TCR_Public/060613.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, June 13, 2006, Vol. 10, No. 139

                             Headlines

360 GLOBAL: Posts $123 Million First Quarter Net Loss
ADSERO CORP: Incurs $704,976 Net Loss in 2006 First Quarter
ADVOCAT INC: Sale of Last North Carolina Facility Extended
AIRWAY INDUSTRIES: Wants to Hold on to Leases Until June 29
ALLIED HOLDINGS: Court Rejects Gateway's Lift-Stay Plea

ALLIED HOLDINGS: Vollman Wants to Continue Personal Injury Suit
AMCAST INDUSTRIAL: Has Until June 29 to Decided on Gas City Leases
AMERICAN ACHIEVEMENT: Plans $150 Million Senior Notes Offering
AMHERST TECH: Ch. 7 Trustee Hires Birfam Two as Collections Agent
APHTON CORP: Section 341(a) Meeting Scheduled for June 30

APHTON CORP: Wants Until July 7 to File Schedules & Statements
AXM PHARMA: Has Until June 16 to Appeal Pending AMEX Delisting
BOYD GAMING: Buying Dana Jai Alai for $152.5 Million
BTAC MERGER: Moody's Assigns B3 Rating on $200 Million Notes
BUCKEYE TECHNOLOGIES: David Ferraro Retiring in September

CABLE SATISFACTION: Interim Receiver Wants Cogeco Deal Approved
CARAUSTAR INDUSTRIES: Labor Issues Prompt Ohio Plant Closure
CLOROX COMPANY: Equity Deficit Tops $427 Million at March 31
CONVERSENT COMMS: S&P Affirms B Corp. Credit & Sr. Debt Ratings
COVAD COMMS: Posts $9.3 Mil. Net Loss in 1st Qtr. Ended March 31

CSFB MANUFACTURED: Moody's Places Ba3 Rating on Class B-1 Certs.
DANA CORP: ITW Withdraws Motion Seeking Debtors' Decision on Deal
DANA CORP: Wants To Assume Five Supply Agreements
DANA CORP: Withdraws Repudiating Vendors Notice for Continental
DAYTON SUPERIOR: Tight Liquidity Prompts S&P to Junk Ratings

DELPHI CORP: Court Approves $5.8 Million Payment to Flextronics
DELPHI CORP: General Motors Fails to Delay CBA Rejection Hearings
DELTA AIR: CEO G. Grinstein Fights for Pension Reform Legislation
DELTA AIR: UnionBanc Objects to Embraer Aircraft Leases Rejection
DLJ MORTGAGE: S&P Affirms Class B-4 Certificates' B+ Rating

DORAL FINANCIAL: Default Notice Cues S&P to Lower Ratings to B+
DYNCORP INT'L: Moody's Lifts Caa1 Rating on $320 Mil. Notes to B3
EASY GARDENER: Committee Taps FTI Consulting as Financial Advisor
EASY GARDENER: Hires Houlihan Lockey as Finnacial Advisor
ENRON CORP: Asks Court to Approve Transco Settlement Agreement

ENTI INC: Case Summary & 20 Largest Unsecured Creditors
ERA AVIATION: Has Until September 1 to File Plan of Reorganization
EVANS INDUSTRIES: Files Schedules of Assets and Liabilities
GEORGIA GULF: Acquisition Plan Prompts Moody's to Review Ratings
GETTY IMAGES: Moody's Ups Ba3 Rating on $265MM Sub. Notes to Ba2

GIBRALTAR INDUSTRIES: S&P Affirms BB Corporate Credit Rating
GLOBAL REALTY: Incurs $808,979 Net Loss in 2006 1st Fiscal Qtr.
GULFMARK OFFSHORE: S&P Downgrades Senior Notes' Rating to B+
HARDWOOD P-G: Committee Can Employ Haynes and Boone as Counsel
HEATING OIL: Court Sets July 25 as Bar Date for Other Creditors

HI-LIFT OF NEW YORK: Files Schedules of Assets & Liabilities
HI-LIFT OF NEW YORK: TMR Unit File Schedules of Assets & Debts
INNOVA PURE: Files 2006 Third Quarter Financial Statements
INSIGHT COMMS: Posts $10.8 Mil. Net Loss for 2006 First Quarter
INSURANCE AUTO: Moody's Junks Rating on $150MM Sr. Unsec. Notes

INTELSAT LTD: Moody's Puts B2 Rating on New $750MM Senior Notes
INTELSAT LTD: PanAmSat Acquisition Cues S&P to Affirm BB- Rating
INTERLINE BRANDS: S&P Assigns B Rating to $175 Million Sub. Notes
IXIS ABS: Moody's Places Ba1 Rating on $4 Million Class E Notes
J.L. FRENCH: Court Approves $255 Mil. Goldman & Morgan Exit Pact

J.L. FRENCH: Court Approves Miller Buckfire as Financial Advisor
KAISER ALUMINUM: Court Approves $67.2 Mil. Hartford Settlement
LEHMAN ABS: Moody's Pares Caa2 Rating on Class B-1 Certs. to Ca
LEVITZ HOME: Assumes and Assigns Three Store Leases to PLVTZ
LIBBEY GLASS: Moody's Rates Planned $300 Mil. Notes Offer at B2

LONG BEACH: Moody's Junks Ratings on 3 Certificate Classes
MACKENZIE BOWELL: Chapter 15 Petition Summary
MERIDIAN AUTOMOTIVE: Panel Questions Validity of Lenders' Lien
MERIDIAN AUTOMOTIVE: Union Fights for Locked-Out Workers' Jobs
NATIONAL MENTOR: Moody's Junks $215 Mil. Sr. Sub. Notes' Rating

NOVASTAR: Moody's Places Ba1 Rating on Class M-10 Certificates
ONEIDA LTD: Panel Can Hire Klestadt & Winters as Conflicts Counsel
PERFORMANCE TRANSPORTATION: Plan Filing Deadline Moved to Aug. 31
PERFORMANCE TRANSPORTATION: Wants August 15 as Claims Bar Date
PRIMUS INTERNATIONAL: S&P Withdraws B+ Corporate Credit Rating

PROVIDENT PACIFIC: Ch. 7 Trustee Hires Bachecki Crom as Accountant
PTC ALLIANCE: Files Schedules of Assets and Liabilities
PTC ALLIANCE: List of 20 Largest Unsecured Creditors
REGAL CINEMAS: Moody's Holds Ba2 Senior Secured Bank Debt Rating
SAINT VINCENTS: Court Approves Staten Island Hospital Sale Process

SAINT VINCENTS: SVMC Wants to Buy Leased Property from Turnpike
SANTIAGO ASSOCIATES: Files Schedules of Assets and Liabilities
SEPRACOR INC: Will Cooperate with SEC on Stock Options Probe
SILICON GRAPHICS: Court Approves CMP as Conflicts Counsel
SILICON GRAPHICS: Panel Wants Cash Management System Order Amended

SIVAULT SYSTEMS: Earns $523,214 in 2006 First Fiscal Quarter
SOS REALTY: Files Schedules of Assets and Liabilities
SOURCECORP: Moody's Puts B1 Rating on $200 Mil. Sr. Sec. Loans
SOUTHWEST FAMILY: Involuntary Chapter 11 Case Summary
SPECTRUM BRANDS: Moody's Junks Rating on $1 Bil. Sr. Sub. Notes

SUSQUEHANNA: Moody's Withdraws Ba2 Corporate Family Rating
TOWN SPORTS: Moody's Holds Junk Rating on $213MM Discount Notes
TRANSPORT INDUSTRIES: S&P Affirms B+ Corporate Credit Rating
TRC HOLDINGS: Files Schedules of Assets and Liabilities
TRINITY LEARNING: March 31 Balance Sheet Upside Down by $18 Mil.

TRIPLE A POULTRY: Section 341(a) Meeting Scheduled for June 20
UNITY VIRGINIA: Section 341(a) Meeting Scheduled for June 20
VIKING SYSTEMS: Posts $4.4 Mil. Net Loss in 2006 1t Fiscal Qtr.
VILLAGEEDOCS INC: Corbin & Company Expresses Going Concern Doubt
WILLIAMS PARTNERS: Moody's Rates $150MM Sr. Unsec. Notes at Ba3

WIZZARD SOFTWARE: Gregory & Associates Raises Going Concern Doubt
WORLDCOM INC: Agrees with Travelers to Continue Tulsa Action
WORLDCOM INC: Wants Final Fairness Hearing Moved
XYBERNAUT: Replaces IP Innovations with SSG Capital as Advisor
XYBERNAUT CORP: Wants Until Sept. 1 to File Chapter 11 Plan

* F. Grundman and C. Thel Joins Cohen & Grigsby as Associates

* Large Companies with Insolvent Balance Sheets

                             *********

360 GLOBAL: Posts $123 Million First Quarter Net Loss
-----------------------------------------------------
360 Global Wine Company filed its first quarter financial
statements for the three months ended March 31, 2006, with the
Securities and Exchange Commission on May 19, 2006.

The Company reported a $123,196,000 net loss on $4,231,000 of
revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $139,283,000
in total assets, $152,295,000 in total liabilities and $12,650,000
n minority interest, resulting in a $25,662,000 stockholders'
equity.

The Company's March 31 balance sheet also showed strained
liquidity with $18,367,000 in total current assets available to
pay $142,895,000 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?b1a

                        Going Concern Doubt

David S. Hall, P.C., in Dallas, Texas, raised substantial doubt
about 360 Global Wine Company's  ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's operating losses since inception.

                          About 360 Global

360 Global Wine Company, through its subsidiaries, markets
and distributes alcohol beverages in the wine category.  The
company offers various wines produced by Viansa and Kirkland
Knightsbridge, LLC.  Also it market products through retail
locations and wine distributors.


ADSERO CORP: Incurs $704,976 Net Loss in 2006 First Quarter
-----------------------------------------------------------
Adsero Corp., filed its first quarter financial statements for the
three months ended March 31, 2006, with the Securities and
Exchange Commission on May 24, 2006.

The Company reported a $704,976 net loss on $7,416,849 of revenues
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $23,136,313
in total assets and $20,696,943 in total liabilities resulting in
$2,439,370 stockholders' equity.

The Company's March 31 balance sheet also showed strained
liquidity with $8,599,923 in total current assets available to pay
$14,227,235 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?b16

                       Going Concern Doubt

Marcum & Kliegman, LLP, in New York, raised substantial doubt
about ADSERO CORP.'s ability to continue as a going concern after
auditing the Company's consolidated financial statements for
the year ended Dec. 31, 2005.  The auditor pointed to the
Company's recurring operating losses and accumulated deficit
of $19,376,401.

                        About Adsero Corp

Adsero Corp., manufactures and markets ink products for industrial
printing businesses.


ADVOCAT INC: Sale of Last North Carolina Facility Extended  
----------------------------------------------------------
Advocat Inc. extended its previously announced agreement to sell
one assisted living facility in North Carolina.

As reported in the Troubled Company Reporter on May 18, 2006, the
Company's one remaining assisted living facility in North Carolina
is under contract to sell for approximately $4 million.

This sale is subject to customary contingencies, including the
purchaser obtaining financing and completing due diligence.  This
sale was initially expected to close in the second quarter, but
the closing date has been extended to allow the purchaser more
time to complete due diligence.  The sale is now expected to close
by the end of the third quarter of 2006

                         About Advocat Inc.

Headquartered in Brentwood, Tennessee, Advocat Inc. (OTCBB: AVCA)
-- http://www.irinfo.com/avc-- provides long-term care services   
to nursing home patients and residents of assisted living
facilities in nine states, primarily in the Southeast.  The
Company has 43 centers containing 4,505 licensed nursing beds.

                          *     *     *

As reported in the Troubled Company Reporter on April 3, 2006,
BDO Seidman LLP raised substantial doubt about Advocat Inc.'s
ability to continue as a going concern after it audited the
Company's financial statements for the year ended Dec. 31, 2005.

The Company is not in compliance with certain debt covenants that
allow the holders to demand immediate repayment.  It has limited
resources, including working capital, available to fund the
reserve recorded for retained professional liability risk and to
meet its debt service requirements during 2006.


AIRWAY INDUSTRIES: Wants to Hold on to Leases Until June 29
-----------------------------------------------------------
Airway Industries, Inc., asks the U.S. Bankruptcy Court for the
Western District of Pennsylvania to extend the period within which
it has the option to assume, assume and assign or reject these
leases to June 29, 2006:

   Non-Debtor Party                      Lease
   ----------------                      -----
   BRT Enterprises                       Building Lease for
   6990 Haigh Street                     Orland, California
   Orland, CA 95963                      dated November 25, 1997;
                                         First Amendment to and
                                         Extension of Lease dated
                                         July 15, 1998

   Bruce Weiner Family Ltd. Partnership  Building Lease for
   930 Beaver Avenue                     Ellwood City, PA;
   Ellwood City, PA 16117                Amendment of Lease; and
                                         Amendment and Extension
                                         of Lease all dated
                                         February 12, 1996

   Data Micro, Inc.                      Building Lease for
   267 Matheson Boulevard, East          Mississauga  
   Unit 1
   Missassauga, Ontario
   Canada L4Z 1X8

Joel M. Walker, Esq., at Duane Morris LLP, in Pittsburgh,
Pennsylvania, reminds the Court that the Debtor sold substantially
all of its assets to TravelPro International, Inc.  Under the
terms of the sale, TravelPro is entitled to occupy the leased
properties until June 29, 2006.

The Debtor is now in the process of winding down its business
after it sold all of its assets.  TravelPro's ability to occupy
the leased properties was an important element in TravelPro's
willingness to purchase the Debtor's assets for $17.5 million.  
The Debtor also continues to occupy portions of the Leased Real
Property for purposes of the wind down of its business but it will
not need to do so after June 29, 2006.

Headquartered in Ellwood City, Pennsylvania, Airway Industries,
Inc. -- http://www.atlanticluggage.com/-- manufactures suitcases,
garment bags, briefcases and other travel products and
accessories.  The Company filed for chapter 11 protection on
Jan. 20, 2006 (Bankr. W.D. Pa. Case No. 06-20224).  Joel M.
Walker, Esq., at Duane Morris LLP represents the Debtor in its
restructuring efforts.  The U.S. Trustee appointed the Official
Committee of Unsecured Creditors on Feb. 6, 2006.  George
Angelich, Esq., at Arent Fox PLLC, represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $10 million to $50 million.


ALLIED HOLDINGS: Court Rejects Gateway's Lift-Stay Plea
-------------------------------------------------------
For reasons stated in open court, Judge Drake of the U.S
Bankruptcy Court for the Northern District of Georgia denied the
request filed by Gateway Development and Manufacturing, Inc., to
lift the automatic stay so it can proceed with a lawsuit against
Allied Holdings, Inc.

As reported in the Troubled Company Reporter on March 15, 2006,
Gateway filed with the New York Supreme Court, Erie County, a
civil lawsuit against Commercial Carriers, Inc., Ryder Truck
Rental, Inc., and Allied Holdings, Inc.

Gateway asserted claims against CCI for breach of contract, breach
of implied duties, fraudulent inducement, negligent
misrepresentation, and fraud.  Gateway also asserted claims
against Allied for tortious interference with contractual
relations.

In the New York Action, Gateway sought to recover from CCI and
Allied at least $18,000,000, and as indicated by evidence
developed in discovery, as much as $21,850,000, as well as
punitive damages, judgment interest, costs and legal expenses.

The New York Action has been pending for more than eight years.
During that period, the Action has progressed through the bulk of
discovery, the litigation of numerous discovery disputes, two
separate rounds of motions for summary judgment filed by various
parties, two separate and complex appeals of the court's summary
judgment ruling and the majority of other pre-trial activities.

Gateway asked the Court to lift the automatic stay to permit the
New York Action to proceed to conclusion against all defendants
including Allied, CCI, AAGI and Axis, and including the completion
of:

    -- discovery;
    -- filing and adjudication of any remaining pre-trial motions;
    -- preparations for trial;
    -- conduct of the trial;
    -- filing and adjudication of any post-trial motions; and
    -- final adjudication of any appeals of decisions entered in
       the New York Action.

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


ALLIED HOLDINGS: Vollman Wants to Continue Personal Injury Suit
--------------------------------------------------------------
Ralph Vollman asks the U.S. Bankruptcy Court for the Northern
District of Georgia to:

    * terminate or modify the stay to allow him to proceed with
      his personal injury case and collect any judgments in his
      favor, to the extent they are covered and payable by
      insurance;

    * allow him to amend his Proof of Claim, if appropriate, to
      the extent he is awarded a judgment in excess of the
      insurance coverage, or which are not otherwise covered by
      insurance, in order to participate in any distributions made
      to similarly situated creditors; and

    * obtain verification of insurance coverage available to
      satisfy claims.

Mr. Vollman filed a claim for serious personal injuries against
Delphi Corporation and its debtor-affiliates.  Mr. Vollman was
injured when his car collided with the Debtors' car carrier on
MacArthur Boulevard in Barnstable County, Massachusetts, in April
2003.  Rodger Grubb, the driver of the Debtors' car carrier,
received a criminal citation for gross negligence.

Frank N. White, Esq., at Arnall, Golden, Gregory, LLP, in
Atlanta, Georgia, relates that Mr. Vollman:

    -- incurred more than $800,000 for medical treatment;

    -- lost wages in excess of $25,000;

    -- lost earning capacity; and

    -- was and continues to be restricted in his activities.

As a result of his losses, Mr. Vollman sought $5,000,000 in
damages.

Mr. Vollman filed a lawsuit on Dec. 30, 2003, against Roger Lynn
Grubb and Allied Systems, Ltd.  The litigation is pending in the
United States District Court for the District of Massachusetts.

Mr. Vollman estimates that discovery is 80% completed in his case
and believes that the Debtors have insurance policies that would
compensate him for his losses.

Mr. Vollman wants to continue the discovery.

Mr. White assures the Court that allowing Mr. Vollman to obtain
adjudication will not prevent the effective reorganization of the
Debtors.

Mr. White contends that the continuation of the stay and the
prevention of discovery will result in greater hardship to Mr.
Vollman, as it may result in spoliation of evidence, the loss of
witness testimony and his inability to establish liability and
damages at the time of trial.

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


AMCAST INDUSTRIAL: Has Until June 29 to Decided on Gas City Leases
------------------------------------------------------------------
The U.S. Bankruptcy Court for The Southern District of Indiana, in
Indianapolis gave Amcast Industrial Corporation and Amcast
Automotive of Indiana, Inc., until June 29, 2006, to decide
whether to assume, assume and assign or reject unexpired leases
related to their Gas City wheel manufacturing operations in
Marion, Indiana.

The Debtors primarily use their Gas City facility to manufacture
aluminum wheels for General Motors Corp. and other customers.  
James P. Moloy, Esq., at Dann Pecar Newman & Kleiman, PC, told the
Bankruptcy Court that the Debtors cannot reach a decision on
the Gas City leases unless their ongoing dispute with GM is
resolved.  

The Debtors are currently negotiating the terms of their
contractual pricing with GM, their largest customer and revenue
source.  The Debtors are asking for certain pricing concessions
from GM so that they can continue to operate profitably.  

Mr. Moloy explained that the resolution of this dispute will
impact the Debtors' reorganization efforts, including whether the
Debtors' Gas City operations will continue.

                     About Amcast Industrial

Headquartered in Fremont, Indiana, Amcast Industrial Corporation,
manufactures and distributes technology-intensive metal products
to end-users and suppliers in the automotive and plumbing
industry.  The Company and four debtor-affiliates filed for
chapter 11 protection on Nov. 30, 2004.  The U.S. Bankruptcy Court
for the Southern District of Ohio confirmed the Debtors' Third
Amended Joint Plan of Reorganization on July 29, 2005.  The
Debtors emerged from bankruptcy on Aug. 4, 2005.

Amcast Industrial Corporation and Amcast Automotive of Indiana,
Inc., filed for chapter 11 protection a second time on Dec. 1,
2005 (Bankr. S.D. Ind. Case No. 05-33322). David H. Kleiman, Esq.,
and James P. Moloy, Esq., at Dann Pecar Newman & Kleiman, P.C.,
represent the Debtors in their restructuring efforts.  Henry A.
Efromson, Esq., and Ben T. Caughey, Esq., at Ice Miller LLP,
represent the Official Committee of Unsecured Creditors.  Kevin I.
Dowd at Berkeley Square Group LLC serves as Amcast's financial
advisor.  The Creditors' Committee receives financial advice from
Thomas E. Hill at Alvarez & Marsal, LLC.  When the Debtor and its
affiliate filed for protection from their creditors, they listed
total assets of $97,780,231 and total liabilities of $100,620,855.


AMERICAN ACHIEVEMENT: Plans $150 Million Senior Notes Offering
--------------------------------------------------------------
American Achievement Corporation and AAC Group Holding Corp.
disclosed that their new parent company, American Achievement
Group Holding Corp., expects to commence an offering under Rule
144A and Regulation S of $150 million aggregate gross proceeds of
senior discount notes due 2016.  The senior discount notes will be
general unsecured obligations of American Achievement Group
Holding Corp.

Up to 100% of the net proceeds of the offering will be distributed
to the stockholders of American Achievement Group Holding Corp.
and used to pay related costs and expenses.  Subject to acceptable
market and interest rate conditions, the Company anticipates that
American Achievement Group Holding Corp. will complete the
offering this month.

Austin, Texas-based American Achievement Corporation --
http://www.cbi-rings.com/-- provides products associated with  
graduation and important event commemoration, with a legacy based
on the delivery of exceptionally well-crafted products, including
class rings, yearbooks, graduation products, achievement
publications and affinity jewelry through in-school and retail
distribution.  AAC's premier brands include: Balfour and
ArtCarved, providers of class rings and graduation products; ECI,
publisher of Who's Who Among American High School Students(R);
Keepsake Fine Jewelry; and Taylor Publishing, publisher of
yearbooks.  AAC has over 2,000 employees and is majority-owned by
Fenway Partners.

                             *   *   *

As reported in the Troubled Company Reporter on June 7, 2006,
Standard & Poor's Ratings Services lowered its ratings on American
Achievement Corp. and its intermediate holding company AAC Group
Holding Corp., including its corporate credit ratings to 'B' from
'B+'.  At the same time, Standard & Poor's assigned its 'CCC+'
rating to company's ultimate parent American Achievement Group
Holding Corp.'s $150 million senior discount notes due 2016,
reflecting the structural subordination of the notes to other
indebtedness at AAC.

As reported in the Troubled Company Reporter on Jun 7, 2006,
Moody's Investors Service assigned a Caa2 rating to American
Achievement Group Holding Corp.'s proposed $150 million senior
unsecured discount notes due 2016.  The company's corporate family
rating was downgraded to B2 from B1.  Moody's also affirmed the
company's other debt ratings.  The downgrade of the corporate
family rating reflected Moody's view that the additional $150
million of debt associated with the proposed discount notes
results in consolidated credit metrics that are inconsistent with
a B1 ratings profile.


AMHERST TECH: Ch. 7 Trustee Hires Birfam Two as Collections Agent
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire gave
Olga L. Bogdanov, the chapter 7 trustee appointed in the
liquidation proceedings of Amherst Technologies, LLC, and its
debtor-affiliates, permission to hire Birfam Two, LLC, as her
collection agent.

In May 2006, the Court approved a stipulation between the Chapter
7 Trustee and IBM Credit, LLC, resolving her claims and causes of
action against IBM Credit, including the amount, validity and
enforceability of IBM Credit's debt.  Birfam Two has been
overseeing the collections matters related to IBM Credit.  

Ms. Bogdanov told the Court that Birfam has produced good results
in its work for IBM Credit, and she wanted to continue with an
uninterrupted transition in the collection of accounts receivables
for the Debtors' estates.  Birfam has already collected more than
$20 million from IBM and has advised her that at least $4 million
in accounts receivable remains to be collected.  Birfam will
collect the Debtors' accounts receivable.

Birfam will be paid a $150,000 flat fee and will receive:

   -- a 10% commission on all collections not litigated and
      certain other designated accounts;

   -- a 5% commission on all collections litigated except certain
      designated accounts;

   -- a $12,500 bi-weekly payroll expenses; and

   -- reimbursement of all reasonable and necessary expenses
      approved by the Trustee, estimated at $5,987 monthly.

Gerald Birin, managing member of Birfam, assured the Court that
his firm and its professionals do not hold material interest
adverse to the Debtors and are "disinterested persons" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Merrimack, New Hampshire, Amherst Technologies,
LLC offers enterprise class solutions including wired and wireless
networking, server and storage optimization implementations,
document management solutions, IT lifecycle solutions, Microsoft
solutions, physical security and surveillance and complex
configured systems.  The Company and its debtor-affiliates filed
for chapter 11 protection on July 20, 2005 (Bankr. D. N.H. Case
No. 05-12831).  Daniel W. Sklar, Esq., and Peter N. Tamposi, Esq.,
at Nixon Peabody LLP represents the Debtors.  Douglas McGill,
Esq., and Robert K. Malone, Esq., at Drinker, Biddle & Reath, LLP,
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.  On Oct. 21,
2005, the Court converted the Debtors chapter 11 cases into
liquidation proceedings under chapter 7 of the Bankruptcy Code.  
Olga L. Bognadov, Esq., the chapter 7 trustee, is represented by
Robert A. White, Esq., at Murtha Cullin LLP.


APHTON CORP: Section 341(a) Meeting Scheduled for June 30
---------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of Aphton
Corporation's creditors at 10:00 p.m., on June 30, 2006, at J.
Caleb Boggs Federal Building, 5th Floor, Room 52109 in Wilmington,
Delaware.  This is the first meeting of creditors required under
Section 341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer 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 Philadelphia, Pennsylvania, Aphton Corporation --
http://www.aphton.com/-- is a clinical stage biopharmaceutical
company focused on developing targeted immunotherapies for cancer.
Aphton's products seek to empower the body's own immune system to
fight disease.  Aphton filed for chapter 11 protection on May 23,
2006. (Bankr. D. Del. Case No. 06-10510).  Michael G. Busenkell,
Esq., at Eckert Seamans Cherin & Mellot, LLC, represents the
Debtor in its restructuring efforts.   Aphton estimated its assets
and debts at $1 million to $10 million when it filed for
protection from its creditors.

At Dec. 31, 2005, Aphton's balance sheet showed assets totaling
$6,775,858 and debts totaling $11,641,182.


APHTON CORP: Wants Until July 7 to File Schedules & Statements
--------------------------------------------------------------
Aphton Corporation asks the U.S. Bankruptcy Court for the District
of Delaware to extend, until July 7, 2006, the deadline to file
its schedules and statement of financial affairs.

