TCR_Public/060616.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, June 16, 2006, Vol. 10, No. 142

                             Headlines

ABLE LABORATORIES: Admin. Expense Proofs of Claim Due by July 6
ABLE LABORATORIES: Plan Confirmation Hearing Set for July 13
ADELPHIA: America Channel Fights Injunction v. Timer Warner Suit
ADELPHIA COMMS: Court Approves Century/ML Settlement Agreement
AIRWAY INDUSTRIES: Taps Malin Bergquist & Horwath as Accountants

AMES DEPARTMENT: GE Capital Wants LFD's Complaints Dismissed
AMES DEPARTMENT: Judge Gonzalez Grants GE Capital Summary Judgment
AMES DEP'T: Wal-Mart Wants Colonial & Broad's Protest Overruled
APPLETON PAPERS: Offers to Pay More to Get Noteholders Consent
ASARCO LLC: Has Until October 6 to File Plan of Reorganization

ASARCO LLC: Judge Schmidt Approves Bridgeview Management Agreement
ASARCO LLC: Judge Schmidt Says Right of First Refusal is Executory
ATA AIRLINES: Reports May 2006 Service Traffic
BANCO MERCANTIL: Inquiries on NY Agency Liquidation Due June 29
BAYTEX ENERGY: Debt Reduction Prompts S&P's Stable Outlook

BLUEGRASS CONTAINER: Moody's Rates $1.1 Bil. Term Loans at Low-B
BLUEGRASS CONTAINER: S&P Rates Proposed $405 Million Loan at B-
BRISTOW GROUP: S&P Affirms BB Rating With Negative Outlook
CATHOLIC CHURCH: Portland Files Third Modified Chapter 11 Plan
CATHOLIC CHURCH: Portland Tort Panel to File Second Amended Plan

CHASE MANAGEMENT: Case Summary & Largest Unsecured Creditor
CHIQUITA BRANDS: High Debt Leverage Cues S&P to Affirm B+ Rating
CHUM LTD: DBRS Confirms Issuer Rating at BB (High)
CLEAN EARTH: Wants Courts Nod on Committee and Lender Settlement
COLORADO EDUCATIONAL: Moody's Holds Ba1 Rating on Revenue Bonds

CONSTITUTION MOLD: Case Summary & 20 Largest Unsecured Creditors
COVANTA ENERGY: Moody's Rates New $140 Million Term Loan at B1
DANA CORP: Asks Court to Direct Sypris to Continue Parts Supply
DANA CORPORATION: Demands James Tool's Continued Parts Supply
DANA CORP: Panel Gets Court Okay on Information-Sharing Protocol

DELPHI CORP: Equity Panel Balks at Planned GM Contracts Rejection
DELPHI CORP: Shareholders Block Executives' Move to Dismiss Suit
DELPHI CORP: Toledo Trustee Wants Stay Lifted to Pursue Lawsuit
DELTA AIR: Court Establishes August 21 as Claims Bar Date
DELTA AIR: Closes Florida and Alabama Reservation Call Centers

DOMINICK GALLUZZO: Case Summary & 19 Largest Unsecured Creditors
DURATEK INC: Merger Completion Cues Moody's to Withdraw Ratings
EAGLE FINANCE: Case Summary & 18 Largest Unsecured Creditors
EAGLE POINTE: Case Summary & 19 Largest Unsecured Creditors
EATON FERRY: GE Seeks Information on Whereabouts of Collateral

EATON FERRY: Judge Stocks Converts Case to Chapter 7 Liquidation
EATON FERRY: Section 341 Meeting Slated for July 14
EGENE INC: Reports 2006 First Quarter Financial Results
EXIDE TECHNOLOGIES: Wants Delaware Local Rule 3007-1(f)(i) Waived
FULTON STREET: Fitch Affirms $6.1 Million Class C Notes' B Ratings

GEO GROUP: To Use $100 Million Offering Proceeds to Pay Term Loan
GIANT INDUSTRIES: Incurs $12.3 Million Net Loss in First Quarter
HEARTLAND PARTNERS: Amex To Delist Securities Effective June 23
HEMOSOL CORP: Canadian Ct. OKs Plan Sponsorship Pact with Buyer
HEMOSOL CORP: Proofs of Claim Due by June 29

HONEY CREEK: MuniMae Files Competing Reorganization Plan in Texas
INDIAN CREEK: Case Summary & 3 Largest Unsecured Creditors
INSURANCE AUTO: S&P Rates New $115 Million Term Loan at B
INTELSAT LTD: PanAmSat Gets Requisite Consents for 10-3/8% Notes
J.L. FRENCH: Court Extends Lease Decision Period to Sept. 8

LB-UBS COMMERCIAL: S&P Assigns Low-B Ratings to 12 Cert. Classes
LEGACY COMMS: March 31 Working Capital Deficit Tops $6 Million
LPATH INC: Accumulated Deficit Tops $8.8 Million at March 31
MERIDIAN AUTOMOTIVE: Court To Hear Disclosure Statement on June 27
MERIDIAN AUTOMOTIVE: Informal Committee Says Plan Unconfirmable

MERIDIAN AUTOMOTIVE: Wants Aug. 22 Fixed as Confirmation Hearing
MIRANT CORP: Court Approves Amended Md. & Va. Consent Decree
MIRANT CORP: New York Units Ask Court to OK Haverstraw Settlement
MIRANT CORP: Pirate Capital Wants Advisor Hired to Pursue Sale
MONTAUK POINT: Moody's Rates $5 Mil. Class C Secured Notes at Ba2

