONAL CENTURY: Ohio Grand Jury Charges 7 Ex-Officers With Fraud
------------------------------------------------------------------
Former Chairman of National Century Financial Enterprises, Inc.,
Lance K. Poulsen, and six other former NCFE executives were
indicted on charges of plotting to defraud NCFE investors of more
than $3,000,000,000.

The indictment -- unsealed by a grand jury in the U.S. District
Court for the Southern District of Ohio on May 22, 2006 --
charges Mr. Poulsen with 47 counts of fraud, conspiracy and money
laundering, including six counts of securities fraud.

The 60-count indictment also names:

   * Donald H. Ayers, 70, former vice chairman and chief
     operating officer;

   * Randolph H. Speer, 55, former finance chief;

   * Roger S. Faulkenberry, 45, director of securitizations from
     1994 to December 2000;

   * James E. Dierker, 38, vice president for client development
     from January 1999 to January 2001;

   * Rebecca S. Parrett, 57, former vice chairman, who oversaw
     accounts receivable; and

   * Jon A. Beacham, 39, director and vice president of
     securitizations from about January 2001 to November 2002.

The seven ex-NCFE executives are accused of lying to investors,
diverting funds and conspiring to launder money.  Mr. Speer is
charged with 42 counts and Mr. Ayers with 35.

Three former NCFE employees were also cited as "unindicted"
conspirators:

   (1) Sheryl L. Gibson
   (2) John A. Snoble
   (3) Brian J. Stucke

Mssrs. Poulsen and Ayers and Ms. Parrett -- founders of NCFE --
are named as the principal defendants.

                          The Conspiracy

"The purpose of the conspiracy was basically to embezzle,
misappropriate and divert investor funds for improper and
unlawful purposes," the indictment stated.

Specifically, the Ohio Grand Jury held that the Ex-NCFE
executives conspired to prepare materially false and fraudulent
documents, and records, and make materially false and fraudulent
representations to banks, rating agencies, investors, auditors
and others about NCFE and the asset-backed securities programs
offered and operated by NCFE's wholly owned subsidiaries.

The Ex-NCFE executives then misappropriated, misused and diverted
the investors' funds for improper and unlawful purposes,
including:

   (a) financing the acquisition of healthcare providers by NCFE
       or by the Principal Defendants;

   (b) providing unsecured "advances" and loans both to clients
       and entities in which the Principal Defendants had
       ownership interests, including those in which they
       concealed or failed to disclose their interests; and

   (c) diverting investors' funds for:

       -- the operating expenses of NCFE and its subsidiaries;
          and

       -- the unjust and personal enrichment of the principal
          Defendants.

Besides false and fraudulent statements and records, the means by
which the conspiracy was accomplished was through:

   (a) false investor reports;
   (b) false data in program documents;
   (c) improper intra-program and inter-bank transfers;
   (d) improper advances of investor funds; and
   (e) diversions of investor funds.

The Grand Jury narrated at least a hundred overt acts committed
by the Defendants.

                    Ex-NCFE Executives Arrested

The indictment was returned May 19 and sealed until the
defendants could be arrested, said Margaret Cronin Fisk at
Bloomberg News.

According to Ms. Fisk, Messrs. Poulsen, Ayers, Dierker and
Beacham, and Ms. Parrett have already been arrested.  Mr. Speer
will surrender himself in Atlanta, while arrangements haven't
been made with Mr. Faulkenberry.

David Hammer at The Associated Press said Mr. Poulsen, who was
seen May 22 in the U.S. District Court in Fort Myers, Florida,
was released on bond.

"My client has violated no law and has intended since the
beginning to fight any charges against him vigorously," Mr.
Poulsen's lawyer, Thomas Tyack, Esq., at Tyack, Blackmore &
Liston Co., LPA, in Columbus, Ohio, told the AP.

Representing Mr. Ayers, Karl Schneider, Esq., at Maguire &
Schneider, LLP, in Columbus, Ohio, told Bloomberg News that they
plan on "defending the charges vigorously."

Mr. Dierker's attorney, Harry Reinhart, Esq., on the other hand,
said his client denies any wrongdoing.

If convicted, the Ex-NCFE Executives will face a maximum of 20
years in prison and a $500,000 fine on each count of money
laundering or conspiring to money launder.  The wire fraud, mail
fraud and securities fraud counts each carry penalties of five
years in prison and $250,000 fines.  Two of the wire fraud
charges and five of the mail fraud charges carry 20-year maximum
sentences.

The indictment also seeks about $2,000,000,000 in property
forfeitures.

A full-text copy of the indictment is available for free at
http://ResearchArchives.com/t/s?af7

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

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004.  Paul E. Harner, Esq., at Jones Day, represents
the Debtors. (National Century Bankruptcy News, Issue No. 62;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NATIONAL CENTURY: 6th Cir. Affirms Bankr. Court's Enjoinment Order
------------------------------------------------------------------
Long Term Care Management, Inc., Quality Long Term Care
Management, Inc., and Quality Long Term Care, Inc., asked the
Bankruptcy Appellate Panel for the Sixth Circuit to review whether
the U.S. Bankruptcy Court for the Southern District of Ohio erred
in:

   (1) determining that the LTC Entities' prosecution of their
       adversary proceeding against NPF XII, Inc., and NCFE,
       Inc., in the U.S. Bankruptcy Court for the District of
       Nevada violates an injunction in the confirmed Plan of
       Reorganization issued in the NCFE Debtors' Chapter 11
       cases; and

   (2) holding the LTC Entities in contempt for initiating that
       proceeding.

The LTC Entities believe that the Ohio Bankruptcy Court lack
jurisdiction to enjoin the prosecution of the Nevada Adversary
Proceeding.

                        BAP Issues Ruling

Bankruptcy Appellate Panel Judges Latta, Scott and Whipple
disagree with the LTC Entities' assertion that the Ohio
Bankruptcy Court lacked jurisdiction to enjoin the prosecution
of the Nevada Adversary Proceeding.

The Panel says the interpretation and enforcement of the NCFE
Plan was "within the jurisdiction of the court that confirmed the
plan."  Since the issue raised by the VI/XII Collateral Trust's
request was one of interpretation of the NCFE Plan, the court
confirming the NCFE Plan -- the Ohio Bankruptcy Court -- was the
proper court to decide the request.

                   Enjoinment Order is Affirmed

The LTC Entities argued that a provision found in the NCFE Plan
-- an exception to injunction -- permits them to pursue the
Nevada Adversary Proceeding:

   "Notwithstanding anything to the contrary in this Plan or the
   Confirmation Order, no party shall be enjoined from taking
   action to determine the amount, validity or priority of, or to
   recharacterize or subordinate, any claim or lien of any Debtor
   in the Providers' respective bankruptcy cases, and the court
   with jurisdiction over the Providers' bankruptcy cases shall
   retain full jurisdiction to determine such matters with
   respect to any such claim or lien of any Debtor."

Judges Latta, Scott and Whipple disagree.

Under the NCFE Plan, "Provider" refers to "any healthcare company
or practitioner that was a healthcare financing client or
customer of one or more of the Debtors through . . . the
participation in the Debtors' accounts receivable financing
program."

The Ohio Bankruptcy Court held that the exception does not apply,
because NPF XII's claims had already been determined when the
Nevada Court confirmed the LTC Entities' Plan, which fixed the
amount, validity, and priority of the claims with all defenses
expressly waived or released.  The Ohio Bankruptcy Court reasoned
that the LTC Entities were attempting to "undo a Court approved
settlement agreement, not 'determine the amount, validity,
priority of, or to recharacterize or subordinate, any claim or
lien' of the Debtors."  In other words, the Ohio Bankruptcy Court
concluded that the exception applies to "determinations" of
claims, not to attempts to "redetermine" claims.

The Panel believes that the Nevada Adversary Proceeding
represents an attempt by the LTC Entities to obtain relief for
their failure to undertake due diligence before entering into a
settlement with NPF XII regarding the validity, amount, and
priority of its claims, which settlement -- including a waiver of
all defenses to the allowed claims -- was approved by an order of
the Nevada Bankruptcy Court that became final more than two years
before the initiation of the Adversary Proceeding.

"The Ohio bankruptcy court did not abuse its discretion in
interpreting the NCFE Plan as enjoining those efforts because the
claims allowance process had been completed as to NPF XII in
October 2001," the Panel rules.

For this reasons, the Panel affirms the Ohio Bankruptcy Court's
interpretation of the NCFE Plan as enjoining the Nevada Adversary
Proceeding.

                    Contempt Order is Reversed

The Bankruptcy Appellate Panel asserts that "a litigant may be
held in contempt if his adversary shows by clear and convincing
evidence that 'he violate[d] a definite and specific order of the
court requiring him to perform or refrain from performing a
particular act or acts with knowledge of the court's order.'"

Since the LTC Entities do not dispute that they had knowledge of
the injunctions established by the Ohio Bankruptcy Court's
confirmation of the NCFE plan, the issue is whether the
injunction language is definite and specific enough to support a
finding of contempt, the Panel says.

Judges Latta, Scott and Whipple note that although the NCFE
Plan's injunction language is broad, the carve-out for "action[s]
to determine the amount, validity or priority of, or to
recharacterize or subordinate, any claim or lien of any Debtor in
the Providers' respective bankruptcy cases" is also broad.

The Panel believes that the LTC Entities were indisputably
included within the definition of "Providers" and they were
debtors in a bankruptcy case that had not been closed at the time
the NCFE cases commenced.  The NCFE Debtors anticipated that
their claims against Providers would be subject to litigation in
Provider cases in other bankruptcy courts around the country.  
Accordingly, the Ohio Bankruptcy Court's interpretation of the
exception to apply only to nascent or ongoing claims
determination processes in other courts was reasonable and well
within its discretion, the Panel relates.  

However, Judges Latta, Scott and Whipple find the distinction
between ongoing and completed claims determination processes in
the Providers' own bankruptcy cases is not sufficiently definite
and specific in the language of the exception to support a
finding of contempt against the LTC Entities for initiating the
Nevada Adversary Proceeding.

The exception also authorized "recharacterizing" any NCFE
Debtor's claim in a Providers' bankruptcy case, requiring the
Ohio Bankruptcy Court to find implicitly that the LTC Entities'
Nevada action was not an attempt to "recharacterize" NPF XII's
Allowed Claim within the meaning of the NCFE Plan.  

The carve-out language could reasonably be interpreted as
permitting the initiation and prosecution of the Nevada Adversary
Proceeding, the Panel explains.  The Ohio Bankruptcy Court abused
its discretion in holding the LTC Entities in contempt, the Panel
adds.

Therefore, the Ohio Bankruptcy Court's decision holding the LTC
Entities in contempt is reversed, Judge Whipple says.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004.  Paul E. Harner, Esq., at Jones Day, represents
the Debtors. (National Century Bankruptcy News, Issue No. 62;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NATIONAL ENERGY: Court Deems USGen's Objection Timely Filed
-----------------------------------------------------------
On May 18, 2006, Tennessee Gas Pipeline Company and USGen New
England, Inc., filed their proposed list of exhibits and
deposition excerpts that they would present at a hearing on
July 17, 2006, in connection with their claims dispute.  

USGen filed objections to TGP's exhibits, including an expert
report by Andrea Wolfman.  USGen stated that TGP's exhibits
contained improper expert testimony; the evidences presented are
mostly based on hearsay and have questionable relevancy in
connection with the dispute; and the exhibits lacked the
foundation to support TGP's claims against USGen.

TGP, on the other hand, objected to USGen's exhibits, including
Thomas J. Norris' expert reports.  TGP said that USGen's exhibits
contain hearsay; many portions of the exhibits are missing or
have been omitted and many parts are also illegible,
unintelligible, or unreadable; many evidences in the exhibits are
irrelevant; and certain expert opinions do not meet the
requirement of the Federal Rules of Civil Procedure.

              USGen Objection Deemed Timely Filed

Pursuant to the U.S. Bankruptcy Court for the District of
Maryland's scheduling order, USGen's objections to TGP's exhibits
were due for filing on May 24, 2006.

Gordon A. Coffee, Esq., at Winston & Strawn LLP in Washington,
D.C., explains though that due to an administrative error in the
Court's filing system, USGen's objections were filed on May 25,
2006.

The Court grants USGen's leave to file its objection out of time,
and deems the objection as timely filed.

As reported in the Troubled Company Reporter on June 5, 2006,
USGen and Tennessee Gas' dispute relates to the computation of
Tennessee Gas' claims for damages.

The Claim arised from USGen's rejection of their contracts for the
transportation of natural gas for use at several New England power
plants owned and operated by USGen.

                      About National Energy

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company
filed for Chapter 11 protection on July 8, 2003 (Bankr. D. Md.
Case No. 03-30459).  Matthew A. Feldman, Esq., Shelley C. Chapman,
Esq., and Carollynn H.G. Callari, Esq., at Willkie Farr &
Gallagher represent the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $7,613,000,000 in assets and $9,062,000,000 in debts. NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and emerged from bankruptcy on Oct. 29, 2004. (PG&E
National Bankruptcy News, Issue No. 60; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


NATIONAL ENERGY: Says Mirick Lost Chance to File Late Claim
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Maryland
held a hearing on Adam Mirick's motion to file a late claim
against National Energy & Gas Transmission, Inc., on May 9, 2006.  

Mr. Mirick's counsel did not present any admissible evidence of
any kind, notwithstanding that it is undisputed that the burden
of demonstrating excusable neglect lies with Mr. Mirick, Steven
Wilamowsky, Esq., at Willkie Farr & Gallagher LLP in New York,
asserts.

The Court ruled against Mr. Mirick's informal proof of claim
theory as a matter of law and it adjourned the hearing to a later
date to give Mr. Mirick another chance to adduce evidence in
support of his motion.  However, as a condition to the
adjournment, the Court required Mr. Mirick to pay NEGT for the
fees and expenses of its counsel incurred in connection with its
attendance at the May 9 hearing.

In an e-mail dated May 10, 2006, to Mr. Mirick's counsel, Brian
L. Schwalb, Esq., at Venable, LLP, in Washington, D.C., NEGT
indicated that it incurred $8,468 in attorneys' fees, comprised
of:

    -- $6,507 for fees and expenses of Willkie Farr & Gallagher
       LLP; and

    -- $1,961 for fees and expenses of Whiteford, Taylor &
       Preston L.L.P.

Mr. Schwalb responded that the Fees were too high and that Mr.
Mirick could not pay them in full.  Mr. Mirick instead offered to
pay $2,700, based on his counsel's purported opinion, not of
NEGT's costs related to the May 9 hearing, but of the predicted
cost of the adjourned hearing that was yet to be scheduled.

In a letter to NEGT dated May 15, 2006, Mr. Mirick explained that
his refusal to pay the Attorneys' Fees was because:

   (1) the Attorneys' Fees are a lot of money for an individual
       like him to pay;

   (2) NEGT should have used a different non-bankruptcy counsel
       to defend against his motion; and

   (3) Willkie Farr should not have attended the hearing with its
       local co-counsel.

Mr. Mirick has declined to satisfy an express condition that was
imposed by the Court as a prerequisite for the second chance that
it afforded him, Mr. Wilamowsky notes.

Instead, Mr. Mirick has chosen to second-guess the judgment of
NEGT regarding its use of counsel and thereby manufacture an
excuse for not paying the Attorneys' Fees.  

By failing to meet the condition imposed by the Court, Mr. Mirick
has forfeited the second chance that he had been granted, Mr.
Wilamowsky asserts.

Accordingly, NEGT asserts that Mr. Mirick's request to file a
late claim should be denied, and the adjourned hearing should not
go forward.

NEGT reserves its right to seek reimbursement of additional fees
and expenses incurred as a result of Mr. Mirick's failure to
abide by the Court's instructions, including the costs of
preparing the Supplemental Objection.

Mr. Mirick sought Court-authority to file late claim against NEGT
contending that his failure to timely file a proof of claim was a
result of excusable neglect.

Mr. Mirick told the Court that it was only after the Jan. 9, 2004
bar date had expired that he became aware that the Chapter 11
cases of NEGT, and NEGT Energy Trading Holdings Corporation are
consolidated, and of other facts, which prove that NEGT is
directly liable to him for unpaid wages and compensation that he
earned while working at ET Holdings.

Mr. Mirick further told the Court that he did not know the extent
of NEGT's involvement in his employment by ET Holdings.  However,
evidenced revealed only in discovery supports that NEGT actually
controlled ET Holdings' employment and compensation decisions,
serving as a "joint employer" as a matter of law.