The Debtor tells the Court that prior to filing for bankruptcy, it
was unable to assemble all the information necessary to complete
and file the schedules and statements.  The Debtor says that this
was due to the limited available staff and that the company's
efforts were focused on continuing the business operations.  

Headquartered in Philadelphia, Pennsylvania, Aphton Corporation --
http://www.aphton.com/-- is a clinical stage biopharmaceutical
company focused on developing targeted immunotherapies for cancer.
Aphton's products seek to empower the body's own immune system to
fight disease.  Aphton filed for chapter 11 protection on May 23,
2006. (Bankr. D. Del. Case No. 06-10510).  Michael G. Busenkell,
Esq., at Eckert Seamans Cherin & Mellot, LLC, represents the
Debtor in its restructuring efforts.  No Committee of Unsecured
Creditors has been appointed in the Debtor's case.  Aphton
estimated its assets and debts at $1 million to $10 million when
it filed for protection from its creditors.

At Dec. 31, 2005, Aphton's balance sheet showed assets totaling
$6,775,858 and debts totaling $11,641,182.


AXM PHARMA: Has Until June 16 to Appeal Pending AMEX Delisting
--------------------------------------------------------------
AXM Pharma, Inc., received a letter from the Staff of the American
Stock Exchange stating that a Listing Qualifications Panel has
reviewed and approved the Amex Staff's determination to delist the
Company's common stock.  Accordingly, Amex intends to suspend
trading in the Company's common stock as soon as practicable and
will proceed with the filing of an application with the Securities
and Exchange Commission to strike the Company's common stock from
listing on the Amex.

The Panel agreed with the Staff's analysis that the Company has
sustained losses which are so substantial in relation to its
overall operations or its existing financial resources, or its
financial condition has become so impaired that it appears
questionable, in the opinion of the Amex, as to whether the
Company will be able to continue operations or meet its
obligations as they mature.

The Panel also cited the Company's failure to have sufficient
stockholders' equity in light of its sustained losses from
continuing operations.

Finally, Amex indicated that during the period between Aug. 31,
2005 and Sept. 19, 2005, the Company, in certain instances, failed
to comply with Section 301 of the Company Guide which provides
that a listed company is not permitted to issue or register
additional securities of a listed class until it has filed an
application for the listing of such additional securities and
received notification from the Exchange that the securities have
been approved for listing.

The Staff Determination indicates that the Company has a limited
right to appeal the determination by requesting an oral hearing or
a hearing based on a written submission before a Listing
Qualifications Panel.  A request must be received by June 16,
2006.  In the event the Company's common stock is delisted from
the Amex, the Company intends to pursue a inclusion of the
Company's common stock on the Over-The-Counter Bulletin Board.

Headquartered in City of Industry, California, AXM Pharma, Inc.
(AMEX: AXJ) -- http://www.axmpharma.com/-- through its wholly   
owned subsidiary, AXM Pharma Shenyang, Inc., is a manufacturer
of proprietary and generic pharmaceutical products, which include
injectables, capsules, tablets, liquids and medicated skin
products for export and domestic Chinese sales.  AXM Shenyang
is located in the City of Shenyang, in the Province of Liaoning,
China.  AXM Shenyang has an operating history of approximately
10 years.

                             *   *   *

                        Going Concern Doubt

Lopez, Blevins, Bork & Associates, LLP, in Houston, Texas, raised
substantial doubt about AXM Pharma, Inc.'s ability to continue as
a going concern after auditing the Company's consolidated
financial statements for the year ended Dec. 31, 2005.  The
auditor pointed to the Company's losses and need for additional
capital.


BOYD GAMING: Buying Dana Jai Alai for $152.5 Million
----------------------------------------------------
Boyd Gaming Corporation and its wholly owned subsidiaries, FGB
Development, Inc., and Boyd Florida, LLC, has entered into a
Purchase Agreement with, The Aragon Group, Inc., Summersport
Enterprises, LLP, and Stephen F. Snyder.

Boyd will acquire Dania Jai Alai and approximately 50 acres of
related land located in Dania Beach, Florida, among other assets,
through the purchase of all of the shares of capital stock in
Aragon and all of the partnership interests in Summersport for an
aggregate purchase price of $152.5 million.  The Company expects
to finance the acquisition through availability under its existing
credit facility.

                        About Boyd Gaming

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) --
http://www.boydgaming.com/-- is a leading diversified owner and  
operator of 19 gaming entertainment properties located in Nevada,
New Jersey, Mississippi, Illinois, Indiana and Louisiana.  The
Company is also developing Echelon Place, a world class
destination on the Las Vegas Strip, expected to open in early
2010.  Additionally, the Company was recently recognized by Forbes
Magazine as the best-managed company in the category of Hotels,
Restaurant and Leisure.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 30, 2006,
Standard & Poor's Ratings Services put a 'B+' rating to Boyd
Gaming Corp.'s $250 million senior subordinated notes due 2016.
At the same time, Standard & Poor's affirmed its existing ratings
on the Las Vegas-based casino operator, including its 'BB' issuer
credit rating.  S&P said the outlook is stable.

As reported in the Troubled Company Reporter on Jan. 27, 2006,
Moody's Investors Service assigned a B1 to Boyd Gaming
Corporation's new $250 million senior subordinated notes due 2016.
Proceeds from the new notes will be used to reduce revolver
borrowings.  The B1 rating acknowledges that, like Boyd's existing
B1 rated senior subordinated notes, the new notes will not be
guaranteed by the company's subsidiaries.

At the same time, Fitch Ratings assigned a 'B+' rating to Boyd
Gaming Corporation's $250 million senior subordinated notes, the
proceeds of which will be used to repay a portion of the
outstanding balance on the revolving portion of its bank credit
facility, of which $1.134 billion was outstanding at Dec. 31,
2005.


BTAC MERGER: Moody's Assigns B3 Rating on $200 Million Notes
------------------------------------------------------------
Moody's Investors Service assigned first time ratings to BTAC
Merger Corp.  The ratings are being assigned in connection with
the proposed leveraged recapitalization of BTAC Merger Corp. as a
result of its acquisition by Castle Harlan.

These ratings are assigned:

   * Corporate family rating at B2;

   * $200 million senior unsecured notes at B3 .

On May 10 , 2006, Castle Harlan and management signed a definitive
agreement to acquire Baker & Taylor for $455 million.  The
transaction will be financed predominantly with debt from the
proceeds of the proposed $200 million senior unsecured notes and
borrowings under the proposed asset based revolver, as well as
from an equity contribution by Castle Harlan.

The initial borrower of the asset based revolver and issuer of the
unsecured notes will be BTAC Merger Corp. with upstream guarantees
provided by Baker & Taylor Acquisitions Corp. and its wholly owned
domestic subsidiaries; including Baker & Taylor Corporation.  Upon
closing of the transaction, BTAC Merger Corp. will merge with and
into Baker & Taylor Acquisitions Corporation.

The surviving entity will be Baker & Taylor Acquisitions
Corporation.  Upon closing the ratings assigned to BTAC Merger
Corp. will be moved to the surviving entity, Baker & Taylor
Acquisitions Corporation.

The B2 corporate family rating is primarily driven by the
company's weak credit metrics, debt heavy capital structure, and
private equity sponsor influenced financial policy which constrain
the rating category despite certain aspects of its business
franchise factors that could support a higher rating category.

Pro forma for the proposed transaction the company will be highly
levered with weak interest coverage and weak free cash flow
generation.  Its credit metrics are consistent with the single-B
or lower rating categories.  The company's has a history of
leveraged recapitalizations.  The most recent leveraged
recapitalization prior to the current transaction was the
acquisition of the company by Willis Stein in 2003.

The rating outlook is stable.  Positive rating pressure could
develop should the company sustain FCF/Debt above 5% and
EBIT/Interest Expense above 1.5x.  Negative rating pressure could
develop should the company's liquidity deteriorate or operating
performance decline such that free cash flow remained consistently
negative or Debt/EBITDA rose above 6.5x and EBIT/Interest Expense
fell below 1x.

The senior unsecured notes are rated one notch below the corporate
family rating reflecting their junior position to the asset based
facility.  The senior unsecured notes will be guaranteed by each
subsidiary that is either a borrower or guarantor under the asset
based revolving credit facility.

BTAC Merger Corp. and its direct subsidiary Baker & Taylor
Acquisitions Corp. are holding companies whose sole asset is Baker
& Taylor Corporation.  Baker & Taylor Corporation, headquartered
in Charlotte, North Carolina, is a leading domestic and
international distributor of books and entertainment products to
libraries and retailers.


BUCKEYE TECHNOLOGIES: David Ferraro Retiring in September
---------------------------------------------------------
Buckeye Technologies Inc. disclosed that David B. Ferraro,
Chairman and Chief Executive Officer, will retire in September
2006.

In anticipation of Mr. Ferraro's retirement, the Board has elected
John B. Crowe, currently Buckeye President and Chief Operating
Officer, to the office of Chairman and Chief Executive Officer
succeeding Mr. Ferraro.  Other key management changes being made
in accordance with the Company's succession plan include:

     -- Kristopher J. Matula, currently Executive Vice President
        and Chief Financial Officer, will succeed Mr. Crowe as
        President and Chief Operating Officer.

     -- Steven G. Dean, currently Vice President and Controller,
        will succeed Mr. Matula as Chief Financial Officer.

The other members of Buckeye's Executive Team will continue in
their current roles.

Mr. Ferraro stated, "I feel very comfortable in retiring now
because we have a strong leader with wide industry experience
ready to succeed me.  John Crowe has served as our President for
the last three years.  In addition to his Buckeye experience, he
has held senior positions with Weyerhaeuser and Parsons &
Whittemore.  He is an outstanding executive.

Kris Matula is also an exceptional executive who is familiar with
all aspects of Buckeye's business.  He is uniquely qualified to
complete the implementation of the strategic initiatives now
underway.

Our new Chief Financial Officer, Steve Dean, and the remainder of
Buckeye's excellent Management Team will assist John and Kris in
taking the steps necessary to ensure the Company's future
success."

Mr. Crowe commented, "Buckeye's Board of Directors has expressed
its sincere appreciation for Mr. Ferraro's leadership during a
period of restructuring and reorganization that has positioned
Buckeye for growth.  Mr. Ferraro has developed a strong
organization with a Leadership Team that will move the business
forward."

Headquartered in Memphis, Tennessee, Buckeye Technologies, Inc.
(NYSE:BKI) -- http://www.bkitech.com/-- is a leading manufacturer  
and marketer of specialty fibers and nonwoven materials.  The
Company currently operates facilities in the United States,
Germany, Canada, and Brazil.  Its products are sold worldwide to
makers of consumer and industrial goods.

                          *     *     *

As reported in the Troubled Company Reporter on March 9, 2006,
Standard & Poor's Ratings Services revised its outlook on Buckeye
Technologies Inc. to negative from stable.  At the same time,
Standard & Poor's affirmed its ratings, including the 'BB-'
corporate credit rating, on the Memphis, Tennessee-based specialty
pulp producer.


CABLE SATISFACTION: Interim Receiver Wants Cogeco Deal Approved
---------------------------------------------------------------
RSM Richter Inc., in its capacity as monitor and interim receiver
of Cable Satisfaction International Inc., seeks authority from the
Superior Court of Quebec for the District of Montreal, to enter
into a transaction agreement with Cogeco Cable Inc., in connection
with the implementation of Cable Satisfaction's plan of
arrangement and reorganization.  

Under the Transaction Agreement, upon implementation of the Plan,
Cogeco Cable or its affiliate will purchase all of the outstanding
and issued shares of Cabovisao-Televisao Por Cabo, S.A., an
indirect, wholly owned subsidiary of Cable Satisfaction.  

Richter asks the Court, among others, to:

   a) confirm Richter's authority to enter into the Transaction
      Agreement;

   b) declare that, upon the Richter's filing with the Court of a
      certificate confirming the completion of the Transaction,
      the Cabo Shares be vested in Cogeco free and clear of any
      and all encumbrances or charges of any nature;

   c) declare that, upon Richter's filing with the Court of a
      certificate confirming the completion of the Transaction,
      the sale of the Cabo Shares cannot be attacked or voided as
      a reviewable transaction or for any other reason, and it
      will be deemed valid for all intents and purposes; and

   d) exempt Cable Satisfaction from the requirement to seek and
      obtain shareholders' approval pursuant to any applicable
      legislation with regard to the Transaction and its
      consummation.

On June 27, 2003, the Court granted Cable Satisfaction protection
under the Companies Creditors Arrangement Act.  Cable Satisfaction
filed a Plan of arrangement and reorganization, which was duly
accepted by its creditors.  The implementation of the Plan is
about to be completed.

A copy of the Motion is available at http://www.rsmrichter.com/

A hearing to consider the Motion is scheduled on June 15, 2006,
9:30 a.m., at Room 16.12, Montreal Court House in 1 Notre-Dame
Street East.

A notice of any objection to the motion must be served to:

   RSM Richter Inc.
   c/o Mr. Philip Manel, CA, CPA, CIRP
   Monitor and Interim Receiver
   Cable Satisfaction International, Inc.
   Suite 2200, 2 Place Alexis-Nihon
   Montreal, Quebec, Canada H3Z 3C2
   Tel: (514) 934-3451
   Fax: (514) 934-3504

Cable Satisfaction International Inc. through its subsidiary
Cabovisao, provides cable television services, high-speed
Internet access, telephony and high-speed data transmission
services to homes and businesses in Portugal through a single
network connection.


CARAUSTAR INDUSTRIES: Labor Issues Prompt Ohio Plant Closure
------------------------------------------------------------
Caraustar Industries, Inc., permanently closed its Mentor Carton
plant, located in Mentor, Ohio, due to chronic unfavorable
business conditions, and the failed efforts to settle a successor
labor agreement, which had been previously terminated by its labor
union.

The Company will record restructuring costs of approximately
$2.7 million in connection with this closing.  The restructuring
costs consist of $1.2 million in severance and other termination
benefits for employees, approximately $1.3 million in costs to
relocate equipment and $200 thousand in other costs.  The Company
will also record accelerated depreciation expense of approximately
$1.3 million that will be recorded in continuing operations.

Unionized workers at the Company's Mentor Carton plant elected to
strike after failing to reach a labor agreement with the Company
on April 25, 2006.  Following the strike, the Company took steps
to mitigate the financial impact to its business by transitioning
most of the Mentor plant's operations to other Caraustar
operations.  With the closing of the Mentor plant, those
transitional plans will be permanent.  Approximately 109 salaried
and hourly employees will be affected by this closure.

Caraustar Industries Inc. -- http://www.caraustar.com/-- a       
recycled packaging company, is one of the world's largest  
integrated manufacturers of converted recycled paperboard.  
Caraustar has developed its leadership position in the industry  
through diversification and integration from raw materials to  
finished products.  Caraustar serves the four principal recycled  
boxboard product end-use markets: tubes, cores and composite cans;  
folding cartons; gypsum facing paper and specialty paperboard  
products.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2006,
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B+' corporate credit rating, on recycled paperboard producer,
Caraustar Industries Inc. on Jan. 20, 2006.   S&P said the outlook
is stable.


CLOROX COMPANY: Equity Deficit Tops $427 Million at March 31
------------------------------------------------------------
The Clorox Company reported $1.2 billion of net income on $110
million of revenues for the three months ended March 31, 2006,
compared to $118 million of net income on $1 billion of revenues
for the same period in 2005.

At March 31, 2006, the Company's balance sheet showed $3.6 billion
in total assets and $4 billion in total liabilities, resulting in
a $427 million equity deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $1.1 billion in total current assets available to
pay $1.4 billion in total current liabilities coming due within
the next 12 months.

A full-text copy of the Company's 2006 Third Quarter Report is
available for free at http://researcharchives.com/t/s?afb

Headquartered in Oakland, California, The Clorox Company --
http://www.thecloroxcompany.com/-- provides household cleaning  
products and reaches beyond bleach.  Although best known for
bleach (leader worldwide), Clorox makes laundry and cleaning items
(Formula 409, Pine-Sol, Tilex), cat litter (Fresh Step), car care
products (Armor All, STP), the Brita water-filtration system (in
North America), and charcoal briquettes (Kingsford).


CONVERSENT COMMS: S&P Affirms B Corp. Credit & Sr. Debt Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and senior secured debt ratings on Marlborough,
Massachusetts-based competitive local exchange carrier Conversent
Communications Inc., and removed them from CreditWatch.  The
outlook is stable.

The ratings were placed on CreditWatch with developing
implications on March 29, 2006, following the announcement that
the company had signed a definitive agreement to be acquired by
unrated CLECs CTC Communications Corp. and Choice One
Communications, which had previously announced an agreement to
merge on Feb. 10, 2006.

The CreditWatch listing reflected the lack of information on
merger terms or detailed financial disclosure by the acquiring
companies, and uncertainty about the financial profile and
business strategy of the new entity.

"The ratings affirmation reflects the fact that upon completion of
the acquisition of Conversent by Choice One and CTC, Conversent's
debt will be repaid," said Standard & Poor's credit analyst Allyn
Arden.  "At that time we will withdraw the rating on Conversent's
debt."


COVAD COMMS: Posts $9.3 Mil. Net Loss in 1st Qtr. Ended March 31
----------------------------------------------------------------
Covad Communications Group, Inc., reported a $9.3 million net loss
on $117.8 million of revenues for the three months ended March 31,
2006, compared to $34.4 million of net income on $107.7 million of
revenues for the same period in 2005.

The Company incurred losses and negative cash flows from
operations for the last several years and has an accumulated
deficit of $1,727,401 as of March 31, 2006.  For the three months
ended March 31, 2006, the Company recorded negative cash flow from
operations of $4,134 and a total cash balance of $140,295.

At March 31, 2006, the Company's balance sheet showed
$359.9 million in total assets and $360.5 million in total
liabilities, resulting in a $586,000 di minimis equity deficit.

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

Covad Communications Group, Inc. -- http://www.covad.com/--  
provides broadband voice and data communications.  The company
offers DSL, Voice over IP, T1, Web hosting, managed security, IP
and dial-up, and bundled voice and data services directly through
Covad's network and through Internet Service Providers, value-
added resellers, telecommunications carriers and affinity groups
to small and medium-sized businesses and home users.  Covad
broadband services are currently available across the nation in 44
states and 235 Metropolitan Statistical Areas and can be purchased
by more than 57 million homes and businesses, which represent over
50% of all US homes and businesses.

Covad emerged from a chapter 11 restructuring in Dec. 2001 under a
plan of reorganization that swapped $1.4 billion of bond debt with
a combination of cash (about 19 cents-on-the-dollar) and a 15%
equity stake in the company.  Covad's prepetition shareholders
retained an approximate 80% equity interest in the company.


CSFB MANUFACTURED: Moody's Places Ba3 Rating on Class B-1 Certs.
----------------------------------------------------------------
Moody's Investors Service downgraded two certificates from a
transaction, issued by CSFB Manufactured Housing Pass-Through
Certificates.  The transaction is backed by manufactured housing
loans originated by CIT Group/Sales Financing, Inc. and
performance has been weaker than expected. TYCO Capital Corp.
provides a corporate guarantee on the CSFB Manufactured Housing
Pass-Through Certificates Series 2002-MH3 Class B-2 certificate.

Complete rating action:

Issuer: CSFB Manufactured Housing Pass-Through Certificates

Downgrade:

   * Series 2002-MH3; Class M-2, Downgraded to Baa2 from A2;

   * Series 2002-MH3; Class B-1, Downgraded to Ba3 from Baa2;


DANA CORP: ITW Withdraws Motion Seeking Debtors' Decision on Deal
-----------------------------------------------------------------
International Trade Winds, LLC, withdrew its motion asking the
U.S. Bankruptcy Court for the Southern District of New York to
compel Dana Corporation and its debtor-affiliates to promptly
assume or reject their executory contracts.

ITW is both a customer and supplier of component parts to the
Debtors and their non-debtor foreign affiliates in Brazil.  

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  The company and its affiliates
filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y.
Case No. 06-10354).  Corinne Ball, Esq., and Richard H. Engman,
Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey
B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at
Jones Day in Cleveland, Ohio, represent the Debtors.  Henry S.
Miller at Miller Buckfire & Co., LLC, serves as the Debtors'
financial advisor and investment banker.  Ted Stenger from
AlixPartners serves as Dana's Chief Restructuring Officer.  Thomas
Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
$7.9 billion in assets and $6.8 billion in liabilities as of Sept.
30, 2005.  (Dana Corporation Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DANA CORP: Wants To Assume Five Supply Agreements
-------------------------------------------------
Dana Corporation and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York  
to assume their executory contracts with:

   1. U.S. Manufacturing Corporation,
   2. Nationwide Precision Products Corporation,
   3. Haas TCM, Inc.,
   4. Houghton Fluidcare, Inc., and
   5. Moore's Machine Company of Chatham County.

(A) USM Agreement

    The Debtors are party to a supply agreement with U.S.
    Manufacturing Corporation dated September 5, 2002, whereby
    U.S. Manufacturing supplies parts to the Debtors for
    specified prices.  The USM Agreement has a 10-year term and
    will expire in September 2012.  The annual amount of
    purchases made by the Debtors under the USM Agreement total
    approximately $100,000,000.

    The Debtors want to assume the USM Agreement and pay a
    $3,994,195 cure amount, which is subject to reconciliation,
    resulting in the full payment of all prepetition amounts owed
    to U.S. Manufacturing.  In exchange, the Debtors will receive
    a reduction in the prices paid under the USM Agreement of
    around 2.3%, with the potential for an additional price
    reduction if certain modifications to the manufacturing
    process utilized by U.S. Manufacturing, described as the
    variable wall tubing alternative, is implemented.

(B) The Nationwide Agreement

    The Debtors are party to a supply agreement with Nationwide
    Precision Products Corporation dated February 7, 2000,
    pursuant to which, Nationwide purchases components to be
    integrated into axle parts manufactured by the Debtors.
    Nationwide performs machining services on those components
    prior to selling them to the Debtors.  The Nationwide
    Agreement is scheduled to expire on December 31, 2006.  The
    annual dollar amount of purchases made by the Debtors under
    the Nationwide Agreement is around $25,000,000.

    The Debtors want to assume the Nationwide Agreement and pay
    a $1,005,440 cure amount, which subject to reconciliation,
    resulting in the payment to Nationwide of 40% of the
    prepetition claims not entitled to priority under Section
    503(b)(9) of the Bankruptcy Code.  Nationwide reserves its
    rights to assert the remaining 60% as general unsecured
    claims or as reclamation claims.  In exchange, Nationwide has
    agreed to enter into a supply agreement with the Debtors for
    year 2007.

(C) The Haas Agreement

    The Debtors are party to a Corporate Account Agreement for
    Chemical Management Services with Haas TCM, Inc., dated
    August 1, 2004.  Under the Haas Agreement, Haas is
    responsible for procuring, delivering, managing and disposing
    of various chemicals to the Debtors' facilities.

    The Haas Agreement is scheduled to expire on July 31, 2006,
    and, by its terms, is terminable by Haas upon 90 days' notice
    to the Debtors.  The annual dollar amount paid to Haas under
    the Haas Agreement exceeds $15,000,000.

    The Debtors want to assume the Haas Agreement and pay a
    $631,609 cure amount, of which $464,733 is to be paid on
    assumption and $166,875 is to be paid prior to the effective
    date of the Debtors' reorganization plan.  In exchange, Haas
    has agreed to, among other things:

    * refrain from exercising any termination rights it has under
      the Haas Agreement through August 1, 2007;

    * convert a 5% cost savings goals for the contract year
      August 1, 2006, through July 31, 2007, into a cost savings
      guarantee;

    * provide the Debtors with a one-year option to extend the
      term of the agreement and related statements of work
      through July 31, 2008, with an additional 5% guaranteed
      minimum savings for that contract year; and

    * provide other contract modifications that likely will
      result in cost savings for the Debtors.

(D) The Houghton Agreement

    The Debtors are also party to a Corporate Account Agreement
    with Houghton Fluidcare, Inc., dated July 15, 2004, under
    which Houghton provides chemical management services to 18 of
    the Debtors' facilities.

    The Houghton Agreement is scheduled to expire on July 14,
    2006 and, by its terms, is terminable by Houghton upon 90
    days' notice to the Debtors.  The annual dollar amount paid
    to Houghton under the Houghton Agreement exceeds $10,000,000.

    The Debtors want to assume the Houghton Agreement and pay a
    Proposed Cure Amount in two portions:

       (i) an estimated cure payment of $1,100,000; and

      (ii) the payment of an additional amount of around $375,000
           contingent upon Houghton providing certain cost
           savings under the Houghton Agreement.

    In exchange, Houghton has agreed to, among other things:

    * refrain from exercising any termination rights it has under
      the Houghton Agreement through July 15, 2007;

    * convert a 5% cost savings goals for the contract year July
      15, 2006, through July 14, 2007 into a cost savings
      guarantee; and

    * provide the Debtors with a current extension of the
      Agreement and related statements of work through July 14,
      2008, and with a further one-year option to extend the term
      of the agreement through July 14, 2009, with an additional
      5% guaranteed minimum year-over-year cost savings for each
      those contract years.

(E) The Moore's Machine Agreement

    The Debtors are party to a supply agreement with Moore's
    Machine Company of Chatham County, Inc., dated February 9,
    2004, pursuant to which Moore's Machine manufactures more
    than 100 part numbers utilized by the Debtors in their
    manufacturing operations.  The Moore's Machine Agreement is
    scheduled to expire on January 31, 2007, with the Debtors
    possessing two one-year options to extend the term of the
    agreement through January of 2008 or 2009.

    The Debtors want to assume the Moore's Machine Agreement and
    pay a $590,000 cure amount, subject to reconciliation,
    resulting in the payment to Moore's Machine of 55% of the
    prepetition claims not entitled to priority under Section
    503(b)(9) of the Bankruptcy Code, with the remainder to be
    asserted only as general unsecured claims in the Debtors'
    bankruptcy cases.  In addition, the Debtors have agreed to
    purchase a portion of the raw material inventory of Moore's
    Machine in certain circumstances.

    In exchange, Moore's Machine has agreed to permit the Debtors
    to re-source certain parts presently supplied by Moore's
    Machine in the event that Moore's Machine is no longer
    competitive with respect to those parts.

The Debtors also ask the Court to approve the cure amounts to be
paid in connection with the assumption of the Contracts.

Corinne Ball, Esq., at Jones Day, in New York, tells the Court
that with respect to the Contracts to be assumed, the Debtors
have assessed the relevant markets and their business operations
and have made a preliminary determination that they would be
unable to find a replacement supplier on terms as favorable as
those in the Contracts, as modified.