NADER MODANLO: Dist. Court Affirms Ch. 11 Trustee Appointment
NORTHWEST AIRLINES: AMFA To Provide Financial Support for Strike
NVE INC: Court Extends Exclusive Plan Filing Period to August 15
NVE INC: Gets Court Approval to Hire Atkins Appraisal as Appraiser
NVF CO: Panel Has Until Aug. 31 to Question Lien on DIP Loan

ORIENTAL TRADING: Carlyle Group Merger Cues S&P's Negative Watch
OWENS CORNING: Longacre Agrees to Cut Unsecured Claim to $696,215
OWENS CORNING: Asks Court to Approve Rights Offering Procedures
OWENS CORNING: Can Hire American Appraisal as Valuation Consultant
OWENS-ILLINOIS: S&P Puts BB- Rating on Proposed $250 Million Loan

PARMALAT USA: Court Okays Pact Allowing Liberty's $347,625 Claim
PLIANT CORP: Former CEO & Chairman Durham Objects to Ch. 11 Plan
PORCH & PATIO: Anticipates Ct. Approval of Continued Sale Funding
PROVIDENTIAL HOLDINGS: Forms Unit for Western Medical Purchase
PWB MILLWORKS: Voluntary Chapter 11 Case Summary

RADIOLOGIX INC: Moody's Pares Rating on $160 Mil. Sr. Notes to B3
REFCO INC: Chapter 11 Trustee Wants Rule 2004 Request Denied
REFCO INC: Official Creditors Committee Inks Settlement with BAWAG
SAFETY-KLEEN: S&P Rates $395 Mil. Senior Secured Facility at BB-
SILICON GRAPHICS: Court Amends Foreign Vendor Claims Payment Order

SILICON GRAPHICS: Walks Away from Three Unexpired Leases
SLP ACQUISITION: Case Summary & 11 Largest Unsecured Creditors
STEEL WHEELS: Case Summary & 11 Largest Unsecured Creditors
TENSAR CORP: S&P Affirms B- Corp. Credit & Sr. Bank Loan Ratings
TEXAS PETRO: Moody's Holds Ba3 Rating on $280 Mil. Sr. Sec. Loan

TIMOTHY MOORE: Case Summary & 3 Largest Unsecured Creditors
TRANSDIGM INC: Fitch Rates Senior Secured Credit Facility at BB-
TRUMP ENT: Court Okays Final Distribution of World's Fair Proceeds
UNITED SITE: S&P Puts Junk Rating on New $265 Million Facility
UNITY WIRELESS: Posts $2.6 Million Net Loss in Qtr. Ended March 31

US AIRWAYS: Eberwein Acquires 19,799 Shares Of US Air Common Stock
USA COMMERCIAL: Inks $58.4 Million Security Agreement with USAIP
USG CORP: U.S. Trustee Wants Clarifications on Plan Provisions
USG CORP: Wells Fargo Complains Bond Calculations are Incorrect
VALLEY CLUB: Case Summary & 14 Largest Unsecured Creditors

VANTAGEMED CORP: Equity Deficit Widens to $3.7 Million at March 31
VISTEON CORP: Obtains New $800 Mil. Seven-Year Secured Term Loan
W.R. GRACE: Court Orders Whitehouse's Medical Records Produced
W.R. GRACE: Dist. Court Dismisses Part of Libby Criminal Case
W.R. GRACE: Dist. Court Upholds Indefinite Stay on Libby Lawsuit

WESTERN MEDICAL: Case Summary & 19 Largest Unsecured Creditors
WINN-DIXIE: Wants Bowdoin Square Claims Compromise Approved
WINN-DIXIE: Wants Compromise Pact With Schreiber Foods Approved
WINN-DIXIE: Wants to Reject Two Deerwood Property Leases
WINN-DIXIE: IRS Wants Access to Substantive Consolidation Papers

WORLDCOM INC: Court Okays Stipulation Expunging B. Ebbers' Claims
YOUNG CHANG: Court Grants Chapter 15 Petition
ZALE CORP: Board Ends Talks with Signet Group on Potential Merger

* Law Firms Buchanan Ingersoll & Klett Rooney To Merge on July 1

* BOOK REVIEW: A Hundred Years of Medicine

                             *********

ABLE LABORATORIES: Admin. Expense Proofs of Claim Due by July 6
---------------------------------------------------------------
The United States Bankruptcy Court for the District of New Jersey
in Trenton set 5:00 p.m., on July 6, 2006, as the deadline for
filing requests for the allowance and payment of administrative
expense claims arising after July 18, 2005, in connection with
Able Laboratories, Inc.'s bankruptcy case.

Payment applications may be filed electronically at
https://ecf.njb.uscourts.gov/ or with:

       The Office of the Clerk of the Court
       U.S. Bankruptcy Court
       District of New Jersey, Trenton Division
       Re: Able Laboratories, Inc.
       402 E. State Street
       Trenton, New Jersey 08608

                      About Able Laboratories

Headquartered in Cranbury, New Jersey, Able Laboratories, Inc. --
http://www.ablelabs.com/-- develops and manufactures generic  
pharmaceutical products in tablet, capsule, liquid and suppository
dosage forms.  The Company filed for chapter 11 protection on July
18, 2005 (Bankr. D. N.J. Case No. 05-33129) after it halted
manufacturing operations and recalled all of its products not
meeting FDA regulatory standards.  Deborah Piazza, Esq., and Mark
C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP represent
the Debtor in its restructuring efforts.  David H. Stein, Esq.,
Michael F. Hahn, Esq., and Walter J. Greenhalgh, Esq., Duane
Morris LLP, represent the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it listed $59.5 million in total assets and $9.5
million in total debts.