Mr. Mirick worked as an energy trader at ET Holdings.  He filed
Claim No. 77 for $7,859,478 against ET Holdings on March 14, 2003,
in connection with the termination of his employment.

                      About National Energy

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company
filed for Chapter 11 protection on July 8, 2003 (Bankr. D. Md.
Case No. 03-30459).  Matthew A. Feldman, Esq., Shelley C. Chapman,
Esq., and Carollynn H.G. Callari, Esq., at Willkie Farr &
Gallagher represent the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $7,613,000,000 in assets and $9,062,000,000 in debts. NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and emerged from bankruptcy on Oct. 29, 2004. (PG&E
National Bankruptcy News, Issue No. 60; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Wants to Assume Worldspan Carrier Agreement
---------------------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
authority to assume the Participating Carrier Agreement, as
supplemented by the Content Agreement.

The Debtors also seek the Court's permission to file the
Agreements under seal as a necessary measure to protect the
parties from disclosing confidential commercial information.

                          Worldspan PCA

In February 1991, Northwest Airlines and Worldspan, L.P., entered
into a Participating Carrier Agreement, pursuant to which
Worldspan, through its global distribution system, distributed
Northwest's products.

Northwest Airlines and Worldspan have negotiated a Content
Agreement to supplement the PCA beginning August 1, 2006, for a
five-year term.

Northwest Airlines and Worldspan agree that in connection with
the assumption, Worldspan will have an allowed $15,635,000
general unsecured claim for the prepetition amounts due under the
PCA.  

The parties agree that the allowance of Worldspan's prepetition
claim, together with the accommodations and financial
arrangements encompassed by the terms of the Content Agreement,
satisfy any "cure" obligations Northwest Airlines has to
Worldspan under Section 365.

Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, tells the Court that the PCA allows Northwest
Airlines to continue to have access to an important component of
Northwest Airlines' distribution process.

The Content Agreement provides for immediate savings in reduced
distribution costs, and further augments the benefits under the
PCA by providing for additional and enhanced Northwest Airlines
content to be made available to users of the Worldspan GDS.

                    About Northwest Airlines

Northwest Airlines Corporation (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 28; Bankruptcy Creditors' Service, Inc.,
215/945-7000).


NORTHWEST AIRLINES: Wants Court Nod on ALPA CBA Modifications
-------------------------------------------------------------
Northwest Airlines, Inc., and Northwest Airlines Corp. seek the
U.S. Bankruptcy Court for the Southern District of New York's
authorization to enter into certain modifications to their
collective bargaining agreement with the Air Line Pilots
Association, International, as embodied in an ALPA Restructuring
Agreement.

The ALPA CBA, which became effective December 1, 2004,
establishes the wages, hours, and terms and conditions of the
employment of the Debtors' ALPA-represented pilots.

The ALPA CBA is a "bridge agreement" intended to give Northwest
labor cost relief while it negotiated with other unions.  ALPA
agreed to $250,000,000 in annual cost reductions from year 2002
levels of wages and benefits.  The reductions included wage cuts,
and an agreement by the pilots to pay 20% of their contractual
medical insurance premiums.

In line with their target to achieve $1,365,110,000 in annual
labor cost savings postpetition, the Debtors, on October 12,
2005, filed a request to reject nine collective bargaining
agreements with their six unions pursuant to Section 1113(c) of
the Bankruptcy Code.

To provide an opportunity to reach a consensual labor agreement,
on November 7, 2005, the Debtors and ALPA reached an interim
agreement under Section 1113(e) to continue negotiations while
deferring the hearing on the Debtors' Section 1113(c) request.  
ALPA agreed to temporary pay cuts of 23.9%, as well as reductions
in certain pay premiums and allowances, and certain changes to
pay for sick leave and vacation pay.  

On January 31, 2006, the Debtors, with ALPA's support, obtained
Court approval to freeze the pilots' accrual of benefits under
certain defined benefit pension plans.

On March 3, 2006, the Debtors and ALPA's negotiating committee
reached the ALPA Restructuring Agreement, a tentative agreement
that provides for modification of the ALPA CBA.  The pilots
ratified the Agreement on May 3, 2006.

The ALPA Restructuring Agreement provides comprehensive terms for
wage reductions, work and scope rule changes and other terms that
will provide approximately $358,000,000 per year in cost savings
for the Debtors, Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP, in New York, relates.

Specifically, the parties agree to:

   (1) a 23.9% across-the-board pay reduction and pay increases
       of 1.5% in 2008-2010 and 2% in 2011;

   (2) modifications to work rules, including an increase in
       monthly maximum, modification to widebody aircraft
       augmentation requirements and reductions in penalty pay,
       vacation accrual, sick leave costs, wage premiums and
       certain other benefits;

   (3) changes in scope requirements, including more opportunity
       for domestic and international codesharing, and
       flexibility to continue existing or enter into new joint
       ventures; and

   (4) scope modifications permitting a number of 76 seat jets
       that may be flown at a subsidiary and a number of 77-100
       seat jets that may be flown at the Debtors' mainline
       operations.

Mr. Petrick relates that the consensual reductions in wages and
other cost savings:

    -- meet the Debtors' reduction requirements from ALPA;

    -- are consistent with the assumptions of the Debtors'
       business plan; and

    -- will put the Debtors' cost structure with respect to the
       pilots on competitive terms with other carriers.

Mr. Petrick also notes that the ALPA Restructuring Agreement
achieves cost savings and labor harmony for an extended period of
time.  The Agreement has an amendable date on the earlier of (i)
December 31 of the 4th calendar year after the Debtors' exit from
Chapter 11 or (ii) December 31, 2011.  

                        Profit Sharing

In addition to the cost savings and scope relief realized, the
ALPA Restructuring Agreement provides for the pilots'
participation in a profit sharing plan.

The terms of profit sharing plan are:

   (a) if the Debtors' pre-tax income as a percent of revenue for
       any year in which the plan is in place is less than or
       equal to 10%, the aggregate payout amount will be equal to
       10% of pre-tax income, provided the amount is in excess of
       $1,000,000;

   (b) if the Debtors' Pre-Tax Margin for a Plan Year is greater
       than 10%, the aggregate payout amount will be equal to the
       sum of:

         (i) 10% of that portion of income, which would have
             resulted in the Pre-Tax Margin being equal to 10%;
             and
    
        (ii) 15% of Income for the Plan Year in excess of the 10%
             Margin Portion,

       provided the sum is in excess of $1,000,000; and

   (c) if either the pre-tax income or the sum of 10% Margin
       Portion and the 15% Excess Margin Portion is less than
       $1,000,000, the aggregate payment amount will be zero.

Each participant's award will be paid in cash in one lump sum no
later than April 15 immediately following the end of the year
with respect to which the award is paid.

                  $888,000,000 Prepetition Claim

ALPA will have an allowed $888,000,000 general unsecured claim in
the Debtors' Chapter 11 cases in respect of the concessions it
made:

    Source of Savings            Effective Date           Savings
    -----------------            --------------           -------
    ALPA Bridge Agreement     12/01/04 - 12/31/06    $521,000,000
    Interim Agreement         11/15/05 - 02/28/06      81,000,000
    Restructuring Agreement   04/01/06 - 12/31/06     269,000,000
    Retiree Medical           04/01/06 - 12/31/06      17,000,000
                                                     ------------
                                    T O T A L        $888,000,000

The Claim will arise upon the effective date of the Debtors' plan
of reorganization and the assumption of the ALPA Restructuring
Agreement.

The NWA Master Executive Council will have the authority to
determine the manner of distribution of the ALPA Claim.  The
Claim will not be allowed for voting purposes.

If the Debtors agree that any pre-ALPA Restructuring Agreement
grievance claims with any other union "ride through" the Chapter
11 cases, any similarly situated ALPA grievance claims will ride
through to the same extent.  

No other claims will arise in connection with any agreement with
ALPA.  Any grievance claims arising under the ALPA Restructuring
Agreement during the period after it becomes effective and before
its rejection will constitute costs and expenses of
administration of the Chapter 11 cases.

                    Plan of Reorganization

The parties agree that any plan of reorganization of the Debtors
will include certain provisions for exculpation or release of
ALPA.

To the extent that the Agreement has not been rejected:

    -- any plan of reorganization of the Debtors will provide for
       the assumption of the ALPA Restructuring Agreement; and

    -- the Debtors will not file, sponsor or support confirmation
       of a plan of reorganization that does not provide for
       assumption of the Agreement.

The Debtors agree to indemnify ALPA in connection with the
implementation and negotiation of the ALPA Restructuring       
Agreement and certain other agreements between them.

            Cost Reductions from Other Labor Groups

The ALPA Restructuring Agreement will not become effective until
the Debtors implement, through binding agreement or legal
unilateral authority, revisions to:

    -- the labor contracts of the Debtors' other unionized
       employees; and

    -- the wages, benefits and working conditions of the Debtors'
       non-union employees,

The aggregate revisions must be reasonably projected to produce
$963,000,000 in average annual savings in labor costs from
January 1, 2006, through December 31, 2010, excluding any
implementation, severance, or separation program costs.

If subsequent to the effective date and during the term of the
ALPA Restructuring Agreement, excluding any status quo period,
the Debtors make a material aggregate improvement in the wage
rates, work rules, benefits or other compensation of:

    -- the International Association of Machinist,
    -- the Professional Flight Attendants Association,
    -- the Aircraft Technical Support Association,
    -- the Northwest Airlines Meteorologists Association,
    -- the Transport Workers Union Of America, or
    -- the Aircraft Mechanics Fraternal Association employees,

then that improvement or its proportional hard dollar equivalent
will be automatically applied to reduce the labor cost savings
agreed upon for ALPA-represented employees.

                         Other Terms

Upon its emergence from bankruptcy, Northwest will make a
$16,800,000 lump sum payment to the pilots.  ALPA will determine
the allocation of the payment.

As payment of fees and expenses incurred by ALPA related to the
restructuring negotiations, Northwest will credit the "ALPA Bank"
with $1,500,000 on June 1, 2006.  

Northwest and ALPA, concurrently with the ALPA Restructuring
Agreement, will execute agreements related to:

     * incentive performance plan for pilots,
     * profit sharing plan,
     * bankruptcy protection, release, and indemnification,
     * pension benefits for pilot employees, and
     * pilot early retirement program.

Mr. Petrick tells the Court that the ALPA Restructuring Agreement
modifies the ALPA CBA to achieve many of the Debtors' financial
requirements on terms acceptable to ALPA.  

At the same time, the ALPA Restructuring Agreement resolves part
of the complex Sections 1113(c) and 1113(e) litigation as it
relates to ALPA, eliminates uncertainty as to the terms of
employment for a very substantial employee group, and eliminates
the risk of work interruption and other adverse consequences for
the Debtors.

                    About Northwest Airlines

Northwest Airlines Corporation (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 28; Bankruptcy Creditors' Service, Inc.,
215/945-7000).


OCA INC: Disclosure Statement Hearing Slated for June 19
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
scheduled the hearing to consider the adequacy of OCA, Inc.'s
joint disclosure statement explaining its joint chapter 11 plan on
June 19, 2006, 9:00 a.m. at Hale Boggs Federal Building, Room B-
705, 7th Floor, 500 Poydras St., in New Orleans, Louisiana.

Objections to the Disclosure Statement must be filed not later
than June 12, 2006.

As reported in the Troubled Company Reporter on May 16, 2006, the
Court approved a Plan Support Agreement in which the Debtor, its
senior lenders (Bank of America, as agent, and affiliates of
Silver Point Capital), and the Official Committee of Unsecured
Creditors agreed to support the approval and confirmation of the
Plan.

                        Terms of the Plan

Under the Plan, the amount of senior secured indebtedness held by
the Senior Lenders will be reduced from approximately $92 million
to $50 million.  The Senior Lenders will receive under the Plan
all of the equity of the reorganized Debtor upon exit from chapter
11.

The Debtor's unsecured creditors will receive a cash payment equal
to $2,700,000 and will be eligible to receive additional deferred
cash payments up to the full amount of their allowed claims after
certain distributions and permanent cash paydowns to senior
lenders exceed $100 million.

All of the Debtor's outstanding stock will be cancelled; however,
the Debtor's existing shareholders will be eligible to receive
deferred cash payments equal to $1,500,000 after certain
distributions and permanent cash paydowns to the Senior
Lenders exceed $115 million, an additional $3,500,000 if the
distributions and paydowns exceed $150 million and certain
additional amounts if such distributions and paydowns are larger
than these amounts.

                     DIP Financing Approval

The Debtor also received a final order from the Court approving
its debtor-in-possession revolving credit financing with Bank of
America as agent, and Silver Point Capital pursuant to which the
Debtor will be able to obtain debtor-in-possession financing of
up to $15,000,000.  Upon exit from bankruptcy, the Senior Lenders
have committed (subject to the terms of the Plan Support
Agreement) to a new working capital facility to be used to pay off
amounts borrowed under the DIP loan and for general corporate
purposes.

                         CEO Termination

In addition, the Debtor reported that, consistent with the terms
of the Plan Support Agreement, Bart Palmisano, Sr. was terminated
as CEO.  Michael Gries, the Debtor's Chief Restructuring Officer,
will, effective immediately, assume the additional position of
Interim Chief Executive Officer.

"We are encouraged by the significant support demonstrated by the
Company's senior lenders and the Official Committee of Unsecured
Creditors, as well as the Company's vendors and employees," Mr.
Gries said.  "We also appreciate the continuing loyalty and
support of our affiliated orthodontists and dentists.  We have met
and discussed the Company's restructuring plan with many of our
affiliated doctors and look forward to continuing that dialogue
throughout the remaining pendency of the case.  The Company's
restructuring is progressing at a very rapid pace, and we hope to
emerge from chapter 11 by the end of the summer."

A full-text copy of the Debtor's Joint Plan of Reorganization is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=060515213155  

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

  http://www.researcharchives.com/bin/download?id=060515213437

                        About OCA

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

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


OMI TRUST: S&P Lowers Class M-1 & M-2 Transactions' Ratings to CC
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on class
M-1 from OMI Trust 1999-D and class M-2 from OMI Trust 2002-C to
'CC' from 'CCC-'.

The lowered ratings reflect the unlikelihood that investors will
receive timely interest and the ultimate repayment of their
original principal investments.  Each class experienced its
initial principal write-down on the May 2006 payment date, and
each is expected to have a liquidation loss interest shortfall on
the next payment date.

Standard & Poor's believes that interest shortfalls for these
deals will continue to be prevalent in the future in light of the
adverse performance trends displayed by the underlying pools of
manufactured housing retail installment contracts originated by
Oakwood Homes Corp., as well as the location of write-down
interest at the bottom of the transactions' payment priorities
(after distributions of senior principal).

Standard & Poor's will continue to monitor the outstanding ratings
associated with these transactions in anticipation of future
defaults.
   
Ratings Lowered:
   
                        OMI Trust 1999-D
   
                             Rating

                       Class   To    From
                       -----   --    ----
                        M-1    CC    CCC-
   
                        OMI Trust 2002-C
   
                             Rating

                       Class   To    From
                       -----   --    ----
                        M-2    CC    CCC-


OWENS CORNING: Files Sixth Amended Plan & Disclosure Statement
--------------------------------------------------------------
Owens Corning and its debtor-affiliates, the Official Committee Of
Asbestos Claimants and the Legal Representative for Future
Claimants filed a sixth amended plan of reorganization and an
accompanying disclosure statement with the Bankruptcy Court on
June 5, 2006.

As previously reported, the Plan Proponents, the Official
Representatives of Bondholders and Trade Creditors, the Ad Hoc
Equity Holders' Committee and the Ad Hoc Bondholders' Committee
executed an agreement in principle on May 10, 2006, for key terms
of a new plan of reorganization, which terms are now incorporated
in the Sixth Amended Plan.

Pursuant to the Settlement Term Sheet, the Sixth Amended Plan
assumes Owens Corning's enterprise value at $5,858,000,000 upon
emergence.  Owens Corning's asbestos personal injury claims are
fixed at $7,000,000,000.

             New OCD Securities and Rights Offering

Under the Sixth Amended Plan, the existing equity of Owens Corning
will be extinguished and 131,400,000 shares of common stock of
Reorganized OCD will be issued.