Moreover, the Debtors believe that most of the Contracts will be
of long term benefit to their operations and restructuring
efforts and therefore likely would be assumed later in the
Chapter 11 process even if the concessions created by the
proposed modifications had not been obtained.

                      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. 11;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DANA CORP: Withdraws Repudiating Vendors Notice for Continental
---------------------------------------------------------------
Dana Corporation and its debtor-affiliates withdraw with prejudice
their notice of Repudiating Vendor against Continental Teves and
the related order to show cause.

As reported in the Troubled Company Reporter on May 17, 2006, the
Debtors have identified Continental Teves as a repudiating
vendor under various purchase orders and supply agreements.

Continental Teves was directed by the U.S. Bankruptcy Court for
the Southern District of New York to show cause why it should not
be held in violation of Sections 362 and 365 of the Bankruptcy
Code for willfully threatening to withhold essential goods from
the Debtors under the contracts.

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  The company and its affiliates
filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y.
Case No. 06-10354).  Corinne Ball, Esq., and Richard H. Engman,
Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey
B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at
Jones Day in Cleveland, Ohio, represent the Debtors.  Henry S.
Miller at Miller Buckfire & Co., LLC, serves as the Debtors'
financial advisor and investment banker.  Ted Stenger from
AlixPartners serves as Dana's Chief Restructuring Officer.  Thomas
Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
$7.9 billion in assets and $6.8 billion in liabilities as of Sept.
30, 2005.  (Dana Corporation Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DAYTON SUPERIOR: Tight Liquidity Prompts S&P to Junk Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured rating on Dayton, Ohio-based Dayton Superior
Corp. to 'CCC+' from 'B-'.

At the same time, Standard & Poor's lowered its senior
subordinated rating to 'CCC-' from 'CCC'.  The outlook is
negative.

"The downgrade reflects our concerns regarding Dayton's very tight
liquidity and the company's failure to take measures to
meaningfully improve it," said Standard & Poor' credit analyst
Lisa Wright.  "Liquidity was $15 million as of March 31, 2006, and
we expect liquidity will narrow somewhat from this level with the
company's June 15 $10 million interest payment on its subordinated
notes."

Despite gradually improving commercial construction activity,
Dayton Superior faces challenges in passing through relatively
high steel and freight prices to customers in a competitive
pricing environment, and Standard & Poor's is concerned about the
company's very limited liquidity.

"We could revise the outlook to stable if the company can generate
stronger positive free cash flow from operations and meaningfully
improve its liquidity position.  We could lower the ratings if
liquidity narrows meaningfully or if commercial construction
markets do not continue to strengthen as expected."


DELPHI CORP: Court Approves $5.8 Million Payment to Flextronics
---------------------------------------------------------------
The U.S Bankruptcy Court for the Southern District of New York
approved a stipulation allowing Delphi Corporation and its debtor-
affiliates to exercise their set-off rights with Flextronics
International Asia-Pacific Ltd.

As reported in the Troubled Company Reporter on May 9, 2006, the
Debtors and Flextronics are parties to numerous purchase orders or
agreements.  Flextronics manufactures and supplies various
products to the Debtors.

Prior to their bankruptcy filing, the Debtors owed Flextronics
$6,713,037 on account of products delivered to the Debtors
prepetition.  Conversely, Flextronics owed the Debtors $5,884,967
on account of prepetition overpayments and price reductions.  In a
stipulation, Flextronics agrees to pay the Flextronics Prepetition
Payable to the Debtors.

Troy, Mich.-based, Delphi Corporation -- http://www.delphi.com/  
-- is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the
road worldwide.  The Company filed for chapter 11 protection on
Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm.
Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors
in their restructuring efforts.  Robert J. Rosenberg, Esq.,
Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham &
Watkins LLP, represents the Official Committee of Unsecured
Creditors.  As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELPHI CORP: General Motors Fails to Delay CBA Rejection Hearings
-----------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York denied General Motors Corporation's
request to delay hearings on Delphi Corporation and its debtor-
affiliates' CBA Rejection Motion.

As reported in the Troubled Company Reporter on May 3, 2006, the
Debtors sought to reject their collective bargaining agreements
with unions pursuant to Sections 1113 and 1114 of the Bankruptcy
Code.

GM sought to adjourn hearings for at least two months to allow
more time for negotiations with Delphi and unions, Bloomberg News
reports.

However, Delphi and the Official Committee of Unsecured Creditors
opposed GM's request to delay hearings.  "The Court has clearly
stated that the parties should continue to bargain in good faith
in an effort to achieve consensual agreements while the court
conducts hearings on the motion," Lindsey Williams, a spokesman
for Delphi, told Bloomberg in an e-mailed statement.

"It tells me the UAW is making some progress in reaching an
agreement with Delphi, and that GM is finally coming to the
table," George Anthony, president of UAW Local 292 told
Bloomberg.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of  
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron
E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.  (Delphi Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELTA AIR: CEO G. Grinstein Fights for Pension Reform Legislation
-----------------------------------------------------------------
Delta Air Lines, Inc. CEO Gerald Grinstein met, on June 7, 2006,
with senators and representatives on Capitol Hill to fight for
pension reform legislation that would help preserve already
accrued benefits for Delta's more than 91,000 ground and flight
attendant employees and retirees.  He thanked key leaders in the
legislative effort for their support and encouraged them to pass
pension reform with the Senate airline provision as quickly as
possible.

"We strongly support the work of Congress to pass pension reform
legislation,'' said Mr. Grinstein.  "Time is of the essence.  
Delta believes it is in everyone's interest to provide this
opportunity to preserve this pension plan for more than 91,000
ground and flight attendant employees and retirees, but Congress
must act quickly," he said.  "As part of Delta's work to transform
our airline, we'll need to make a decision about our ability to
continue to maintain this retirement plan in the very near future.  
If Congress passes the airline funding provision contained in the
Senate pension reform legislation very soon, it will give us a
fighting chance to preserve the benefits accrued under the plan
covering these employees."

Since Memorial Day weekend, more than 17,000 e-mails have been
sent and phone calls made by Delta employees and retirees to
Congress to express their support of swift action on pension
reform legislation.  "The pension issue is of utmost importance to
Delta people, and they are joining the company as strong advocates
for meaningful reform," Delta's chief executive said.

Bills have been passed by both houses; a conference committee is
working on final legislation.  The airline provision would enable
Delta and other airlines with similar plans to extend required
funding payments for defined benefit plans over a longer period of
time.  Under current law, Delta could not afford the pension
funding requirements for this defined benefit plan over the next
few years.  Pension reform legislation being considered by
Congress would give Delta a greater chance to preserve the Delta
Retirement Plan for its ground employees and flight attendants.

                         About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines, Inc. --
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: UnionBanc Objects to Embraer Aircraft Leases Rejection
-----------------------------------------------------------------
UnionBanc Leasing Corporation objected to Delta Air Lines, Inc.,
and its debtor-affiliates' request to reject leases to 14 Embraer
EMB-120 aircraft and their related engines, propellers, and other
specified equipment.

UnionBanc is the owner participant of two Embraer EMB 120 aircraft
bearing Tail Nos. N257CA and N259CA.  UnionBanc Leasing asserts
that the Debtors' must comply with the "surrender and return"
conditions of the aircraft lease pursuant to the requirements of
Section 1110 of the Bankruptcy Code.

On UnionBanc's behalf, Diane E. Vuocolo, Esq., at Greenberg
Traurig, LLP, in New York, relates that the Aircraft lease
documents require, inter alia, the lessee to return the aircraft
at a specified location in the U.S. fully equipped with the
associated engines properly installed and with all of the
components and systems functioning in accordance with their
intended use.  In addition, the lessee is required to return the
manuals and technical records maintained by the lessee.

To the extent that the U.S. Bankruptcy Court for the Southern
District of New York determines that the Debtors do not have to
satisfy each and every term of the surrender and return conditions
forth in the applicable lease, UnionBanc requests that any order
providing for the rejection should adopt these minimal return
conditions as used in the industry to achieve a commonly accepted
market set of return conditions:

   -- delivery of all aircraft documentation, including log books
      and other records for airframe, engines and other
      components, which should be current and either on-board in
      hard copy or in digital copies on CD or some other
      appropriate form;

   -- the aircraft should have installed, in good operating
      condition, the full complement of engines (on wing),
      propellers, the auxiliary power unit and all other
      equipment and parts;

   -- the aircraft should be registered with the FAA in the name
      of the appropriate party;

   -- the aircraft should be delivered by the Debtors to a
      United States location in an airworthy condition in a
      passenger configuration used by the operator;

   -- the aircraft should be cleaned by airline standards;

   -- all liens other than the lien of the Lenders should be
      removed; and

   -- the aircraft will have or be capable of obtaining a
      valid certificate of airworthiness.

UnionBanc wants the rejection of the Lease effective when all
return conditions, or at the minimum, the Minimal Rejection
Return Conditions, have been satisfied.

Wilmington Trust Company, as indenture trustee, and ING Bank
N.V., as loan participant with respect to Aircraft bearing Tail
Nos. N259CA, N257CA, N267CA and N268CA, agree with UnionBanc's
objection.  They state that a debtor cannot be deemed in
compliance with its obligations to surrender and return until it
surrenders and returns all "equipment" described in Section
1110(a)(3).

Comair Inc., the lessee, has not truly relinquished possession of
the aircraft until those documents and records are returned to
the lessor, Evan C. Hollander, Esq., at White & Case LLP, in New
York, asserts, on behalf Wilmington Trust and ING Bank.

Wilmington Trust and ING Bank contend that the Debtors should:

   -- remain obligated to bear all costs associated with the
      Aircraft until 45 days from the date that the Debtors fully
      comply with their surrender and return obligations; and

   -- be directed to provide Wilmington and ING Bank with
      immediate access to the Aircraft so that they may determine
      the validity of the Debtors' representations that all
      engines and propellers leased to the Debtors have been
      installed on the appropriate aircraft.

                         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).


DLJ MORTGAGE: S&P Affirms Class B-4 Certificates' B+ Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on two
classes of DLJ Mortgage Acceptance Corp.'s commercial mortgage
pass-through certificates from series 1996-CF1.

The affirmed ratings reflect Standard & Poor's analysis of the
remaining collateral in the transaction as well as credit
enhancement levels that provide adequate support through various
stress scenarios.

As of May 12, 2006, the transaction consisted of five loans with
an aggregate principal balance of $45.8 million, down
significantly from 93 loans totaling $470.1 million at issuance.
The master servicer, Capmark Finance Inc., reported year-end 2005
financial information for 100% of the pool.

Based on this information, Standard & Poor's calculated a current
weighted average debt service coverage ratio of 1.50x, compared
with 1.36x at issuance.  No loan is delinquent or with the special
servicer.  To date, the trust has experienced seven losses
totaling $17.3 million.

Standard & Poor's reviewed the property inspections provided by
Capmark for all of the assets underlying the remaining five loans.
Four were characterized as "good," and one was characterized as
"fair."

Capmark reported one loan on its watchlist.  The third-largest
loan ($8.9 million, 19%) is secured by the Madison Hotel, a
186-room hotel built in 1981 in Morristown, New Jersey.

For the year ended Dec. 31, 2005, DSC and occupancy were 0.09x and
58%, respectively, compared with 0.29x and 58%, respectively, for
the year ended Dec. 31, 2004.  The decreased DSC was due to
increased general and administrative expenses.

According to the April 2006 Smith Travel Analysis Research report,
for the trailing 12 months ended April 2006, the occupancy,
average daily rate, and revenue per average room for the subject
property were 58.6%, $138.51, and $81.11, respectively.  This
compares with 59.8%, $139.35, and $83.34, respectively, for the
competitive set.  The loan was previously with the special
servicer and is subject to a workout fee of 1%

The four remaining loans in the pool are secured by:

   * office (49%),
   * mixed-used (26%),
   * retail (5%), and
   * multifamily (1%) properties.

All of the remaining loans reported year-end 2005 DSC ratios
greater than 1.50x.
   
Ratings Affirmed:
   
                  DLJ Mortgage Acceptance Corp.
   Commercial mortgage pass-through certificates series 1996-CF1
   
              Class     Rating   Credit enhancement
              -----     ------   ------------------
               B-3        AA           54.78%
               B-4        B+            6.08%


DORAL FINANCIAL: Default Notice Cues S&P to Lower Ratings to B+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term ratings
on Doral Financial Corp. (NYSE: DRL), including the company's
long-term counterparty rating, to 'B+' from 'BB-'.  At the same
time, Doral's outlook remains on CreditWatch with negative
implications.

The rating actions follow Doral's announcement that it has
received a notice of default from its trustee.  The default notice
requires Doral to file its 2005 10-K within 90 days.  If the 10-K
is not filed by Aug. 31, 2006, and if the trustee and the holders
of at least 25% in principal amount of the $625 million
outstanding notes decide to accelerate payment, and file a notice
to such effect, Doral must pay in full.

Furthermore, Doral has cross-acceleration clauses on another
$251 million of debt, which could be accelerated 30 days after
any acceleration of the $625 million.  In other words, if the
acceleration notice is exercised, the earliest the $251 million
of debt could be forced to be paid in full is Sept. 30, 2006.

While management believes the 10-K will be filed well within this
time frame, the default notification heightens the overall risk
profile at Doral, as the accelerated debt repayment would be
extremely difficult for Doral to pay.

"The continuation of the CreditWatch listing reflects our concerns
over the default notification, which puts immense pressure on the
company to file its delinquent financial statements," said
Standard & Poor's credit analyst Michael Driscoll.

Other concerns include:

   * rising interest rates and their effect on the mortgage
     origination market;

   * funding costs; and

   * Doral's large MBS portfolio.

Regulatory and legal issues remain outstanding.  

Standard & Poor's expects to update the CreditWatch once Doral
files the 10-K.  If the deadline approaches without the 10-K being
filed, the ratings could be lowered again.


DYNCORP INT'L: Moody's Lifts Caa1 Rating on $320 Mil. Notes to B3
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of DynCorp
International LLC based on DI's consistently improving performance
over the past year plus the marginal added benefits to its credit
metrics from the recently completed IPO.  This concludes the
review for possible upgrade that was initiated by Moody's on April
20th.

These ratings were upgraded:

   * $90 million senior secured revolver maturing
     February 11, 2010, to Ba3 from B2;

   * $345 million senior secured term loan B due
     February 11, 2011, to Ba3 from B2;

   * $320 million 9.5% senior subordinated notes due
     Feb. 15, 2013, to B3 from Caa1;

   * Corporate Family Rating, to B1 from B2;

   * Speculative Grade Liquidity Rating, to SGL-2 from SGL-3; and

   * The ratings outlook is stable.

DI's holding company parent, DynCorp International Inc., on
May 4, 2006 completed an initial public offering, proceeds of
which amounted to $375 million.  Moody's expects Holdco to use the
IPO proceeds to repay $212.8 million of Holdco preferred stock, to
pay a dividend to the current investors of $100 million, and to
redeem approximately $28 million of DI's senior subordinated
notes.

Moody's expects DI to maintain adjusted total debt to EBITDA below
5x, free cash flow to debt in the mid single digit range, and EBIT
interest coverage of better than 1.5x over of the intermediate
term.  Despite potential working capital volatility, Moody's
anticipates that the company's improved financial profile should
provide cushion sufficient to absorb adverse fluctuations.  The
SGL-2 liquidity rating reflects Moody's expectation of good
liquidity throughout the next twelve months, with internal cash
generation and availability under the $90 million committed
revolver more than satisfying mandatory cash requirements.

The outlook or ratings could be raised on further sustained
improvements in financial leverage, with adjusted total debt to
EBITDA falling below 4x, free cash flow to debt rising above 10%,
and EBIT interest coverage improving to above 2x in context of an
improving operational and competitive profile.

The ratings or outlook could come under pressure, if there are
material declines in sales, increases in leverage, or significant
debt-financed acquisitions that result in adjusted total debt to
EBITDA rising to above 5x, free cash flow to debt falling below
5%, or EBIT interest coverage falling below 1.5x.

DynCorp International LLC, headquartered in Irving, Texas, is a
leading provider of specialized technical services to primarily
U.S. government customers.  DI has specific expertise in managing
aviation services and assets for the U.S. military at various
locations in the U.S. and abroad, training civilian police in
developing countries, and conducting narcotics crop eradication
programs in Asia and Latin America.  DI's revenues for the twelve
months ended Dec. 30, 2005 were approximately $1.9 billion.


EASY GARDENER: Committee Taps FTI Consulting as Financial Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Easy
Gardener Products, Ltd., and its debtor-affiliates' chapter 11
cases, asks the U.S. Bankruptcy Court for the District of Delaware
for permission to employ FTI Consulting, Inc., as its financial
advisor.

FTI Consulting will:

    a. assist the Committee in the review of financial related
       disclosures required by the Court, including the Schedules
       of Assets and Liabilities, the Statement of Financial
       Affairs and Monthly Operating Reports;

    b. assist the Committee with information and analyses required
       pursuant to the Debtors' DIP financing including, but not
       limited to, preparation for hearings regarding the use of
       cash collateral and DIP financing;

    c. assist in the review of the Debtors' short-tem cash
       management procedures;

    d. assist in the review of critical employee and critical
       vendor programs;

    e. assist in the review of the Debtors' performance of
       cost and benefit evaluations with respect to the
       affirmation or rejection of various executory contracts and
       leases;

    f. assist in the review of financial information distributed
       by the Debtors to creditors and others, including, but not
       limited to, cash flow projections and budgets, cash
       receipts and disbursement analysis, analysis of various
       asset and liability accounts, and analysis of proposed
       transaction for which Court approval is sought;

    g. attend meetings and assist in discussions with the Debtors,
       potential investors, potential acquirers, banks, other
       secured lenders, the Committee and any other official
       committees organized in the Debtors' chapter 11
       proceedings, the U.S. Trustee, other parties in interest
       and professionals hired, as requested;

    h. assist in the evaluation of the asset sale process and bids
       received;

    i. assist in the review or preparation of information and
       analysis necessary for the confirmation of a plan in the
       Debtors' chapter 11 proceedings;

    j. assist in the evaluation and analysis of avoidance actions,
       including fraudulent conveyances and preferential
       transfers;

    k. provide litigation advisory services with respect to
       accounting and tax matters, along with expert witness
       testimony on case related issues required by the Committee;
       and

    l. render other general business consulting or other
       assistance as the Committee or its counsel may deem
       necessary that are consistent with the role of a financial
       advisor and not duplicative of services provided by other
       professionals in the Debtors' bankruptcy proceedings.

The Debtors tell the Court that the Firm's professionals bill:

          Professional                      Hourly Rate
          ------------                      -----------
          Senior Managing Directors         $595 - $655
          Directors/Managing Directors      $435 - $590
          Associates/Consultants            $215 - $405
          Paraprofessionals                  $95 - $175

Samuel Star, a Senior Managing Director at FTI Consulting, assures
the Court that his firm does not represent any interest adverse to
the Committee, the Debtors, or the Debtors' estates.

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: Hires Houlihan Lockey as Finnacial Advisor
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Easy
Gardener Products, Ltd., and its debtor-affiliates permission to
retain Houlihan Lockey Howard & Zukin as their financial advisor.

Houlihan Lockey will:

   a) review the Debtors' financial condition, operations,
      liquidity, competitive environment, prospects and related
      matters;

   b) assess the Debtors' value and debt capacity;

   c) initiate, coordinate and evaluate alternatives for a
      potential Financing Transaction, Restructuring Transaction,
      or a Sale Transaction, or some combination;

   d) assist the Debtors with regard to negotiations with their
      existing creditors;

   e) prepare offering materials to solicit potential acquirers,
      investors and capital providers;

   f) coordinate all aspects of due diligence for potential
      investors and capital providers;

   g) advise the Debtors as to the structure of any Transaction;

   h) negotiate the financial and structural aspects, and
      facilitate the consummation, of any Transaction; and

   i) coordinate with, and update as necessary, the Debtors' board
      of directors, as well as its creditors and other
      constituents.

Houlihan Lockey will be paid:

   a) a $50,000 monthly cash fee;

   b) a transaction fees consisting of:

        i) Financing Transaction Fee equal to the sum of:

           1) 1.5% of the principal amount of all senior secured
              notes and senior secured bank debt raised;

           2) 3% of the principal amount of all mezzanine,
              subordinated and other debt raised;

           3) 5.5% of the amount of all equity and equity
              equivalents (including convertible securities and
              preferred stock) placed.

       ii) Sale Transaction Fee equal to the minimum Transaction
           Fee, plus 3% of the Gross Consideration above
           $50 million and 5% of the Gross Consideration above 62%
           million from the Sale Transaction.

      iii) Restructuring Transaction Fee of $850,000 upon the
           earlier of:

           1) the consummation of an out-of-court Restructuring
              Transaction; and

           2) the effective date of a confirmed Plan of
              reorganization.

Adam L. Dunayer, a director at Houlihan Lockey, assured the Court
that his Firm does not hold any interest adverse to the Debtors
and that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

A copy of the Debtors' Engagement Letter with Houlihan Lockey is
available for free at http://ResearchArchives.com/t/s?8b7

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.


ENRON CORP: Asks Court to Approve Transco Settlement Agreement
--------------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, Reorganized Enron Corporation and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Southern District of New
York to approve their settlement agreement with Transco PLC,
formerly known as BG Transco plc, BG plc and British Gas plc.

Transco filed Claim No. 5335 for $13,867,617 against Enron Corp.
on account of amounts allegedly due under a guaranty agreement.

On December 1, 2003, Enron filed Adversary Proceeding No.
03-93578 to avoid the Transco Guaranty.

The parties have entered into negotiations to resolve their
dispute, Evan R. Fleck, Esq., at Cadwalader, Wickersham & Taft
LLP, in New York, relates.

Pursuant to their Settlement Agreement, the parties agree that:

  (1) the Transco Guaranty claim will be allowed as a Class 4
      general unsecured claim against Enron in an amount to be
      stipulated by the parties; and

  (2) the Adversary Proceeding will be dismissed.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Luc A. Despins, Esq., Matthew Scott Barr,
Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy,
LLP, represent the Official Committee of Unsecured Creditors.
(Enron Bankruptcy News, Issue No. 173; Bankruptcy Creditors'
Service, Inc., 15/945-7000)


ENTI INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Enti, Inc.
        8040 East Gary Road
        Scottsdale, Arizona 85260
        Tel: (480) 948-8686

Bankruptcy Case No.: 06-01718

Debtor-affiliates that filed separate chapter 11 petitions on
June 8, 2006:

      Entity                           Case No.
      ------                           --------
      Peak Enti, LLC                   06-01702
      Global Grounds Greenery, LLC     06-01701

Type of Business: William J. Galyon, Jr. is the sole shareholder
                  and president of the Debtors.

Chapter 11 Petition Date: June 9, 2006

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtors' Counsel: Alan A. Meda, Esq.
                  Stinson Morrison Hecker LLP
                  1850 North Central Avenue, Suite 2100
                  Phoenix, Arizona 85004
                  Tel: (602) 279-1600
                  Fax: (602) 240-6925

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $10 Million to $50 Million

Debtors' 20 Largest Unsecured Creditors:

   Entity                       Nature of Claim      Claim Amount
   ------                       ---------------      ------------
Alexander Henry Wick Trust      Lawsuits:                 Unknown
Paul A. Conant, Esq.            06-000478, 06-001752
2398 East Camelback Road        06-003939, 06-003534
Suite 925                       06-004717
Phoenix, Arizona 85016-9002

Alyssa Wick Trust               Lawsuits:                 Unknown
Paul A. Conant, Esq.            06-000478, 06-001752
2398 East Camelback Road        06-003939, 06-003534
Suite 925                       06-004717
Phoenix, Arizona 85016-9002

Torsha S. Baker - Trust         Lawsuits:                 Unknown
Martin R. Galbut, Esq.          06-000478, 06-001752
2398 East Camelback Road        06-003939, 06-003534
Suite 1020                      06-004717
Phoenix, Arizona 85016-4216

Barbara Ann Wick Trust          Lawsuits                  Unknown

BDL Foundation                  Lawsuits                  Unknown

The Bidstrup Foundation         Lawsuits                  Unknown

G. Peter Bidstrup               Lawsuits                  Unknown

Bralu, LLC                      Lawsuits                  Unknown

Gail L. Bryan                   Lawsuits                  Unknown

Bryan, Gail Lynn,               Lawsuits                  Unknown
Charitable Lead Ann II

Bryan, Gail Lynn,               Lawsuits                  Unknown
Charitable Lead Annuit

Mark Bryan                      Lawsuits                  Unknown

CDT Investments, Inc.           Lawsuits                  Unknown

Contributory IRS                Lawsuits                  Unknown
Account of Bidstrup

Cameron Danis                   Lawsuits                  Unknown

Delafield Entity                Lawsuits                  Unknown
Development, LLC

Gates-04, LLC                   Lawsuits                  Unknown

Gates-95, LLC                   Lawsuits                  Unknown

Glory Be LLC                    Lawsuits                  Unknown

Brooke Susan Hart               Lawsuits                  Unknown


ERA AVIATION: Has Until September 1 to File Plan of Reorganization
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Alaska extended,
until Sept. 1, 2006, the period within which Era Aviation, Inc.,
has the exclusive right to file a chapter 11 plan of
reorganization.

The Debtor told the Court that the lender under its $1 million
debtor-in-possession facility required the extension as a
condition to making the loan.

The Debtor assured the Court that no creditor will be harmed by
this extension because it is virtually inconceivable that a
creditor would, without Debtor support, attempt to propose a plan
of reorganization of an operating airline.

Headquartered in Anchorage, Alaska, Era Aviation, Inc. --
http://www.flyera.com/-- provides air cargo and package express    
services.  The Company filed for chapter 11 protection on Dec. 28,
2005 (Bankr. D. Ak. Case No. 05-02265).  Cabot C. Christianson,
Esq., at Christianson & Spraker, represents the Debtor in its
restructuring efforts.  John C. Siemers, Esq., at Burr, Pease &
Kurtz, represents the Official Committee of Unsecured Creditors.
When the Debtor filed for protection from its creditors, it
estimated assets and debts between $10 million and $50 million.