ABLE LABORATORIES: Plan Confirmation Hearing Set for July 13
------------------------------------------------------------
The Honorable Raymond T. Lyons of the U.S. Bankruptcy Court for
the District of New Jersey approved the First Amended Disclosure
Statement explaining Able Laboratories, Inc.'s Second Amended
Chapter 11 Plan.

Judge Lyons determined that the Disclosure Statement contains
adequate information -- the right amount of the right kind -- for
creditors to make informed decisions when the Debtor asks them to
vote to accept the Plan.

A hearing to consider confirmation of the Debtor's plan is
scheduled at 2:00 p.m., on July 13, 2006, at Courtroom #8,
402 East State Street in Trenton, New Jersey.  

Ballots indicating acceptances or rejections of the Plan must be
submitted by 5:00 p.m., on July 6, 2006, to the Debtor's co-
counsel, Lowenstein Sandler PC, at:

            Lowenstein Sandler PC
            Attn: Timothy R. Wheeler, Esq.
            65 Livingston Avenue
            Roseland, New Jersey 07068

Any objection to confirmation of the Plan must be submitted by
July 6, 2006 either:

    * electronically at https://ecf.njb.uscourts.gov/ or

    * by mail or courier to the Clerk of the Bankruptcy Court at:

            U.S. Bankruptcy Court
            District of New Jersey, Trenton Division
            Re: Able Laboratories, Inc.
            402 E. State Street, Trenton, New Jersey 08608

                          Plan Overview

As reported in the Troubled Company Reporter on May 16, 2006, the
Debtor will fund payments due under its Plan through cash
generated from the $23.1 million sale of substantially all of its
assets to Sun Pharmaceutical Industries, Inc.  The Plan will also
be funded from the collection of outstanding account receivables,
other miscellaneous assets not sold, and from proceeds from causes
of actions.

The Plan provides for the continuation of the Debtor's business
for completion of Food and Drug Administration compliance,
assisting other government agencies with inquiries regarding the
Debtor, the wind up of affairs and conversion of all of the
Debtor's remaining assets to cash and the distribution of the net
proceeds to creditors in accordance with the priorities
established by the Bankruptcy Code.

                Treatment of Claims and Interests

In excess of 280 proofs of claim were filed in the Debtor's
chapter 11 cases totaling approximately $699 million. The Debtor
estimates that it will object to approximately 195 claims, in
whole or in part, for an aggregate objection amount of
approximately $665 million.  The estimation of recoveries makes
these assumptions:

   -- the estimated aggregate amount of allowed secured claims
      against the Debtor is less than $ 7 million; and

   -- the estimated aggregate amount of asserted unsecured claims
      against the Debtor is approximately $699 million.  The
      actual amount of allowed general unsecured claims, as well
      as the estimated recovery of creditors holding allowed
      general unsecured claims will largely depend upon the
      outcome of certain disputed claims, including a disputed
      class action claim in the asserted amount of $280 million as
      well as the outcome of litigation with certain former
      employees of the Debtor.  The Debtor says it cannot predict
      whether all or a portion of the disputed claims will be
      allowed.  In the event all Disputed Claims are allowed, the
      percentage distribution to holders of Allowed General
      Unsecured Claims will be substantially diminished.

AmerisourceBergen Corp., a secured creditor, will receive, at the
Debtor's option, either:

   (a) full cash payment;

   (b) net proceeds of the sale of collateral up to the amount of
       the allowed claim;

   (c) the collateral securing the allowed claim;

   (4) another treatment that leaves unaltered the legal,
       equitable and contractual rights of AmerisourceBergen; or

   (5) other treatment as the Bankruptcy Court will approve in
       connection with confirmation of the Debtor's Plan through a
       "cram down" under Section 1129(b) of the Bankruptcy Code.

Holders of general unsecured claims is estimated to recover 27% of
their claims.   Holders of claims amounting to $500 or less or
those who elect to reduce their claims to $500 will be paid in
full.

Holders of subordinated claims and shareholders will get nothing
under the Plan.

                      About Able Laboratories

Headquartered in Cranbury, New Jersey, Able Laboratories, Inc. --
http://www.ablelabs.com/-- develops and manufactures generic  
pharmaceutical products in tablet, capsule, liquid and suppository
dosage forms.  The Company filed for chapter 11 protection on July
18, 2005 (Bankr. D. N.J. Case No. 05-33129) after it halted
manufacturing operations and recalled all of its products not
meeting FDA regulatory standards.  Deborah Piazza, Esq., and Mark
C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP represent
the Debtor in its restructuring efforts.  David H. Stein, Esq.,
Michael F. Hahn, Esq., and Walter J. Greenhalgh, Esq., Duane
Morris LLP, represent the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it listed $59.5 million in total assets and $9.5
million in total debts.


ADELPHIA: America Channel Fights Injunction v. Timer Warner Suit
----------------------------------------------------------------
The America Channel, LLC, filed a complaint against Time Warner
Cable, Inc., Time Warner NY Cable, LLC, Time Warner, Inc., and
Comcast Corporation in the United States District Court for the
District of Minnesota alleging antitrust violations.

America Channel is a television programming network formed in
January 2003.  According to America Channel, since at least that
time, Time Warner and Comcast have unlawfully monopolized,
attempted to monopolize, and conspired to monopolize and
unreasonably restrain trade in cable system markets in the United
States and various regions by anti-competitive practices --
including acquisitions of actual and potential competitors, and
swaps and horizontal divisions of markets and customers.