The Reorganized Debtors will also issue Class A11 and Class A12
Warrants.  The Class A11 Warrants will consist of warrants to
obtain approximately 17,500,000 shares of New OCD Common Stock --
11.167% on a fully diluted basis before any management stock --
with an exercise price of $43.00 per share.  The Class A12
Warrants will consist of warrants to obtain approximately
7,800,000 shares of New OCD Common Stock -- 5% on a fully diluted
basis before any management stock options -- with an exercise
price of $45.25 per share.

On or before the effective date of the Sixth Amended Plan, the
Reorganized Debtors will have executed and consummated a
$2,187,000,000 rights offering and secured a $1,800,000,000 exit
facility.

Pursuant to the rights offering, holders of eligible Class A5
Bondholders Claims, Class A6-A OCD General Unsecured Claims, and
Class A6-B OCD General Unsecured/Senior Indebtedness Claims would
be offered the opportunity to subscribe for up to their pro rata
share of 72,900,000 shares of the New OCD Common Stock at a
purchase price of $30.00 per share.

On May 10, 2006, Owens Corning and J.P. Morgan Securities Inc.
executed an equity commitment agreement.  JPMorgan will acquire
shares not sold pursuant to the Rights Offering.  Owens Corning is
obligated to pay a $100,000,000 backstop fee.

                        Asbestos PI Claims

All asbestos personal injury claims will be channeled to an
asbestos personal injury trust, and will paid pursuant to the
terms and provisions of a trust distribution procedures and a
asbestos personal injury trust agreement.

On the Effective Date, Owens Corning will pay the Asbestos PI
Trust, among others, $2,872,000,000 in cash and assign the Trust
all rights to any insurance recoveries.

                     Proposed Effective Date

As set forth in the Settlement term Sheet, the Plan must be
effective no later than October 30, 2006, or at a later date as
the Plan Proponents will unanimously agree.

             Directors and Officers at Effective Date

The Reorganized Debtors' Board of Directors will initially consist
of 16 members, consisting of the 12 continuing directors, one
member to be named by the ACC, one to be named by the FCR, and two
by the Ad Hoc Bondholders' Committee.

The Reorganized Owens Corning Board will be divided into three
classes -- Class I, Class II and Class III -- with five directors
in Class I, five in Class II and six in Class III.  Eleven of the
continuing directors will serve in Class II and Class III, and the
remaining directors will serve in Class I.

At the first annual meeting of stockholders, which will be held no
earlier than the first anniversary of the Effective Date, the
terms of office of the Class I directors will expire and Class I
directors will be elected for a full term of three years.  

                      Plan Support Agreement

Pursuant to a plan support agreement dated May 10, 2006, certain
holders of prepetition bonds issued by Owens Corning agreed to
support the Sixth Amended Plan.

             Disclosure Statement Hearing on July 10

The Court will hold a hearing to consider the adequacy of the
Disclosure Statement accompanying the Sixth Amended Plan on
July 10, 2006, at 9:00 a.m. in Pittsburgh, Pennsylvania.

Objections to the Disclosure Statement must be filed by June 26.

A hearing to consider confirmation of the Sixth Amended Plan has
been scheduled for September 18, 2006, at 9:00 a.m.

A full-text copy of Owens Corning's Sixth Amended Plan is
available for free at http://ResearchArchives.com/t/s?b1c

A full-text copy of Owens Corning's Sixth Amended Disclosure
Statement is available for free at:

               http://ResearchArchives.com/t/s?b1d

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


PLIANT CORP: Creditors Vote to Accept Joint Reorganization Plan
---------------------------------------------------------------
Pliant Corporation and its debtor-affiliates report that following
the solicitation of acceptances of their Second Amended Joint Plan
of Reorganization, which ended on May 22, 2006, every Impaired
Class of Claims and Interests entitled to vote on the Plan
overwhelmingly voted to accept the Plan.

In each class entitled to vote, the Debtors note that more than
94% of those voting (by dollar amount) voted to support the Plan:

                               % of Dollar Amount    % of No. of
                               of Claims/Shares of   Holders
                               Interests Voting to   Voting to
   Class   Description         Accept the Plan       Accept Plan
   -----   -----------         -------------------   -----------
     3     Revolving Credit          100.00%           100.00%
           Facility Claims

     7     Old Note Claims            94.34%            74.16%

     8     Intercompany              100.00%           100.00%
           Company Claims

     9     Series A Preferred         99.97%             N/A
           Stock Interests

    10     Series B Preferred        100.00%             N/A
           Stock Interests

    11     Outstanding Common         97.87%             N/A
           Stock Interests

According to Robert S. Brady, Esq., at Young, Conaway, Stargatt &
Taylor, LLP, in Wilmington, Delaware, the level of support of the
Plan is not surprising, as the Plan is a product of a prepetition
compromise and agreement with the holders of more than 66-2/3% of
Pliant's 13% Senior Subordinated Notes, the holders of a majority
of the outstanding shares of Pliant's mandatorily redeemable
preferred stock and the holders of the outstanding shares of
Pliant's common stock.  

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  James F. Conlan, Esq.,
at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, represent the
Debtors in their restructuring efforts.  The Debtors tapped
McMillan Binch Mendelsohn LLP, as their Canadian bankruptcy
counsel.   The Ontario Superior Court of Justice named RSM
Richter, Inc., as the Debtors' information officer in their
restructuring proceeding under Companies Creditors Arrangement Act
in Canada.  Kenneth A. Rosen, Esq., at Lowenstein Sandler, P.C.,
serves as counsel to the Official Committee of Unsecured
Creditors.  Don A. Beskrone, Esq., at Ashby & Geddes, P.A., is
local counsel to the Creditors' Committee.  As of Sept. 30, 2005,
the company had $604,275,000 in total assets and $1,197,438,000 in
total debts.  (Pliant Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PLIANT CORP: Files Memorandum of Support for Second Amended Plan
----------------------------------------------------------------
Pliant Corporation and its debtor-affiliates assert that their
Second Amended Joint Plan of Reorganization does not impair the
Holders of First Lien Note Claims or Second Lien Note Claims.

The Plan provides alternative forms of consideration to holders
of Old Note Claims, Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, LLP, in Wilmington, Delaware, asserts.

Mr. Brady insists that the Plan meets the feasibility requirement
of Section 1129(a)(11) of the Bankruptcy Code.

Mr. Brady points out that upon emergence from bankruptcy, the
Debtors will have:

   -- reduced debt by more than $300,000,000;

   -- eliminated $40,000,000 per year of cash pay interest;

   -- an EBITDAR/cash interest ratio of 2.5:1;

   -- negotiated a $200,000,000 exit facility that will provide a
      liquidity cushion at emergence of more than $60,000,000;

   -- made substantial progress in reinstating normal trade
      credit terms with their principal suppliers; and

   -- adjusted their contracting and procurement practices in a
      manner that substantially reduces their exposure to risk.

In addition, over the 2006-2009 period, the Debtors' business
will be cash generative and their EBITDAR to cash interest ratio
will increase from 2.5/1 to 5.3/1, Mr. Brady says.

By 2009, the Debtors will have sufficient cash to pay down their
$200,000,000 exit facility and their leverage ratio will be
4.0/1, Mr. Brady relates.

Additionally, Mr. Brady continues, the evidence will show that
the projections underlying the Debtors' business plan were based
on a thorough analysis of their operations and that the
assumptions underlying their business plan are conservative.

Mr. Brady also argues that the Emergence Bonus program does not
pay bonuses simply based on the fact of emergence nor are the
participants rewarded simply for continuing their employment
until a certain date.

According to Mr. Brady, the emergence bonuses are dependent upon
several performance-based criteria:

   (1) the Emergence Date, which motivates management to strive
       for an expeditious emergence from Chapter 11;

   (2) the Recovery to Trade Creditors, which is achieved if the
       Debtors' trade creditors will receive payment in full
       through a plan of reorganization or payment pursuant to
       consensual terms between the Debtors and the trade
       creditors; and

   (3) the Capital Structure, which is created in part through
       the reduction of cash interest payments that would
       reasonably be anticipated in the future to allow for
       capital expenditures at industry benchmarked investment
       rates, and result in a market-based credit profile at bond
       maturities.

Mr. Brady adds that Buck Consultants, an independent compensation
consultant who has reviewed emergence bonus programs of other
Chapter 11 debtors, reviewed the Emergence Bonus program and
concluded that:

   (a) the proposed program is fair, reasonable and necessary to
       fairly compensate and incentivize management with respect
       to the substantial bankruptcy-related duties that
       transcend their typical day-to-day responsibilities;

   (b) the performance metrics are appropriate for a company in
       bankruptcy;

   (c) the participants included in the proposed Emergence Bonus
       program are appropriate;

   (d) the proposed number of participants is low compared to
       market;

   (e) the total cost of the program is below median market
       level;

   (f) the total Emergence Bonus program cost at target as a
       percentage of revenue is below median market level; and

   (g) the total Emergence Bonus program cost relative to the
       level of participation is consistent with the market.

Accordingly, the Debtors ask the Court to overrule the objections
and confirm the Plan.

The Debtors also ask Judge Walrath to allow their Brief in
Support of Confirmation of a Plan of Reorganization to exceed the
40-page limit under the Court's chambers procedures.  The
Debtors' Memorandum reached 73 pages.  

According to the Debtors, they need to adequately respond to each
of the issues raised in the Confirmation Objections.

A full-text copy of the Debtors' 73-page Memorandum is available
for free at http://ResearchArchives.com/t/s?b04

                   Committee Also Supports Plan

Don A. Beskrone, Esq., at Ashby & Geddes, P.A., in Wilmington,
Delaware, tells the Court that the Official Committee of
Unsecured Creditors, through its professionals, has:

     (i) reviewed the Amended Plan;

    (ii) reviewed the Commitment Letter; and

   (iii) participated in the discovery that was conducted in
         anticipation of the Confirmation Hearing.

The Committee believes that the Amended Plan provides a
significant recovery to unsecured creditors and asks the Court to
confirm the Amended Plan.

The Committee concedes that the Debtors have taken significant
measures to position their business to succeed in the future and
have secured an exit financing facility that appears to provide
appropriate liquidity.

         Parties Also Respond to Confirmation Objections

1. Sub Note Committee

The ad hoc committee of certain holders of 13% Senior
Subordinated Notes due 2010 joins in the Debtors' Response to the
Confirmation Objections, particularly the Debtors' evidence and
arguments in support of feasibility.

2. Bank of New York

The Bank of New York -- as the indenture trustee for each of the
13% Senior Subordinated Notes due 2010 issued pursuant to an
indenture dated as of May 31, 2000, and the 13% Senior
Subordinated Notes due 2010 issued pursuant to an indenture dated
as of April 10, 2002 -- opposes the contention that the Plan
impairs the claims of the Lien Notes and violates the
subordination provisions of the Subordinated Indentures.

Christopher A. Ward, Esq., at The Bayard Firm, in Wilmington,
Delaware, notes that the Plan proposed by the Debtors cures all
payment defaults of the Lien Notes, reinstates their maturity,
compensates for all damages and other actual pecuniary losses
with respect to the Lien Notes and otherwise reinstates all of
the rights with respect to the Lien Notes.

"In short, the claims in respect of the Lien Notes are left
unimpaired by the Plan," Mr. Ward says.

Mr. Ward asserts that the Objections of the Lien Noteholders are
without merit.

"What the Objectors are really after is an improvement in their
recovery over and above what they had originally bargained for
and are entitled to under their agreements with the Debtors.  
Such a result is prohibited by the Bankruptcy Code and should not
be countenanced by [the] Court," Mr. Ward says.

Thus, the Bank of New York asks the Court to (a) determine that
the Plan leaves the claims in Class 4 (First Lien Notes) and
Class 5 (Second Lien Notes) unimpaired; and (b) conclude that the
treatment of, and distributions to be made in respect of, the
claims in Class 7 (Subordinated Notes) do not violate the
Subordinated Indentures.

3. JP Morgan Partners

Certain affiliates of JP Morgan Partners holding Series A
Redeemable Preferred Stock and Common Stock ask Judge Walrath to
overrule the Confirmation Objections.

Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell,
LLP, in Wilmington, Delaware, insists that the Plan does not
impair the Senior Secured Debt.  The Objections that the Plan
violates Section 1129 of the Bankruptcy Code should not be given
any weight, Mr. Werkheiser says.  "Either the Plan is confirmable
because (i) it pays the Senior Secured Debt in full as required
by the relevant indenture before distribution may be made to
junior creditors or (ii) the distribution is permitted under the
indenture's 'x-clause' whether the Senior Secured Debt is paid in
full or not."

Mr. Werkheiser adds that to the extent the Additional Bondholder
Consideration and payment of attorney's fees is determined to
impair the Senior Secured Notes, the Plan provides that the
holders of the Senior Subordinated Notes will not be entitled to
that payment.

                  Debtors File Updated Exhibits

On May 26, 2006, the Debtors also delivered updated exhibits to
the Debtors' Second Amended Joint Plan of Reorganization:

1. Certificate of Incorporation of New Pliant

   The company's Amended and Restated Certificate of
   Incorporation provides that total number of shares of stock
   that the Corporation has the authority to issue is
   "[100,336,400]", consisting of:

   (a) 335,600 shares of Series AA Redeemable Preferred Stock;
   (b) 8,000 shares of Series M Preferred Stock; and
   (c) 100,000,000 shares of Common Stock.

   A full-text blacklined copy of Pliant's Amended and Restated
   Certificate of Incorporation is available for free at:

               http://ResearchArchives.com/t/s?b05

2. New Pliant Stockholders Agreement

   The Debtors made non-material changes to their Stockholders
   Agreement, a full-text blacklined copy of which is available
   for free at http://ResearchArchives.com/t/s?b06

3. Pliant Corporation Deferred Cash Incentive Plan

   The Deferred Cash Incentive Plan provides that the "Maximum
   In-Kind Amount" now means the lesser of:

   (x) the aggregate amount of the Bonus Pool created in
       connection with the Liquidation Event minus the Mandatory
       Cash Portion, and

   (y) the Applicable Percentage of the Pre-Hurdle Retained
       Securities Amount.

   A full-text blacklined copy of the Deferred Cash Incentive
   Plan is available for free at:

               http://ResearchArchives.com/t/s?b07

Mr. Brady discloses that the Debtors are currently contemplating
that each insider director of New Pliant will receive a
director's fee that is commensurate with the fees paid to the
other directors of New Pliant.  The directors of Old Pliant were
paid approximately $30,000 per year.  The Debtors estimate that
the insider directors of New Pliant will receive at least that
amount, subject to adjustment based on a final determination of
the amount to be paid to New Pliant's directors generally.

Mr. Brady adds that Pliant Solution Corporation's intercompany
claim for $31,340,061 against Pliant Corporation is cancelled
pursuant to the Plan.

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  James F. Conlan, Esq.,
at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, represent the
Debtors in their restructuring efforts.  The Debtors tapped
McMillan Binch Mendelsohn LLP, as their Canadian bankruptcy
counsel.   The Ontario Superior Court of Justice named RSM
Richter, Inc., as the Debtors' information officer in their
restructuring proceeding under Companies Creditors Arrangement Act
in Canada.  Kenneth A. Rosen, Esq., at Lowenstein Sandler, P.C.,
serves as counsel to the Official Committee of Unsecured
Creditors.  Don A. Beskrone, Esq., at Ashby & Geddes, P.A., is
local counsel to the Creditors' Committee.  As of Sept. 30, 2005,
the company had $604,275,000 in total assets and $1,197,438,000 in
total debts.  (Pliant Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


POKAGON GAMING: S&P Puts B Rating on Proposed $305 Million Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to the
Pokagon Gaming Authority's proposed $305 million senior notes due
2014.  Proceeds from the proposed note issue will be used to help
fund the construction of the Four Winds Casino & Resort.

Concurrently, a 'B' issuer credit rating was assigned to the PGA.
The outlook is stable.

The PGA is expected to have approximately $480 million in pro
forma consolidated peak level debt outstanding.

The ratings on the PGA reflect:

   * its narrow business position as an operator of a single
     casino once its Four Winds Casino & Resort opens in the third
     quarter of 2007;

   * a competitive market environment with another facility less
     than 15 miles away; and

   * construction risks associated with the development of the
     facility.

Still, the operating performance of the PGA's Four Winds is
expected to be satisfactory upon its opening, the pro forma
capital structure provides for a ramp-up period, relatively
adequate construction contingencies exist in the event of cost
overruns, and pro forma credit measures are expected to be good
for the rating.

Dowagiac, Michigan-based PGA was created to operate Four Winds for
the Pokagon Band of Potawatomi Indians.  The PBPI is one of nine
federally recognized Native American tribes in Michigan operating
17 land-based Class III gaming facilities.  The Tribe's compact
with the State of Michigan became effective in 1999 and expires in
2019.