EVANS INDUSTRIES: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Evans Industries, Inc., delivered to the U.S. Bankruptcy Court for
the Eastern District of Louisiana its schedules of assets and
liabilities, disclosing:

    Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property                  $529,500
  B. Personal Property            $9,121,977
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                  $6,626,134
  E. Creditors Holding
     Unsecured Priority Claims                       $1,835,087
  F. Creditors Holding                              $13,977,575
     Unsecured Nonpriority
     Claims
                                  ----------        -----------
     Total                        $9,651,477        $22,438,796

Headquartered in Harvey, Louisiana, Evans Industries, Inc. --
http://www.evansindustriesinc.com/-- manufactures and distributes  
steel drums.  The company filed for chapter 11 protection on Apr.
25, 2006 (Bankr. E.D. La. Case No. 06-10370).  Eric J. Derbes,
Esq., and Melanie M. Mulcahy, Esq., at The Derbes Law Firm, LLC,
represent the Debtor.  C. Davin Boldissar, Esq., at Locke Liddell
& Sapp, LLP, represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it estimated assets between $500,000 and $1 million and
debts between $10 million and $50 million.


GEORGIA GULF: Acquisition Plan Prompts Moody's to Review Ratings
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Georgia Gulf
Corporation on review for possible downgrade following the
company's report that it will acquire Royal Group Technologies
Limited in a transaction valued at roughly $1.6 billion.

Georgia Gulf has stated that it will finance the transaction
exclusively with additional debt and has received a commitment for
a $1.8 billion credit facility to finance the transaction; a
portion of this facility will be subsequently repaid with the
issuance of senior unsecured and/or subordinated notes.

This transaction is subject to both regulatory approval and
approval by the shareholders of Royal Group.  The transaction is
expected to close at the end of the third quarter.

On Review for Possible Downgrade:

Issuer: Georgia Gulf Corporation

   * Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently Ba2

   * Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba2

   * Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently Ba3

Outlook Actions:

Issuer: Georgia Gulf Corporation

   * Outlook, Changed To Rating Under Review From Stable

The review will seek to determine the potential financial
performance of the combined companies over the next several years.  
Specifically Moody's will try to determine the potential earnings
and cash flow from Royal's operations over the next several years.

Royal has had numerous operational issues that have greatly
reduced GAAP earnings and cash flow in two of the past three
years.  Additionally, there is on-going litigation and
investigations that were prompted by past actions by Royal's
former CEO.  The review will also analyze the potential benefits
from plant rationalizations, extracting operational synergies, and
potential proceeds from asset sales, as well as the potential
liabilities mentioned above.

While Moody's believes that this is a strategic acquisition for
Georgia Gulf, it entails significant integration risk due to the
size of the potential acquisition and past operational issues at
Royal.  Moody's assessment will also factor in the expected
decline in PVC margins over the next several years due to the
addition of new capacity and the potential for a slow-down in
certain end-markets namely residential construction.  Moody's
noted that this review could result in a downgrade of more than
one notch.

Georgia Gulf, headquartered in Atlanta, is a major manufacturer
and marketer of two integrated product lines, chlorovinyls and
aromatics.  The company generated revenues of $2.3 billion for the
year ended Dec. 31, 2005.


GETTY IMAGES: Moody's Ups Ba3 Rating on $265MM Sub. Notes to Ba2
----------------------------------------------------------------
Moody's Investors Service upgraded the credit ratings of Getty
Images, Inc. and changed the ratings outlook to stable from
positive.

The upgrade in the corporate family rating to Ba1 from Ba2
reflects Getty's leading market position, improving credit
metrics, impressive operating margins and good secular growth
trends in the stock imagery market.  The ratings are primarily
constrained by the size of Getty's revenue and EBIT base, limited
business line diversification and potential threats from new
competitors and technologies.

Moody's upgraded these ratings:

   * $265 million series B convertible subordinated notes due
     2023, to Ba2 from Ba3

   * Corporate family rating, to Ba1 from Ba2

The stable ratings outlook anticipates solid revenue growth,
improving operating margins and continued strong cash flow from
operations.  Revenue growth is expected to benefit from strong
demand for creative still imagery, the addition of new imaging
partners, expanding international sales and a focus on expansion
of the editorial and film segments.

Getty's ratings are unlikely to be upgraded in the intermediate
term because of limited business line diversification and threats
to the company's profitability from a rapidly moving competitive
and technological landscape.

The rating outlook could be changed to positive if Getty:

   (1) expands its revenue base to over $1 billion and increases
       business line diversification;

   (2) maintains operating margins and credit metrics near
       current levels; and

   (3) demonstrates a continued commitment to a conservative
       capital structure.

In light of Getty's strong credit metrics, a modest decline in
financial performance would be unlikely to pressure the ratings in
the intermediate term.  The ratings could be downgraded, however,
if the company adopts a more aggressive financial profile and
materially increases leverage for either a large acquisition or
share purchase.  Over the longer term, the outlook or ratings
could come under pressure if a change in the competitive and
technological landscape causes a sustained decline in revenues and
operating margins.

Headquartered in Seattle, Washington, Getty is a leading creator
and distributor of high quality imagery and related services to
creative professionals at advertising agencies, graphic design
firms, corporations, and film and broadcasting companies;
editorial customers involved in newspaper, magazine, book, CD-ROM
and online publishing; and corporate marketing departments and
other business customers.  Revenues are principally derived from
licensing rights to use images that are delivered digitally over
the Internet, on CDs or in analog form.  Revenues for the year
ended December 31, 2005 were about $734 million.


GIBRALTAR INDUSTRIES: S&P Affirms BB Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Buffalo, New York-based Gibraltar Industries
Inc., following the company's announcement that it had signed a
definitive agreement to sell the assets of its thermal processing
unit for about $135 million.

At the same time, Standard & Poor's placed its senior secured 'BB'
bank loan rating and '3' recovery rating on CreditWatch with
positive implications.  The outlook is stable.

The $135 million of proceeds from the asset sale will be used to
pay down debt.  The loss of the thermal processing business, which
is about 8% of Gibraltar's sales and about 10% of EBITDA, does not
materially affect the company's business profile because it does
not meaningfully change Gibraltar's end-market diversity or
profitability.

"Our CreditWatch placement reflects the likelihood that
Gibraltar's bank loan and recovery ratings will be upgraded, given
our expectations for improved recovery following the debt
reduction," said Standard & Poor's credit analyst Lisa Wright.

Pro forma for the proposed transaction, building products
manufacturer and metal processor would have total debt, including
capitalized operating leases, of about $350 million, and total
debt to EBITDA of about 2.8x as of March 31, 2006.

"We expect Gibraltar's aggressive sales growth strategy over the
next five years to constrain the ratings," Ms. Wright said.

"However, we could revise the outlook to positive if growth
meaningfully improves Gibraltar's business risk profile,
particularly by reducing reliance on sales to U.S. automobile
manufacturers and home center retailers.  We could revise the
outlook to negative if the company experiences a significant rise
in raw material costs that it is unable to pass through to
customers or if residential construction end-market demand slows
more than we expect and intensifies price competition."


GLOBAL REALTY: Incurs $808,979 Net Loss in 2006 1st Fiscal Qtr.
---------------------------------------------------------------
Global Realty., filed its first quarter financial statements for
the three months ended March 31, 2006, with the Securities and
Exchange Commission on May 24, 2006.

The Company reported an $808,979 net loss on $44,123 of revenues
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $52,867,837
in total assets, $45,084,582 in total liabilities and $7,783,255
stockholders' equity.

A full-text copy of the regulatory filing is available for free at

               http://ResearchArchives.com/t/s?b18

                       Going Concern Doubt

Meyler & Company, LLC, in Middletown, New Jersey, raised
substantial doubt about Global Realty Development Corp.'s ability
to continue as a going concern after auditing the Company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditor pointed to the Company's incurred net losses of
$10,642,711 and $2,872,372 for the years ended Dec. 31, 2005 and
2004, respectively.

                       About Global Realty

Global Realty Development Corp., develops commercial and
residential properties in Australia.  The Company also sells land
to developers or home buliders to finance and construct additional
infrastructures.


GULFMARK OFFSHORE: S&P Downgrades Senior Notes' Rating to B+
------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'BB-' corporate
credit rating on oilfield services company Gulfmark Offshore Inc.
and downgraded the company's 7.75% senior notes due 2014 to 'B+'
from 'BB-'.  The outlook remains negative.

As of March 31, 2006, Houston, Texas-based Gulfmark Offshore had
$250 million in debt.

"The closing of Gulfmark's new $175 million senior secured credit
facility prompted the downgrade of the unsecured notes," said
Standard & Poor's credit analyst Paul Harvey.

Assuming a fully drawn credit facility, priority debt materially
exceeds 15% of the book value of Gulfmark's assets, which is
Standard & Poor's guideline for lowering a debt class rating by
one notch relative to the corporate credit rating.

The negative outlook reflects GulfMark's aggressive vessel
construction plans and their potential to weaken debt leverage and
liquidity.  If GulfMark continues its fleet expansion at the
expense of debt repayment, ratings would likely be lowered.  

A return to a stable outlook requires a commitment to an improved
balance sheet and liquidity, including keeping new vessel costs
within cash flows.


HARDWOOD P-G: Committee Can Employ Haynes and Boone as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas in San
Antonio allowed The Official Committee of Unsecured Creditors of
Hardwood P-G, Inc., and its debtor-affiliates to retain Haynes and
Boone, LLP, as its counsel, nunc pro tunc to Jan. 25, 2006.

Haynes and Boone will:

     a) advise the Committee of its powers and duties in the
        bankruptcy cases;

     b) assist the Committee in fulfilling its duties in the cases
        including analyzing and preparing all applications,
        motions, objections, responses, orders requested by the
        Committee, and participate in any related adversary           
        proceedings;

     c) appear and represent the Committee at all hearings;

     d) assist the Committee and its other professionals in
        matters relating to the administration of the Debtors'
        chapter 11 cases and the formulation and confirmation of a
        plan of reorganization; and

     e) perform other necessary and appropriate legal services for
        the Committee.

The primary attorneys and paralegals within Haynes and Boone who
are expected to represent the Committee and their standard hourly
rates are:

         Professional             Designation          Hourly Rate
         ------------             -----------          -----------
         Patrick Hughes, Esq.       Partner               $510
         Eric Terry, Esq.           Partner               $425
         Abigail Ottmers, Esq.      Associate             $275  
         Jennifer Villarreal        Paralegal             $135

Haynes and Boone, LLP -- http://www.hayboo.com/-- is an   
international law firm with 10 offices throughout Texas,
Washington, D.C., Mexico City, Moscow and New York, providing a
full spectrum of legal services to clients around the world.  With
more than 430 attorneys, Haynes and Boone is ranked among the
largest law firms in the nation by National Law Journal.

Headquartered in San Antonio, Texas, Hardwood P-G, Inc., aka
Custom Forest Products -- http://www.customforestonline.com/--     
sell and deliver local and exotic hardwoods.  The Company and two
debtor-affiliates filed for chapter 11 protection on Jan. 9, 2006
(Bankr. W.D. Tex. Case No. 06-50057) David S. Gragg, Esq., and
Steven R. Brook, Esq., at Langley & Banack, Inc., represent the
Debtors.   When the Debtor filed for protection from its
creditors, it listed $37 million in total assets and $80,417,456
in total debts.


HEATING OIL: Court Sets July 25 as Bar Date for Other Creditors
---------------------------------------------------------------
The Hon. Alan H.W. Shiff of the U.S. Bankruptcy Court for the
District of Connecticut set 4:00 p.m., on July 25, 2006, as the
deadline for:

    * creditors who were not listed in the original matrix and
      never received the Original Bar Date Notice; and

    * disputed and unliquidated tort claimants with potential
      claims against Heating Oil Partners, L.P., and its debtor-
      affiliates,

to file their proofs of claim on account of claims arising prior
to Sept. 26, 2005.

The Added Creditors and Tort Claimants must file their proofs of
claim on or before the July 25 Claims Bar Date and those forms
must be delivered to:

     Clerk, United States Bankruptcy Court
     District of Connecticut
     915 Lafayette Boulevard
     Bridgeport, Connecticut 06604

Headquartered in Darien, Connecticut, Heating Oil Partners, L.P.
-- http://www.hopheat.com/-- is one of the largest residential    
heating oil distributors in the United States, serving
approximately 150,000 customers in the Northeastern United States.
The Company's primary business is the distribution of heating oil
and other refined liquid petroleum products to residential and
commercial customers.  

The Company and its subsidiaries filed for chapter 11 protection
on Sept. 26, 2005 (Bankr. D. Conn. Case No. 05-51271) and filed
for recognition of the chapter 11 proceedings under the Companies'
Creditors Arrangement Act (Canada).  Craig I. Lifland, Esq., and
James Berman, Esq., at Zeisler and Zeisler, represent the Debtors
in their restructuring efforts.  Jeffrey D. Prol, Esq., at
Lowenstein Sandler PC, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $127,278,000 in total assets and
$155,033,000 in total debts.


HI-LIFT OF NEW YORK: Files Schedules of Assets & Liabilities
------------------------------------------------------------
Hi-Lift of New York, Inc., delivered to the U.S. Bankruptcy Court
for the Eastern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property                
  B. Personal Property           $6,537,870
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                  $4,859,721
  E. Creditors Holding
     Unsecured Priority Claims                          $33,000
  F. Creditors Holding                               $8,907,243
     Unsecured Nonpriority
     Claims
                                 -----------        -----------
     Total                        $6,537,870        $13,799,964

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


HI-LIFT OF NEW YORK: TMR Unit File Schedules of Assets & Debts
--------------------------------------------------------------
Hi-Lift of New York, Inc.'s debtor-subsidiary TMR Realty, Inc.,
delivered to the U.S. Bankruptcy Court for the Eastern District of
New York its schedules of assets and liabilities, disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property                
  B. Personal Property             $558,960
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                  $4,771,071
  E. Creditors Holding
     Unsecured Priority Claims                          
  F. Creditors Holding                               $8,278,720
     Unsecured Nonpriority
     Claims
                                 -----------        -----------
     Total                          $558,960        $13,049,791

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


INNOVA PURE: Files 2006 Third Quarter Financial Statements
----------------------------------------------------------
Innova Pure Water, Inc., delivered its quarterly report on Form
10-QSB for the third fiscal quarter ending March 31, 2006, to the
Securities and Exchange Commission on May 24, 2006.

The Company reported an $81,400 net loss on $86,300 of net
sales for the quarter ending March 31, 2006.  

At March 31, 2006, the Company's balance sheet shows $1,299,900 in
total assets, $635,700 in total liabilities, and $664,200 in
stockholders' equity.

Innova's March 31 balance sheet showed strained liquidity with
$107,300 in total current assets available to pay $452,900 in
total current liabilities coming due within the next 12 months.

Full-text copies of Innova's financial statements for the third
fiscal quarter ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?b1e

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 24, 2005,
Turner, Stone & Company LLP, expressed substantial doubt about
Innova Pure Water, Inc.'s ability to continue as a going concern
after auditing the Company's financial statements for the fiscal
year ended June 30, 2005.  The auditing firm pointed to the
Company's negative working capital and accumulated deficit.

Innova Pure Water, Inc. -- http://www.innovapurewater.com/--
designs, develops, manufactures, and markets unique consumer water
filtration and treatment products. These products have been
historically of the portable nature and generally consist of a
container serving as a water reservoir incorporating highly
efficient water filtering and treatment technology.


INSIGHT COMMS: Posts $10.8 Mil. Net Loss for 2006 First Quarter
---------------------------------------------------------------
Insight Communications Co. Inc. filed its financial report for the
quarter ending March 31, 2006, with the Securities and Exchange
Commission.

For the three months ended March 31, 2006, Insight Communications
reported a $10,819,000 net loss out of $301,281,000 in revenues.

The Company's balance sheet at March 31, 2006 showed
$3,659,146,000 in total assets, $318,886,500 in total liabilities,
and total stockholders' equity of $470,281,000.

The Company's balance sheet also showed strained liquidity with
$74,336,000 in total current assets and $274,672,000 in total
current liabilities.  

A full-text copy of the Insight Communications' quarterly report
on form 10Q is available for free at:

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

Insight Communications (NASDAQ: ICCI) is the 9th largest cable
operator in the United States, serving approximately 1.3 million
customers in the four contiguous states of Illinois, Indiana,
Ohio, and Kentucky.  Insight specializes in offering bundled,
state-of-the-art services in mid-sized communities, delivering
analog and digital video, high-speed Internet, and voice telephony
in selected markets to its customers.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2005,
Fitch Ratings affirmed the 'B+' Issuer Default Rating and the
Stable Rating Outlook assigned to Insight Communications Company,
Inc.  

Specifically, Fitch affirmed the 'BB+' senior secured rating and
'R1' Recovery Rating assigned to Insight Midwest Holdings, LLC's
senior secured credit facility, and the 'B+' senior unsecured debt
rating and 'R4' Recovery Rating assigned to the senior unsecured
notes issued by Insight Midwest, LP.  Also, Fitch affirmed the
'CCC+' senior unsecured rating and 'R6' Recovery Rating assigned
to ICCI's senior discount notes.  Approximately $2.8 billion of
debt is affected by Fitch's action.


INSURANCE AUTO: Moody's Junks Rating on $150MM Sr. Unsec. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Insurance Auto
Auctions, Inc.'s proposed $115 million add-on term loan 'B'.
Concurrently, Moody's affirmed the B2 rating assigned to the
company's existing senior secured credit facilities and corporate
family rating.  Proceeds derived from the new add-on term loan
facility will primarily be utilized to fund pending and
prospective acquisitions that have been identified to-date.
Proceeds of the new facility will also be used to pay transaction
fees.

Moody's assigned this rating:

   * Assigned a B2 rating to the $115 million senior secured
     add-on term loan 'B' due 2012

Moody's affirmed these ratings:

   * $50 million senior secured revolver due 2011, rated B2

   * $115 million senior secured term loan 'B' due 2012, rated B2

   * $150 million, 11.0% senior unsecured notes due 2013,
     rated Caa1

   * Speculative Grade Liquidity Rating, rated SGL-2

   * Corporate Family Rating, rated B2

The ratings are subject to the review of final executed documents.

The B2 Corporate Family Rating primarily reflects these factors:

   1) high leverage;

   2) weak free cash flow;

   3) the company's highly acquisitive financial profile;

   4) the company's solid #2 market share and national footprint
      and;

   5) stable, non-cyclical salvage volumes and buyer demand.

Proforma leverage at the close of the add-on term loan will be
high with total debt to EBITDA of 6.4x using Moody's standard
analytic adjustments.  As acquisition targets are assimilated, it
is Moody's expectation that leverage will moderate to below 6x
during 2006 and 5x or below during 2007.

Free cash flow to debt equaled a modest 2.2% for 2005.  It is
Moody's expectation that free cash flow will strengthen to a level
of 3% or more over the next two years as newly acquired entities
are integrated into IAAI's operations.  The company's leading
market share and national footprint also serves to mitigate the
company's high leverage and weak free cash flow.

Other factors that also serve to mitigate the firm's high leverage
and weak cash flow include:

   1) high barriers to entry into the U.S. salvage auction
      market;

   2) favorable transaction dynamics;

   3) the company's strong relationships with insurance companies
      and buyers; and

   4) the lack of inventory risk as the bulk of vehicles handled
      by IAAI are sold on a consignment basis.

The stable outlook reflects Moody's expectation that the company
will maintain a ratio of free cash flow to debt of at least 3% and
will be able to successfully assimilate the various acquisition
targets it has under consideration in a smooth and efficient
manner.

The outlook also reflects Moody's expectation of continued growth
in vehicle auction volume, modest annual increases in buyer fees
and a material strengthening in both gross and EBITDA margins and
resulting free cash flows commencing in 2007 that will be utilized
primarily to reduce borrowings under the company's term loan
facilities.

Downward rating pressure could develop if debt to EBITDA increases
above six times or if the ratio of free cash flow to debt declines
below 2%.  The outlook could also come under negative pressure
if a reduction in capital in support of the company's information
technology infrastructure becomes evident, resulting in material
downtime, loss of reliability or efficiency in the company's
online auction capabilities and, consequently, a decline in
either supplier or buyer volume.  Upward rating pressure could
materialize the ratio of debt to EBITDA declines to below 4.5x
and/or the ratio of free cash flow to debt improves to within a
range of 8% to 10%.

The proposed $115 million senior secured add-on term loan as
well as the existing $50 million senior secured revolver and
$115 million senior secured term loan 'B' are rated at same level
as the Corporate Family Rating given that these facilities
constitute over 80% of the debt capital and Moody's belief that
there would be insufficient collateral coverage in a distressed
liquidation scenario to warrant notching above the corporate
family level.

The Caa1 rating on the senior unsecured notes reflect their
contractual subordination to the existing and future senior
secured debt of IAAI and its subsidiaries; however, the notes as
well as the senior secured facilities benefit from upstream
guarantees from substantially all existing and future domestic
subsidiaries of IAAI.

The revolver and term loan facilities are secured by the same
collateral package consisting of substantially all of the tangible
and intangible assets and stock of the borrower and each of its
direct and indirect domestic subsidiaries.  The proposed add-on
term loan will run co-terminus with the existing term loan 'B'
facility with quarterly amortization of .25% with the balance
payable at maturity.

The term loan facilities include a 75% cash flow recapture clause
with a step down if the company achieves a decline in its leverage
ratio below a designated level.  The revolving credit facility is
expected to be undrawn at the close of the new term loan.

Insurance Auto Auctions is a leader in automotive total loss and
specialty salvage services in the U.S., providing insurance
companies, the major suppliers of its vehicles, with cost-
effective, turnkey solutions to process and sell total-loss and
recovered-theft vehicles.  Sales of vehicles are made at auctions
at one of the company's facilities or via the internet through
proxy or live internet bidding.  The company presently conducts
its operations through 83 sites in 32 states.  For the twelve
months ended March 31, 2006, the company recognized revenue of
approximately $288 million.


INTELSAT LTD: Moody's Puts B2 Rating on New $750MM Senior Notes
---------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
of Intelsat, Ltd. and downgraded the corporate family rating of
PanAmSat Corporation to B2, given the greater clarity regarding
the final capital structure and the near-term completion of the
PanAmSat acquisition by Intelsat.

At closing of the acquisition, PanAmSat Corporation's corporate
family rating will be withdrawn.  Moody's also assigned a B2
rating to the new $750 million senior guaranteed notes and
assigned a Caa1 rating to the new senior notes at Intelsat Ltd.

In addition, Moody's assigned a Caa1 rating to the new PanAmSat
Holding Corp. senior notes, and downgraded PAS Holdings' existing
senior discount notes to Caa1 from B3.  Moody's also assigned a B2
rating to the new $575 million senior notes at PanAmSat Corp.

The proceeds from the new financings will be used to fund the $3.2
billion cash portion of the PanAmSat acquisition.  The outlook on
both Intelsat's and PanAmSat's ratings is changed to stable from
developing.

In addition, Moody's assigned new B1 ratings to the amended and
restated senior secured credit facilities at Intelsat and
PanAmSat.  The ratings on the existing Intelsat and PanAmSat
senior secured credit facilities have been affirmed and will be
withdrawn at closing.  The ratings actions on all debt instruments
are outlined below.

Moody's took these ratings actions:

Issuer

Intelsat Ltd:

   * Corporate family rating -- Affirmed B2
   * SGL Rating -- Affirmed SGL-2
   * 5.25% Global notes, due 2008 -- Downgraded to Caa2 from Caa1
   * 7.625% Sr. Notes, due 2012 -- Downgraded to Caa2 from Caa1
   * 6.5% Global Notes, due 2013 -- Downgraded to Caa2 from Caa1

Intelsat Ltd:

   * New Guaranteed Sr. Notes -- Assigned B2
   * New Sr. Notes -- Assigned Caa1
   * Sr. Discount Notes, due 2015 -- Downgraded to Caa1 from B3

Intelsat Subsidiary Holding Company Ltd.:

   * Guaranteed Sr. Secured Revolver, due 2012 -- Assigned B1
   * Guaranteed Sr. Secured T/L B, due 2013 -- Assigned B1
   * Guaranteed Sr. Secured Revolver, due 2011 -- Affirmed B1
   * Guaranteed Sr. Secured T/L B, due 2011 -- Affirmed B1
   * Sr. Floating Rate Notes, due 2012 -- Affirmed B2
   * 8.25% Sr. Notes, due 2013 -- Affirmed B2
   * 8.625% Sr. Notes, due 2015 -- Affirmed B2

Moody's changed the outlook to stable from developing.

PanAmSat Holding Corporation:

   * Sr. discount global notes, due 2014- Downgraded
     to Caa1 from B3

   * New Sr. Notes -- Assigned Caa1

PanAmSat Corporation:

   * Corporate family rating -- Downgraded to B2 from Ba3

   * New Sr. Notes -- Assigned B2

   * Guaranteed Sr. Secured Revolver, due 2012 -- Assigned B1

   * Guaranteed Sr. Secured Loan A, due 2013 -- Assigned B1

   * Guaranteed Sr. Secured Loan B, due 2013 -- Assigned B1

   * Guaranteed Sr. Secured Revolver, due 2009 -- Affirmed Ba3

   * Guaranteed Sr. Secured Loan A, due 2009 -- Affirmed Ba3

   * Guaranteed Sr. Secured Loan B, due 2011 -- Affirmed Ba3

   * 6.375% senior secured notes, due 2008 -- Downgraded to B1
     from Ba3

   * 6.875% senior secured debentures, due 2028 -- Downgraded to
     B1 from Ba3

   * 9% senior notes, due 2014 -- Downgraded to B2 from B1

   * Moody's changed the outlook to stable from developing.

Moody's recognizes that the composition of the new debt
instruments will be finalized upon the conclusion of the company's
tender offer for the existing PAS Holdings senior discount notes.  
If the tender offer is consummated, the outstanding PAS Holdings
senior discount notes will be repaid in full, their rating will be
withdrawn, and up to $2.2 billion of new senior notes will be
issued at Bermuda Ltd.

If the tender offer is not carried out, the existing $290 million
PAS Holdings senior discount notes will remain in place, up to
$725 million in new senior notes will be issued at PAS Holdings,
and up to $1.2 billion of new senior notes will be issued at
Bermuda Ltd.  The assigned ratings will remain in place for the
relevant securities.

The ratings broadly reflect the company's high leverage and the
execution risk.  Ordinary integration challenges will be
exacerbated by the complexity of managing two businesses and
meeting the demands of two separate investor, legal, and
regulatory constituents.

Moody's also notes that given the ownership composition of the new
company, we believe that future financial policies may continue to
be more shareholder friendly.  The ratings benefit somewhat from
the combined company's leading position in the global fixed
satellite service business, good free cash flow, and the
substantial $8 billion backlog of contracted future revenues.