Daniel R. Shulman, Esq., at Gray, Plant, Mooty, Mooty & Bennett,
P.A., alleges that in April 2005, Time Warner and Comcast engaged
in bid-rigging and price-fixing by agreeing jointly to bid for
and acquire substantially all of the assets of Adelphia
Communications Corporation, and then to divide the acquired
assets, including cable systems in Minneapolis and St. Paul,
among themselves.

Mr. Shulman asserts that completion of the Adelphia acquisition
and the planned division of assets will constitute further
violations of Sections 1 and 2 of the Sherman Act and Section 7
of the Clayton Act; strengthen and enhance the unlawful
monopolies already held by Time Warner and Comcast; and
facilitate and better enable defendants to continue and
perpetuate their antitrust violations in the cable network
market, including specifically the exclusion of America Channel.

America Channel seeks to obtain damages for the injuries it has
sustained to date and will sustain up to the time of trial.

America Channel asks the Minnesota District Court to:

    -- find that Time Warner and Comcast have violated the law;

    -- enter a preliminary injunction and then a permanent
       injunction restraining and prohibiting Time Warner and
       Comcast from completing the Adelphia acquisition and
       associated division of markets and customers;

    -- award it actual damages sustained as a result of Time
       Warner and Comcast's violations of law;

    -- treble those damages;

    -- preliminarily and then permanently enjoin Time Warner and
       Comcast from continuing to engage in those violations of
       law; and

    -- allow it to recover its expenses and cost of suit,
       including reasonable attorney's fees.

                   Time Warner Denies Allegations

Time Warner spokeswoman Susan Duffy told Bloomberg News that the
allegations in America Channel's complaint "are entirely
frivolous".  She says Time Warner is confident that the complaint
will not impede closing of the Adelphia transaction.

According to Bloomberg, Comcast spokesman Tim Fitzpatrick and
Adelphia spokesman Paul Jacobson declined to comment.

Early this year, the Federal Trade Commission closed its
antitrust investigation into the proposed sale of Adelphia's
assets to Time Warner and Comcast.

Time Warner is now urging the Federal Communications Commission
to approve the Adelphia Transaction, which has been under review
for more than a year.

Bloomberg reports that Time Warner Cable expects the deal to be
approved by July 31, according to spokesman Mark Harrad.

            ACOM's Complaint vs. America Channel, et al.

The ACOM Debtors ask the Bankruptcy Court for a declaration that:

    -- The America Channel, LLC; Gray, Plant, Mooty, Mooty &
       Bennett, P.A.; and Alioto Law Firm, have impermissibly
       interfered with the Bankruptcy Court's jurisdiction and
       mandate by filing an action against Time Warner Cable,
       Inc., Time Warner NY Cable, LLC, Time Warner, Inc., and
       Comcast Corporation in the United States District Court for
       the District of Minnesota, which seeks, as its primary
       relief, a preliminary and permanent injunction enjoining
       the consummation of the Debtors' sale of their assets to
       Time Warner and Comcast;

    -- given the nature of the relief sought in the TAC Action,
       America Channel, et al., should have commenced the TAC
       Action, if at all, in the Bankruptcy Court;

    -- the TAC Action violates the automatic stay embodied in
       Section 362(a)(3) of the Bankruptcy Code;

The ACOM Debtors also ask the Bankruptcy Court for an injunctive
relief, preliminarily and permanently enjoining America Channel,
et al., from interfering with the Bankruptcy Court's jurisdiction
over the ACOM Debtors' Chapter 11 cases and the Sale by
prosecuting the claims asserted in the TAC Action in any court
other than the Bankruptcy Court.

America Channel is a television programming network set to launch
in late 2006.

Alioto Law Firm and Gray, Plant, Mooty, Mooty & Bennett, P.A.,
represent America Channel in the TAC Action.

According to Brian E. O'Connor, Esq., at Willkie Farr & Gallagher
LLP, in New York, the TAC Action on its face value represents a
blatant attempt by America Channel, et al., to coerce, at the
considerable expense of the ACOM Debtors and their stakeholders,
Time Warner and Comcast into carrying America Channel's
programming on their cable systems.  Even though the ACOM Debtors
were not named as defendants in the TAC Action, the prosecution
of the TAC Action and issuance of the requested injunctive relief
will interfere with the Bankruptcy Court's administration of
their Chapter 11 cases and will irreparably injure the ACOM
Debtors and their stakeholders, Mr. O'Connor says.

Mr. O'Connor contends that America Channel's accusations in the
TAC Action have been summarily rejected by the Federal Trade
Commissions.

              Judge Gerber Blocks Attempt To Stop Sale

Judge Gerber preliminarily enjoins America Channel, et al., from:

    -- continuation of further proceedings in the TAC Action; and

    -- taking any other action, with the exception of any action
       taken in the Bankruptcy Court, to interfere with:

       * the Bankruptcy Court's jurisdiction over the Debtors'
         Chapter 11 cases; and

       * the sale of substantially all of the ACOM Debtors' assets
         to Time Warner and Comcast.

            America Channel, et al., Wants Order Vacated

America Channel asks the Minnesota District Court to vacate Judge
Gerber's order.  America Channel also asks the Minnesota District
Court to quash service of process on it in the New York
bankruptcy proceedings.

America Channel relates that until June 5, 2006, the only service
of anything related to the adversary proceeding made on America
Channel and its counsel was by e-mail.

America Channel have told the ACOM Debtors that it does not
intend to respond to the ACOM Debtors' papers or participate in
any proceedings in the New York Bankruptcy Court until proper
service is made.