The gaming compact permits the operation of Class III gaming,
including an unlimited number of slot machines and table games,
and requires the PBPI to pay 8% of net slot revenues to the state
and 2% of net slot revenues to specified local governments.  

However, there are currently two pending lawsuits challenging the
validity of (or the validity of certain provisions of) the tribal
state compacts between Michigan and four Native American tribes,
including the PBPI.  While the timing and outcome of these
challenges are uncertain, it is Standard & Poor's expectation that
a resolution will be reached that will not disrupt the operation,
once opened, at Four Winds.


PROVIDENTIAL HOLDINGS: Buys Western Medical Assets for $5.25 Mil.
-----------------------------------------------------------------
Providential Holdings Inc. signed an asset purchase agreement to
acquire key assets of Western Medical Inc., an Arizona corporation
engaged in the business of selling durable medical equipment and
providing related services, with locations in Prescott and Tucson,
Arizona, and headquarters in Phoenix.

According to the asset purchase agreement, Providential Holdings
will purchase key assets, valued at approximately $15 million, of
Western Medical Inc. for $5.25 million in cash.  These assets
include:

   (i) all of the Western's inventory, now or hereafter owned or
       acquired by Western wherever located, including all
       inventory, merchandise, goods and other personal property
       which are held by or on behalf of Western for sale or lease
       or are furnished or are to be furnished under a contract of
       service or which constitute raw materials, whole goods,
       spare parts or components, work in process or materials
       used or consumed or to be used or consumed in Western's
       business or in the processing, production, packaging,
       promotion, delivery or shipping of the same, including
       other supplies;

  (ii) all right, title and interest of Western's accounts
       receivable, other receivables, book debts and other forms
       of obligations, whether arising out of a sale, lease or
       other disposition of goods or other property, out of a
       rendering of services, or otherwise arising under any
       contract or agreement; rights in, to and under all purchase
       orders or receipts for goods or services; rights to any
       goods represented or purported to be represented by any of
       the foregoing (including unpaid seller's rights of
       rescission, replevin, reclamation and stoppage in transit
       and rights to returned, reclaimed or repossessed goods);
       and monies due or to become due to Western under all
       purchase orders and contracts for the sale or lease of
       goods or the performance of services or both by Western
       (but only to the extent Providential or its designated
       subsidiary assumes and performs under such purchase orders
       and contracts), including the proceeds of the foregoing:

(iii) all of Western's owned equipment, including all machinery,
       vehicles, furniture, fixtures, manufacturing equipment,
       shop equipment, office and record-keeping equipment, parts,
       telephone systems, tools and supplies; provided, however,
       Providential will not acquire: any leased equipment unless
       Providential assumes the applicable lease and is assigned
       by order of the Bankruptcy Court;

  (iv) to the extent legally transferable under applicable law,
       all Western's rights and interests in its general
       intangible, including Western's Medicare provider number,
       all contract rights, including those pertaining to AHCCCS,
       licenses, permits, patents, patent applications,
       copyrights, trademarks, trade names, trade secrets,
       Western's rights in its telephone numbers, customer or
       supplier lists, product information and formulae and
       contracts, manuals, operating instructions, permits,
       franchises, the right to use Western's name, and the
       goodwill of Western's business; together with

   (v) all substitutions and replacements for and products of any
       of the foregoing property,

  (vi) in the case of all tangible property, together with all
       accessions, accessories, attachments, parts, equipment and
       repairs attached or affixed to or used in connection with
       any such goods, and all warehouse receipts, bills of
       lading and other documents of title now or hereafter
       covering such goods, and

(vii) all proceeds of any and all of the foregoing property.

To accomplish the contemplated purchase, Western Medical and
Providential Holdings expect that Western Medical will file a
Chapter 11 Petition within five business days of the execution of
the asset purchase agreement.  Thereafter, they will move for the
authority to sell the assets to Providential and provide for the
assumption and assignment of certain executory contracts to
Providential under the terms of the agreement.  Both companies
understand and acknowledge such sale will be subject to higher and
better bids that may be asserted and approved by the Bankruptcy
Court. Further, Providential may, in its sole discretion, advance
financing to allow Western Medical to purchase equipment and
inventory to fulfill customer orders prior to the closing under
this agreement.  he terms of such financing, if any, will be
documented separately and conditioned upon Providential reaching
an agreement with the M&I Marshall Isley Bank vis-a-vis the
security and priority afforded to such financing, and, if
applicable, the Bankruptcy Court approval.

Providential has received several indications of interest and
commitments from various institutional investors to fund the
purchase of these assets.  The closing of this transaction is
subject to the approval of the Bankruptcy Court and other
conditions as described in the asset purchase agreement; and is
expected to occur on an agreed-upon date no later than 10 business
days following entry of a final Sale Order by the Bankruptcy
Court.

Robert Buceta, corporate strategist of Providential Holdings, who
is instrumental in the process of this asset purchase transaction,
commented: "We look forward to building an exceptional company at
all levels.  Our experienced management team will make Western
Medical an industry leader in providing the highest quality
services and products for home health care.  We firmly believe
that our growth and accomplishments stem from the caliber of our
employees, who strive to exceed our clients' expectations."

                       About Providential

Basedin Huntington Beach, California, Providential Holdings, Inc.
(OTCBB:PRVH) -- http://www.phiglobal.com/-- specializes in  
mergers and acquisitions and invests in international markets.  
The Company acquires and consolidates special opportunities in
selective industries to create additional value, acts as an
incubator for emerging companies and technologies, and provides
financial consultancy and M&A advisory services to U.S. and
foreign companies.

                          *     *     *

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 14, 2005,
Kabani & Company, Inc., raised substantial doubt about
Providential Holdings, Inc.'s ability to continue as a going
concern after it audited the Company's financial results for the
year ended June 30, 2005.  The auditors pointed to the Company's
accumulated deficit and losses in the years ended June 30, 2005,
and 2004.  At March 31, 2006, the Company's balance sheet showed
accumulated deficit of $18,970,157.  The company posted a $186,050
net loss for the period ended March 31, 2006.


PSEG ENERGY: S&P Affirms BB- Corp. Credit Rating With Neg. Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its short-term corporate
credit rating on PSEG Energy Holdings LLC to 'B-2' from 'B-3'.

Standard & Poor's also affirmed its 'BB-' long-term corporate
credit rating on the company.  The outlook remains negative.

Newark, New Jersey-based PSEG Energy Holdings is an intermediate
holding company of Public Service Enterprise Group Inc. (BBB/Watch
Dev/A-3).  As of March 31, 2006, the company had $1.5 billion of
recourse debt and $880 million of project-level nonrecourse debt.

"The improvement in the short-term rating reflects the company's
use of proceeds of asset sales and repatriated cash to retire
future debt maturities," said Standard & Poor's credit analyst
David Bodek.

"However, we remain concerned about contingent liabilities
presented by ongoing IRS investigations into the propriety of
accelerated tax deductions related to leasing transactions," said
Mr. Bodek.

The rating on PSEG Energy Holdings is based on the company's
stand-alone credit quality, separate from other members of the
Public Service Enterprise Group.


PTC ALLIANCE: Disclosure & Confirmation Hearings Set for July 13
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
set a combined hearing on July 13, 2006, to determine the adequacy
of PTC Alliance Corp.'s Disclosure Statement and confirmation of
its prepackaged Chapter 11 Plan of Reorganization.

Objections to the Disclosure Statement or Plan must be filed by
5:00 p.m., on July 5, 2006.

The Plan seeks to restructure the Debtor's prepetition secured
debt and prepetition equity and improve its balance sheet.

                        Plan Funding

The Debtor tells the Court that on the effective date, it will
execute and deliver:

    a. a First Priority Exit Facility Agreement consisting of:

         * a revolving loan of up to $40 million to provide for
           ongoing capital requirements, and

         * a term loan in the aggregate principal amount of $30
           million;

    b. a New Second Priority Cash Pay Term Notes in the amount of
       $76.8 million; and

    c. a New Third Priority PIK Term Notes in the amount of
       $45.7 million.

                    Treatment of Claims

Under the plan, administrative expenses and priority tax claims
will be paid in full.

Non-tax priority claims, other secured claims, and general
unsecured claims will be reinstated.

Holders of Secured Bank Claims will receive their pro rata share
of the New Second Priority Cash Pay Term Notes.  In addition, on
the effective date, holders of these claims will receive payment,
in cash:

    a. all unpaid interest accrued as of the effective date on the
       claim at the default contract rate in accordance with the
       Prepetition Credit Agreement, compounded on each interest
       payment date to the extent not paid when due; and

    b. all unpaid fees and expenses of the Prepetition Agents and
       the Prepetition Lenders required to be paid pursuant to the
       Prepetition Credit Agreement.

Holders of Subordinated Secured Note Claims will receive their pro
rata share of the New Third Priority PIK Term Loan Notes.

Holders of the Old Class AA Preferred Stock Interests will receive
92% of the New Common Stock.

Holders of the Old Class BB Preferred Stock Interests will receive
8% of the New Common Stock, provided that if holders of the
Debtor's Old Class C and Class M Preferred Stock Interests does
not vote in favor of the plan, then holders of the Class BB Stock
will, retain all claims or causes of action against Class C and
Class Stock holders.

The Debtors tell the Court that if holders of the Old Class C and
Class M Preferred Stock Interests vote to accepts the plan and
execute the Mutual Release, then on the effective date:

    a. holders of the Class C stock will receive, in exchange for
       their interests, a pro rata share of the Class C Payment;
       and

    b. holders of the Class M stock will receive, in exchange
       for their interests, a pro rata share of the Class M
       Payment.

Old Common Stock Interests will be cancelled and holders will not
receive anything under the plan.

A full-text copy of the Debtor's disclosure statement is available
for a fee at:

  http://www.researcharchives.com/bin/download?id=060608054503

                         About PTC Alliance

Headquartered in Wexford, Pennsylvania, PTC Alliance Corp. --
http://www.ptcalliance.com/-- manufactures and markets welded and  
cold drawn mechanical steel tubing and tubular shapes, chrome-
plated bar products, fabricated parts, and precision components.  
The company filed for chapter 11 protection on May 10, 2006
(Bankr. W.D. Pa. Case No. 06-22110).  Eric A. Schaffer, Esq., at
Reed Smith LLP, represents the Debtor in its restrucutring
efforts.  No Officical Committee of Unsecured Creditors has been
appointed in the Debtor's bankruptcy proceedings.  When the Debtor
filed forprotection from its creditors, it estimated assets and
debts of more than $100 million.


PTC ALLIANCE: Court Approves Reed Smith as Bankruptcy Counsel
-------------------------------------------------------------
PTC Alliance Corp. obtained authority from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to employ Reed
Smith as its bankruptcy counsel.

Reed Smith is expected to:

    a. advise the Debtor with respect to its powers and duties as
       debtor and debtor-in-possession in the continued management
       and operation of its business and properties;

    b. attend meetings and negotiate with representatives of
       creditors and other parties-in-interest and advise and
       consult on the conduct of the chapter 11 case, including
       all of the legal and administrative requirement of
       operating in chapter 11;

    c. take all necessary action to protect and preserve the
       Debtor's estate, including the prosecution of actions on
       the Debtor's behalf, the defense of any actions commenced
       against the estate, and negotiations concerning all
       litigation in which the Debtor may be involved and
       objection to claims filed against the estate;

    d. prepare on behalf of the Debtor all motions, applications,
       answers, orders, reports, and papers necessary to the
       administration of the estates;

    e. appear before the bankruptcy court, any appellate courts,
       and the U.S. Trustee, and protect the interests of the
       Debtor's estate before the courts and the U.S. Trustee;

    f. take any necessary action on behalf of the Debtor to obtain
       confirmation of the Debtor's plan of reorganization; and

    g. perform all other legal services and provide all other
       necessary legal advice to the Debtor in connection with its
       chapter 11 case.

Eric A. Schaffer, Esq., a partner at Reed Smith, tells the Court
that the Firm's professionals bill:

       Professional                      Hourly Rate
       ------------                      -----------
       Partners                          $305 - $735
       Of Counsel                        $290 - $675
       Associates                        $210 - $440

       Legal Assistants, Paralegals,
       Support Staff                     $105 - $206

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

Headquartered in Wexford, Pennsylvania, PTC Alliance Corp. --
http://www.ptcalliance.com/-- manufactures and markets welded and  
cold drawn mechanical steel tubing and tubular shapes, chrome-
plated bar products, fabricated parts, and precision components.  
The company filed for chapter 11 protection on May 10, 2006
(Bankr. W.D. Pa. Case No. 06-22110).  Eric A. Schaffer, Esq., at
Reed Smith LLP, represents the Debtor in its restrucutring
efforts.  No Officical Committee of Unsecured Creditors has been
appointed in the Debtor's bankruptcy proceedings.  When the Debtor
filed forprotection from its creditors, it estimated assets and
debts of more than $100 million.


PULL'R HOLDINGS: U.S. Trustee Names Seven-Member Creditors Panel
----------------------------------------------------------------
The U.S. Trustee for Region 16 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors in Pull'R Holdings
LLC and its debtor-affiliates' chapter 11 cases:

   (1) ACE Paper Company
       Attn: Jeffrey Kaplowitz
       2835 E. Washington Blvd.
       Los Angeles, CA 90023
       Tel: (323) 268-1900

   (2) Bennett Group
       Attn: Dean Gavello
       2631 Meridian Street
       Orange, CA 92687
       Tel: (714) 336-0112
            (714) 289-0500

   (3) Fiskars Brands
       Attn: Robert Hanus
       2537 Daniels Street
       Madison, WI 53718
       Tel: (608) 294-4512

   (4) Leadgate Industries
       Attn: Steve Leiserson
       10845 C. Wheatlands Avenue
       Santee, CA 92071
       Tel: (619) 562-0626

   (5) 1601 Enterprise SQ 3
       Attn: Sara Houghton
       39 Wang Chiu Road
       Kowloon Bay, Hongkong
       Tel: 852 2976 8611

   (6) Top Star Group
       Attn: Bernard J. Reisberg
       8585 W. 78th Street, #200
       Bloomington, MN 55438
       Tel: (612) 281-6427

   (7) Worldwide Enterprises, Inc.
       Attn: Jack Petrone
       70 Commercial Way
       East Providence, RI 02914
       Tel: (401) 434-3900

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the chapter 11 cases to a liquidation
proceeding.

Headquartered in Santa Fe Springs, California, Pull'R Holdings LLC
-- http://www.pullr.com/-- sell contractors' equipment and
tools.  They are known for brands such as Bucket Boss, Dead On
Tools, and the Maasdam Pow'R-Pull line.   The Company and its
affiliate, Maasdam Pow'r Pull Inc., filed for bankruptcy
protection on April 27, 2006 (Bankr. C.D. Calif. Case No.
06-11669). Lawrence Diamant, Esq., at Robinson, Diamant &
Wolkowitz, APC, represent the Debtors in their restructuring
efforts.  An Official Committee of Unsecured Creditors has not yet
been appointed.  When the Debtors filed for bankruptcy, they
reported $1 million to $10 million in total assets and $10 million
to $50 million in total debts.


PUREBEAUTY INC: Gets Court Final Nod to on $4.75 Mil. DIP Facility
------------------------------------------------------------------
The Honorable Kathleen Thomson of the U.S. Bankruptcy Court for
the Central District of California in San Fernando Valley, gave
PureBeauty, Inc., and Pure Salons, Inc., final approval to borrow
$4.75 million from Webster Business Credit Corporation and
Heritage Fund III Investment Corporation.  

The Debtors will use the proceeds from the DIP loan to pay its
prepetition obligations to Webster Business and Heritage Fund III.  
When they filed for bankruptcy, the Debtors owed Webster Business
around $973,734, under a Loan and Security Agreement dated Oct.
31, 2001, as amended.  Heritage Fund III is owed $2.4 million in
secured loans as of that date.  

The Court reserves the right for the Official Committee of
Unsecured Creditors to seek for:

   -- disallowance of these lenders' claims; and
   -- avoidance of security or collateral interest in the Debtors'
      assets.

The Court also granted, on interim basis, the DIP Lenders
superpriority administrative claim over the Debtors' assets
subject to a $320,000 carve-out to pay for retained professionals
in the Debtors' cases and the United States Trustee.