Intelsat Ltd's debt ratings were downgraded due the addition of
more structurally senior debt in the capital structure.  
PanAmSat's and PAS Holdings' ratings were downgraded due to the
increased debt and the flexibility in the new credit agreement and
indentures allowing the upstreaming of dividends to Bermuda Ltd.,
which Moody's believes gives it a similar credit profile to
Intelsat.

Intelsat, headquartered in Bermuda, will become the top fixed
satellite service operator and is owned by Apollo Management, Apax
Partners, Madison Dearborn, and Permira.  PanAmSat Corporation,
headquartered in Wilton, Connecticut, is one of the world's top
three satellite operators and was purchased in August 2004 by an
equity sponsor group led by Kohlberg, Kravis Roberts & Co. and
including The Carlyle Group, Providence Equity Partners and
management.


INTELSAT LTD: PanAmSat Acquisition Cues S&P to Affirm BB- Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Washington, D.C.-based Intelsat Ltd. and
subsidiaries.

At the same time, Standard & Poor's lowered its corporate credit
rating on PanAmSat Corp. and related entities to 'BB-' from
'BB'. All ratings are removed from CreditWatch, where they were
placed with negative implications on Aug. 29, 2005, following
the announcement of Intelsat's agreement to acquire PanAmSat
for $3.2 billion cash for PanAmSat's equity and $3.2 billion
in existing PanAmSat debt.  Intelsat expects to complete the
acquisition in the second or third quarter of 2006.

"The corporate credit ratings on Intelsat and PanAmSat are based
on a consolidated analytical approach," said Standard & Poor's
credit analyst Eric Geil.  "The ratings on PanAmSat were lowered
because of the pending ownership of this entity by the more-
leveraged consolidated Intelsat Ltd."

The ratings on Intelsat were affirmed, despite the increase in
consolidated leverage from the historical level because of strong
discretionary cash flow that Standard & Poor's expects will be
used to reduce consolidated debt to EBITDA from the upper 7x debt
to EBITDA area to a level more in line with the rating at or below
7x.

At the same time, Standarrd & Poor's assigned a 'B' rating to
Intelsat Bermuda Ltd.'s proposed offering of between $1.16 billion
to $2.19 billion aggregate amount of nonguaranteed senior notes
due in 2013 and 2016, and a 'B+' rating to Intelsat Bermuda Ltd.'s
proposed offering of $750 million senior notes due 2016.  The
$750 million notes are guaranteed by Intelsat Subsidiary Holding
Co. Ltd., the operating subsidiary.

The rating agency also assigned a 'B' rating to the proposed
$575 million senior notes due 2016 of PanAmSat Corp. and assigned
a 'B' rating to the proposed $725 million senior notes due 2016 of
PanAmSat Holding Corp.

Total debt proceeds of about $3.5 billion plus about $200 million
of cash on hand will be used:

   * to purchase PanAmSat's equity for about $3.2 billion;

   * to tender for the $290 million of PanAmSat's 10.375% discount
     notes due 2014; and

   * for fees and expenses.

If the tender is completed, the proposed $725 million senior notes
of PanAmSat Holding Corp. will not be issued and a greater amount
of the nonguaranteed senior notes of Intelsat Bermuda will be
issued.

The ratings on the combined Intelsat and PanAmSat primarily
reflect high financial risk from acquisition-related debt and a
demonstrated shareholder-oriented financial policy.  Although the
company has indicated it will refrain from shareholder
distributions for one year following the transaction, the
company's historical financial policy suggests that it may
make substantial shareholder distributions over the medium term.

Other concerns include:

   * mature industry growth prospects;

   * declining demand for point-to-point satellite applications;
     and

   * modest risk of satellite failure.

Tempering factors include:

   * good cash flow predictability from a substantial combined
     $8.3 billion backlog of future revenue derived from long term
     contracts (as of March 31, 2006);

   * limited competition because of high barriers to entry and
     orbital slot scarcity;

   * the essential nature of satellite services for point-to-
     multipoint applications;

   * strong EBITDA margins and discretionary cash flow from low
     variable costs; and

   * fixed-cost and capital expenditure saving opportunities from
     combining Intelsat and PanAmSat.

Following completion of the PanAmSat acquisition, Intelsat will be
the largest global satellite services provider, ranking ahead of
SES Global S.A. in terms of revenue.  The fixed satellite services
business has low investment-grade business risk characteristics
because of the essential nature of point-to-multipoint services
for key customers, including cable TV networks and direct-to-home
TV providers, and long-term contracts that account for a majority
of revenue.

The $646 million senior secured credit facility of Intelsat
Subsidiary Holding Co. Ltd. is rated 'BB+' with a recovery rating
of '1', indicating the expectation of full recovery of principal
in the event of a payment default.  This bank loan rating is two
notches higher than the 'BB-' corporate credit rating on Intelsat
Ltd.

The $2.23 billion senior secured credit facility of PanAmSat Corp.
is rated 'BB' with a recovery rating of '1', indicating the
expectation of full recovery of principal in the event of a
payment default.  This bank loan rating is one notch higher than
the 'BB-' corporate credit rating on Intelsat and PanAmSat.


INTERLINE BRANDS: S&P Assigns B Rating to $175 Million Sub. Notes
-----------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'BB-' corporate
credit rating on Jacksonville, Florida-based Interline Brands Inc.

At the same time, Standard & Poor's assigned its 'BB' bank
loan rating and '1' recovery rating to Interline's proposed
$100 million revolving credit facility due 2012 and $255 million
term loan B due 2013, based on preliminary terms and conditions.

The debt rating and recovery rating indicate expectations for full
recovery of principal in the event of a payment default.  

Standard & Poor's also assigned its 'B' subordinated debt rating
to Interline's $175 million fixed-rate subordinated notes due
2016.  The outlook is stable.

The proceeds from the $255 million term loan B, which includes a
$130 million delayed-draw portion, and the $175 million of
subordinated notes will be used to refinance Interline's existing
term loan and subordinated notes and acquire unrated American
Sanitary Inc., a national distributor of janitorial and sanitary
supplies, for $128 million.

Although the addition of American Sanitary expands Interline's
product line, the acquisition does not meaningfully improve
Interline's business position.

"We could revise the outlook to negative if Interline pursues a
more aggressive acquisition strategy than expected," said Standard
& Poor's credit analyst Lisa Wright.  "We are unlikely to raise
the ratings over the near term, given Interline's relatively small
size compared to some of its competitors and given its growth
strategy, which could include additional debt-financed
acquisitions."


IXIS ABS: Moody's Places Ba1 Rating on $4 Million Class E Notes
---------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by IXIS ABS CDO 2 LTD:  

   * Aaa to $123,500,000 Class A-1 Senior Secured Funded
     Notes Due 2046;

   * Aaa to $201,500,000 Class A-1Senior Secured Unfunded
     Notes Due 2046;

   * Aaa to $6,500,000 Class A-X Notes Due 2046;

   * Aaa to $85,000,000 Class A-2 Senior Secured Floating
     Rate Notes Due 2046;

   * Aa2 to $30,000,000 Class B Secured Floating Rate
     Notes Due 2046;

   * A2 to $21,000,000 Class C Secured Floating Rate
     Deferrable Notes Due 2046;

   * Baa2 to $15,000,000 Class D Secured Floating Rate
     Deferrable Notes Due 2046; and

   * Ba1 to $4,000,000 Class E Secured Floating Rate
     Deferrable Notes Due 2046.

Moody's ratings of the Notes address the ultimate cash receipt of
all required interest and principal payments, as provided by the
Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of RMBS Securities, CMBS
Securities and CDO Securities in both cash and synthetic form due
to defaults, the transaction's legal structure and the
characteristics of the underlying assets.

IXIS Securities North america Inc. will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


J.L. FRENCH: Court Approves $255 Mil. Goldman & Morgan Exit Pact
----------------------------------------------------------------
J.L. French Automotive Castings, Inc., and its debtor-affiliates
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to enter into a $255 million exit financing deal with
Goldman Sachs Credit Partners, L.P., and Morgan Stanley Senior
Funding, Inc.

As reported in the Troubled Company Reporter on May 24, 2006, the
Debtors told the Court that the exit lenders offered the most
favorable terms, including the lowest overall interest rate.  
These terms, coupled with Goldman Sachs' familiarity with the
Debtors as second lien agent, formed the basis for the Debtors'
decision.  

                       Exit Financing

The senior secured bank financing includes:

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

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

Goldman Sachs has agreed to provide:

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

Morgan Stanley has agreed to provide:

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

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

                    Rating Agency Agreements

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

                        About J.L. French

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


J.L. FRENCH: Court Approves Miller Buckfire as Financial Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware allowed
J.L. French Automotive Casting, Inc., and its debtor-affiliates to
employ Miller Buckfire & Co., LLC, as their financial advisor and
investment banker.

Miller Buckfire is expected to:

   a) familiarize itself with the business, operations,
      properties, financial condition and prospects of the
      Debtors;

   b) advise and assist the Debtors in structuring and
      effectuating the financial aspects of any restructuring or
      sale transaction or transactions proposed to be undertaken
      by the Debtors;

   c) if the Debtors determine to undertake a restructuring,
      provide financial advice and assistance to the Debtors in
      developing and seeking approval of a restructuring plan,
      including participating in negotiations with entities or
      groups affected by the plan;

   d) if the Debtors determine to undertake a sale, identify
      and negotiate with potential acquirors in connection with
      a sale, including preparation of sale memoranda and
      presentation materials, as appropriate; and

   e) participate in hearings before the Court with respect to
      the matters upon which Miller Buckfire has provided advice,
      including, as relevant, coordinating, with the Debtors'
      counsel with respect to testimony in connection therewith.

James Amodeo, J.L. French's CFO, discloses that Miller Buckfire
will receive a monthly financial advisory fee of $150,000.

Beginning with the fifth monthly advisory fee, 50% of the amount
of any monthly advisory fee paid to Miller Buckfire will be
credited against any Restructuring Transaction Fee or Sale
Transaction Fee payable to Miller Buckfire.

If the Debtors consummate a Restructuring, Miller Buckfire will
receive a Restructuring Transaction Fee of $2,125,000.  If a Sale
is consummated, a Sale Transaction Fee of 1% of the Aggregate
Consideration of any Sale will be given to Miller Buckfire.

Mr. Amodeo assures the Court that Miller Buckfire is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not hold or represent any interest
adverse to the Debtors' estates.

                        About J.L. French

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


KAISER ALUMINUM: Court Approves $67.2 Mil. Hartford Settlement
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Kaiser Aluminum & Chemical Corporation's Settlement Agreement with
the Hartford Parties.

The Hartford Parties are:

    (1) "Hartford" -- Hartford Accident and Indemnity Company,
        First State Insurance Company, New England Reinsurance
        Corporation, and Nutmeg Insurance Company;

    (2) The Hartford Financial Services Group, Inc.;

    (3) each of Hartford's and Hartford Financial's parents,
        direct and indirect subsidiaries, divisions, holding
        companies, merged companies, acquired companies,
        predecessors-in-interest, successors-in-interest and
        assigns; and

    (3) Hartford's and Hartford Financial's directors, officers,
        shareholders, agents, attorneys and employees.

As reported in the Troubled Company Reporter on April 11, 2006,
the settlement agreement resolves all claims against the Hartford
Parties with respect to the Hartford Subject Policies, including
coverage for Channeled Personal Injury Claims, as well as other
present and future liabilities.

The Channeled Personal Injury Claims are the asbestos personal
injury claims, the PI claims related to coal tar pitch volatile,
the PI claims related to noise induced hearing loss and the
silica-related PI claims.

The principal terms of the Settlement Agreement are:

    (a) Hartford will pay $67,200,000 to the Funding Vehicle
        Trust, or if the Funding Vehicle Trust is not in existence
        at the time any payment becomes due, then to the Insurance
        Escrow Agent.  Upon the payment of the $67,200,000
        settlement amount to the Insurance Escrow Account, legal
        and equitable title to the Settlement Amount will pass
        irrevocably to the Insurance Escrow Agent to be
        distributed pursuant to the Reorganizing Debtors'
        confirmed Plan of Reorganization;

    (b) The Hartford Parties specifically contracted to receive
        all of the benefits of being designated as Settling
        Insurance Companies in the Plan, including, but not
        limited to, the Personal Injury Channeling Injunctions.

        The Hartford Parties will be entitled to, upon Court
        approval of the Settlement Agreement and following the
        Plan's Effective Date, the protections provided by that
        designation and treatment without further Court order;

    (c) KACC, on behalf of itself and the other KACC Parties,
        will release all of its rights under the Hartford
        Subject Policies, and will dismiss each of the Hartford
        Parties from the Coverage Actions;

    (d) The Settlement Agreement covers all claims that might be
        covered by the Hartford Subject Policies.  Accordingly,
        KACC will sell, and the Hartford Parties will buy back,
        the Hartford Subject Policies pursuant to Sections 363(b)
        and 363(f) of the Bankruptcy Code, free and clear of all
        liens on, claims against, or interests in, the Hartford
        Subject Policies, with Hartford's payment of the
        Settlement Amount constituting the consideration for the
        buy-back.

        The order approving the Settlement Agreement must include
        a finding that the Hartford Parties are good faith
        purchasers of the Hartford Subject Policies pursuant to
        Section 363(m).

        The Hartford Parties also contracted to receive the
        benefits of the Approval Order Injunction, enjoining
        parties from asserting any claims against the Hartford
        Parties relating to the Hartford Subject Policies;

    (e) If any claim is brought against any of the Hartford
        Parties that is subject to a PI Channeling Injunction, the
        Funding Vehicle Trust will exercise its reasonable best
        efforts to establish that the claim is enjoined as to the
        Hartford Parties by the PI Channeling Injunction;

    (f) The Hartford Parties will not seek reimbursement of any
        payments that Hartford is obligated to make under the
        Settlement Agreement, or any other payments Hartford has
        made to or for the benefit of KACC or, upon its creation,
        the Funding Vehicle Trust, under the Hartford Subject
        Policies, whether by way of contribution, subrogation,
        indemnification or otherwise, from any entity other than
        the Hartford Parties' reinsurers.  In no event will the
        Hartford Parties make any claim for, or relating to
        insurance, reinsurance or retrocession against KACC or,
        upon its creation, the Funding Vehicle Trust; and

    (g) The Settlement Agreement contains certain rights of
        termination, including if asbestos legislation were to be
        enacted into a law prior to the last scheduled payment.

                       About Kaiser Aluminum

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


LEHMAN ABS: Moody's Pares Caa2 Rating on Class B-1 Certs. to Ca
---------------------------------------------------------------
Moody's Investors Service downgraded a certificate from a
transaction, issued by Lehman ABS Manufactured Housing Contract
Trust.  The transaction is backed by manufactured housing loans
and performance has been weaker than expected.

The overcollateralization that supported the deal is completely
exhausted and the deal is now starting to see losses on the B-2
class.

Complete rating action:

Issuer: Lehman ABS Manufactured Housing Contract Trust

Downgrade:

   * Series 2001-B; Class B-1, Downgraded to Ca from Caa2


LEVITZ HOME: Assumes and Assigns Three Store Leases to PLVTZ
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Levitz Home Furnishings, Inc., and its debtor-
affiliates to assume and assign three store leases.

PLVTZ, LLC, and the Pride Capital Group, doing business as Great
American Group, as purchasers of substantially all of the
Debtors' assets, had provided the Debtors with Lease Assumption
Notices for three store leases:

Store#   Address         Landlord         Assignee       Amount
------   -------         --------         --------       ------
11005   Plymouth        Metroplex West   American      $70,567
         Meeting,        Associates and   Signature,
         Pennsylvania    Goldenberg       Inc.
                         Management,
                         Inc.

20304   Wilmington,     Music Service    Raymours           $0
         Delaware        Investment and   Furniture
                         Musico           Company

20501   Milford,        Louise Partners  Raymours       $7,918
         Connecticut     c/o Richard      Furniture
                         Caruso           Company

Metroplex West Associates, L.P., asked the Court to deny the
Debtors' request with respect to Store No. 11005.  Metroplex
asserted that:

   (a) The correct cure amount as of May 18, 2006, is not less
       than $218,935.  On June 1, 2006, additional amounts
       totaling at least $70,528 will become due under the Lease,
       making the aggregate cure amount on, and after that date,
       not less than $289,463;

   (b) Neither the Lease Designation Notice nor the proposed
       Assignment and Assumption Order provide a date by which
       the cure amount must be paid;

   (c) Any ruling granting the Debtors' request would preclude
       Metroplex from collecting from the Debtors or the Assignee
       amounts payable for taxes, common area maintenance charges
       and operating expenses upon any year-end reconciliation of
       any estimated payments made pursuant to the Lease
       regardless of when accrued;

   (d) The Debtors fail to adequately describe the type of retail
       operation contemplated by American Signature, Inc.,
       preventing Metroplex to determine whether the use
       restrictions concerning the premises contained in the
       Lease would be breached; and

   (e) The Debtors' assurance of future performance lacks
       meaningful disclosure preventing Metroplex from performing
       an adequate evaluation of the financial condition and
       operating experience of American Signature.

                      Assumption Conditions

Judge Lifland says amounts payable or credits due for tax, CAM
charges and operating expenses on any year-end reconciliation of
any estimated payments for the tax, charges and operating
expenses pursuant to the Leases, which accrue:

   * before, and including, the Closing Date will be paid by
     the Debtors or the Purchasers; and

   * after the Closing Date will be paid by the Assignee.

All parties to the Leases are forever barred from raising or
asserting against the Assignee or its successors-in-interest any
assignment fee, default, breach or claim, or condition to
assignment, arising under or relating to the Leases existing as
of May 26, 2006, or arising out of events or circumstances
occurring by reason of the assignment.

All sales, transfer and recording taxes, stamp taxes or similar
taxes, if any, relating to the assignment of the Leases or the
sale of any personal property of the Debtors to the Assignee in
connection with the assignment will not apply.

With respect to Store No. 11005, Judge Lifland holds that:

   (a) American Signature is authorized to enter into an
       assignment agreement with Seaman Furniture Company, Inc.,
       and to assume the Lease as set forth in the agreement;
       and

   (b) American Signature, subject to the Lease, is permitted to
       use its and affiliates' standard signs and structures at
       the premises, to make alterations to the buildings and
       structures on the Premises as may be necessary to open a
       typical American Signature-related retail store, and to
       use American Signature's and affiliates' trade names and
       do business under those trade names.

With respect to Store Nos. 20304 and 20501, Judge Lifland rules
that:

   (a) The assignment of the Leases relieves the Debtors and the
       Purchasers from any liability for any breach of contract
       or lease occurring after the Assignment;

   (b) Raymours will have the express right to exercise all
       unexercised renewal options and that, notwithstanding
       any language in the Assigned Leases, make the exercise
       of renewal options personal to any party or limit the
       exercise of renewal options only to (i) an assignee who is
       an affiliate of the original named tenant under the
       Assigned Leases or (ii) an entity that acquires all or
       substantially all of the assets of the original named
       tenant under the Assigned Leases.  Raymours will exercise
       the renewal options consistent with the terms of the
       Assigned Leases;

   (c) To the extent the premises subject to the Assigned Leases
       have "gone dark" at any time before May 26, 2006, or at
       any time within three months after the Effective Date, as
       the term is defined in an assignment agreement, as
       applicable, between:

        * Seaman Furniture Company, Inc., and Raymours for Store
          No. 20304; and

        * Levitz Furniture Corporation and Raymours for Store
          No. 20501,

       the event will not be considered a violation of the
       Assigned Leases.  The Assigned Leases are in full force
       and effect, and as of the Effective Date all defaults
       under any assigned lease, will be deemed cured in all
       respects, provided that the Purchasers will be responsible
       for payment of cure costs associated with the Assigned
       Leases;

   (d) Raymours may perform interior and exterior alterations and
       remodel the Premises, and replace and modify all signage,
       notwithstanding any provision in the Assigned Leases to
       the contrary, provided that the alterations and remodeling
       are in accord with applicable non-bankruptcy law; and

   (e) Any provisions in the Assigned Leases that purport to:

        * impose a fee for an assignment of the Leases;

        * modify or terminate the Leases as a result of a "going
          dark" or assignment provision;

        * prohibit assignment of the Leases to Raymours; or

        * restrict use of the Premises to a specific named tenant
          or business,

       are nullified.

                         About Levitz Home

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of  
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts.  Jay R. Indyke, Esq., at Kronish Lieb Weiner & Hellman
LLP represents the Official Committee of Unsecured Creditors.
Levitz sold substantially all of its assets to Prentice Capital on
Dec. 19, 2005.  (Levitz Bankruptcy News, Issue No. 14 Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LIBBEY GLASS: Moody's Rates Planned $300 Mil. Notes Offer at B2
---------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
of Libbey Glass Inc. and assigned new B2 ratings to its proposed
$300 million second-lien senior secured note offering.  The rating
outlook is stable.

The rating action follows Libbey Glass' June 7 announcement that
it plans to issue $300 million of second-lien senior secured notes
and $100 million of third-lien senior subordinated secured pay-in-
kind notes with warrants to purchase a number of shares equal to
an aggregate of three percent of Libbey's outstanding common
stock.  These issues will be in lieu of the $400 million senior
unsecured notes previously rated B3 by Moody's.  The ratings on
the unsecured notes have been withdrawn.

This rating was assigned:

   * B2 on the proposed $300 million second lien senior secured
     notes due 2012

This rating was withdrawn:

   * B3 on the $400 million senior unsecured notes due 2014

This ratings were affirmed:

   * B2 corporate family rating
   * Speculative Grade Liquidity Rating of SGL-3
   * The rating outlook is stable

The assigned rating is subject to the review of executed
documents.

Moody's previous rating action on Libbey Glass was on May 16, 2006
with a first-time assignment of the B2 Corporate Family Rating.

The second-lien senior secured notes will be sold in a privately
negotiated transaction with registration rights under the
Securities Act of 1933 under circumstances reasonably designed to
preclude a distribution thereof in violation of the Act.  This
issuance has been designed to permit resale under rule 144A.

Proceeds from the notes, as well as a portion of a $150 million
first-lien secured revolving credit facility, the $100 million
third-lien subordinated notes and balance sheet cash, will be used
to finance the acquisition of Vitrocrisa Holdings, S de R.L. de
C.V., its Mexican joint venture with Vitro SA, refinance existing
Libbey and Crisa debt, and pay fees and expenses.

The key drivers of the B2 rating and stable outlook:

   (1) the significant amount of proforma financial leverage as a
       result of the transaction, which is expected to increase
       to over 6.0 times from 5.7 times at the end of 2005 using
       Moody's standard analytic adjustments;

   (2) declining profitability and returns over the last few
       years as a result of manufacturing inefficiencies and
       significant increases in labor and raw material costs;

   (3) lack of free cash flow generation as a result of the
       capital intensive nature of Libbey's business and
       incremental spending on a new plant in China; and

   (4) the company's limited size and product scope.

Supporting the ratings:
  
   (1) the company's leading market positions in foodservice
       glassware;

   (2) strong brand name and

   (3) extensive distribution capabilities.

The stable outlook reflects limited tolerance for adverse
fluctuations in credit metrics which will also be highly sensitive
to the execution risks associated with the company's integration
and restructuring efforts as the company is initially weakly
positioned in the B2 category.

The stable outlook assumes that the company will continue to
maintain its stated core business strategy, manage liquidity
effectively, and improve debt protection measures mainly through
improved profitability over the near-to-intermediate term.

Should operating performance materially deviate from Moody's
expectations, the ratings outlook would change to negative.
Additionally, any additional increases in financial leverage or
unexpected deterioration in free cash flow generation throughout
the near term could also trigger a change in the outlook.

Quantitatively, downward pressure on the ratings would occur if
EBITA margins do not approach 6.5% by FYE 2006 with further
improvement to 9.5% by FYE 2007, EBIT does not cover interest, or
if debt-to-EBITDA exceeds 6.5 times for an extended period of
time.

While it is unlikely the ratings could be upgraded given the
company's weak position in its rating category over the near term
the ratings outlook could change to positive if Libbey Glass were
able to successfully execute its extensive integration,
restructuring and expansion plans resulting in sustained
profitability improvements such that operating margins
significantly exceeded 10%, leverage fell below 4.5 times, and
free cash flow-to-debt were to exceed 6%.

The B2 ratings assigned to the $300 million second-lien senior
secured notes reflect modest lift over the previously proposed
$400 million senior unsecured notes given the benefits and
limitations of the collateral package, which include a second
priority lien on all assets of Libbey Glass and its subsidiary
guarantors that secure the unrated asset based revolving credit
facility.

The revolving credit facility is secured by a perfected first
priority security interest in all assets of the borrowers and its
subsidiaries and a pledge of up to 65% of the capital stock of all
material foreign subsidiaries.  The exclusion of the assets of
non-guarantor subsidiaries that secure the revolving credit
facility in the second lien collateral package is deemed
immaterial.

The notes are guaranteed by Libbey Inc. and all domestic
subsidiaries.  Although the secured notes are moderately stronger
than the previously proposed unsecured notes due to the collateral
and the new layer of junior capital, Moody's cautions that full
recovery remains questionable in a distressed scenario. The new
notes are non-callable until year two, and contain a put at 101%
in the event of a change in control.

For further information, refer to Moody's Summary Opinion and
Speculative Grade Liquidity Assessment on Libbey Glass Inc.

Headquartered in Toledo, Ohio, Libbey Glass Inc. (parent company
Libbey Inc., NYSE: LBY) is the largest manufacturer of glass
tableware in North America, and one of the largest manufacturers
of glass tableware in the world, with 2005 revenues of $570
million. The Company serves foodservice, retail, industrial and
business-to-business customers in over 90 countries.


LONG BEACH: Moody's Junks Ratings on 3 Certificate Classes
----------------------------------------------------------
Moody's Investors Service downgraded seven certificates from three
deals issued by Long Beach Mortgage Company in 2000 and 2002.  The
transactions are backed by primarily first lien adjustable and
fixed rate subprime mortgage loans originated by Long Beach.  The
master servicer on the deals is Long Beach Mortgage Company.

The seven subordinate classes are being downgraded because
existing credit enhancement levels may be low given the current
projected losses on the underlying pools.  The transactions have
taken significant losses causing gradual erosion of the
overcollateralization.  In addition, the severity of loss on the
liquidated loans has begun to increase due among other factors to
a higher concentration of manufactured housing loans.  In the
review Moody's also focused on the various triggers available to
the transactions and how they have helped protect investors.