America Channel and its attorneys also informed the ACOM Debtors
that they believe that the ACOM Debtors' counsel was attempting
to obstruct justice and that they would move to quash any order
served on them.

On June 2, 2006, the ACOM Debtors served Judge Gerber's order on
America Channel, through e-mail.

Mr. Shulman asserts that Judge Gerber's Order should be vacated
because:

    (1) None of the persons enjoined by the New York Bankruptcy
        Court is party to proceedings in that court.

    (2) The action filed in the Minnesota District Court is
        against defendants who are not parties to proceedings in
        the New York Bankruptcy Court.

    (3) America Channel has filed no action against Adelphia or
        any other debtor in the New York bankruptcy proceedings.

    (4) This is an original action to obtain relief for violations
        of United States antitrust laws by Time Warner and Comcast
        over which the Minnesota District Court has original
        jurisdiction.

    (5) The order of the New York bankruptcy court impermissibly
        interferes with the rights of The America Channel and its
        attorneys to prosecute the Antitrust Action and the
        jurisdiction of the Minnesota Court to hear and decide
        the matter.

    (6) The only service of papers on the parties enjoined by the
        New York bankruptcy court's order has been service by
        e-mail, which is insufficient.

    (7) There is no antitrust action pending in the United States
        bankruptcy court in New York.

               Debtors Want America Channel Penalized

The ACOM Debtors ask the Court to find that:

    -- America Channel, et al., violated the Temporary Restraining
       Order by filing their Motion to Quash in the Minnesota
       District Court; and

    -- the commencement of the TAC Action violated the automatic
       stay.

Mr. O'Connor asserts that the TRO clearly prohibits actions of
the type taken by America Channel, et al., including the Motion
to Quash.

Accordingly, Mr. O'Connor contends, America Channel, et al.,
should be found in civil contempt and should be sanctioned in an
amount not less than the ACOM Debtors' costs incurred in
preparing, filing and prosecuting their Contempt Motion.

                         About Adelphia

Based in Coudersport, Pa., Adelphia Communications Corporation
(OTC: ADELQ) -- http://www.adelphia.com/-- is the fifth-largest   
cable television company in the country.  Adelphia serves
customers in 30 states and Puerto Rico, and offers analog and
digital video services, high-speed Internet access and other
advanced services over its broadband networks.  The Company and
its more than 200 affiliates filed for Chapter 11 protection in
the Southern District of New York on June 25, 2002.  Those cases
are jointly administered under case number 02-41729.  Willkie Farr
& Gallagher represents the ACOM Debtors.  PricewaterhouseCoopers
serves as the Debtors' financial advisor.  Kasowitz, Benson,
Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP
represent the Official Committee of Unsecured Creditors.  
(Adelphia Bankruptcy News, Issue No. 135; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ADELPHIA COMMS: Court Approves Century/ML Settlement Agreement
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the Settlement Agreement and Mutual General Release
Adelphia Communications Corporation and its debtor-affiliates
entered into with Century/ML Cable Venture.

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

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

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

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

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

Pursuant to the Settlement Agreement, ML Media will receive:

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

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

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

The Debtors, on the other hand, will receive:

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

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

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

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

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

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

A copy of the Settlement Agreement is available for free at

               http://ResearchArchives.com/t/s?9b4

                         About Adelphia

Based in Coudersport, Pa., Adelphia Communications Corporation
(OTC: ADELQ) -- http://www.adelphia.com/-- is the fifth-largest   
cable television company in the country.  Adelphia serves
customers in 30 states and Puerto Rico, and offers analog and
digital video services, high-speed Internet access and other
advanced services over its broadband networks.  The Company and
its more than 200 affiliates filed for Chapter 11 protection in
the Southern District of New York on June 25, 2002.  Those cases
are jointly administered under case number 02-41729.  Willkie Farr
& Gallagher represents the ACOM Debtors.  PricewaterhouseCoopers
serves as the Debtors' financial advisor.  Kasowitz, Benson,
Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP
represent the Official Committee of Unsecured Creditors.  
(Adelphia Bankruptcy News, Issue No. 135; Bankruptcy Creditors'
Service, Inc., 215/945-7000)




AIRWAY INDUSTRIES: Taps Malin Bergquist & Horwath as Accountants
----------------------------------------------------------------
Airway Industries, Inc., asks the U.S. Bankruptcy Court for the
Western District of Pennsylvania for permission to employ Malin,
Bergquist & Company, LLP and Horwath Orenstein, LLP, as its
accountants.

Malin Bergquist and its network affiliate, Horwath Orenstein, will
provide tax services to the Debtor through preparation and review
of 19 tax returns for the tax reporting years 2005 and 2006.

The firms' billing rates range between $70 per hour for staff
accountants to $195 per hour for partners.

To the best of the Debtor's knowledge, Malin Bergquist and Horwath
Orenstein are "disinterested persons" as that term is defined in
Section 101(14) of the Bankruptcy Code.

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.


AMES DEPARTMENT: GE Capital Wants LFD's Complaints Dismissed
------------------------------------------------------------
In 2001, LFD Operating, Inc., commenced an adversary proceeding
against General Electric Capital Corporation in the New York
Supreme Court.  LFD alleged that Ames Department Stores and its
debtor-affiliates improperly placed funds that were property of
LFD into a lockbox that was swept daily pursuant to a prepetition
credit agreement between the Debtors and GE Capital.

GE Capital is a lender and agent for a syndicate of banks and
financial institutions, which entered into an $800,000,000
dollar credit agreement with Ames and various affiliated
entities.