The Court also allowed the Debtors to use cash collateral securing
the repayment of the Debtors' debt to Webster Business and
Heritage Fund III.  The Court grants Webster Business and Heritage
Fund III, as prepetition lenders, replacement liens and security
interests to the extent of any diminution in value of their
collateral pursuant to Sections 361 and 363 of the Bankruptcy
Code.

The Court granted Webster Business and Heritage Fund III, as DIP
lenders, perfected first priority claims and priming liens on the
Debtors' asset.   Webster Business and Heritage Fund III hold
superpriority administrative claims and all other benefits and
protections allowable under Sections 507(b) and 503(b)(1) of the
Bankruptcy Code.

PureBeauty, Inc. -- http://www.purebeauty.com/-- operates    
48 retail stores and salons offering professional hair care and
skincare services, featuring a leading assortment of professional
and prestige personal care products.  PureBeauty also operates six
"brand" stores, providing customers with a variety of aspirational
products and services.  PureBeauty Inc. and Pure Salons, Inc., an
affiliate, filed for chapter 11 protection on April 18, 2006
(Bankr. C.D. Calif. Case No. 06-10545).  Stacia A. Neeley, Esq.,
at Klee, Tuchin, Bogdanoff & Stern LLP represent the Debtors in
their restructuring efforts.  The Debtors' Official Committee of
Unsecured Creditors selected Eric E. Sagerman, Esq., and David J.
Richardson, Esq., at Winston & Strawn, LLP, as its counsel.  When
the Debtors filed for protection from their creditors, they
estimated assets between $10 million and $50 million and debts
between $50 million and $100 million.


QUANTUM CORP: Moody's Lowers Rating on Subordinated Notes to Caa2
-----------------------------------------------------------------
Moody's Investors Service downgraded Quantum Corporation's
Corporate Family Rating to B3 from B1 and its subordinated notes
rating to Caa2 from B3.  This concludes Moody's review of
Quantum's ratings which started in May 2006 when Quantum announced
that it had signed a definitive agreement to purchase Advanced
Digital Information Corporation for $780 million in cash.  Moody's
also assigned B3 ratings to the proposed credit facilities related
to the planned acquisition of ADIC.  These new ratings are
assigned subject to the receipt and review of the final
documentations. The overall ratings outlook is stable.

These ratings were downgraded:

   * Corporate Family rating to B3 from B1

   * Convertible subordinated note due 2010 to Caa2 from B3

These new ratings have been assigned:

   * B3 to $150 million secured revolving facility due 2009

   * B3 to $350 million term loan due 2012

   * Outlook stable

The downgrades reflect the heightened credit risk of the company
associated with the planned acquisition of ADIC that will result
in increased financial leverage and integration challenges.
Furthermore, the downgrades reflect Quantum's continued weak
operating performance, with sluggish top line growth and operating
losses for each of the past four fiscal years.

Quantum's lackluster performance is a result of a combination of
overall stagnant to declining tape market due partly to competing
technologies, the loss of market share of Quantum's main SDLT
technology platform, and ongoing restructuring costs to realign
its businesses.  The challenging environment has been manifested
in two of its key product segments: Tape Drive which has
experienced a decline in sales and Storage Systems which has been
growing but remain unprofitable.

The acquisition of ADIC is designed to bolster the company's
market position in automation systems and enhance the direct- to-
customer strategic objective.  ADIC is a provider of open systems
storage solutions to enterprise with a strong presence in the
government and data management end markets.

ADIC's performance has been relatively stable over the past three
years.  But revenue is stagnant and profitability is very thin.
The Quantum/ADIC combination will create a bigger platform with
sales exceeding $1.2 billion.

However, Moody's believes that the acquisition will present
considerable challenges: the combined company's strategy which
will emphasize more direct/branded sales rather than the
traditional OEM business of Quantum, potential revenue attrition
given the overlap between Quantum's storage business with that of
ADIC, and cultural differences between two legacy organizations.

Credit metrics are expected to worsen as a result of the
acquisition.  Leverage will increase to about 4.1x assuming the
realization of synergies, and the EBIT interest coverage is
expected to be about 1.8x with synergies.  The company is expected
to generate modest free cash flow.

The B3 ratings on the revolving credit facility and the term loan
reflect their preponderance in the proposed capital structure,
representing over 70% of the pro forma debt structure.  The Caa1
rating on the subordinated debt continues to reflect its
contractual subordination and the likelihood that recovery may be
impaired in distress.

Quantum Corporation is headquartered in San Jose, California.  It
is a provider of tape drive and tape automation for storage
purposes.


RENATA RESORT: Files Plan and Disclosure Statement in Florida
-------------------------------------------------------------
Renata Resort, LLC, unveiled to the U.S. Bankruptcy Court for the
Northern District of Florida a Disclosure Statement explaining its
Chapter 11 Plan of Reorganization.  The Debtor filed its plan and
disclosure statement on June 1, 2006.

                             Asset Sale

The Debtor reminds the Court that its assets consists of real
property located at 12405 Front Beach Road, Panama City Beach, Bay
County, Florida, and 600 Lyndell Lane, Panama City Beach, Bay
County, Florida, consisting of 3 separate parcels totaling 1.75
acres.  The two contiguous gulf front parcels comprise 0.92 acres
and the one non-contiguous parcel just north of and across the
street from the two other parcels comprise 0.826 acres

The Debtor tells the Court that it intends to sell the 0.92-acre
and has already identified a Purchaser for the asset.  The Debtors
says that under the Purchase Agreement, the Purchases will buy the
asset for $12 million with 3% of the proceeds to be paid to Merit
Commercial Realty, Inc., as a transaction fee for its assistance
in facilitating the purchase and sale transaction.

The Debtor will use the proceeds to pay Allowed Claims from the
Sale Proceeds and to escrow the amount of Disputed Claims until
such time as the Court may either estimate such Claims or
determine the validity of the Claims.

The Debtor tells the Court that it wants to reserve the right to
retain and develop or sell the 0.826-acre property.

                   Debtor-in-Possession Financing

The Debtor says it has reached an agreement with NexBank, SSB and
its permitted assigns to provide a $9 million DIP Financing.

The Debtor tells the Court that the financing would allow it to:

    * fund its operations during the bankruptcy proceeding,

    * continue with the development of the condominium project,

    * repay the K.E. Durden Secured Claim, and

    * assist with the payment of Allowed Claims under the Plan, in
      the event that:

         -- the sale of its asset is not approved,

         -- the Sale Proceeds are not sufficient to pay the
            Allowed Claims in full, or

         -- it elects to retain the 0.92-acre property and
            reorganize.

                      Treatment of Claims

Under the plan, these claims will be paid in full:

    * DIP Lender's Super Priority Secured Administrative Expense
      Claim;

    * Administrative Expense Claims;

    * Professional Fee Claims; and

    * Priority Claims and Priority Tax Claims.

The Debtor tells the Court that unless K.E. Durden's Secured Claim
is paid in full using proceeds of the DIP financing, it will cure
the default of Durden's Claim by:

    * reinstating the maturity of the claim pursuant to
      Section 1124 of the Bankruptcy Code;

    * paying the principal amount of claim together with accrued
      interest at the non-default rate; and

    * paying other compensation for any other damages incurred by
      the holder of the claim resulting from the reasonable
      reliance on the acceleration of the note and mortgage or
      pursuant to applicable law.

The Debtor however says that the payment will be without prejudice
to and with full reservation of rights, including the right to
pursue Debtor's Causes of Action against K. E. Durden.

General Unsecured Claims will be paid in full, plus interest, in
cash.  However if the sale of the Debtor's asset does not close,
the Debtor reserves the right to amend the plan and propose a
different treatment for general unsecured claims.

The Debtor says that Sylvia Harrison Claim's will be paid in full
and in cash.  However, if the sale of its asset does not close, it
reserves the right to amend the plan and propose a different
treatment for this claim.  The payment of Sylvia Harrison's claims
shall be without prejudice to and with a full reservations of
rights, including the Debtor's right to pursue the Debtor's Causes
of Action against Harrison

Unsecured Claims Arising Under Rejected Executory Contracts or
Unexpired Leases will be paid in full, plus interest, in cash, but
if the sale of the Debtor's asset does not close, then the Debtor
reserves the right to amend the plan and propose a different
treatment for claims under this class.

Equity Interests in the Debtor will be retained but holders will
not receive any distributions under the plan.

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

  http://www.researcharchives.com/bin/download?id=060608054733

                         About Renata Resort

Headquartered in Panama City, Florida, Renata Resort, LLC, fdba
Sunset Pier Resort, LLC, operates a hotel and resort.  The company
filed for chapter 11 protection on May 31, 2006 (Bankr. N.D. Fla.
Case No. 06-50114).  John E. Venn, Jr., Esq., at John E. Venn,
Jr., P.A., represents the Debtor in its restrucutring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtor's case.  When the Debtor filed for protection from its
creditors, it listed total assets of $19,947,271 and total debts
of $8,524,196.


RESIDENTIAL ASSET: Moody's Lowers Rating on Class M-I-3 to Caa1
---------------------------------------------------------------
Moody's Investors Service downgraded five certificates, placed on
review for downgrade two certificates, and confirmed the ratings
on two certificates from two Residential Asset Securities
Corporation subprime deals issued in 2001.  The transactions
consist of a fixed-rate pool and an adjustable-rate pool.  The
mortgage loans were originated by a variety of different sellers
and are serviced by Homecomings Financial Network, Inc., a wholly
owned subsidiary of Residential Funding Corporation.  RFC is the
transaction's master servicer.

The subordinate fixed-rate and adjustable-rate certificates from
both deals are being downgraded or reviewed for downgrade based on
the weaker than anticipated performance of the mortgage pools and
the resulting erosion of credit support.  The
overcollateralization in the deals is being depleted and pipeline
losses are likely to put pressure on the most subordinate tranches
from the fixed-rate pools.  Furthermore, existing credit
enhancement levels are low given the current projected losses on
the underlying pools.  Additionally, the M-II-2 class from the
2001-KS2 deal remains on review for possible downgrade.  Moody's
final review will focus on loss severities which could further
weaken the credit quality of these bonds.

Finally, Moody's confirmed the current ratings on the most
subordinate certificates from the adjustable-rate pools.
Overcollateralization has remained stable over the last several
months and credit support is sufficient to support the current
ratings on these certificates.  In addition, it is probable that
the adjustable-rate pools will pass performance triggers and given
the current levels of overcollateralization, the M-II-3 classes
are likely to be redeemed in full within the next few months.

Complete rating actions:

Issuer: Residential Asset Securities Corporation

Downgrade:

   * Series 2001-KS2: Class M-I-2, downgraded from Baa2 to Baa3

   * Series 2001-KS2: Class M-I-3, downgraded from Ba3 to B3

   * Series 2001-KS2: Class M-II-2, downgraded from A2 to Baa3

   * Series 2001-KS3: Class M-I-2, downgraded from Baa2 to Ba2

   * Series 2001-KS3: Class M-I-3, downgraded from Ba3 to Caa1

Review for Downgrade:

   * Series 2001-KS2, Class M-II-1, current rating Aa2, under
     review for possible downgrade

   * Series 2001-KS2, Class M-II-2, current rating Baa3, under
     review for possible downgrade

Confirm:

   * Series 2001-KS2: Class M-II-3, confirmed at Baa2

   * Series 2001-KS3: Class M-II-3, confirmed at Baa2


SAINT VINCENTS: Committee Taps Alston & Bird as Substitute Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Saint
Vincents Catholic Medical Centers of New York and its debtor-
affiliates' bankruptcy cases initially retained Thelen Reid &
Priest LLP as its counsel.  On March 16, 2006, the primary
attorneys at Thelen Reid representing the Committee, Martin Bunin,
Esq., and Craig Freeman, Esq., commenced working at Alston & Bird
LLP.

The Committee seeks authority from the U.S. Bankruptcy Court for
the Southern District of New York to retain Alston & Bird as its
substitute counsel, effective as of March 16, 2006.

Bonnie L. Suman, a member of the Committee, asserts that Alston &
Bird's broad-based practice, which includes expertise in the areas
of finance, litigation, tax, health care, real estate, as well as
bankruptcy, will permit the firm to represent fully the
Committee's interests in an efficient and effective manner.

Alston & Bird will act as the Committee's primary spokesman.  The
firm will also assist, advise, and represent the Committee with
respect to:

   (a) the administration of the Debtors' bankruptcy cases and
       the exercise of oversight with respect to the Debtors'
       affairs, including all issues arising from or impacting
       the Debtors or the Committee in the Debtors' Chapter 11
       cases;

   (b) the preparation on behalf of the Committee of all
       necessary applications, motions, orders, reports and other
       legal papers;

   (c) appearances in the Bankruptcy Court to represent the
       Committee's interests;

   (d) the negotiation, formulation, drafting, and confirmation
       of any plan of reorganization or liquidation and related
       matters;

   (e) the exercise of oversight with respect to any transfer,
       pledge, conveyance, sale or other liquidation of the
       Debtors' assets;

   (f) the investigation, if any, as the Committee may desire
       concerning, among other things, the assets, liabilities,
       financial condition, and operating issues concerning the
       Debtors that may be relevant to their bankruptcy cases;

   (g) the communication with the Committee's constituents and
       others, as the Committee may consider desirable in
       furtherance of its responsibilities; and

   (h) the performance of all of the Committee's duties and
       powers under the Bankruptcy Code and the Bankruptcy Rules
       and the performance of other services as are in the
       interests of those represented by the Committee or as may
       be ordered by the Court.

Alston & Bird's hourly rates are:

                 Professional       Hourly Rate
                 ------------       -----------
                 Partner            $360 to $725
                 Counsel            $335 to $795
                 Associate          $195 to $470
                 Paralegal          $110 to $285

Martin G. Bunin, Esq., a member of the firm, ascertains that
Alston & Bird is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the   
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENTS: Reaches License Agreement with McKesson Automation
------------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York for authority to enter into a license
agreement and a related supplement with McKesson Automation, Inc.,
to upgrade the pharmacy hardware in the emergency department of
Saint Vincent's Hospital, Manhattan.

Pursuant to the Agreements:

   (a) St. Vincents Catholic Medical Centers of New York will
       acquire pharmacy equipment, related software, and
       associated licenses for $229,073; and

   (b) McKesson will provide maintenance in exchange for a $7,500
       annual fee for five years.

Specifically, SVCMC will buy from McKesson computerized cabinets
with touch-screen monitors for storing, dispensing, and tracking
medication, as well as related software.

McKesson will grant SVCMC a perpetual, non-exclusive, non-
transferable license to use the object code version of the
Software on the Equipment located at SVCMC's facilities.

Maintenance services will include corrections of Software or
Documentation due to their defects, and improvements to existing
functionality that are provided by McKesson after the delivery
date but not otherwise separately priced or marketed by McKesson
to its customers generally.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in Boston,
Massachusetts, relates that McKesson's liability is limited to
the total fees paid by SVCMC to it.

According to Mr. Troop, the current system for managing
medication in the Emergency Department is largely manual.  This
manual process is outdated and inefficient, and at times leads to
inaccurate billing and dissatisfied patients, Mr. Troop says.

The proposed upgrade, Mr. Troop continues, will allow nurses to
interface with the pharmacy through the new Equipment and
Software which, when combined with the delivery enhancements in
the new system, will reduce the time it takes to deliver the
appropriate medication to patients.

SVCMC estimates that by implementing the new system, it will save
more than $30,000 annually.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the   
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SEAENA INC: Incurs $601,137 Net Loss in 2006 1st Fiscal Quarter
---------------------------------------------------------------
Seaena 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 $601,137 net loss on $967,088 of revenues
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $16,560,326
in total assets and $7,894,185 in total liabilities resulting in
$8,666,141 stockholders' equity.

The Company's March 31 balance sheet also showed strained
liquidity with $2,496,803 in total current assets available to pay
$7,894,185 in total current liabilities coming due within the next
12 months.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?ae2

                        Going Concern Doubt

De Joya Griffith & Company, LLC, in Las Vegas, Nevada, raised
substantial doubt about Seaena 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 from operations, negative
working capital, and negative cash flows.

                         About Seaena Inc

Seaena, Inc., fka Crystalix Group International, Inc., manufacture
and sells laser engraved optical glass and crystal products.  It
sells its products directly to corporate customers and market
organizations.


SMOKY RIVER: Moody's Withdraws Caa1 Rating on $125 Million Notes
----------------------------------------------------------------
Moody's Investors Service withdrawn the ratings on notes issued by
Smoky River CDO, L.P., a collateralized loan obligation.