Moody's complete rating actions:

Issuer: Long Beach Mortgage Loan Trust Asset Backed Certificates

Downgrades:

   * Series 2000-1; Class M-1, downgraded to Baa3 from A2;
   * Series 2000-1; Class M-2, downgraded to Caa1 from B1;
   * Series 2000-1; Class M-3, downgraded to C from Caa2;
   * Series 2000-LB1; Class M2F, downgraded to Caa2 from B3;
   * Series 2000-LB1; Class M2V, downgraded to B1 from Baa3.

Issuer: Asset Backed Securities Corporation

Downgrades:

   * Series 2002-HE3; Class M-3, downgraded to Ba1 from Baa2;
   * Series 2002-HE3; Class M-4, downgraded to Ba3 from Baa3.


MACKENZIE BOWELL: Chapter 15 Petition Summary
---------------------------------------------
Petitioner: Mackenzie E. Bowell
            3989 22nd Avenue West
            Vancouver, British Columbia V6SIJ9

Debtor: Mackenzie E. Bowell
        3989 22nd Avenue West
        Vancouver, British Columbia V6SIJ9

Case No.: 06-01710

Chapter 15 Petition Date: June 9, 2006

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Petitioner's Counsel: Gerald L. Shelley, Esq.
                      Quarles & Brady Streich Lang LLP
                      Two North Central, Suite 200
                      Phoenix, Arizona 85004
                      Tel: (602) 229-5200
                      Fax: (602) 230-5598

Total Assets:    $30,750

Total Debts:  $6,342,336


MERIDIAN AUTOMOTIVE: Panel Questions Validity of Lenders' Lien   
--------------------------------------------------------------
Representing the Official Committee of Unsecured Creditors
appointed in Meridian Automotive Systems, Inc., and its debtor-
affiliates' bankruptcy cases, Gregory A. Taylor, Esq., at Ashby &
Geddes, P.A., in Wilmington, Delaware, asserts that the filing by
Credit Suisse, as First Lien Administrative Agent and First Lien
Collateral Agent, of a U.C.C. financing statement creating a lien
on substantially all the assets of Meridian Automotive Systems-
Composites Operations, Inc., five days prior to bankruptcy filing
is avoidable as a preferential transfer.

In connection with the sale of assets, the First Lien Agent's
authorized agent, First American Title Insurance Company,
mistakenly filed with the Delaware Secretary of State a
termination statement, which the First Lien Agent ratified by
failing to take timely corrective action.

The Committee asserts that it is entitled to a summary judgment
avoiding the purported lien.

Mr. Taylor contends that the First Lien Agent cannot overcome the
insolvency limitation on the amount of its claim against each
Guarantor in the First Lien Collateral Agreement.

Mr. Taylor asserts that the First Lien Agent failed to undertake
actions necessary to perfect purported liens, and to present any
basis for concluding that there exists no genuine issue of
material fact or that it is entitled to judgment as a matter law.

The Committee also seeks summary judgment avoiding the First Lien
Agent's purported liens on:

    (a) the Vehicles;

    (b) domestic real property, based on the results of a real
        property search that shows that the First Lien Agent
        failed to record mortgages as required by applicable state
        law; and

    (c) stock of the Debtors' Brazilian and Mexican subsidiaries.

If the Court is not inclined to deny the First Lien Agent's
request for summary judgment or grant the Committee's request for
summary judgment, the Committee asks the Court to direct the
First Lien Agent to appear for deposition to allow the Committee
to conduct and conclude its discovery to further develop the
record -- before considering each of the Committee's and the
First Lien Agent's requests.

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).


MERIDIAN AUTOMOTIVE: Union Fights for Locked-Out Workers' Jobs
--------------------------------------------------------------
The United Steelworkers said that the Union has contacted
customers of Meridian Automotive Systems, Inc., where over 300
members of USW Local 820L were illegally locked out on April 21,
2006, and replaced with salaried personnel and inexperienced
temporary strikebreakers.

The Union has invited executives from Volvo Truck, Sterling
Trucks, Kenworth, Peterbilt and other major customers to discuss
potential problems with products now coming out of the Jackson
plant and has urged them to notify Meridian that they support
returning the locked-out workforce to their rightful jobs.

USW District 1 Director Dave McCall said that based on Meridian's
filings in bankruptcy court, the company expects the Jackson plant
to be very profitable over the next several years, but negotiators
for the company have prolonged the lockout by insisting on major
concessions from the USW without any real justification.

"After years of hard work and sacrifice to establish a reputation
for dependability and quality at the Jackson plant, the USW
believes that these workers and Meridian's customers deserve
better," said McCall.  "The USW is frustrated that this lockout
may threaten to destroy the longstanding business relationships
that, in many ways, were built upon our members' dedication to
excellence."

McCall pointed out that Meridian appears to have already started
moving equipment out of the Jackson plant and that many of the
company's replacement workers are known to be in this country
illegally.

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).


NATIONAL MENTOR: Moody's Junks $215 Mil. Sr. Sub. Notes' Rating
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
$425 million Senior Secured credit facilities and a Caa1 rating to
the proposed $215 million senior subordinated notes of National
MENTOR Holdings, Inc.

Moody's also assigned a Corporate Family Rating of B2 and
Speculative Grade Liquidity rating of SGL-1 to National Mentor.
The outlook for the ratings is stable.  Moody's will withdraw the
ratings of National MENTOR at the close of the proposed
transaction.

These rating actions follow the March 23, 2006, announcement that
Vestar Capital Partners V, L.P. will acquire National MENTOR for a
total transaction value of approximately $778 million, including
the and payment of other expenses.

Vestar will fund the acquisition and the repayment of outstanding
National Mentor's existing debt through a $258 million equity
contribution as well as the proceeds from the proposed debt
financing of a $300 million Senior Secured Term Loan and
$215 million of Senior Subordinated Notes.  Moody's expects
the company will have no borrowings under its $125 million
Senior Secured Revolving Credit Facility.

The B2 Corporate Family Rating reflects the company's high
leverage, low profit margins, modest cash flows available to pay
down debt, its reliance on government payors as a source of
funding for most of its customers, and the challenge faced by the
company and its competitors in managing employee turnover and
labor expenses.

The company has and will to acquire other smaller companies,
potentially stressing existing credit metrics if additional
leverage is used to finance these transactions.  While the company
has develop a national presence in 32 states over the past few
years, revenues from the state of Minnesota still account for
almost 20% of total revenues.

The B1 ratings for the senior secured credit facilities reflect
first priority security interest in substantially all existing and
future assets of National Mentor.  The senior secured credit
facility is also guaranteed by all existing future direct and
indirect subsidiaries of National Mentor.  As such, the senior
secured credit facilities are one notch above the Corporate Family
Rating

The Caa1 rating for the senior subordinated notes reflects the
absence of any security and its structural subordination to the
existing senior secured credit facility.  The notes are notched
one level below the Corporate Family Rating and two notches below
the senior secured credit facility as they are subordinated to all
existing and future Senior debt while representing a significant
portion of the company's overall capital structure.

The SGL-1 speculative grade liquidity rating is based on Moody's
expectation that internally generated cash flow along with ample
external liquidity will be sufficient to fund the company's
ongoing operational needs and future acquisitions.  Moody's
expects National MENTOR to generate sufficient cash flow to fund
working capital, capital expenditures, debt service, and continued
modest acquisitions over the next twelve months ending June 30,
2007.

These ratings were assigned to National MENTOR Holdings, Inc.:

   * $125 million Senior Secured Revolver, due 2012, rated B1

   * $300 million Senior Secured Term Loan B, due 2013, rated B1

   * $215 million Senior Subordinated Notes, due 2014, rated Caa1

   * $20 million 7-year Synthetic Letter of Credit Facility,
     rated B1

   * Corporate Family Rating, B2

   * SGL-1

After the close of the proposed transaction, Moody's will withdraw
these ratings assigned to National MENTOR Holdings, Inc:

   * $80 Million Revolving Credit Facility due 2010 -- B1
   * $170 Million Term Loan B due 2011 -- B1
   * $150 Million Senior Subordinated Notes due 2012 -- B3
   * Corporate Family Rating -- B1
   * SGL-2

National MENTOR, Inc., headquartered in Boston, MA, is a leading
provider of home and community-based services for individuals with
mental retardation and other developmental disabilities, at-risk
youth and persons with acquired brain injury.


NOVASTAR: Moody's Places Ba1 Rating on Class M-10 Certificates
--------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
notes issued by NovaStar Mortgage Funding Trust 2006-MTA1, and
ratings ranging from Aa1 to Ba1 to the subordinate notes in the
deal.

The securitization is backed by Paul Financial, LLC, MortgageIT,
Inc., SBMC Mortgage, NovaStar Mortgage Inc., and other mortgage
lenders originated, adjustable-rate, negative amortization
mortgage loans acquired by NovaStar Mortgage, Inc.

The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination, excess spread,
and overcollateralization.  Moody's expects collateral losses to
range from 1.25% to 1.45%.

NovaStar Mortgage, Inc. will service the loans.

Te complete rating actions:

NovaStar Mortgage Funding Trust, Series 2006-MTA1

NovaStar Home Equity Loan Asset-Backed Notes, Series 2006-MTA1

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


ONEIDA LTD: Panel Can Hire Klestadt & Winters as Conflicts Counsel
------------------------------------------------------------------
The Honorable Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York allowed the Official Committee
of Unsecured Creditors appointed in Oneida Ltd. and its debtor-
affiliates' bankruptcy cases to hire Klestadt & Winters, LLP, as
its conflicts counsel, nunc pro tunc to May 17, 2006.

Klestadt & Winters will represent the Committee in matters
involving Bank of America, Silver Point Capital, and General
Electric Capital Corporation.

Otterbourg, Steindler, Houston & Rosen, P.C., the Committee's
bankruptcy counsel, has a conflict of interest related to the
review of prepetition financing transaction documents between the
Debtors and Bank of America, Silver Point, and GECC.

Tracy L. Klestadt, Esq., a partner at Klestadt & Winters,
disclosed that the Firm's professionals bill:

   Professional                  Designation      Hourly Rate
   ------------                  -----------      -----------
   Tracy L. Klestadt, Esq.       Partner              $475
   Ian R. Winters, Esq.          Partner              $395
   John E. Jureller, Jr., Esq.   Partner              $375
   Sean Southard, Esq.           Partner              $325
   Stacy Bush, Esq.              Associate            $300
   Patrick Orr, Esq.             Associate            $250

The Firm's paralegals bill at $125 per hour.

Ms. Klestadt assured the Court that Klestadt & Winters, LLP, does
not have any interest adverse to the Debtors, their creditors or
any party-in-interest and is disinterested as that term is defined
in Section 101(14) of the Bankruptcy Code.

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


PERFORMANCE TRANSPORTATION: Plan Filing Deadline Moved to Aug. 31
-----------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, the U.S.
Bankruptcy Court for the Western District of New York extends the
period within which Performance Transportation Services, Inc., and
its debtor-affiliates' exclusive right to:

   a. file a plan through and including August 31, 2006; and

   b. solicit and obtain acceptances of that plan through and
      including October 31, 2006.

The extension is without prejudice to the Debtors' right to seek
additional extensions of their exclusive periods.

As reported in the Troubled Company Reporter on May 23, 2006, the
Debtors asserted that their Chapter 11 cases are sufficiently
large and complex to warrant an extension of the Exclusive
Periods.

The Debtors told the Court that they are continuing to analyze
their customer contracts and collective bargaining agreements.  In
particular, the Debtors are preparing for negotiations with their
customers and the labor unions concerning concessions that will
help strengthen financial and operational viability.  Prior to the
conclusion of the discussions, however, the Debtors will not be in
a position to accurately evaluate their assets and liabilities and
the universe of claims against them or determine an appropriate
post-confirmation capital structure, much less propose a plan.

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest  
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PERFORMANCE TRANSPORTATION: Wants August 15 as Claims Bar Date
--------------------------------------------------------------
Performance Transportation Services, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Western District
of New York to fix Aug. 15, 2006, at 5:00 p.m., prevailing Eastern
Time, as the last date and time by which claims must be filed in
their Chapter 11 cases.

The proposed bar date will give all creditors a sufficient
opportunity to prepare and file proofs of claim, Garry M. Graber,
Esq., at Hodgson Russ LLP, in Buffalo, New York, tells Judge
Kaplan.

The Debtors propose that each person or entity that asserts a
claim against them that arose prior to the Petition Date must file
an original, written proof of the claim either by:

   -- mailing the original proof of claim to:
      
            BMC Group
            Attn: Leaseway Claims Docketing Center
            P. O. Box 1023
            El Segundo, California 90245-1023; or

   -- delivering the original proof of claim by messenger or
      overnight courier to:

            BMC Group
            Attn: Leaseway Claims Docketing Center
            1330 East Franklin Avenue
            El Segundo, California 90245.

Proofs of claim sent in any other manner -- by facsimile,
telecopy, portable document format, or electronic mail
transmission -- will not be accepted.

These persons or entities may not file a proof of claim:

   a. any person or entity that has already filed a proof of
      claim against the Debtors with the Clerk of the Bankruptcy
      Court for the Western District of New York in a form
      substantially similar to Official Form No. 10;

   b. any person or entity whose claim is listed on the Debtors'
      schedules of assets and liabilities provided, however,
      that:

         * the claim is not scheduled as "disputed," "contingent"
           or "unliquidated";

         * the claimant does not disagree with the amount, nature
           and priority of the claim as set forth in the
           Schedules; and

         * the claimant does not dispute that the claim is an
           obligation of the specific Debtor against which the
           claim is listed in the Schedules;

   c. any holder of a claim, which claim the Court has allowed;

   d. any person or entity whose claim has been paid in full;

   e. any holder of a claim for which the Court has fixed a
      specific deadline;

   f. any Debtor having a claim against another Debtor or any of
      the Debtors' non-debtor affiliates having a claim against
      any of the Debtors; and

   g. any holder of a claim allowable under Sections 503(b) and
      507(a) of the Bankruptcy Code as an expense of
      administration.

Any person or entity that holds a claim arising from the  
rejection of an executory contract or unexpired lease must file a
proof of claim based on the rejection on or before the date
required by the Court-approved Rejection Procedures, which is the
later of:

   -- the Bar Date; and

   -- 30 days after the Rejection Date.

Each proof of claim must:

   a. be written in English;

   b. include a claim amount denominated in U.S. dollars;

   c. conform substantially with Official Form No. 10;

   d. indicate the Debtor and the appropriate case number
      against which the creditor is asserting a claim;

   e. include supporting documentation -- or a summary if
      documentation is voluminous -- or an explanation as to why
      the documentation is not available; and

   f. be signed by the claimant or, if the claimant is not an
      individual, by an authorized agent of the claimant.

If the claim amount is not in U.S. dollars, the Debtors reserve
the right to convert the amount to U.S. currency as of a date
they determine is reasonable and appropriate given applicable
circumstances.

The Debtors are not seeking to establish a bar date for their
holders of equity interests.  Hence, the Debtors propose that any
holder of an equity interest in a Debtor need not file a proof of
interest.  However, if an interest holder asserts a claim against
one or more of the Debtors, a proof of the claim must be filed on
or prior to the Bar Date.

Any holder of a claim against the Debtors who is required but
fails to file a proof of claim on or before the Bar Date will be
barred, estopped and enjoined from asserting the claim against
the Debtors and the Debtors and their property will be discharged
from all indebtedness or liability with respect to the claim.  
Additionally, the holder will not be permitted to vote on any
plan of reorganization filed in the Debtors' Chapter 11 cases, or
participate in any distribution on account of the claim or to
receive further notices regarding the claim.

                           Notice Parties

The Debtors intend to mail a notice of the Bar Date Order on or
before June 30, 2006, to:

   -- the United States Trustee;

   -- counsel to the Official Committee of Unsecured Creditors;

   -- counsel to the administrative agent for the Debtors'
      postpetition secured lenders;

   -- counsel to the administrative agents for the Debtors'
      prepetition secured lenders;

   -- all persons or entities that have requested notice of the
      proceedings in the Debtors' Chapter 11 cases;

   -- all persons or entities that have filed claims;

   -- all creditors and other known holders of claims as of the
      date of the Bar Date Order;

   -- all parties to executory contracts and unexpired leases of
      the Debtors listed on the Schedules;

   -- all parties to litigation with the Debtors;

   -- the Internal Revenue Service;

   -- the United States Attorney for the Western District of New
      York and relevant state attorneys general;

   -- any other government agencies required to receive notice of
      the Debtors' Chapter 11 proceedings;

   -- the Debtors' employees going back to December 2004;

   -- those parties on the consolidated lists of creditors and
      equity security holders maintained by the Debtors' notice
      and claims agent; and

   -- other entities with whom, prior to the Petition Date, the
      Debtors had done business or who may have asserted a claim
      against the Debtors in the recent past.

                        Publication Notice

To ensure that all creditors receive notice of the Bar Date, the
Debtors seek the Court's permission to publish the Bar Date
Notice in the Detroit News and the Detroit Free Press, Automotive
News (National Edition), and Transport Topics on one occasion on
or before July 15, 2006.

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest  
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PRIMUS INTERNATIONAL: S&P Withdraws B+ Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'B+' corporate credit rating, on Primus International Inc.  

The aerostructures company was acquired by Oak Hill Capital
Partners.  Terms were not disclosed, but all rated debt,
consisting of $65 million of secured notes, has been repaid as
part of the transaction.


PROVIDENT PACIFIC: Ch. 7 Trustee Hires Bachecki Crom as Accountant
------------------------------------------------------------------
Jeffry G. Locke, the chapter 7 trustee overseeing the liquidation
of Provident Pacific Corporation, obtained authority from the U.S.
Bankruptcy Court for the Northern District of California to employ
Bachecki, Crom & Co., LLP, as his accountant.

Bachecki Crom is expected to:

   a) prepare and file tax returns and perform tax analysis;

   b) analyze tax claims filed in the case, if necessary;

   c) analyze the tax impact of potential transactions, if
      necessary;

   d) analyze as to avoidance issues, if necessary;

   e) testify as to avoidance issues, if necessary;

   f) prepare a solvency analysis, if necessary;

   g) prepare wage claim withholding computations and payroll tax
      returns, if necessary;

   h) serve as Trustee's general accountant and to consult with
      the Trustee and the Trustee's counsel as to those matters.

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

                Professional          Hourly Rate
                ------------          -----------
                Partners              $310 - $360
                Senior Accountant     $210 - $285
                Junior Accountant     $110 - $190

Mr. Locke assures the Court that Bachecki Crom is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not hold or represent any interest
adverse to the Debtor's estates.

Headquartered in Belvedere, California, Provident Pacific
Corporation, filed for chapter 11 protection on June 8, 2005
(Bankr. N.D. Calif. Case No. 05-11435).  Michael H. Lewis, Esq.,
at Law Offices of Michael H. Lewis, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $39,545,023 and total
liabilities of $28,495,982.


PTC ALLIANCE: Files Schedules of Assets and Liabilities
-------------------------------------------------------
PTC Alliance Corp. delivered to the U.S. Bankruptcy Court for the
Western District of Pennsylvania its schedules of assets and
liabilities, disclosing:

    Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property               $15,628,845
  B. Personal Property           $99,686,856
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $145,558,397
  E. Creditors Holding
     Unsecured Priority Claims                       
  F. Creditors Holding                             $122,479,035
     Unsecured Nonpriority
     Claims
                                ------------       ------------
     Total                      $115,315,701       $268,037,432

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 restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in the Debtor's bankruptcy proceedings.  When the Debtor
filed for protection from its creditors, it estimated assets and
debts of more than $100 million.


PTC ALLIANCE: List of 20 Largest Unsecured Creditors
----------------------------------------------------
PTC Alliance Corp. released a list of its 20 Largest Unsecured
Creditors with the U.S. Bankruptcy Court for the Western District
of Pennsylvania, disclosing:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
ISG Cleveland Inc.            Trade Debt              $8,350,764
3060 Eggers Avenue
Cleveland, OH 44105

WCI Steel Corporation         Trade Debt              $1,878,312
1040 Pine Avenue, Southeast
Warren, OH 44483

Chrysler Corporation          Trade Debt              $1,357,545
1000 Chrysler Drive
CIMS 485 11 51
Auburn Hills, MI 48326

Kenwal Steel-Burns Harbor     Trade Debt              $1,180,186
307 Tech Drive
Burns Harbor, IN 46304

Universal                     Trade Debt                $584,706
6600 Grant Avenue
Cleveland, OH 44105

Dufferco                      Trade Debt                $521,394
15 Romer Boulevard
Farrell, PA 16121

Severstal North America,      Trade Debt                $462,694
Inc.
3001 Miller Road
Dearborn, MI 48121-1699

Kerry Steel, Inc.             Trade Debt                $351,482
31731 Northwestern Highway
Farmington Hills, MI 48334

Steel Technologies, Inc.      Trade Debt                $254,848
1161 Solutions Center
Chicago, IL 60677-1001

Classic Steel Inc.            Trade Debt                $154,954

J.B. Lee                      Trade Debt                $152,200

Perot Systems                 Trade Debt                $144,680

USS Steel                     Trade Debt                $120,068

Penn Power                    Trade Debt                $114,327

US Airways, Inc.              Trade Debt                 $71,811

Worthington Steel Corp.       Trade Debt                 $68,768

Mercer Transportation Co.     Trade Debt                 $60,901

Roll-Kraft, Inc.              Trade Debt                 $58,406

Liberty Steel Products Inc.   Trade Debt                 $57,171

Bryson Transport Co.          Trade Debt                 $51,747

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 restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in the Debtor's bankruptcy proceedings.  When the Debtor
filed for protection from its creditors, it estimated assets and
debts of more than $100 million.


REGAL CINEMAS: Moody's Holds Ba2 Senior Secured Bank Debt Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 secured bank rating for
Regal Cinemas Corporation and the Ba3 corporate family rating for
Regal Entertainment Group in light of the expected repayment of a
portion of Regal's 3-3/4% convertible notes with increased bank
debt at RCC.

The transaction does not increase Regal's total debt.  Despite the
reduction in junior capital, Moody's believes the secured bank
rating, one notch higher than the corporate family rating, remains
appropriate.  Bank lenders benefit from junior capital provided by
Regal's substantial operating leases, as well as a modest amount
of junior debt on the balance sheet.  Moody's also affirmed the B3
rating on Regal's convertible notes, and the outlook remains
stable.

A summary of actions.

Regal Entertainment Group (Regal)

   * Corporate Family Rating -- affirmed Ba3
   * Outlook -- Stable
   * Senior Unsecured Convertible Notes -- affirmed B3

Regal Cinemas Corporation (RCC)

   * Senior Secured Bank Debt -- affirmed Ba2

Regal Entertainment Group is the parent company of Regal Cinemas
and its subsidiaries. Regal operates the largest theater circuit
in the United States, consisting of 6,415 screens in 546 theaters
in 40 states. The company maintains its headquarters in Knoxville,
Tennessee.


SAINT VINCENTS: Court Approves Staten Island Hospital Sale Process
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approves Saint Vincents Catholic Medical Centers of New York and
its debtor-affiliates' proposed Bidding Procedures for the sale of
St. Vincent's Hospital, Staten Island.

The Court overrules all objections that have not been withdrawn
or settled.

A copy of the Bidding Procedures is available for free at
http://researcharchives.com/t/s?b50

As reported in the Troubled Company Reporter on May 31, 2006, the
Debtors and Bayonne Medical Center agreed to Bidding Procedures,
which will govern the submission of bids for all or a portion of
the Hospital.  The Debtors will value bids that propose to
continue the acute care and other programs at St. Vincent's
Hospital, Staten Island.

All bids must be received by 5:00 p.m. New York Time on June 30,
2006.  The Debtors propose to hold an auction at 11:00 a.m. New
York Time on July 10, 2006.

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: SVMC Wants to Buy Leased Property from Turnpike
---------------------------------------------------------------
Saint Vincent Catholic Medical Center seeks a judgment and order
from the U.S. Bankruptcy Court for the Southern District of New
York:

    (a) granting it specific performance of the terms of Agreement
        of Lease and ordering Turnpike Gardens, Inc., to convey
        fee simple title for a building located at 175-05 Horace
        Harding Expressway, Fresh Meadows, New York, and
        designated as Block 6889, Lots 37, 46, 54, and 55 on
        Queens tax maps, in exchange for $4,200,000;

    (b) awarding it damages due to Turnpike Gardens' delay in
        conveyance of the Property; and

    (c) awarding its costs and attorney's fees.

In 1995, Saint Vincent Catholic Medical Center's predecessor-in-
interest entered into an Agreement of Lease from Turnpike
Gardens, Inc., for the property.  The building has been used and
continues to be used to house St. Anthony's Health Professions and
Nursing Institute in which students are educated in various health
care professions.

Pursuant to the Agreement of Lease, SVCMC had the option to
purchase the leased property for $4,200,000, if it elected to do
so within a two-month window in March and April 2005.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in Boston,
Massachusetts, relates that SVCMC elected to exercise this option
on April 11, 2005, and notified Turnpike Gardens on that date.
However, Turnpike Gardens has failed to comply with its
obligations under the Agreement of Lease to transfer fee simple
title to the property to SVCMC, Mr. Troop tells the Court.

Under New York law, an option to purchase real property contained
in a lease creates a covenant, which runs with the land.  SVCMC's
property rights as the holder of this option constitute property
of its bankruptcy estate under Section 541(a) of the U.S.
Bankruptcy Code, Mr. Troop asserts.

Currently, SVCMC remains capable of meeting its obligations under
the terms of the option, Mr. Troop tells the Court.

Mr. Troop contends that by failing to meet its obligations to
provide a contract of sale for the Property and transfer title to
the Property to SVCMC, Turnpike Gardens is in default of its
obligations under the Agreement of Lease.  This default has not
been cured.

Accordingly, SVCMC is entitled to specific performance of the
terms of Agreement of Lease, which provide it with the right to
purchase the Property for $4,200,000 and receive a deed for fee
simple title.