Raymond Fitzgerald, Esq., at Butler, Fitzgerald, Fiveson &
McCarthy, in New York, relates that in its complaint, LFD
asserted that:

     (i) LFD had an agreement with Ames Department Stores pursuant
         to which LFD employees were permitted to sell in Ames'
         stores footwear owned by LFD;

    (ii) Ames turned over to GE Capital the proceeds Ames
         collected from the retail sale of LFD's merchandise by
         LFD's employees during the period from July 22, 2001,
         through Aug. 19, 2001; and

   (iii) GE Capital applied the funds in the reduction of the debt
         owed to it by Ames.

LFD asserted three claims for relief:

    (1) a cause of action for money "had and received";
    (2) a cause of action for "accounting"; and
    (3) a cause of action for "conversion".

The complaint was later moved to the Bankruptcy Court before
Judge Gonzalez.

                The Ames/LFD Adversary Proceeding

In March 2002, Judge Gonzalez issued a ruling on a separate
adversary proceeding -- the Ames/LFD Adversary Proceeding.

Under the Ames/LFD Adversary Proceeding, LFD had asserted that
the proceeds from the sale of its shoes in Ames stores were its
property.  Because the Debtors failed to pay the proceeds to LFD
before they filed for Chapter 11, LFD asserted that it was
entitled to a turnover of the proceeds.  LFD further asserted
that it was not simply an unsecured creditor of the Debtors with
a claim for breach of contract.

However, Judge Gonzalez dismissed all of LFD's claims against the
Debtors.

LFD took an appeal of Judge Gonzalez's Order to the U.S. District
Court for the Southern District of New York.

                 GE Capital Seeks Summary Judgment

In light of Judge Gonzalez's ruling on the Ames/LFD Adversary
Proceeding, GE Capital asked the Bankruptcy Court to issue a
summary judgment dismissing the three causes of action asserted
by LFD in the LFD/GE Adversary Proceeding, based on collateral
estoppel.

According to GE Capital, the dismissal of LFD's claims in the
Ames/LFD Adversary Proceeding precludes any basis for recovery
against GE Capital in the LFD/GE Adversary Proceeding.

GE Capital's summary judgment request was subsequently stayed
pending the outcome of LFD's appeal.

In late 2004, District Judge Sidney H. Stein affirmed the
Bankruptcy Court's findings and dismissed LFD's complaint for
declaratory relief in the Ames/LFD Adversary Proceeding.

                           LFD Objects

On LFD's behalf, Mr. Fitzgerald argues that collateral estoppel
does not apply because LFD's claim for money "had and received"
is not barred by any finding in the Ames/LFD Adversary
Proceeding.

According to Mr. Fitzgerald, the doctrine of "collateral estoppel
bars a party from relitigating in a second proceeding on an issue
of fact or law that was litigated and actually decided in a prior
proceeding."

To apply, Mr. Fitzgerald says, the "identical issues must have
been decided in the prior action and be decisive of the present
action."  When the allegations differ, then collateral estoppel
is not a basis for dismissal.

Mr. Fitzgerald points out that the issues decided in the LFS/Ames
Adversary Proceeding and the issues raised by GE Capital's
summary judgment request are different.

Accordingly, GE Capital's request for summary judgment must be
denied.

                      GE Capital Fights Back

GE Capital asserts that the Court should grant its request for
summary judgment with respect to LFD's conversion and accounting
claims because LFD does not oppose them.

J. David Reich, Esq., at Winston & Strawn LLP, in New York, notes
that the Court should also grant GE Capital's request as to LFD's
remaining claim -- the action for money "had and received" --
because the Court has previously determined that "title and
ownership of the Net Sales Proceeds vested in Ames upon deposit
in Ames' depository accounts."

Mr. Reich maintains that the Court's prior determinations
preclude LFD from contending that funds the Debtors paid to GE
Capital were somehow due from the Debtors to LFD.  The Court also
determined that the Debtors were entitled to, and did, commingle
the Net Sales Proceeds and use the funds between settlement dates
for purposes other than paying LFD, before making payment to
LFD out of general funds provided by GE Capital.

Therefore, Mr. Reich explains, any amount the Debtors paid to GE
Capital was not money due from the Debtors to LFD.

Against this backdrop, GE Capital asks the U.S. Bankruptcy Court
for the Southern District of New York to grant its request and
dismiss each of the causes of action asserted in LFD's Complaint
with prejudice.

                     About Ames Department

Ames Department Stores filed for chapter 11 protection on
Aug. 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).  Albert
Togut, Esq., Frank A. Oswald, Esq. at Togut, Segal & Segal LLP
and Martin J. Bienenstock, Esq., and Warren T. Buhle, Esq., at
Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from their creditors, they listed $1,901,573,000 in assets and
$1,558,410,000 in liabilities.  (AMES Bankruptcy News, Issue No.
79; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMES DEPARTMENT: Judge Gonzalez Grants GE Capital Summary Judgment
------------------------------------------------------------------
Judge Gonzalez of the U.S. Bankruptcy Court for the Southern
District of New York holds that collateral estoppel would bar the
relitigation of the issues raised by LFD Operating, Inc., in its
complaint against General Electric Capital Corporation.

Collateral estoppel bars relitigation of an issue if:

    (1) the identical issue was raised in a previous proceeding;

    (2) the issue was actually litigated and decided in the
        previous proceeding;

    (3) the party had a full and fair opportunity to litigate the
        issue; and

    (4) the resolution of the issue was necessary to support a
        valid and final judgment on the merits.