According to Moody's, the original principal balance of the Class
B-1 and Class B-2 notes have been retired in full.  The indenture
trustee has made request to the current note holders to tender
their outstanding notes.  Moody's also indicated that deferred
interest remain outstanding in the amount of $7,328,076 and
$1,941,961 for Class B-1 and Class B-2 respectively.  Moody's does
not expect the deferred balance to be paid back.

Rating action: withdraw rating

Issuer: Smoky River CDO, L.P.

Tranche Descriptions:

   * $125,000,000 Class B-1 7.47% Fixed Rate Second Priority
     Senior Secured Notes due 2010:

     Previous Rating: Caa1

     Rating Action: WR

   * $96,000,000 Class B-2 Floating Rate Second Priority Senior
     Secured Notes due 2010:

     Previous Rating: Caa1

     Rating Action: WR


SOLUTIA INC: Equistar Says Disclosure Statement Lacks Information
-----------------------------------------------------------------
Equistar Chemicals LP objects to the Disclosure Statement
explaining Solutia, Inc., and its debtor-affiliates' Plan of
Reorganization.  Equistar and Solutia are parties to various
prepetition executory and service contracts and an unexpired non-
residential real property lease.  As of the Petition Date, Solutia
owes $6,000,000, to Equistar.

Edward J. LoBello, Esq., at Blank Rome LLP, in New York, contends
that the Debtors have effectively denied creditors affected by
their Plan of Reorganization, including Equistar, the ability to
make informed decisions concerning the Plan by failing to
identify with specificity the significant executory contracts and
unexpired leases they propose to assume or reject.

"Equistar is unable to make an informed decision to vote on the
Debtors' proposed Plan without that information," Mr. LoBello
states.

Moreover, Mr. LoBello points out, the Disclosure Statement
prescribe a submission date of ballots that is earlier than the
date by which Debtors must reveal their intentions with regard to
assumption or rejection decisions.  Creditors may be forced to
submit ballots before they know if their contracts and leases
will be assumed or rejected.  Creditors are not assured that they
will be advised before the voting deadline of the amounts that
the Debtors might have to pay to cure pecuniary defaults, or to
satisfy rejection claims.

Equistar is among the Debtors' largest suppliers of critical
feedstocks, including propylene.  Thus, the assumption or
rejection of Equistar's contracts and unexpired lease may have a
material impact on the Debtors' future business operations, and
may affect their ability to obtain critical raw materials, Mr.
LoBello notes.

Thus, to have adequate information, all other creditors and
parties-in-interest need to know the Debtors' intentions with
regard to their contracts and unexpired lease with Equistar
before the balloting deadline, Mr. LoBello avers.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden,
Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin
Gump Strauss Hauer & Feld LLP represent the Official Committee of
Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey
Howard & Zukin Capital provides the Creditors' Committee with
financial advice.  (Solutia Bankruptcy News, Issue No. 61;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOS REALTY: List of 20 Largest Unsecured Creditors
--------------------------------------------------
SOS Realty LLC, released a list of its 20 Largest Unsecured
Creditors with the U.S. Bankruptcy Court for the District of
Massachusetts, disclosing:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Janus Development             Construction,             $201,040
225A Grove Street             payroll, payroll taxes
West Roxbury, MA 02132

Mackay Construction Services,                            $51,550
Inc.
27 Plymouth Road
Wakefield, MA 01880

DiMento & Sullivan            Legal Services             $48,252
Attn: Jimmy DiMento
Seven Faneuil Marketplace
Boston, MA 02109

American Express                                         $34,949

Paul's Plastering                                        $23,500

National Lumber                                          $23,000

Tiles By Perfection                                      $22,192

Blue Cross/Blue Shield of                                $21,827
Mass.

Leamar Industries, Inc.                                  $21,630

Iodice Family LLC                                        $20,360

T-Quip Sales & Rentals                                   $19,640

Paul Donovan                                             $19,265

Washington Grove              Condominium fees for       $17,849
                              unsold units

Nuzzo Mechanicl, Inc.                                    $16,300

Lynco Fire Protection, Inc.                              $16,000

City of Boston                Real Estate Taxes          $10,994

Allstate Painting Co., Inc.                              $10,961

Extreme Plumbing, Inc.                                    $8,813

Tran Floor Sanding Corp.                                  $8,350

Pan Electric Company, Inc.                                $8,200

Based in West Roxbury, Massachusetts, SOS Realty LLC, owns a
condominium development known as the "Washington Grove
Condominiums."  The company filed for chapter 11 protection on May
11, 2006 (Bankr. D. Mass. Case No. 06-11381).  Jennifer L. Hertz,
Esq., at Duane Morris LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets between $10 million and $50
million and debts between $1 million and $10 million.


SPHINX STRATEGY: Chapter 15 Petition Summary
--------------------------------------------
Petitioner: Geoffrey E. Varga
            Provisional Liquidator of Sphinx Strategy Fund. Ltd.
            Kinetec Partners Cayman LLP
            P.O. Box 10387 APO, Strathvale House
            90 North Church Street
            George Town, Grand Cayman
            Cayman Islands, B.W.I.

Debtor: Sphinx Strategy Fund Ltd.
        c/o Walkers SPV Ltd.
        P.O. Box 908 GT, Walker House
        Mary Street
        George Town, Grand Cayman
        Cayman Islands, B.W.I.

Case No.: 06-11292

Type of Business: The Debtor offers financial services.

Chapter 15 Petition Date: June 7, 2006

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Petitioner's Counsel: Peter V. Pantaleo, Esq.
                      Simpson Thacher & Bartlett, LLP
                      425 Lexington Avenue
                      New York, New York 10017-3954
                      Tel: (212) 455-2220
                      Fax: (212) 455-2502

Estimated Assets: Unknown

Estimated Debts:  $10 Million to $50 Million


STRUCTURED ASSET: Moody's Put Low-B Rating on 2 Cert. Classes
-------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Structured Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series 2006-S2, and ratings
ranging from Aa1 to Ba2 to the mezzanine and subordinate
certificates in the deal.

The securitization is backed by Lehman Brothers Holdings Inc.
originated or acquired fixed-rated closed end second mortgage
loans.  he ratings are based primarily on the credit quality of
the loans, and on the protection from subordination, excess
spread, overcollateralization, and an interest rate swap
agreement.  Moody's expects collateral losses to range from 6.75%
to 7.25%.

Aurora Loan Services LLC will service the loans and act as master
servicer.

The complete rating actions:

Structured Asset Securities Corporation, Mortgage Pass-Through
Certificates, Series 2006-S2

   * Cl. A1, Assigned Aaa

   * Cl. A2, Assigned Aaa

   * Cl. A-IO, Assigned Aaa

   * Cl. M1, Assigned Aa1

   * Cl. M2, Assigned Aa2

   * Cl. M3, Assigned Aa3

   * Cl. M4, Assigned A1

   * Cl. M5, Assigned A2

   * Cl. M6, Assigned A3

   * Cl. M7, Assigned Baa1

   * Cl. M8, Assigned Baa2

   * Cl. M9, Assigned Baa3

   * Cl. B1, Assigned Ba1

   * Cl. B2, Assigned Ba2


TATER TIME: Plans to Pay Unsecured Creditors in Full with Interest
------------------------------------------------------------------
Tater Time Potato Company, LLC, and its debtor-affiliates proposes
to pay holders of general unsecured claims in full plus 6%
interest per annum under their First Amended Plan of
Reorganization.  

Under the plan, the Debtors' assets will be sold to pay creditors.  
Among the assets to be sold are:

   * 1290 Acre Farm of Cissne Family LLC,
   * equipment, and
   * warden storage facility.

Grant County Treasurer of the State of Washington will be paid in
full in six months with interest calculated at 12% per annum.

These entities will be paid in full in six months with interest
calculated at 7% per annum:

   * Internal Revenue Service;
   * Washington State Department of Labor and Industries;
   * Washington State Employment Securities Department;

Mutual Life Insurance Company of New York, holding a $3,330,477
claim, will be paid in full with interest.

Washington Mutual Savings Bank asserts a $4,418,585 claim.  The
Debtors dispute the amount.  The Plan proposes to pay Washington
Mutual based on this schedule:

   a. if paid by June 30, 2006, $1,530,000;
   b. if paid by August 30, 2006, $1,570,000;
   c. if paid by October 30, 2006, $1,615,000;
   d. if paid by December 28, 2006, $1,665,000;
   e. if paid by January, 30, 2007, $1,692,000;
   f. if paid by February 28, 2007, $1,720,000.

If Washington Mutual will not be paid by February 28, 2007, its
claim will be allowed for $4,418,585 and the stay will be lifted
to permit Washington Mutual to exercise its rights granted by
state law against its collateral.

Fin-Ag, Inc.'s $2,050,628 claim and Cenex Harvest States, Inc.'s
$2,703,982 will be joined.  The Debtors dispute both claims.  On
Court determination, if the joint claim exceeds $4 million, the
creditors will be paid $150,000 per year.  If the joint claim
exceeds $2 million but less than $4 million, the creditors will be
paid $75,000 per year.  If the joint claim exceeds $1 million but
less than $2 million, the creditors will be paid $37,500 per year.  
If the joint claim does not exceed $1 million, the creditors will
be paid $18,750 per year.  

A copy of the First Amended Disclosure Statement explaining the
Plan is available for a fee at:

http://www.researcharchives.com/bin/download?id=060608055146

Headquartered in Warden, Washington, Tater Time Potato Company,
LLC, packs and ships potatoes.  The Company and its debtor-
affiliates filed for chapter 11 protection on January 24, 2005
(Bankr. E.D. Wash. Case No. 05-00509).  Dan O'Rourke, Esq., at
Southwell & O'Rourke, P.S., represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it reported total assets of $11,312,000 and total
debts of $7,639,184.


TECHALT INC: Salberg & Company Raises Going Concern Doubt
---------------------------------------------------------
Salberg & Company, P.A., in Boca Raton, Florida, raised
substantial doubt about Mortgage Assistance Center Corporation's
ability to continue as a going concern after auditing the
Company's consolidated financial statements for the year ended
Dec. 31, 2005.  The auditor pointed to the Company's recurring net
losses of $3,754,822, working capital deficit of $4,140,717, and
stockholders' deficit of $9,293,447.

The Company reported a $3,754,822 net loss on $2,764,227 of
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $30,263 in
total assets and $4,140,717 in total liabilities, resulting in a
$9,293,447 stockholders' deficit.

A full-text copy of the Company's 2005 Annual Report is available
at http://ResearchArchives.com/t/s?ae4

                       About TechAlt Inc.

TechAlt, Inc. -- http://www.techaltinc.com/-- seeks to become the  
market leader in bringing safety and security solutions to the
Homeland Security market through innovative alternative
technology.  TechAlt Security Technologies seeks to deploy mission
critical technology that provides video, voice and data in various
homeland security-related markets.  TechAlt Security Technologies
is targeting a secure wireless communications toolset to be used
by emergency first responders for interagency interoperability,
communication and collaboration.  The company's mission is to
deliver a complete technology solution for a wide range of
security solutions by developing, implementing and acquiring
various technologies.


TEREX CORP: Good Performance Cues S&P to Put BB- Rating on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
construction equipment provider Terex Corp., including its 'BB-'
corporate credit rating on CreditWatch with positive implications.

"The CreditWatch placement follows the filing of the company's
first quarter Form 10Q, Terex's current status on all of its
regulatory fillings, and reflects the company's improved operating
performance and debt-reduction plans," said Standard & Poor's
credit analyst John R. Sico.

The company has called for redemption $100 million of its $300
million 10.375% notes that are currently callable and said that it
expects to redeem the remaining notes in the near future.

The 'B-1' short-term rating was not placed on CreditWatch.

Terex has just become current on all of its filings with the SEC
following an extended period of internal review and restatements
of its financials.  

While the SEC review is still ongoing, the accounting changes have
been relatively minor, and have had no cash impact.  The company
is still cooperating with the SEC in these matters.  Additionally,
Terex is in compliance with its bank covenants.

Standard & Poor's expects to review the company's financing plans
with management before taking any further rating action.
Resolution of the CreditWatch could result in a modest upgrade.


TIRO ACQUISITION: Court Dismisses Ch. 11 Case Due to Lack of Funds
------------------------------------------------------------------
The Honorable Brendan L. Shannon of the U.S. Bankruptcy Court
for the District of Delaware dismissed Tiro Acquisition LLC's
chapter 11 case at the Debtor's request.

James E. O'Neill, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub LLP, in Wilmington, Delaware, informed the Court that
the Debtors' assets have suffered continued diminution and there
exists no reasonable likelihood of rehabilitation.  The Debtor now
exists as a corporate shell since it sold substantially all of its
assets to Outsourcing Services Group LLC in March 2005.  

After winding down its business, the Debtor no longer has funds to
pay any creditors.  Its estate accrue fees for no good reason.  
Rehabilitation is no longer possible, Mr. O'Neill contended.  

Mr. O'Neill added that the sole reason previously given for
keeping the Debtor's estate open -- a potential lawsuit against
directors and officers -- appears no longer viable.  Before the
Debtor filed for bankruptcy, it discovered significant accounting
misstatements, which had concealed operating losses affecting the
Debtor's financial statement for the three years before its
bankruptcy filing.  A pre-bankruptcy investigation by the Debtors
had indicated that a single individual was the cause of the
financial irregularities and that no member of the Debtor's board
or management had any knowledge of the wrongdoing.  The Official
Committee of Unsecured Creditors obtained Court authority to
investigate and litigate a potential cause of action on these
matters.  The Debtor stated that many of the D&O claims lack merit
but consented to the Committee's request.  The Committee has not
yet initiated litigation on the D&O claims.   

Headquartered in Southport, Connecticut, Tiro Acquisition LLC --
http://www.tiroinc.com/-- develops, manufactures and packages
hair care and other products for professional salons.  The Company
and its debtor-affiliates filed for chapter 11 protection on
October 12, 2004 (Bankr. D. Del. Case No. 04-12939).  Alicia
Beth Davis, Esq., and Robert J. Dehney, Esq., at Morris Nichols
Arsht & Tunnell represent the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection, it listed more
than $10 million in assets and debts.


TRANSDIGM INC: Moody's Puts Rating on Sr. Sec. Facilities at B1
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to TransDigm,
Inc.'s proposed amended senior secured credit facilities, due
2013, consisting of a $150 million revolving credit facility and a
$650 million term loan facility.

Proceeds from the issuance of the new term loan facility will be
used, along with a planned public subordinated debt offering as
well as company's cash, to repay all of the TransDigm's existing
debt, including the existing $400 million subordinated notes due
2011 and to repay a $200 million private loan issued by
TransDigm's parent company, TransDigm Group Inc.  The Coprporate
Family Rating has been affirmed at B1. The ratings outlook remains
negative.

The ratings continue to reflect the company's substantial debt
levels, high leverage and the potential use of additional leverage
for equity distributions, and uncertainty about the size and
funding of potential future acquisitions.  The ratings also
consider TransDigm's history of stable profit margins and revenue
growth in an improving commercial aerospace environment, as well
as the company's strong and stable free cash flow.

Good margins and free cash flow generation are expected to
continue. These high margins and strong free cash flow are
expected to support the company's ability to either repay debt or
to fund modestly-sized acquisitions in the future without further
reliance on debt.

The negative rating outlook, which was changed from stable upon
the December 2005 issuance of $200 million in TDG debt to fund a
sizeable distribution to shareholders, continues to reflect
Moody's concerns about the increased degree of financial risk
associated current debt levels, possibly affecting TransDigm's
ability to withstand any potential downturn in demand in the
aerospace sector that the company serves.

A rating downgrade could occur if leverage remains in excess of 5
times for more than 12 months, particularly if the company were to
pay additional distributions to shareholders without first
reducing debt.  Ratings could also face negative pressure if free
cash flow were to fall below 5% of total debt over this period, or
if the company's operating margins were to fall below 30%.  The
outlook could return to stable if the company was to repay debt or
otherwise reduce leverage to below 5 times, with free cash flow in
excess of 10% of debt and EBIT coverage of interest of greater
than 2.0 times for a sustained period.

The effect of the proposed financing on TransDigm's credit profile
is not sufficiently material to warrant a change in rating or
affect the outlook.  Upon close of the proposed re-financing
transactions, including the contemplated new subordinated notes
offering and the redemption of substantially all of TransDigm's
notes due 2011, TransDigm's total balance sheet debt will increase
from about $688 million as of April 1 2006 to about $925 million.  
However, a substantial portion of this increase is due to the
redemption of $200 million of TDG debt, not reflected in
TransDigm's reported debt balance, implying a total increase of
only 4% for all debt supported by TransDigm's operations.