Mr. Troop further contends that SVCMC is entitled to its damages
due to Turnpike Gardens' default and the delay in the conveyance
of the Property to SVCMC, including but not limited to, any
additional rent, which SVCMC has paid to Turnpike Gardens during
the period in which it failed in meeting its obligation to convey
the Property.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the     
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 26
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SANTIAGO ASSOCIATES: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Santiago Associates, Inc., delivered to the U.S. Bankruptcy Court
for the District of Arizona its schedules of assets and
liabilities, disclosing:

    Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property               $23,850,000
  B. Personal Property            $3,804,038
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                 $13,680,799
  E. Creditors Holding
     Unsecured Priority Claims                         $289,533
  F. Creditors Holding                                 $837,038
     Unsecured Nonpriority
     Claims
                                 -----------        -----------
     Total                       $27,654,038        $14,807,370

Headquartered in Phoenix, Arizona, Santiago Associates, Inc.,
filed for chapter 11 protection on May 18, 2006 (Bankr. D. Ariz.
Case No. 06-01454).  Lawrence d. Hirsch, Esq., at Hirsch Law
Office, P.C., represents the Debtor.  No Official Committee of
Unsecured Creditors has been appointed in the Debtor's case.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


SEPRACOR INC: Will Cooperate with SEC on Stock Options Probe
------------------------------------------------------------
Sepracor Inc. has received a letter of inquiry from the Securities
and Exchange Commission requesting documents related to the
Company's stock option grants and stock option practices.  The
Company intends to cooperate with the SEC in this matter. The
Company has set up a special committee of the Board of Directors
to oversee a review of the documentation relating to option
grants.

Headquartered in Marlborough, Massachusetts, Sepracor Inc.
(Nasdaq: SEPR) -- http://www.sepracor.com/-- is a research-based  
pharmaceutical company specializing in the treatment and
prevention of human diseases.  Sepracor's drug development program
has yielded a portfolio of pharmaceutical products and candidates
with a focus on respiratory and central nervous system disorders.

Sepracor Inc.'s balance sheet at March 31, 2006 showed a
stockholders' deficit of $127,653,000.

                          *     *     *

Sepracor's long-term local and foreign issuer credits carry
Standard & Poor's B+ rating.  The ratings were placed on Feb. 13,
2006 with a positive outlook.


SILICON GRAPHICS: Court Approves CMP as Conflicts Counsel
---------------------------------------------------------
Silicon Graphics, Inc., and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the Southern
District of New York to employ Curtis, Mallet-Prevost, Colt &
Mosle LLP, as their conflicts counsel.

The Court clarifies that Curtis, Mallet-Prevost, Colt & Mosle,
LLP, will not serve as the Debtors' general co-counsel.  The firm
will not have duties as broad as itemized in its retention
application but will serve the limited role of rendering certain
discrete tasks connected with the Debtors' compliance with
administrative-related requirements of the Bankruptcy Code as are
specifically assigned by Weil, Gotshal & Manges LLP to the firm.

The two firms will coordinate their work so that CMP's performance
is subordinate to the plan formulation and confirmation duties,
which remain the sole responsibility of Weil Gotshal.

As reported in the Troubled Company Reporter on May 18, 2006, CMP
will:

    (a) consult on all aspects of the Debtors' Chapter 11 cases,
        including all of the legal and administrative
        requirements;

    (b) assist in preparing administrative and procedural
        applications and motions;

    (c) prosecute and defend litigation;

    (d) participate in the preparation and filing of a plan of
        reorganization and disclosure statement;

    (e) review and object to claims;

    (f) analyze and prosecute any causes of action created under
        the Bankruptcy code;

    (g) take all steps necessary and appropriate to bring the
        Debtors' Chapter 11 case to a conclusion; and

    (h) perform the full range of legal, but not financial,
        services associated with the Debtors' Chapter 11 cases.

The Debtors will pay CMP in accordance with its ordinary and
customary hourly rates:

             Position                        Rate
             --------                        ----
             Partners                    $495 to $700
             Counsel                     $385 to $540
             Associates                  $240 to $495
             Legal Assistants            $120 to $170
             Managing Clerk                  $385
             Other Support Personnel      $60 to $125

L.P. Harrison, 3rd, Esq., a member of CMP, assured the Court that
the firm does not have any connection with or interest adverse to
the Debtors, their creditors, or other parties-in-interest.  CMP
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance  
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  (Silicon Graphics Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SILICON GRAPHICS: Panel Wants Cash Management System Order Amended
------------------------------------------------------------------
As reported in the Troubled Company Reporter on May 17, 2006, the
U.S. Bankruptcy Court for the Southern District of New York
authorized Silicon Graphics, Inc., and its debtor-affiliates to
continue utilizing their current integrated cash management system
in a manner consistent with their prepetition practices on an
interim basis.

                        Committee Responds

The Official Committee of Unsecured Creditors asks the Court to
amend its Interim Order by entering a further interim order that
establishes the Additional Controls.

According to David Neier, Esq., at Winston & Strawn LLP, in New
York, the Debtors have not yet provided to the Committee or the
Court any requested information regarding the magnitude, nature,
and necessity of the intercompany transfers and obligations.

Mr. Neier relates that due to the present lack of information, the
Committee believes that a final ruling on the Debtors' request
should be delayed until the Committee is able to adequately
analyze the Debtors' cash management system.

While the Committee anticipates that it will be able to negotiate
a consensual agreement with respect to cash management, the
Committee reserves all rights to object to the proposed cash
management system after it completes its analysis, Mr. Neier says.

Mr. Neier notes that the intercompany transfers warrant scrutiny
on a continuing basis.  The Debtors' proposed order establishes no
limitations on intercompany transfers and requires no disclosure
of the terms of the transfers either prior to or after their
consummation.  Under the Debtors' proposed system, intercompany
transfers could be detrimental to the economic interests of
unsecured creditors as it could:

    (a) result in net cash outflows to non-Debtor entities;

    (b) relate to transactions that are not made on an arm's-
        length basis; or

    (c) be made to an entity for less than "reasonably equivalent
        value."

The Committee proposes interim reporting requirements and cash
management controls that will enable it to evaluate the risk of
the transfers to unsecured creditors on a continuing basis pending
its review and analysis of the Debtors' cash management system.

In particular, the Committee proposes that:

    * On a monthly basis, the Debtors should provide a detailed
      accounting of all intercompany transfers made in the
      immediately preceding month by each Debtor that specifies:

        (i) the amount of the transfers and whether they result in
            a net outflow of estate assets with respect to any
            Debtor entity.

       (ii) the type of transfers as either loans or payables, or
            payments for goods and services, and, if loans or
            payables, the repayment terms.

      (iii) the consideration received for the transfers.

    * No intercompany transfer from a Debtor to a non-Debtor
      should be permitted, without prior notice and opportunity
      for a hearing, unless:

        (i) it relates to a transaction that is on fair and
            reasonable terms which are no less favorable than
            would be obtained in a comparable arm's-length
            transaction with a non-Debtor affiliate;

       (ii) it is made for "reasonable equivalent value"; and

      (iii) it is otherwise permitted as a postpetition
            transaction under the Bankruptcy Code.

    * With respect to Permitted Non-Debtor Transfers constituting
      intercompany loans, limits should be established with
      respect to the aggregate amount of intercompany loans that
      may be outstanding at any time with respect to any non-
      Debtor entity.  The Debtors should propose certain limits
      for consideration by the Committee and Court.

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance  
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  (Silicon Graphics Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SIVAULT SYSTEMS: Earns $523,214 in 2006 First Fiscal Quarter
------------------------------------------------------------
SiVault Systems, Inc., filed its first quarter financial
statements for the three months ended Dec 31, 2005, with the
Securities and Exchange Commission on June 6, 2006.

The Company reported a $523,214 net income with no revenues for
the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $7,585,225
in total assets and $7,608,051 in total liabilities resulting in
$22,826 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $160,040 in total current assets available to pay
$7,608,051 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?b15

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 1, 2006,
Miller, Ellin & Company, LLP, in New York, raised substantial
doubt about SiVault Systems, Inc., fka Security Biometrics, Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
June 30, 2004, and 2005.  The auditor pointed to the company's
significant operating losses since inception and working capital
deficiency.

                      About SiVault Systems

SiVault Systems, Inc., fka Security Biometrics, Inc. --
http://www.sivault.com/-- provides products and services for the  
secure authentication, processing, storage and retrieval of
signature-based medical, financial and retail electronic
transactions and documents.


SOS REALTY: Files Schedules of Assets and Liabilities
-----------------------------------------------------
SOS Realty LLC delivered to the U.S. Bankruptcy Court for the
District of Massachusetts its schedules of assets and liabilities,
disclosing:

    Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property               $12,000,000
  B. Personal Property                $9,000
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                  $5,933,236
  E. Creditors Holding
     Unsecured Priority Claims                          $16,628
  F. Creditors Holding                                 $784,415
     Unsecured Nonpriority
     Claims
                                 -----------         ----------
     Total                       $12,009,000         $6,734,279

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.  No Official Committee of Unsecured
Creditors has been filed in the Debtor's case.  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.


SOURCECORP: Moody's Puts B1 Rating on $200 Mil. Sr. Sec. Loans
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to SOURCECORP,
Incorporated's proposed senior secured first lien facilities and a
B3 rating to its proposed senior secured second lien term loan.
This is the first time that Moody's has assigned debt ratings to
SOURCECORP.  Details of the rating action:

   * $75 million senior secured first lien revolving credit
     facility, due 2012 -- B1

   * $200 million senior secured first lien term loan, due
     2013 -- B1

   * $125 million senior secured second lien term loan, due
     2013 -- B3

   * Corporate Family rating -- B2

   * The rating outlook is stable

The ratings reflect the company's expected pro-forma leverage of
5.4 times debt to EBITDA, modest expected free cash flow from
operations and intense competition from a number of rivals, some
of which are substantially larger and have greater financial
resources than the company.

The ratings also reflect uncertainty regarding:
   
    (1) the potential outcome of an ongoing SEC investigation;

    (2) pending litigation; and

    (3) the company's ability to remediate identified internal
        control weakness.

The ratings are supported by the steady performance of
SOURCECORP's top line, solid EBITDA margins, long term
relationships with a relatively stable customer base and high
customer switching costs in certain of its business segments.

The stable outlook incorporates the relative stability and largely
recurring nature of SOURCECORP's business model, and the growth
prospects of the business process outsourcing segment.

The proposed $275 million senior secured first lien facilities are
rated one notch higher than the Corporate Family rating in
recognition of the seniority of this class of debt ahead of $125
million of junior debt and $150 million of common equity
contributed by funds associated with Apollo Management, LP.  The
second lien term loan is rated one notch below the Corporate
Family rating, reflecting Moody's view of the weaker debt
protection metrics afforded to second lien debtholders.

Headquartered in Dallas, Texas, SOURCECORP is a leading provider
of business process outsourcing and consulting services.  For the
LTM ended March 30, 2006, the company recorded revenues of $411
million.


SOUTHWEST FAMILY: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtor: Southwest Family Dental Office
                8500 South Figueroa Street, Suite 201
                Los Angeles, California 90003

Involuntary Petition Date: June 9, 2006

Case Number: 06-12505

Chapter: 11

Court: Central District Of California (Los Angeles)

Judge: Samuel L. Bufford

Petitioners' Counsel: Ephraim O. Obi, Esq.
                      3540 Wilshire Boulevard, Suite 321
                      Los Angeles, California 90010
                      Tel: (213) 252-9680
         
   Petitioners                   Nature of Claim    Claim Amount
   -----------                   ---------------    ------------
Felton H. Napoleon               Contract                 $8,300
8818 South Western Avenue
Los Angeles, California 90047

Hosea Ndungu Higal               Contract                 $6,200
8818 South Western Avenue
Los Angeles, California 90047

Patricia Lewis                   Agreement                $4,800
1936 West 78th Place
Los Angeles, California 90037


SPECTRUM BRANDS: Moody's Junks Rating on $1 Bil. Sr. Sub. Notes
----------------------------------------------------------------
Moody's Investors Service downgraded all ratings of Spectrum
Brands, Inc.  The outlook for the ratings is stable.  This action
concludes the review for downgrade that was initiated on April 7,
2006.

Ratings downgraded:

   * Corporate family rating to B3 from B2;

   * $300 million senior secured revolving credit facilities to
     B2 from B1;
  
   * $1.2 billion senior secured term loan facilities
     to B2 from B1;

   * $700 million senior subordinated notes due 2015
     to Caa2 from Caa1, and

   * $350 million senior subordinated notes due 2013
     to Caa2 from Caa1.

The downgrade results from continued softness in the performance
of the company's battery business due to a combination of
increased raw material costs, more efficient inventory management
by some of Spectrum's key customers, and the intense competitive
operating environment in general.

This has resulted in decreased operating cash flow, which in turn
has caused leverage to spike to around 7.4x using Moody's standard
analytic adjustments.  Considering this downgrade action, there is
little short-term potential for upward rating movement.  
Prospectively, upward rating pressure would occur once Spectrum
demonstrates that it can sustain leverage levels of below 6.5x,
has put most integration and raw material risk behind it, and
begins improving its generation of free cash flow.

While Spectrum is fairly well positioned in the B3 category, if
leverage levels continue to increase, a negative outlook is
likely. In the event additional covenant relief is necessary, a
downgrade is likely.

Headquartered in Atlanta, Georgia, Spectrum Brands, Inc. is a
global consumer products company with a diverse product portfolio
including consumer batteries, electric shavers, and lawn and pet
supplies.  Reported sales for the twelve-month period ended
December 2005 were $2.5 billion.


SUSQUEHANNA: Moody's Withdraws Ba2 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service withdrew all of its ratings on
Susquehanna Media Co., including the Ba2 corporate family rating,
given the completion of the tender for all of its 7.375% senior
subordinated notes and the company's repayment of all outstandings
under its bank credit facility.  Moody's note that the company
used proceeds from its completed divestitures of cable and radio
assets to repay all debt outstanding pursuant to its bank and bond
agreements.

These ratings are withdrawn:

   * Senior Secured Debt -- Ba2

   * Senior Subordinated Debt -- B1

   * Corporate Family Rating -- Ba2

Headquartered in York, Pennsylvania, Susquehanna Media Co. owns 33
radio stations in eight markets and operates nine cable systems.
It is a wholly-owned subsidiary of Susquehanna Pfaltzgraff Co.


TOWN SPORTS: Moody's Holds Junk Rating on $213MM Discount Notes
---------------------------------------------------------------
Moody's Investors Service revised the outlook of Town Sports
International Holdings, Inc., from stable to positive and affirmed
its credit ratings following the recent completion of its initial
public offering.

On June 7, 2006 TSI Holdings completed an initial public offering
of its common stock generating net proceeds, after underwriting
discount, of $93 million.  Most of the net proceeds were used to
fund the tender offer for $85 million of TSI's senior notes, which
closed on June 8, 2006.

TSI also announced that it issued a partial notice of redemption
for 35% of its outstanding 11% senior discount notes. TSI expects
to use $63 million of cash on hand to fund that redemption on July
7, 2006.

TSI Holdings' B2 corporate family rating and positive outlook
reflect:

   (1) improved credit metrics pro forma for the IPO and the
       application of the net proceeds and cash on hand towards
       debt reduction;

   (2) strong same store sales growth and improved profitability
       during 2005 and the first quarter of 2006;

   (3) a leading market position and large club base in key
       markets; and

   (4) good long term growth fundamentals for the fitness
       industry.

The ratings are constrained by an aggressive growth strategy that
is expected to result in limited free cash flows over the next few
years, significant levels of customer attrition and geographic
concentration in the New York metropolitan area.

For additional information please refer to Moody's Credit Opinion
on TSI Holdings published on Moodys.com.

These ratings of TSI Holdings were affirmed:

   * $213 million senior discount notes, rated Caa2

   * Corporate family rating, rated B2

These ratings of Town Sports International Inc. were affirmed:

   * $50 million senior secured revolving credit facility, rated
     B1

   * $170 million (previously $255 million) senior unsecured
     notes due 2011, rated B2

The positive rating outlook anticipates improving credit metrics
over the next 12-18 months driven by moderate same club revenue
growth, stable attrition rates and the continued maturation of
TSI's club base.

The ratings could be upgraded if improving financial performance
results in sustained ratios of Debt to EBITDA of under 4 times and
EBIT coverage of interest of over 1.7 times.  The outlook could be
changed back to stable if profitability growth is weaker than
expected such that Debt to EBITDA and EBIT to interest are
expected to remain at about 4.5 times and 1.5 times respectively.
Likely causes for underperformance relative to expectations
include rising attrition rates, significant cost increases and
poor execution of the company's aggressive growth strategy.

TSI Holdings, through its wholly owned operating subsidiary Town
Sports International, Inc., is one of the two leading owners and
operators of fitness clubs in the Northeast and Mid-Atlantic
regions of the United States and the third largest fitness club
operator in the United States.

As of March 31, 2006 TSI owned and operated 143 fitness clubs and
partly owned and operated 2 fitness clubs.  Revenues for the year
ended December 31, 2005 were $389 million.


TRANSPORT INDUSTRIES: S&P Affirms B+ Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Transport Industries Holdings L.P.

At the same time, Standard & Poor's affirmed its 'B+' bank loan
rating and recovery rating of '4' to subsidiary Transport
Industries L.P.'s current bank facility.  The company's bank
facility now consists of a five-year $70 million revolving
facility (due 2010) and a $275 million term loan (due 2011),
which includes a new $40 million add-on.  The bank facility is
guaranteed and secured by the assets and capital stock of
Transport Industries Holdings and its subsidiaries.

The bank facility has been given a recovery rating of '4',
indicating expectations of a marginal (25%-50%) recovery of
principal in the event of default.  The new $40 million add-on
will be used to finance the acquisition of a dedicated contract
trucking carrier supplying the food retail segment.  The rating
outlook is stable.

"Ratings on Transport Industries Holdings L.P. reflect its very
aggressive growth strategy, limited financial flexibility,
concentrated customer base, and relatively small position within
the fragmented truckload trucking and logistics industries," said
Standard & Poor's credit analyst Eric Ballantine.

Positive credit factors include the company's somewhat variable
cost structure by using owner-operators (independent truck drivers
who own their own tractors) and long-term contractual
relationships.

Funds from the new add-on will be used to purchase a dedicated
trucking carrier that supplies the a growing southeastern
supermarket chain.  

TI's three main lines of business are:

   * Dedicated Transport Services,
   * Truckload Management, and
   * Distribution Services.

The proposed acquisition helps expand the company's dedicated
service business.  Because TI is mostly a non-asset-based service
provider, the company relies on the use of owner-operators to
provide its services.

Additionally, the use of owner-operators allows the company to
manage its driver pool in relation to its workload and shifts the
purchase and maintenance of tractors to the independent
contractor, reducing capital intensity.  Although the company uses
owner operators, it is hard to find qualified drivers, and to
attract drivers the company has had to increase compensation and
incentives; if this continues over time, TI margins could come
under pressure.

TI's revenues and cash flow are expected to benefit from its
recent acquisition.  An outlook revision to positive is unlikely
in the near term due to the company's relatively weak financial
profile and active acquisition program.  However, an outlook
revision to negative is possible if financial benefits from recent
acquisitions do not materialize or the company does not improve
its credit profile in the intermediate term.


TRC HOLDINGS: Files Schedules of Assets and Liabilities
-------------------------------------------------------
TRC Holdings, Inc., delivered to the U.S. Bankruptcy Court for the
Eastern District of Wisconsin its schedules of assets and
liabilities, disclosing:

    Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property               
  B. Personal Property            $2,790,346
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                 $13,490,738
  E. Creditors Holding
     Unsecured Priority Claims                         $258,441
  F. Creditors Holding                                 $387,327
     Unsecured Nonpriority
     Claims
                                  ----------        -----------
     Total                        $2,790,346        $14,136,506

TRC Holdings, Inc., is a staffing agency that provides skilled
and semi-skilled temporary staff to small and mid-market employees
primarily in the areas of industrial, administrative, technical,
construction, light industrial and health care.  The Debtor
currently employs approximately 930 temporary and 50 full-time
workers.  The Debtor filed for chapter 11 protection on April 18,
2006 (Bankr. E.D. Wis. Case No. 06-21855).  Daryl L. Diesing,
Esq., Patrick B. Howell, Esq., and Daniel J. McGarry, Esq., at
Whyte Hirschboeck Dudek S.C. represent 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 estimated
assets between $1 million to $10 million and debts between
$10 million to $50 million.


TRINITY LEARNING: March 31 Balance Sheet Upside Down by $18 Mil.
----------------------------------------------------------------
Trinity Learning Corp. filed its first quarter financial
statements for the three months ended March 31, 2006, with the
Securities and Exchange Commission on May 23, 2006.

The Company reported a $4,666,730 net loss on $6,147,414 of
revenues for the three months ended March 31, 2006.

At March 31, 2006 the Company's balance sheet showed $16,187,355
in total assets, $33,268,483 in total liabilities, and $18,190,338
in stockholders' equity deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $7,518,288 in total current assets available to pay
$16,157,329 in total current liabilities coming due within the
next 12 months.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://researcharchives.com/t/s?b3b

                        Going Concern Doubt

BDO Spencer Steward, in Pretoria, South Africa, raised substantial
doubt about Trinity Learning's ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended June 30, 2005.  The auditor pointed
to the Company's recurring losses from operations and negative
working capital.

                      About Trinity Learning

Based in Berkeley, Calif., Trinity Learning Corporation (OTCBB:
TTYL) -- http://www.trinitylearning.com/-- is a global learning
company that is aggressively executing an acquisition-based growth
strategy in the $2 trillion global education and training market.
The Company currently provides workplace learning and
certification services to 7,000 clients including governmental
organizations and Fortune 1000 companies.  With 300 employees and
a 205,000 sq. foot state-of-the-art content production and
distribution facility, Trinity Learning produces and delivers
education and training content to organizations in growing
vertical markets such as healthcare, homeland security, and
industrial services.  Trinity Learning is focused on the growing
and highly fragmented workplace certification sector and by
leveraging its size and expertise to new industry segments and
geographic markets through additional acquisitions, internal
growth, and strategic alliances.  Trinity Learning is seeking to
become an industry leader and one of the first global learning
brands over the next five years.


TRIPLE A POULTRY: Section 341(a) Meeting Scheduled for June 20
--------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of Triple A
Poultry Inc.'s creditors at 10:00 a.m., on June 20, 2006, at Suite
3401, 515 Rusk Avenue in Houston, Texas.  This is the first
meeting of creditors required under Section 341(a) of the
Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer 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 Houston, Texas, Triple A Poultry, Inc., sells
meat and poultry products.  The company filed for chapter 11
protection on May 19, 2006 (Bankr. S.D. Tex. Case No. 06-32119).  
John Matthew Vaughn, Esq., at Porter & Hedges, LLP, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets between
$1 million and $10 million and debts between $10 million and
$50 million.


UNITY VIRGINIA: Section 341(a) Meeting Scheduled for June 20
------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of Unity
Virginia Holdings, LLC's creditors at 10:00 a.m., on June 20,
2006, at the Office of the U.S. Trustee, 110 Commerce Street, Room
976 in Dallas, Texas.  This is the first meeting of creditors
required under Section 341(a) of the Bankruptcy Code in all
bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer 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 Dallas, Texas, Unity Virginia Holdings LLC,
operates a coal mining and processing company.  The company filed
for chapter 11 protection on May 10, 2006 (Bankr. N.D. Tex.  Case
No. 06-31937).  James C. Jarret, Esq., and Arnaldo N. Cavazos,
Jr., Esq., at Cavazos, Hendricks & Poirot, P.C., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.

Four of the Debtor's affiliates, Glamorgan Coal Resources LLC,
Glamorgan Processing LLC, Glamorgan Properties LLC, and Glamorgan
Refuse LLC, filed for chapter 11 protection on May 12, 2006
(Bankr. N.D. Tex. Case Nos. 06-31953 through 06-31956).  Another
affiliate, Glamorgan OPerations, LLC, filed for chapter 11
protection on May 17, 2006 (Bankr. N.D. Tex. Case No. 06-31995).

No Official Committee of Unsecured Creditors has been appointed in
the Debtors cases.  


VIKING SYSTEMS: Posts $4.4 Mil. Net Loss in 2006 1t Fiscal Qtr.
---------------------------------------------------------------
Viking Systems, Inc., filed its first quarter financial statements
for the three months ended March 31, 2006, with the Securities and
Exchange Commission on May 24, 2006.

The Company reported a $4,475,104 net loss on $1,254,844 of sales
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $1,559,702
in total assets and $7,570,097 in total liabilities resulting in a
$6,010,395 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $1,233,248 in total current assets available to pay
$7,570,097 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?b14

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 16, 2006,
Peterson & Co., LLP, in San Diego, California, raised substantial
doubt about Viking Systems, Inc.'s ability to continue as a going
concern after auditing the Company's financial statements for the
year ended Dec. 31, 2005. The auditor pointed to the Company's
recurring losses from operations and working capital deficit.

                       About Viking Systems

Based in La Jolla, California, Viking Systems, Inc. (OTCBB: VKSY)
-- http://www.vikingsystems.com/-- provides high performance 3D
endoscopic vision systems to hospitals for minimally invasive
surgery. Viking is leveraging that position to become a market
leader in bringing integrated solutions to the digital surgical
environment. The company's focus is to deliver integrated
information, visualization and control solutions to the surgical
team, enhancing their capability and performance in MIS and
complex surgical procedures.


VILLAGEEDOCS INC: Corbin & Company Expresses Going Concern Doubt
----------------------------------------------------------------
Corbin & Company, LLP, in Irvine, California, raised substantial
doubt about VillageEDOCS, 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 since inception and its working
capital deficit of $676,198.

The Company reported a $8,144,928 net loss on $8,768,446 of total
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $8,724,247 in
total assets and $3,045,367 in total liabilities, resulting in a
$5,678,880 stockholders' equity.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $2,036,669 in total current assets available to pay
$2,712,867 in total current liabilities coming due within the next
12 months.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://researcharchives.com/t/s?b13

                       About VillageEDOCS

VillageEDOCS, Inc. -- http://www.villageedocs.com/-- through its
MessageVision subsidiary, provides comprehensive business-to-
business information delivery services and products for
organizations with mission-critical needs, including major
corporations, government agencies and non-profit organizations.  
The Company's Tailored Business Systems subsidiary provides
accounting and billing solutions for county and local governments.  
Through its Resolutions subsidiary, it provides products for
document management, archiving, document imaging, imaging
software, document scanning, e-mail archiving, document imaging
software, electronic forms, and document archiving.


WILLIAMS PARTNERS: Moody's Rates $150MM Sr. Unsec. Notes at Ba3
---------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Williams
Partners L.P.  Moody's assigned a Ba3 Corporate Family Rating and
a Ba3 senior unsecured rating to WPZ's proposed $150 million notes
issue.  Moody's also assigned a Speculative Grade Liquidity Rating
of SGL-3.  The outlook is stable.

WPZ is a publicly traded master limited partnership engaged in
midstream natural gas gathering and processing, and natural gas
liquids fractionating and storage.  The Williams Companies, Inc.
owns a 2% general partner interest in WPZ and also owns 39% of the
limited partner common units.