According to Judge Gonzalez, the doctrine of collateral estoppel
is premised on the basic concept of fairness.  It protects
parties from relitigating identical issues and promotes
efficiency by impeding unnecessary litigation.

Due process dictates that collateral estoppel cannot be used
against a person who did not have a fair opportunity to litigate
an issue decided in a previous proceeding, Judge Gonzalez
explains.  Therefore, two formal requirements must be met to
invoke the doctrine of collateral estoppel:

    -- there must have been a full and fair opportunity to
       litigate the decision that now controls; and

    -- the issue in the prior action must be identical to and
       decisive of the issue in the instant action.

Judge Gonzalez points out that the issues presented by LFD in the
LFD/GE Adversary Proceeding are identical to, and dependent on,
the issues already raised and decided in the adversary proceeding
between Ames Department Stores and LFD.  LFD also had fair
opportunity to litigate the issues.

For these reasons, Judge Gonzalez grants summary judgment in
favor of GE Capital, dismissing the three causes of action
asserted by LFD, particularly:

    (1) the cause of action for money "had and received";
    (2) the cause of action for "accounting"; and
    (3) the cause of action for "conversion".

LFD has conceded to the Court's summary judgment with respect the
accounting and conversion causes of action.

                      Money Had and Received

The Second Circuit considers three factors when evaluating a
claim for money had and received:

    (1) defendant received money belonging to plaintiff;

    (2) defendant benefited from the receipt of money; and

    (3) under principles of equity and good conscience, defendant
        should not be permitted to keep the money.

Judge Gonzalez notes that the second element is not in dispute.

As to the first element, LFD had argued that the proceeds from
the sale of its shoes in Ames stores "belong" to LFD although it
does not own the proceeds.  LFD further argued that it has
"superior possessory" right to the proceeds over that of GE
Capital.

In the Ames/LFD Adversary Proceeding, the Court held that the
agreement between Ames and LFD did not give LFD superior right,
right of immediate possession of, or ownership interest in the
Proceeds.  The Court decreed that the Proceeds were property of
Ames.

"These two determinations collaterally estop the claim LFD
asserts [in the LFD/GE Adversary Proceeding]," Judge Gonzalez
relates.

The Court finds that LFD:

    * failed to establish that that it had title and ownership to
      the Proceeds;

    * held no superior claim to the funds, and the payment to GE
      Capital was a proper use of Ames' funds;

    * does not have a legal or equitable interest in the Proceeds,
      but only a general unsecured claim against the Ames estate;
      and

    * cannot recover from Ames based on the theory that LFD had a
      superior right to the Proceeds.

According to Judge Gonzalez, Ames had the right to control the
disposition of the funds, and GE Capital was a proper third party
recipient of the funds.

The Court further holds that there was no wrongful transfer and
no wrongful receipt.  LFD could not prevail as against GE Capital
because the Court has already determined that as a matter of law,
there is no claim for wrongful payment.

With regards the third element -- which requires LFD to show that
under principles of equity and good conscience, the defendant
should not be permitted to keep the money -- Judge Gonzalez holds
that finding, at this stage, that it would be inequitable for GE
Capital to retain the amounts it received from Ames would run
counter to the findings of the Court in the Ames/LFD Adversary
Proceeding.

Ames Department Stores filed for chapter 11 protection on
Aug. 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).  Albert
Togut, Esq., Frank A. Oswald, Esq. at Togut, Segal & Segal LLP
and Martin J. Bienenstock, Esq., and Warren T. Buhle, Esq., at
Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from their creditors, they listed $1,901,573,000 in assets and
$1,558,410,000 in liabilities.  (AMES Bankruptcy News, Issue No.
80; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMES DEP'T: Wal-Mart Wants Colonial & Broad's Protest Overruled
---------------------------------------------------------------
On March 30, 2006, Wal-Mart Stores, Inc., disclosed that it was
not going to occupy any portion of the property on which Ames
Department Stores and its debtor-affiliates formerly operated
Store No. 522 in Pasadena, Maryland.  Instead, Wal-Mart would
further sublet the Property to an undisclosed furniture retailer.  
Also, Wal-Mart asserted that the Ames store was not part of a
shopping center because it is not yet fully developed.

The U.S. Bankruptcy Court for the Southern District of New York
directed parties-in-interest to submit counter-affidavits on
Wal-Mart's assertions.

              Property Constitutes a Shopping Center

On behalf of Colonial Associates, LLP, and Broad Falls, LLC,
Joyce A. Kuhns, Esq., at Saul Ewing LLP, in Baltimore, Maryland,
argues that the Debtors and Wal-Mart are estopped by their prior
admissions and conduct from disputing the Property's status as a
shopping center.

Ms. Kuhns points out that the Debtors' counsel, Wal-Mart's
independent engineering expert, and Wal-Mart's environmental
consultant, have previously conceded that the Property
constitutes a shopping center.

Ms. Kuhns informs the Court that the fact that the Property is
not fully-developed and not thriving as part of an integrated
center today is not due to the owners' intent but because of
uncontrollable circumstances, including:

    (i) Ames' two bankruptcy filings within a 10-year period,
        resulting in the absence of a viable anchor to draw other
        tenants into the center;

   (ii) the Wal-Mart negotiation process and Wal-Mart's refusal to
        deliver the definitive agreement under which it agreed to
        act as replacement anchor, tying up the redevelopment
        space from 2003 to the fall of 2004; and

  (iii) the nullification of the "go dark" provision in the
        Sublease under Section 365(f)(1) of the Bankruptcy Code,
        with the intent to allow a limited marketing, redesign and
        retrofitting period for a new end-user, but resulted in
        the shuttering of a critical anchor for three-and-a-half
        years, and now a proposal in which the designee is not an
        end-user but a trust, and the proposed occupier is not a
        typical anchor but a poor credit risk.