Pro forma leverage is estimated at approximately 5.3 times upon
close, which is somewhat high but not inappropriate for the B1
Corporate Family Rating.  Coverage and cash flow metrics are
relatively strong for this rating, as pro forma EBIT/Interest is
estimated at about 2.3 times upon close, and LTM April 2006 free
cash flow represents about 8% of pro forma debt.

Moreover, assuming TransDigm continues to achieve operating
margins of about 40% into the near future along with a moderate
degree of revenue growth, Moody's expects that the company will be
able to generate enough free cash flow through FY 2007 to repay a
modest amount of bank debt and improve leverage.

Moody's assesses TransDigm's liquidity to be good relative to the
company's near term working capital and cash flow needs. TransDigm
reported a modest cash balance as of April 2006, while the company
has demonstrated a capability to generate relatively strong and
stable levels of free cash flow.

Moody's expects that TransDigm's free cash flow will be at
approximately the same levels over the next 12-18 months, implying
ample ability to cover all but large unexpected CAPEX or working
capital requirements through internally-generated sources of cash.

Also, the new $150 million revolving facility, which represents a
$50 million increase in capacity over the prior facility, further
bolsters the company's liquidity position.  The revolver is
expected to by un-drawn upon close, with the entire amount
available.  The new credit facilities will be governed by certain
restrictive financial covenants, under which Moody's expects the
company to have comfortable room over the near term.

The B1 rating on the proposed senior secured credit facility, the
same as the Corporate Family Rating, reflects the substantial
majority of the company's debt structure that is comprised of this
facility after the completion of all re-financing transactions.

The proposed credit facilities will be secured by substantially
all of the company's assets on a first-priority basis. However,
Moody's notes that a substantial portion of the company's total
assets are in the form of Goodwill, suggesting potentially weak
asset coverage in the event of a distressed sale scenario.  These
facilities are guaranteed by parent TransDigm Group Inc. and each
of the company's current and future domestic subsidiaries.

Assignments:

Issuer: TransDigm Inc.

   * Senior Secured Bank Credit Facility, Assigned B1

Withdrawals:

Issuer: TransDigm Inc.

   * Senior Secured Bank Credit Facility, Withdrawn, previously
     rated B1

Headquartered in Cleveland, Ohio, TransDigm Inc. is a leading
manufacturer of highly engineered aerospace components to
commercial airlines, aircraft maintenance facilities, original
equipment manufacturers and various agencies of the U.S.
Government.  The company had LTM April 2006 revenues of $411
million.


TRANSDIGM INC: S&P Puts B+ Rating on Proposed $800 Mil. Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and '2' recovery rating to TransDigm Inc.'s proposed $800
million secured credit facility, indicating expectations of a
substantial recovery of principal in the event of payment default.

At the same time, Standard & Poor's affirmed its existing ratings,
including the 'B+' corporate credit rating, on the aerospace
component supplier.  The outlook is stable.

"The ratings for TransDigm reflect a highly leveraged balance
sheet, cyclical and competitive pressures in the commercial
aerospace industry, and a relatively modest scale of operations
[around $400 million revenues], but incorporate the firm's leading
positions in niche markets and very strong profit margins," said
Standard & Poor's credit analyst Christopher DeNicolo.

The proceeds from the proposed credit facility and other public
debt will be used to refinance all outstanding debt, including the
$200 million unsecured loan at TransDigm Group Inc. (not rated),
the company's ultimate parent.  The refinancing will reduce
interest expense and extend maturities, but debt levels will
increase slightly due to $40 million of tender premiums and
expenses.  Leverage is high with debt to EBITDA around 5x and debt
to capital above 70%.  These measures should decline modestly in
the near term as earnings increase.

TransDigm is a well-established supplier of highly engineered
aircraft components for nearly all commercial and military
airplanes as well as engines.  The company has expanded its
product offering through several acquisitions, including three in
fiscal 2005 for a total of more than $60 million.

A sustained recovery in the commercial aerospace market, efforts
to reduce costs, and the proven ability to maintain high margins
should enable TransDigm to offset increased debt levels and
preserve a credit profile consistent with current ratings.

The outlook could be revised to negative if leverage increases
significantly as a result of debt-financed acquisitions or efforts
to enhance shareholder value.  The outlook could be revised to
positive if excess cash is used to reduce debt materially and
lower leverage ratios are maintained.


UGS CORP: S&P Assigns B- Rating to Proposed $300 Million Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating and other ratings on Plano, Texas-based UGS Corp., and
maintained its outlook at stable.

Standard & Poor's also assigned a 'B-' rating to the proposed
offer of $300 million of payment-in-kind notes due 2011.

"The ratings reflect UGS Corp.'s high leverage and a narrow
product focus relative to the overall software and services
industry," said Standard & Poor's credit analyst Stephanie Crane.

These are somewhat offset by UGS's:

   * entrenched customer relationships;
   * recurring revenues stemming from long-term contracts; and
   * good profitability.

UGS is adding $300 million in debt to its Holding company, UGS
Capital Corp. II, with the proceeds to be largely used to
repurchase $254 million of preferred stock, as well as provide a
$38 million dividend.

UGS is a provider of product lifecycle management software and
services to a diversified customer base that enable customers to
reduce development and manufacturing costs, expedite time-to-
market cycles, and enhance product quality and innovation.  UGS
grew from a series of acquisitions by former parent Electronic
Data Systems Corp., and after a leveraged buyout in May 2004,
became an independent company.

Although UGS has a relatively narrow product portfolio and its
markets remain competitive, the company has achieved a leading
market position in a consolidated market.  Revenue stability is
bolstered by low customer turnover and a high portion of
professional services and maintenance revenue, which represents
more than 65% of its revenue base.


UNIVERSAL COMMS: March 31 Balance Sheet Upside Down by $3.5 Mil.
----------------------------------------------------------------
Universal Communications Systems, 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 $1,074,549 net loss on $62,468 of revenues
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $2,636,475
in total assets and $6,157,540 in total liabilities, resulting in
a $3,521,065 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $ 2,284,878 in total current assets available to
pay $3,066,983 in total current liabilities coming due within the
next 12 months.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?ae5

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 19, 2006,
Reuben E. Price & Co. expressed substantial doubt about
Universal'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 over $1.5 million working capital deficit and recurring
losses from operations.
                          About Universal

Universal Communications Systems, Inc. -- http://www.ucsy.com/--  
and its subsidiaries are actively engaged worldwide in developing
and marketing solar energy systems, as well as systems for the
extraction of drinkable water from the air. Consolidated
subsidiaries include wholly-owned subsidiaries AirWater Corp.,
AirWater Patents Corp, Millennium Electric T.O.U. Ltd, Solar Style
(USA) Inc., Solar One Inc, Solar Style Ltd., and Misa Water
International, Inc, and majority-owned subsidiaries Atmospheric
Water Technologies and Millennium USA.

Prior to 2003, the Company was engaged in activities related to
advanced wireless communications, including the acquisition of
radio-frequency spectrum internationally.  Currently, the
Company's activities related to advanced wireless communications
are conducted solely through its investment in Digital Way, S.A.,
a Peruvian communication company and former wholly owned
subsidiary.


U.S. PLASTIC: Plans to Use $2.3M Sale Proceeds to Pay Creditors
---------------------------------------------------------------
U.S. Plastic Lumber informs the U.S. Bankruptcy Court for the
Southern District of Florida how it will distribute the
$2.3 million cash proceeds from the sale of substantially all of
its assets to AMPAC Capital Solutions, LLC.  

Fifty-five percent of the cash proceeds or $1,265,000 will be used
to pay administrative claims.  The rest, amounting to $1,035,000
will be used to pay allowed priority tax claims and allowed
unsecured claims.  

The Debtor and Halifax Fund, L.P., agreed that 55% of any
recoveries or proceeds received in the future with respect to
assets not included in the sale will be used to pay allowed
priority tax claims and allowed unsecured claims.  The Debtors
will not be required to pay any secured claims since AMPAC will be
assuming the obligation.  

Halifax unsecured claim against the Debtors will be allowed for
$10,024,305.

A copy of the Disclosure Statement Supplement containing
additional plan terms for the use of the Debtor's assets is
available for a fee at:

http://www.researcharchives.com/bin/download?id=060608055501

Headquartered in Boca Raton, Florida, U.S. Plastic Lumber --  
http://www.usplasticlumber.com/-- manufactures plastic lumber and   
is the technology leader in the industry. The Company filed for a
chapter 11 protection on July 23, 2004 (Bankr. S.D. Fla. Case No.
04-33579). Stephen R. Leslie, Esq., at Stichter, Riedel, Blain &
Prosser, P.A., represents the Debtor in its restructuring efforts.  
Robert P Charbonneau, Esq., represent the Official Commitee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $78,557,000 in total assets and
$48,090,000 in total debts.


WILLIAMS COS: S&P Ups $600MM Credit Linked Cert.'s Ratings to BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on The
Williams Cos. Inc. Credit Linked Certificate Trust V's $500
million 6.375% certificates due Oct. 1, 2010, and The Williams
Cos. Inc. Credit Linked Certificate Trust VI's $200 million
floating-rate certificates due Oct. 1, 2010, to 'BB-' from 'B+'.

The rating actions reflect the May 9, 2006, raising of the
corporate credit and senior unsecured debt ratings on The Williams
Cos. Inc. to 'BB-' from 'B+'.

The Williams Cos. Inc. Credit Linked Certificate Trust V is a
swap-dependent synthetic transaction that is weak-linked to the
lowest of the ratings assigned to The Williams Cos. Inc. as
borrower and Citibank N.A. as the swap counterparty, the deposit
bank, and the subparticipation seller.

The Williams Cos. Inc. Credit Linked Certificate Trust VI
certificates are weak-linked to the lowest ratings assigned to The
Williams Cos. Inc. as borrower and Citibank N.A. as the deposit
bank under the certificate of deposit and as the seller under the
subparticipation agreement.


WILLIAMS COS: Moody's Lifts Long Term Debt Ratings to Ba2
---------------------------------------------------------
Moody's Investors Service upgraded The Williams Companies, Inc.'s
long-term debt ratings to Ba2.  Moody's upgraded Williams'
Corporate Family Rating to Ba2 from Ba3 and its senior unsecured
debt to Ba2 from B1.  Moody's upgraded the senior unsecured
ratings of Williams' natural gas pipeline subsidiaries,
Transcontinental Gas Pipeline and Northwest Pipeline Corporation,
to Ba1 from Ba2.  Moody's also changed Williams' Speculative Grade
Liquidity Rating to SGL-1 from SGL-2. The outlook is stable.

These actions conclude the rating review begun on April 4, 2006
and reflect improvement in Williams' core natural gas businesses
as well as Moody's expectation for growing operating cash flow
over the near to medium term.  This improvement is mitigated by
higher capital spending in 2006 resulting in negative free cash
flow.  The primary driver of Williams' growing operating cash flow
is increased natural gas production, primarily in its Piceance
Basin operations, and increased pipeline tariffs that should
become effective in the first quarter of 2007.

"The two-notch upgrade of Williams' senior unsecured notes also
reflected the virtual elimination of secured debt," said Moody's
Vice President Steve Wood, "because Williams repaid the secured
RMT term loan and replaced its secured revolving credit facility
with an unsecured facility."

Moody's analyzed Williams' three core natural gas businesses --
exploration and production, midstream gas and natural gas
pipelines -- on a standalone basis, as if Williams was not in the
merchant electric power generation business.  Based on this
analysis, Moody's concluded that Williams' natural gas businesses
have credit metrics more consistent with a Ba1 Corporate Family
Rating.

However, Moody's continues to believe that Williams' power
business lowers its overall credit quality by one notch, resulting
in a CFR of Ba2.

Williams' power business adds to the company's adjusted debt
through its tolling obligations and increases enterprise risk
management liquidity demands related to its various hedge
positions.  Moody's expects this one notch differential will
persist for the foreseeable future, unless Williams exits or
substantially mitigates its power business.

Williams' SGL-1 Speculative Grade Liquidity rating reflects
Moody's expectation of very good liquidity for the 12 months
ending June 30, 2007.  Moody's does not expect Williams'
internally generated cash flow to cover its capital expenditures
and dividends over the next twelve months; however, the company
has a substantial balance of cash on hand and significant
committed credit facilities that should cover any short-fall.

Ratings list -- The following ratings were affected:

Upgrades:

Issuer: MAPCO Inc.

   * Senior Unsecured Medium-Term Note Program, Upgraded
     to Ba2 from B1

   * Senior Unsecured Regular Bond/Debenture, Upgraded
     to Ba2 from a range of B3 to B1

Issuer: Northwest Pipeline Corporation

   * Senior Unsecured Regular Bond/Debenture, Upgraded
     to Ba1 from Ba2

   * Senior Unsecured Shelf, Upgraded to (P)Ba1 from (P)Ba2

Issuer: Transco Energy Company

   * Senior Unsecured Regular Bond/Debenture, Upgraded
     to Ba2 from B1

Issuer: Transcontinental Gas Pipe Line Corporation

   * Senior Unsecured Regular Bond/Debenture, Upgraded
     to Ba1 from Ba2

   * Senior Unsecured Shelf, Upgraded to (P)Ba1 from (P)Ba2

Issuer: Williams Capital I

   * Preferred Stock, Upgraded to B1 from B3

   * Preferred Stock Shelf, Upgraded to (P)B1 from (P)B3

Issuer: Williams Capital II

   * Preferred Stock Shelf, Upgraded to (P)B1 from (P)B3

Issuer: Williams Companies, Inc. (The)

   * Corporate Family Rating, Upgraded to Ba2 from Ba3

   * Speculative Grade Liquidity Rating, Upgraded to SGL-1
     from SGL-2

   * Preferred Stock Shelf, Upgraded to (P)B1 from (P)B3

   * Preferred Stock 2 Shelf, Upgraded to (P)B1 from (P)B3

   * Senior Unsecured Medium-Term Note Program, Upgraded
     to Ba2 from B1

   * Senior Unsecured Regular Bond/Debenture, Upgraded
     to Ba2 from B1

   * Senior Unsecured Shelf, Upgraded to (P)Ba2 from (P)B1

   * Subordinated Shelf, Upgraded to (P)Ba3 from (P)B2

Issuer: Williams Holdings of Delaware, Inc.

   * Senior Unsecured Regular Bond/Debenture, Upgraded
     to Ba2 from B1

Issuer: Williams Production RMT Company

   * Corporate Family Rating, Upgraded to Ba2 from Ba3

   * Senior Unsecured Regular Bond/Debenture, Upgraded
     to Ba2 from B1

Outlook Actions:

Issuer: MAPCO Inc.

   * Outlook, Changed To Stable From Rating Under Review

Issuer: Northwest Pipeline Corporation

   * Outlook, Changed To Stable From Rating Under Review

Issuer: Transco Energy Company

   * Outlook, Changed To Stable From Rating Under Review

Issuer: Transcontinental Gas Pipe Line Corporation

   * Outlook, Changed To Stable From Rating Under Review

Issuer: Williams Capital I

   * Outlook, Changed To Stable From Rating Under Review

Issuer: Williams Capital II

   * Outlook, Changed To Stable From Rating Under Review

Issuer: Williams Companies, Inc. (The)

   * Outlook, Changed To Stable From Rating Under Review

Issuer: Williams Holdings of Delaware, Inc.

   * Outlook, Changed To Stable From Rating Under Review

Issuer: Williams Production RMT Company

   * Outlook, Changed To Stable From Rating Under Review

The Williams Companies, Inc., headquartered in Tulsa, Oklahoma, is
an integrated natural gas company with operations in interstate
natural gas pipelines, midstream gas, E&P and electric power
generation.


WINN-DIXIE: Wants to Auction Montgomery Dist. Center on June 14
---------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to authorize
WD Logistics, Inc., to sell its fee simple title interest in the
Montgomery Distribution Center, together with all related
improvements, free and clear of liens, claims and interests at an
auction to the bidder submitting the highest or best offer.

All bids must be submitted not later than 12:00 p.m. on June 12,
2006.  The Debtor will conduct the auction at 10:00 a.m. on
June 14, 2006.

In no event will the Assets be sold at the Auction for less than
$7,000,000.  If an acceptable bid is received, the Court will hold
a hearing to consider the Sale of the Assets on June 15, 2006.