WPZ has announced it intends to purchase a 25.1% interest in
Williams Four Corners LLC from Williams for $360 million.  Four
Corners is a new entity that, upon closing of the transaction,
will own a natural gas gathering, treating and processing system
in the San Juan Basin in Colorado and New Mexico.  WPZ expects to
fund this acquisition with $150 million senior unsecured notes and
proceeds from issuing 6.6 million common units.

WPZ is a relatively new company, having been formed by Williams in
February 2005 and taken public through an IPO in August 2005. On a
standalone basis, WPZ's scale, geographic diversification,
business mix, and commodity price exposure is consistent with
several comparable midstream companies that Moody's rated B1, such
as Atlas Pipeline Partners, Copano Energy and MarkWest Energy
Partners.

However, WPZ's Ba3 CFR reflects support provided by its strong
relationship with Williams, including the strategic value that WPZ
provides to Williams' midstream business and various operational
linkages.  WPZ is an important aspect of Williams' growth strategy
for its midstream segment.

WPZ's growth trajectory has greater visibility than similar
independent MLPs because of its ability to acquire midstream
assets from Williams, such as the announced Four Corners
transaction.

WPZ is also integrated with Williams' upstream and pipeline
assets, such as gathering gas production in the San Juan and
connections between the Discovery system and Transco.  WPZ's
Conway assets will ultimately benefit from Williams' announced
Overland Pass NGL pipeline system joint venture with ONEOK.

WPZ's Ba3 CFR also considers its lower leverage and conservative
financial policies.  WPZ is conservatively capitalized at present
and Moody's expects Williams, as the general partner, will
maintain these conservative financial policies.  Pro forma for the
Four Corners acquisition, WPZ's debt/EBITDA will be 2.7x.

Moody's expects that over time WPZ's leverage will increase as it
grows but that it will go no higher than the 3-3.5x range.  WPZ is
funding the Four Corners acquisition with 42% debt and the company
expects to fund future acquisitions with 40-50% debt, keeping its
debt/capitalization in the 40-50% range as well.

The notes are rated Ba3, the same as the CFR, as this is the only
debt in the capital structure.  WPZ has no secured debt in its
capital structure and the company does not contemplate secured
debt.  WPZ has $75 million of availability under Williams' $1.5
billion credit facility, which is unsecured.

Moody's notes, though, that the proposed notes have virtually no
covenants, other than a change of control provision.  If Williams
owns less than 50% of the general partner, WPZ note holders have
the right to put their notes back to the company.  The notes have
no restrictions on WPZ or its subsidiaries to incur additional
debt and minimal restrictions on secured debt.

Williams Partners L.P., headquartered in Tulsa, Oklahoma, is a MLP
engaged in midstream natural gas gathering and processing, and
natural gas liquids fractionating and storage.

Assignments:

Issuer: Williams Partners LP

   * Corporate Family Rating, Assigned Ba3

   * Speculative Grade Liquidity Rating, Assigned SGL-3

   * Senior Unsecured Regular Bond/Debenture, Assigned Ba3


WIZZARD SOFTWARE: Gregory & Associates Raises Going Concern Doubt
-----------------------------------------------------------------
Gregory & Associates, LLC, in Salt Lake City, Utah, raised
substantial doubt about Wizzard Software 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 significant losses
since its inception due to unprofitable operations.

The Company reported a $5,966,862 net loss on $1,694,075 of total
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $2,358,147 in
total assets and $1,677,932 in total liabilities, resulting in a
$680,215 stockholders' equity.

The Company's Dec. 31 balance sheet also showed strained liquidity
with 1,210,047 in total current assets available to pay 1,558,708
in total current liabilities coming due within the next 12 months.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://researcharchives.com/t/s?b11

                      About Wizzard Software

Wizzard Software -- http://www.wizzardsoftware.com/-- develops  
and sells desktop and enterprise speech technology, speech
recognition and text-to-speech programming tools, distributable
engines, and speech related consulting services and support.  It
also develops talking prescription bill bottles and offers home
healthcare services through its wholly-owned subsidiary Interim
Healthcare of Wyoming, Inc.


WORLDCOM INC: Agrees with Travelers to Continue Tulsa Action
------------------------------------------------------------
On October 9, 2001, Travelers Insurance Company and its insured,
Meridian Tulsa L.L.C., commenced a lawsuit against WorldCom, Inc.,
and its debtor-affiliates in the United States District Court of
Tulsa County, Oklahoma.  The Tulsa Action asserts claims against
the Debtors, relating to alleged water damage to a three story
building in Tulsa, owned by Meridian.

The Plaintiffs allege that the water damage was caused in
November 1999, as a result of water having entered the building
during heavy rainstorms through an underground conduit that the
Debtors had installed in order to provide a fiber optic cable
connection to the Property.

Pursuant to a policy of insurance with Meridian, Travelers paid
Meridian $197,523 for the damages.  Travelers sought to recover
that amount from the Debtors.

The Debtors subsequently removed the Tulsa Action to the United
States District Court for the Northern District of Oklahoma.  The
Debtors disputed and contested all of the Plaintiffs' claims.

On June 12, 2002, the Debtors filed a Third Party Complaint in
the Federal Court Action against Gables Excavating Inc., the
company that the Debtors had hired to assist in the installation
of the fiber optic cable connection to the building.

On December 9, 2002, Travelers timely filed Claim No. 4553 for
$197,523.

Zurich American Insurance Company has agreed to defend and
indemnify the Debtors with respect to the claims asserted against
the Debtors in the Federal Court Action and Travelers' Claim.  
Hanover Insurance Company, the insurance carrier for Gables, also
agreed to defend and indemnify both Gables and the Debtors with
respect to the same claims.

Accordingly, the Debtors and Travelers stipulate that:

   (a) the automatic stay will be modified to permit the
       continuation of the proceeding in the Federal Court Action
       provided that Travelers will take no action for the
       enforcement of any judgment entered against the Debtors,
       other than amending their Proof of Claim and pursuing
       recovery on insurance coverage; and

   (b) if a final judgment is entered in favor of Travelers and
       against the Debtors in the Federal Court Action, the
       amount of the judgment will constitute an allowed
       unsecured claim under the Debtors' Plan of Reorganization,
       and will be paid pursuant to the terms of the Plan, if and
       to the extent the amount of the judgment is not covered by
       the Insurance Policies.

                         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. 119; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


WORLDCOM INC: Wants Final Fairness Hearing Moved
------------------------------------------------
Because of Hurricanes Katrina and Rita, the U.S. Bankruptcy Court
for the District of New York postponed the settlement notification
and approval process with respect to property in Orleans,
Jefferson, St. Tammany and Calcasieu Parishes, until conditions in
those parishes appear suitable for continuing the notification and
approval process.

WorldCom, Inc., and its debtor-affiliates, William Kimball, H.M.
Kimball Jr. and Elizabeth Kimball Lewis have reassessed the
conditions in the Hurricane-Affected Parishes and have found that
conditions continue to appear unsuitable for resuming the
notification and approval process with respect to those parishes.

According to the United States Postal Service, mail service has
been partially resumed to zip codes within those four parishes,
but full mail service has not been restored.

Thus, the Parties ask the Court to postpone the final fairness
hearing, notice, objection, opt-out and claims schedule with
respect to property in the Hurricane-Affected Parishes.

The Parties plan to submit a status report or a motion to
recommence the notification and approval process by June 15,
2006.

                       McCormick Objectors'
                   Post Fairness Hearing Brief

Randolph McCormick and 20 other class members maintain that the
post hearing testimony of the settling plaintiffs representatives
proves that the Louisiana Right-of-Way Settlement is neither fair
nor in the best interest of the class.

At the fairness hearing, the Settling Plaintiffs submitted
affidavits of:

   -- class representative David Melman,
   -- class representative H.M. Kimball,
   -- Sam Masur, lawyer for L&M Holdings,
   -- James Kevin Kimball, lawyer for Kimball Properties, LLC,
   -- class member Sidney Dreyfuss,
   -- alleged expert landman Robert Broadhurst, and
   -- Michael R. Mangham, lawyer of the Settling Plaintiffs.

Barry J. Dichter, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, asserts that the testimony of Messrs. Melman, Masur,
Dreyfus, Broadhurst and Mangham establishes that they were not
fully informed of the terms of the Settlement with the Debtors at
the time they submitted their affidavits and in many instances,
establishes that the terms of the Settlement are not fair to the
class.

The testimony of Mr. Broadhurst establishes that he has no
expertise regarding the abstracts required by the Settlement and
has no estimation of the cost of providing that abstract, Mr.
Dichter says.  In addition, the testimony of Mr. Mangham
establishes that the Settlement requires class members who seek
fully qualifying benefits to obtain an abstract, with an abstract
index.  Mr. Mangham' testimony concedes that a lay person could
not compile that document.

Mr. Dichter points out that the Louisiana Appellate Courts have
already rejected that same Settlement.  Moreover, a Federal
District Court rejected a proposed national settlement that
contained similar terms as those in the Settlement.  The Federal
District Court would not grant preliminary approval until the
same objectionable terms were changed.

If the Bankruptcy Court approves the Settlement, the Debtors will
receive rights in the class members' property that it can then
transfer or assign to Sprint Communications Company.  Much of the
fiber optic cables owned by the Debtors run along the same
railroad lines as those of Sprint.  Thus, after the Court's
approval, the Debtors can recoup any pay-outs they might make by
transferring or assigning to Sprint the rights they obtain in the
Right-of-Way Settlement.

If this were to happen, the class members who get paid at all by
the Debtors will get paid at a post-bankruptcy rate, Mr. Dichter
notes.

"Rejecting [the] Settlement will fulfill [the] Court's duty to
act as a fiduciary guardian for the absent class members and will
ultimately lead to a settlement that is fair to all members of
the class," Mr. Dichter contends.

Don Alexander and 45 other class members support the McCormick
Objectors' arguments and assert that the Settlement is unfair,
unreasonable and inappropriate.

                Debtors' Post Fairness Hearing Brief

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in New
York, asserts that the preliminarily approved Settlement should
be approved as fair, reasonable, adequate and not the product of
collusion.  If the Court will not approve the settlement,
complex, expensive and lengthy litigation would ensue.

Mr. Perez points out that the reaction of the class to Settlement
unequivocally supports approval.  Notices regarding the
Settlement Agreement and Implementation Agreement were sent to
more than 7,000 landowners along rights of way containing MCI
fiber optic cables.  Only four of those landowners opted out of
the class, and only 66 landowners signed on to the Alexander and
McCormick objections, Mr. Perez notes.

Both the plaintiffs and the defendants in the Louisiana state
court proceedings undertook extensive discovery over many years
related to the legal and factual issues and class certification.  
Both sides developed a thorough understanding of the case and
have sufficient information to determine the fairness and
adequacy of the settlement.  Thus, the Settlement Agreement and
Implementation Agreement emerged as a result of that extensive
investigation and the accompanying mediations, Mr. Perez
maintains.

Because the possibility of establishing liability is very low, it
follows that the chance of a landowner establishing damages is
also extremely low, Mr. Perez says.  In addition, at least three
factors make it even more difficult for landowners to establish
damages:

   1. The value of the landowners' property is not diminished by
      the presence of the Debtors' fiber optic cable;

   2. Landowners are not harmed in the slightest by the presence
      of underground cables carrying imperceptible light signals
      within the rights of way; and

   3. Because the Debtors' bankruptcy has resulted in the
      discharge of right of way claims outside of the Court, any
      minimal damages that a landowner could prove would, at
      best, result in an allowed claim to be paid as a
      prepetition unsecured claim in accordance with the terms of
      the Debtors' Plan of Reorganization.

Mr. Perez alleges that it is extremely unlikely that the
Claimants would be able to establish or maintain a litigation
class through trial.  Each class member purports to own a
different piece of property, each with its own title history.  
Because each claimant's case hinges on the particulars of the
claimant's property, a class action is a most inferior and
inefficient means for adjudicating the controversy.

Moreover, the Settlement Agreement is procedurally fair.  Mr.
Perez maintains that the Objectors do not question the competence
of class counsel or to the nature of the negotiations.

Mr. Perez assures the Court that the claims process is not unduly
expensive or burdensome.  Any costs associated with collecting
documents establishing property ownership are certainly no
greater than the costs that landowners would incur litigating
their claims.

To the contrary, the Objectors' estimate of the costs of
obtaining the title documents is grossly inflated, Mr. Perez
says.  Many landowners will already have the necessary title
documents or abstract on hand.  Most of them have abstracts or
copies of the deeds.

Mr. Perez states that contrary to the Objectors' contention,
there is nothing unfair about the timing by which class members
must make decisions regarding the settlement.  Notice of the
settlement was sent to both MCI and Sprint landowners in 2002.  
The landowners had several years to gather and assess their title
documents and make their own informed decision as to whether they
have a strong claim for landowner benefits.  The landowners also
had at least two months after receiving the notice of the
Implementation Agreement to consider whether to object to the
Implementation Agreement.

Accordingly, the Debtors ask the Court to approve the Settlement
Class and the Right-of-Way Settlement.

                    McCormick Objectors Talk Back

Barry J. Dichter, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, contends that the Debtors' argument that the entire
class, minus 53 individuals who filed individual proof of claims,
would receive nothing unless the Proposed Settlement was
approved, is not true.

Each absent class members' claim has already been protected from
that uncertainty due to the class wide proof of claim filed on
behalf of all class members on January 23, 2003.

According to Mr. Dichter, there is nothing complicated about the
fact that class proofs of claim are generally permissible and
have specifically been held permissible in the Judicial District.  
The class proof accomplishes two primary goals:

   -- It achieves the bankruptcy law mandate of facilitating
      creditor compensation and an equitable distribution of
      assets; and

   -- It fulfills the object of Rule 23 of the Federal Rules of
      Civil Procedures by initiating relief to a class of
      similarly situated claimants.

Class wide claims vastly facilitate the efficiency of the claims
process, Mr. Dichter adds.

Thus, the McCormick Objectors ask the Court to reject the
proposed Right-of-Way Settlement.

                    Louisiana Claimants Respond
                        to Objectors' Brief

Victor L. Marcello, Esq., at Talbot, Carmouche & Marcello, in
Gonzales, Los Angeles, contends that the Objectors confine their
argument to a rehashing of their complaints and a
mischaracterization of deposition testimony provided after the
fairness hearing.

The Objectors concentrate their efforts on attacking the adequacy
of the settlement class representatives, Mr. Marcello adds.  
"Those attacks are unavailing because the issue of adequacy of
class representation is relevant only to certification, and not
fairness.  Thus, any objection as to the competency or adequacy
of the class representatives to perform their appointed tasks has
been waived by the Objectors' failure to object to the issue of
certification of the settlement class."

Mr. Marcello asserts that the Objectors' reliance on the Illinois
settlement is also unavailing.  "The attempt to accomplish a
national class settlement in Illinois specifically excluded
Louisiana so as to avoid having to deal with the very
peculiarities of Louisiana law that dictated the form and
substance of the present settlement."

Mr. Marcello points out that no Louisiana court has rejected the
substantive terms of the Settlement.  The servitude agreement
specifically states that:

   "Grantee may not divide, subdivide, apportion, lease, assign,
   transfer, mortgage, or encumber its rights under this
   Agreement so as to extend those rights to any
   Telecommunications Facilities existing as of the date of this
   Agreement and belonging to any person or entity other than
   Grantee."

Thus, the Debtors will not be able to integrate their system with
Sprint's in order to allow Sprint to circumvent its obligations
under its agreements with the Louisiana class.

The Louisiana Claimants believe that the settlement is fair and
reasonable and thus, ask the Court to approve it.

                         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. 119; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


XYBERNAUT: Replaces IP Innovations with SSG Capital as Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
gave Xybernaut Corporation and Xybernaut Solutions, Inc.,
permission to terminate the employment of IP Innovations Financial
Services, Inc., as their investment banker and financial
consultant.  The Court also allowed the Debtors to hire SSG
Capital Advisors, L.P., and Technology Option Capital, LLC as
replacement for IP Innovations.

                 IP Innovations Termination

The Debtors told the Court that IP Innovations expressed its
intention to withdraw its services from their bankruptcy
proceeding although IP Innovations did not actually cause the
engagement letter to be terminated.  The Debtors then terminated
IP Innovations' services and looked for potential replacements.

                    SSG Capital Retention

SSG Capital will:

    a. work with the Debtors and their advisors to prepare an
       Offering Memorandum describing the Debtors, their operating
       assets, their intellectual property, their historical
       performance and prospects, including existing contracts,
       marketing and sales, labor force and management and
       anticipated financial results;

    b. assist the Debtors in developing a list of suitable
       potential buyers who will be contacted on a discreet and
       confidential basis by SSG Capital after approval by the
       Debtors;

    c. coordinate the execution of confidentiality agreements for
       potential buyers wishing to review the Offering Memorandum;

    d. assist the Debtors in coordinating site visits for
       interested buyers and work with the management team to
       develop appropriate presentations for such visits;

    e. solicit and analyze competitive offers from potential
       buyers as authorized by the Debtors in each instance;

    f. advise and assist the Debtors in structuring the
       transactions and negotiating the transaction agreements;
       and

    g. otherwise assist the Debtors, their attorneys and
       accountants, as necessary, through closing of all
       transactions on a best efforts basis.

J. Scott Victor, Managing Director of SSG Capital, told the Court
that for this engagement, the Firm will be paid:

    a. an initial fee equal to $25,000, due upon approval of the
       Engagement Agreement and the retention and employment of
       SSG.  100% of the Initial Fee received by SSG will be
       credited against the Sale Fee;

    b. if Xybernaut closes on the sale of all or a significant
       portion of its assets or securities, or any other
       extraordinary corporate transaction, whether by way of
       recapitalization, merger, reverse merger, consolidation,
       negotiated purchase or otherwise, or any combination of the
       aforementioned during the Engagement Term to any party, SSG
       shall be entitled to receive a sale fee, subject to
       Bankruptcy Court approval upon appropriate application,
       equal to 5% of the Total Consideration up to $10 million
       and 10% of the Total Consideration in excess of $10
       million; and

    c. to the extent Xybernaut closes a sale transaction with
       Innofone.com, Inc. then the Sale Fee due to SSG shall be
       equal to 75% of the amount calculated as per the formula
       set forth in b.

SSG Capital Sale Fee will not be less than $250,000.  In addition
Xybernaut will reimburse SSG for all reasonable out-of-pocket
expenses incurred by SSG in connection with its duties under the
Engagement Agreement for the duration of this representation,
subject to Bankruptcy Court approval.

Mr. Victor assured the Court that the Firm is disinterested as
that term is defined in Section 101(14) of the Bankruptcy Code.

A full-text copy of the Debtors' engagement letter with SSG
Capital is available for a fee at:

   http://www.researcharchives.com/bin/download?id=060315024620  

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on
July 25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).
John H. Maddock III, Esq., at McGuireWoods LLP, represents the
Debtors in their chapter 11 proceedings.  Paul M. Sweeney, Esq.,
at Linowes & Blocher LLP, represents the Official Committee
of Unsecured Creditors.  Craig Benson Young, Esq., at Connolly
Bove Lodge & Hutz, represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $40 million in total assets and
$3.2 million in total debts.


XYBERNAUT CORP: Wants Until Sept. 1 to File Chapter 11 Plan
-----------------------------------------------------------
Xybernaut Corporation and its affiliate, Xybernaut Solutions,
Inc., asks the U.S. Bankruptcy Court for the Eastern District of
Virginia to extend, until Sept. 1, 2006, their exclusive period to
file a chapter 11 reorganization plan.   The Debtors also want
their exclusive right to solicit acceptances of that plan extended
until Oct. 31, 2006.

The Debtors, together with their investment bankers, Technology
Option Capital, LLC, and SSG Capital Advisors, L.P., continue in
their efforts to market the remaining Intellectual Property assets
after the Debtors withdrew their motion to approve the sale of
their wireless IP assets on May 23, 2006.  They received one bid
for the assets but it did not meet the minimum requirements for a
qualifying bid.

The extension, according to the Debtors, will give them more time
to monetize the IP assets.  The Debtors intend to use the
collection of funds generated from the liquidation of IP assets to
finance a plan of reorganization.  

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on
July 25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).
John H. Maddock III, Esq., at McGuireWoods LLP, represents the
Debtors in their chapter 11 proceedings.  Paul M. Sweeney, Esq.,
at Linowes & Blocher LLP, represents the Official Committee
of Unsecured Creditors.  Craig Benson Young, Esq., at Connolly
Bove Lodge & Hutz, represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $40 million in total assets and
$3.2 million in total debts.


* F. Grundman and C. Thel Joins Cohen & Grigsby as Associates
-------------------------------------------------------------
Feige M. Grundman and Christopher G. Thel have recently joined
Cohen & Grigsby, P.C.

Feige M. Grundman joins the firm as an associate in the
Immigration Group.  She concentrates her practice in the area of
employment-based immigration, including temporary and permanent
visas, family-based immigration and naturalization.  Ms. Grundman
earned her J.D. (Dean's Scholarship; Semester Honors, 3 semesters)
from the University of Pittsburgh School of Law in 2005 and her
B.S. (Department of Psychology Honors, Honors Thesis, Research
Grant, Senior Leadership Award) from Carnegie Mellon University in
2000. She is admitted to the bars of Pennsylvania and New Jersey
and to the U.S. District Court, Western District of Pennsylvania.  
Ms. Grundman is proficient in Japanese and German.  She resides in
Pittsburgh, Pennsylvania.

Christopher G. Thel joins the firm as an associate in the Business
Group. He focuses his practice on a wide range of corporate
transactions, including mergers, acquisitions and divestitures,
and general corporate matters.  Mr. Thel earned his J.D. from the
Boston University School of Law in 2002 and his B.S. in Sociology
(cum laude) from Duquesne University in 1999.  He is admitted to
practice in Pennsylvania.  Prior to joining Cohen & Grigsby, Mr.
Thel was an associate with the Pittsburgh-based law firm of
Kirkpatrick & Lockhart Nicholson Graham LLP.  He resides in
Whitehall, Pennsylvania.

Cohen & Grigsby offers legal services to private and publicly held
businesses, nonprofits, multinational corporations, individuals
and emerging companies.  It has experience in bankruptcy,
business, tax, employee benefits, estates, trusts, intellectual
property, international business, litigation, labor and
employment, and real estate.  The firm is headquartered in
Pittsburgh, Pennsylvania and has offices in Bonita Springs,
Florida and Naples, Florida.  For more information, please visit
http://www.cohenlaw.com/


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Abraxas Petro           ABP         (22)         125       (6)
AFC Enterprises         AFCE        (44)         176       31
Adventrx Pharma         ANX         (26)          23      (27)
Alaska Comm Sys         ALSK        (29)         550       12
Alliance Imaging        AIQ         (29)         683       19
AMR Corp.               AMR      (1,272)      29,918   (1,924)
Atherogenics Inc.       AGIX       (114)         227      182
Bally Total Fitn        BFT      (1,463)         486     (442)
Biomarin Pharmac        BMRN         46          488     (322)
Blount International    BLT        (134)         462      129
CableVision System      CVC      (2,468)      12,832    2,643
CCC Information         CCCG        (95)         112       34
Centennial Comm         CYCL     (1,069)       1,409       32
Cenveo Inc              CVO         (56)       1,045      157
Choice Hotels           CHH        (148)         274      (68)
Cincinnati Bell         CBB        (727)       1,888       33
Clorox Co.              CLX        (427)       3,622     (258)
Columbia Laborat        CBRX         11           43       24
Compass Minerals        CMP         (59)         702      171
Crown Holdings I        CCK          46        6,885      171
Crown Media HL          CRWN       (165)       1,229       93
Deluxe Corp             DLX         (71)       1,394     (264)
Denny's Corporation     DENN       (261)         505      (75)
Domino's Pizza          DPZ        (632)         387      (10)
Echostar Comm           DISH       (690)       8,935    1,438
Emeritus Corp.          ESC        (105)         725      (19)
Emisphere Tech          EMIS        (26)          13      (11)
Empire Resorts I        NYNY        (28)          57       (5)
Encysive Pharm          ENCY        (38)         119       82
Foster Wheeler          FWLT       (239)       2,032      (52)
Gencorp Inc.            GY          (84)       1,002       (3)
Graftech International  GTI        (175)         919      286
H&E Equipment           HEES        204          667       13
Hollinger Int'l         HLR        (198)       1,038     (271)
I2 Technologies         ITWO        (65)         195      (20)
ICOS Corp               ICOS        (51)         248      121
IMAX Corp               IMAX        (25)         238       33
Incyte Corp.            INCY        (38)         399      189
Indevus Pharma          IDEV       (134)          86       50
Investools Inc.         IEDU        (33)          87      (54)
Koppers Holdings        KOP        (100)         556      150
Kulicke & Soffa         KLIC         46          399      204
Labopharm Inc.          DDS          (8)          46        9
Level 3 Comm. Inc.      LVLT       (546)       8,284      713
Ligand Pharm            LGND       (212)         289     (144)
Linn Energy LLC         LINE        (45)         280      (51)
Lodgenet Entertainment  LNET        (70)         261        7
Maxxam Inc.             MXM        (661)       1,048      101
Maytag Corp.            MYG        (187)       2,954      150
McDermott Int'l         MDR         (50)       3,160      277
McMoran Exploration     MMR         (38)         411       (1)
Movie Gallery           MOVI       (171)       1,248     (843)
NPS Pharm Inc.          NPSP       (129)         287      212
New River Pharma        NRPH          3           96       82
Omnova Solutions        OMN         (15)         360       65
ON Semiconductor        ONNN       (224)       1,211      251
Qwest Communication     Q        (3,060)      21,126     (923)
Revlon Inc.             REV      (1,042)       1,085       37
Riviera Holdings        RIV         (30)         219        7
Rural/Metro Corp.       RURL        (93)         302       50
Rural Cellular          RCCC       (500)       1,427      144
Sepracor Inc.           SEPR       (128)       1,284      906
St. John Knits Inc.     SJKI        (52)         213       80
Sun Healthcare          SUNH         (1)         531      (46)
Tivo Inc.               TIVO        (33)         143       19
USG Corp.               USG        (496)       6,522    1,956
Unigene Labs Inc.       UGNE         (7)          21       (2)
Vertrue Inc.            VTRU        (24)         466      (78)
Weight Watchers         WTW         (42)         856      (69)
Worldspace Inc.         WRSP     (1,516)         682      197
WR Grace & Co.          GRA        (548)       3,506      881

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero Jainga, Joel Anthony G.
Lopez, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Cherry A.
Soriano-Baaclo, Christian Q. Salta, Jason A. Nieva, Lucilo M.
Pinili, Jr., Tara Marie A. Martin and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***