WD Logistics, Inc., owns a distribution center in Montgomery,
Alabama.  Since filing for bankruptcy, the Debtors have
consolidated their distribution process and no longer need the
Montgomery Distribution Center.

DIM Asset Management, Inc., assisted the Debtors in marketing the
Montgomery Distribution Center to potential purchasers.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 40; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WORLDCOM INC: Seinfeld Wants to Pursue Claims Against James Allen
-----------------------------------------------------------------
Frank David Seinfeld seeks authority from the U.S. Bankruptcy
Court for the District of New York to pursue claims in behalf of
WorldCom, Inc. and its debtor-affiliates against James C. Allen
and others.

Mr. Seinfeld previously filed with the U.S. District Court for the
Southern District of New York, a verified stockholder's derivative
complaint against Mr. Allen alleging claims on the Debtors'
behalf.

In July 2002, Mr. Seinfeld's action was automatically stayed as a
result of the Debtors' filing of their Chapter 11 voluntary
petition.

On January 6, 2003, Mr. Seinfeld asked the Bankruptcy Court to
vacate the automatic stay.  The Debtors opposed that request on
the grounds that it would investigate the claims alleged in Mr.
Seinfeld's complaint and take appropriate action.  The Court
denied the Motion to Vacate the Stay.

                      The Amended Complaint

On July 19, 2004, the District Court authorized Mr. Seinfeld to
amend his complaint and provided a briefing schedule for a motion
to dismiss.

Gloria Kui, Esq., at Ballon, Bader & Nadler, P.C., in New York,
relates that the Amended Complaint alleged that the former
directors breached their fiduciary duties to the Debtors by
causing it to guarantee and then to pay $198,700,000 owed by
Bernie Ebbers to the Bank of America, N.A., that was secured by
11,570,706 shares of the Debtors' stock.  As a stockholder, Mr.
Seinfeld sought relief on the Debtors' behalf against the former
directors and the BofA on the grounds that the Bank knowingly
participated in an enterprise with the former directors, thus
violating their fiduciary duties to the Debtors.

However, upon the Defendants' request, the District Court
dismissed the Amended Complaint in May 2005.

                            The Appeal

Mr. Seinfeld then took an appeal of the District Court Order to
the United States Court of Appeals for the Second Circuit.  The
Second Circuit affirmed the District Court's order on
February 27, 2006.  Then, on March 13, 2006, Mr. Seinfeld filed a
combined petition for panel rehearing and for rehearing en banc.

The issues briefed before the Second Circuit included:

   -- whether the stockholder had standing;

   -- whether the stockholder complied with Georgia universal
      pre-suit demand requirement;

   -- whether there was a cause of action against BofA under
      Georgia Law; and

   -- whether the terms and provisions of the Debtors' Plan of
      Reorganization barred the stockholder from litigating the
      case.

The Second Circuit didn't address any of those issues.  Instead,
the Second Circuit held that since no final decree had been
entered under the Rule 3022 of the Federal Rules of Bankruptcy
Procedure, the Debtors' bankruptcy proceedings remain open and
that since the Chapter 11 proceedings remain open, the
stockholder should have sought a Bankruptcy Court's order
allowing him to pursue those claims on the Debtors' behalf.

Ms. Kui notes that Mr. Seinfeld filed his request as a cautionary
measure.  Mr. Seinfeld has expressed concern that he might face
sanctions if the Bankruptcy Court no longer has jurisdiction over
the Seinfeld Action.

Ms. Kui contends that no sanction should be imposed on Mr.
Seinfeld for making his request.  "[Mr. Seinfeld's] motion for an
order from [the Bankruptcy] Court to proceed is reasonable under
the circumstances since it is the direction of the Second Circuit
to do so."

                         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
Oct. 31, 2003, and on Apr. 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)


WORLDCOM INC: Galaxy, Silverstein and Akerman Settles Dispute
-------------------------------------------------------------
Before its bankruptcy filing, WorldCom, Inc., and its debtor-
affiliates filed a lawsuit against Galaxy Long Distance, Inc., in
United States District Court for the Middle District of Florida.

Pursuant to the District Court Litigation, Galaxy filed Claim
No. 12138 for $20,000,000 in the Debtors' Chapter 11 case.  The
Debtors objected to Galaxy's claim.

In a stipulation approved by the U.S. Bankruptcy Court for the
District of New York dated Sept. 28, 2005, the parties agreed that
Galaxy's Claim No. 12138 will be reduced and allowed as a general
unsecured claim for $1,000,000, equivalent to a $178,500 cash
payment and 7,140 shares of stock distribution
with a then current market value aggregating $141,586.

Pursuant to the Galaxy Settlement, these amounts of cash
and shares of stock owed to Galaxy have been paid, credited and
delivered to the Debtors' counsel, DLA Piper Rudnick Gray Cary US
LLP -- instead of to Galaxy -- due to the conflicting demands and
an Interpleader Motion:

   * A credit transfer of 7,140 shares of MCI stock as of
     October 14, 2005;

   * MCI dividend check dated October 27, 2005, grossly totaling
     $39,984, and after taxes withheld, totaling $28,788 net;

   * A MCI settlement check dated November 17, 2005, totaling
     $178,500;

   * A Verizon "merger consideration" check dated January 13,
     2006, totaling $19,565; and,

   * A Verizon dividend check dated February 1, 2006, totaling
     $1,660.

In connection with the payment of the dividend, the Debtors
withheld income taxes aggregating $11,955.

Akerman Senterfitt represented Galaxy in the District Court
Action, but subsequently resigned from that position.  Murray
Silverstein, P.A., succeeded Akerman as Galaxy's representative.

Akerman then filed a motion in the District Court Action to
enforce its Charging Lien.  However, the Lien Motion was denied.

The Debtors then received conflicting demands from Galaxy,
Akerman and Silverstein with respect to the Galaxy Settlement
Proceeds.  Subsequently, in December 2005, the Debtors filed a
Motion to Interplead Funds and Stock.

To resolve their dispute, the Debtors, Galaxy, Silverstein, DLA
Piper and Akerman stipulate that:

   (a) Galaxy and Silverstein acknowledges the validity of
       Akerman's Charging Lien, both as to liability and amount
       to the extent of $162,000, and consents to the Debtors'
       $162,000 cash payment to Akerman from the Galaxy
       Settlement Proceeds and in full satisfaction of the
       indebtedness secured by the Charging Lien;

   (b) Galaxy withdraws, with prejudice, its:

       -- Objection to Interpleader Motion, and its motion to
          enforce settlement and alternative motion for sanctions
          against DLA Piper;

       -- Objection and response to Akerman's Motion to Enforce
          Charging Lien; and

       -- Amended Notice of Filing of an Affidavit of William Z.
          Geiger, III, as president of Galaxy, in support of
          Silverstein charging lien;

   (c) Galaxy will not voluntarily seek relief under the
       Bankruptcy Code nor consent to the involuntary
       commencement of a case against it under the Bankruptcy
       Code, prior to the expiration of 100 days after the
       $162,000 Akerman payment;

   (d) Galaxy if the $162,000 cash payment:

          (i) does not occur immediately; or

         (ii) if timely made, Akerman's right to retain the
              $162,000 payment is abrogated, avoided or set aside
              by an order or judgment of a court of competent
              jurisdiction;

       then their Settlement Stipulation will be null and void.

       In that event, Galaxy consents to the restoration of the
       Pending motions and responses, Akerman's claims to its
       Charging Lien in its original amount, and Galaxy's claims
       and defenses into the Court's calendar;

   (e) Silverstein withdraws, with prejudice, the Notice of
       Charging Lien and Retaining Lien Against Galaxy;

   (f) The Debtors withdraw, with prejudice, their Interpleader
       Motion, their reply to Galaxy's objection to the
       Interpleader Motion, and their objection to Galaxy's
       Motion for Sanctions;

   (g) DLA Piper withdraws, with prejudice, its Reservation of
       Rights and Objection to Galaxy's Motion for Sanctions;

   (h) The Debtors and DLA Piper acknowledge the validity of
       Akerman's Charging Lien, both as to liability and amount
       to the extent of $162,000, and agree to:

       -- pay $162,000 cash to Akerman from the Galaxy Settlement
          Proceeds, in full satisfaction of the indebtedness
          secured by the Charging Lien;

       -- pay to Galaxy the balance of the cash component of the
          Galaxy Settlement Proceeds, pursuant to the terms of
          the Galaxy Settlement Agreement and in accordance with
          Galaxy's delivery and payment instructions;

       -- deliver the original executed Transfer of Ownership
          Form, pursuant to which all their shares of stock to be
          distributed pursuant to the Galaxy Settlement will be
          transferred to Galaxy; and

       -- subject to their receipt of a fully executed W-9 form,
          pay the Withholding Amount to Galaxy within a
          reasonable period of time;

   (i) Akerman withdraws, with prejudice, its:

       -- Motion to Enforce;

       -- Reply to Galaxy's Objection to its Motion to Enforce
          Charging Lien; and

       -- Reply to Galaxy's Objection to the Interpleader Motion
          and Objection to Galaxy's Motion to Enforce Settlement;
          and

   (j)) The parties will exchange mutual releases with respect to
        all actions they may have asserted against each other,
        relating to the Galaxy Claim, the Galaxy Settlement
        Agreement and the Galaxy Settlement Proceeds.

The Parties ask the Bankruptcy Court to approve their Stipulation.

                         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
Oct. 31, 2003, and on Apr. 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)


WORLDCOM INC: Court OKs Pact Settling Missouri's Remaining Claims
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New York approved
the stipulation between WorldCom, Inc., and its debtor-affiliates
and the state of Missouri resolving Missouri's remaining claims.

On Jan. 23, 2003, Missouri filed various proofs of claim asserting
liability against the Debtors for various taxes, interest and
penalties it imposed.  Missouri subsequently amended its Original
Claims.

Pursuant to an Oct. 7, 2003 order, the Court granted Missouri more
time to file additional proof of claims against the Debtors for
Missouri state taxes.  Missouri filed those Additional Claims.

Subsequently, the Debtors settled the Additional Claims with
Missouri and various other jurisdictions pursuant to a Settlement
Agreement and Release -- the Royalty Settlement.

The Debtors have objected to many of Missouri's remaining claims.

To resolve their dispute, the Debtors and Missouri agree that:

   (a) Eleven claims and portions of those claims are deemed to
       be Priority Tax Claims, Convenience Claims and
       Administrative Expense Claims, as determined in accordance
       with the requirements of the Debtors' Plan of
       Reorganization:

                    Priority   Convenience  Admin.      Total
       Claim No.    Tax Amt.   Claim Amt.   Expense     Amount
       ---------    --------   ----------   -------   --------
          557              -       $4,852         -     $4,852
        30813              -          111         -        111
        30808           $556            -      $443      1,000
        30814          6,350        6,390         -     12,741
        30818             24          137         -        161
        30819            367           33         -        401
        36447         41,339        2,441         -     43,780
           33         48,600        4,783         -     53,384
          526            846           66       242      1,155
          927         29,960        2,310         -     32,270
          558              -       10,307         -     10,607
                                                      ========
                                          TOTAL       $160,468

   (b) Missouri acknowledges that the $3,646 overpayment by
       Brooks Fiber Communications of Missouri, Inc., and the
       $1,198 by UUNET Technologies, Inc., overpayment can be
       used to offset the $160,468;

   (c) After taking into account the Offset Amounts, the Debtors
       agree to pay Missouri $155,624 net;

   (d) The 42 remaining Missouri Claims, which do not require
       payment, along with the Priority Tax Claims, Convenience
       Claims and Administrative Expense Claims, are considered
       satisfied in full, released and withdrawn and expunged in
       their entirety;

       A list of the 42 Remaining Claims is available for free
       at http://researcharchives.com/t/s?af1

   (e) Except as may otherwise be provided in the Royalty
       Settlement, the Stipulation resolves all outstanding
       prepetition tax liabilities claimed by Missouri against
       the Debtors as well as all tax liabilities for tax periods
       as of December 31, 2003.

       For any prepetition period and for any tax period as of
       December 31, 2003, Missouri agrees not to file any
       additional tax claims or amend any claim to assert
       additional tax liabilities against the Debtors.

                         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
Oct. 31, 2003, and on Apr. 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)


* BOOK REVIEW: Harvest Moon: Portrait of a Nursing Home
-------------------------------------------------------
Author:     Sallie Tisdale
Publisher:  Beard Books
Softcover:  204 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587981653/internetbankrupt


Sallie Tisdale uses her vantage point as a registered nurse to
present an intriguing look at the structure, operations, staff,
and patients of a typical nursing home named Harvest Moon.  The
privacy of the people she encounters at work has been protected
with pseudonyms, but her descriptions of physical facilities, the
behavior of individual patients, the commitment of nurses, and
other varied issues and relationships encountered in nursing homes
will be recognized as true by anyone familiar with this area of
healthcare.

Harvest Moon is, in the main, a humanistic portrait of a nursing
home.  Tisdale takes no political position, nor does she offer
solutions to the problems of nursing homes and the larger social
problem of providing quality healthcare for the elderly.  In
keeping with the book's humanistic tone, the author is also not
critical of any of the many individuals who appear in her
fictionalized, but true-to-life, nursing home.

Harvest Moon, like the large majority of nursing homes that have a
limited number of patients, staff, and administrators and a
singular focus on care for the elderly, adopts a kind of tribal
village approach (rather than a corporate approach) to providing
healthcare for the aged.

Without going into the causes of problems in the nursing home
industry, Tisdale does nonetheless note that the shift "undeniably
and inexorably toward profit" in this field has created a
situation where the "demands of profit-oriented budgets are made
worse by the shortage of help."

Staffing issues have long been a problem in an industry where the
annual turnover rate is 60%.  Although the "boom" of the nursing
home industry has run its course since the book was first
published in 1987, conditions in nursing homes are still more or
less the same, and the same problems remain.

The author's observations that the cost of nursing-home care
sometimes causes "impoverishment" for individuals and their
families is familiar.

With scenes, dialog, recurring characters, and a loose story line,
the book reads like a novel.  Tisdale's remark, "It is a beautiful
and perfectly clear day, a day of short sleeves and no clouds,"
draws a sharp contrast with the atmosphere of the nursing home
with its fluorescent lights that illuminate the same no matter
what kind of day it is.

A relative of one of the patients comes in with "a shiny pink
raincoat."  Her hair "falls lankly below her stooped shoulders" as
she "steps up to the counter like a Fate."  In another place,
"smells of kitchen steam and urine, mop buckets and laundry, and
disinfectant...mingle together in the halls."  These and other
vivid descriptions draw the reader into the experience of having
entered a nursing home.

Unlike most other books that look into the healthcare industry,
Harvest Moon does not delve into issues of organizational
structure, present cost analyses, opine about government
intervention, or offer a laundry list of solutions.

Yet all of this can be plainly inferred by any reader with
knowledge of the recognized problems of modern-day healthcare and
the debates on dealing with those problems.

In places, Tisdale cites numbers and other facts of the nursing-
home field -- for example, "...there are almost 24,000 nursing
homes in the United States....  Nursing homes house two million
people at a cost of over $30 billion dollars annually -- about 8%
of all the dollars spent nationally on health care."

In other places, she uses settings, situations, and individuals to
bring in background material on the nursing home industry.  Such
techniques do not take away from the author's aim of conveying
just what things are like in a nursing home -- rather they
supplement her objective.

For example, her vivid description, "[t]he third hall, C Wing, is
a sickly orange, and has room for 40 patients requiring
professional nursing, or 'skilled care'", is followed in the same
paragraph with an explanation of what "skilled care" means and how
it differs from the care provided in hospitals.

She continues on to further explain how the skilled care of modern
healthcare for "patients who would have never left the hospital"
in previous decades but now must do so because of the crushing
costs of hospital stays is part of the reason for the growth of
nursing homes and the problems they try to deal with.

But, as always, Tisdale returns to the illustrative examples of
Harvest Moon.  For example, a paragraph begins, "The patients on C
Wing are notable most of all for variety in condition and
disease," followed by the naming of these.

There is no better book than Harvest Moon for getting a true
picture of a nursing home.  It is an exemplary humanitarian tale,
while also relating the fundamentals of the business and
healthcare issues that have to be taken into account for problems
with nursing homes to be alleviated and perhaps some day remedied.

A registered nurse, Sallie Tisdale is the well-known author of six
books and many articles and also a contributing editor of the
magazine Tricycle.  Her work and interests in the healthcare field
have been recognized with awards and fellowships, including an NEA
Fellowship.

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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.

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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.

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