"The Property constitutes a shopping center, and it would be
terribly inequitable, and contrary to the Bankruptcy Code, to
deprive the Property owners of the protection of a statute
designed to insulate them from the happenstance of two successive
bankruptcy filings by its anchor tenant and an unduly protracted
"go dark" period, Ms. Kuhns asserts.

This is essentially a two-party dispute with the Debtors acting
largely as bystanders, Ms. Kuhns adds.  The landlords, on the one
hand, are seeking to preserve and protect their property
interests while Wal-Mart, a stranger to the Property, seeks to
misuse the designation rights process to usurp control of the
center's development and quash competition.

"Section 365 was never intended to be used to strip property
owners of their property rights in order to further a
third-party's economic self-interest, nor should it be
manipulated to do so here," Ms. Kuhns maintains.

Colonial Associates and Broad Falls want the Court to deny
approval of the proposed transaction -- the designation of an
anchor space to a non-end user and simultaneous sub-sublease to a
non-anchor -- which will unnecessarily undermine the future
viability of the center whose development has already been
arrested.

Specifically, Colonial Associates and Broad Falls ask the Court
to:

    * deny the Debtors' proposal to assume and assign the sublease
      for Store No. 522 to Wal-Mart Real Estate Business Trust,
      with prejudice; or

    * terminate the designation rights period as to the Sublease
      to preclude its assignment.

                        Wal-Mart Disagrees

Wal-Mart Stores, Inc., and Wal-Mart Real Estate Business Trust,
inform Judge Gerber that the Ames Store is not part of a
"shopping center" as that term is used in Section 365(b)(3) of
the Bankruptcy Code because:

    -- contrary to the restrictive terms contained in typical
       shopping center leases, the Sublease permits the Debtors to
       engage in lawful activity and to freely assign its rights
       under the lease;

    -- the property does not possess the traditional
       characteristics of a shopping center, specifically:

       * Colonial Associates is party to but a single lease and
         has but a single tenant at the premises;

       * Parkway Ventures, Inc., subleases a portion of the
         premises to the Debtors but no traditional landlord-
         tenant relationship exists between the Debtors and
         Colonial Associates;

       * there are no tenants on the Property other than Parkway,
         and neither Parkway's prime lease nor the Debtors'
         sublease contain the kind of use restrictions,
         restrictions on assignment, percentage rent provisions or
         termination rights that are indicative of a "shopping
         center"; and

    -- there are no retail operations at the Prime Lease Premises
       other than the now dark Ames Store.

"If this were a shopping center, it would be an odd one: there is
no place to shop here," John Longmire, Esq., at Wilkie Farr &
Gallagher LLP, in New York, relates.

Mr. Longmire says that even if the Court determines Store No. 522
is located in a shopping center, the assignment to Wal-Mart Trust
should be approved given that the Prime Lease and the Sublease
permit Store No. 522 to be occupied for any lawful use.  The
Debtors' interest is likewise freely assignable.

Since the only other tenant in the Premises is a medical clinic
operator, the Debtors' assignment to Wal-Mart and Wal-Mart's
proposed sub-sublease of the Property does not impair the tenant
mix from that which existed when the Debtors operated a general
merchandise retail store at the Premises, Mr. Longmire adds.

Wal-Mart, therefore, asks the Court to overrule the objections,
and approve the proposed assignment to Wal-Mart.

Ames Department Stores filed for chapter 11 protection on
Aug. 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).  Albert
Togut, Esq., Frank A. Oswald, Esq. at Togut, Segal & Segal LLP
and Martin J. Bienenstock, Esq., and Warren T. Buhle, Esq., at
Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from their creditors, they listed $1,901,573,000 in assets and
$1,558,410,000 in liabilities.  (AMES Bankruptcy News, Issue No.
80; Bankruptcy Creditors' Service, Inc., 215/945-7000)


APPLETON PAPERS: Offers to Pay More to Get Noteholders Consent
--------------------------------------------------------------
Appleton Papers Inc. is amending certain terms of the consent
solicitation that it commenced on May 26, 2006, with respect to
its 8.125% Senior Notes due 2011 and its 9.75% Senior Subordinated
Notes due 2014, pursuant to a Supplement to Consent Solicitation
Statement dated June 6, 2006.

Appleton amended the terms of a certain proposed restricted
payments covenant under each of the indentures to provide for a
$45 million cap with respect to the aggregate amount of restricted
payments that Paperweight Development Corp., the parent company of
Appleton, may make under the covenant during any period of four
consecutive fiscal quarters to satisfy its obligations to
repurchase its common stock pursuant to Appleton's employee stock
ownership plan and applicable law.  In connection with this
amendment, Appleton made other related changes to the definitions
in each of the indentures.

In addition, Appleton is now offering to increase the cash payment
from $10 to $17.50 per $1,000 principal amount of notes held as of
May 25, 2006, for which consents have been received prior to the
expiration date and not validly revoked.  As a result of the
increase in the cash payment, the U.S. federal income tax
consequences will differ for holders of senior notes for
which the cash payment is received.

The amended terms of the consent solicitation are more fully
described in the Supplement to Consent Solicitation Statement.  
Except as described above, all terms and conditions of the consent
solicitation remain unchanged and in full force and effect.  
Holders of the notes who have already properly delivered their
consents with respect to any series of notes do not need to
deliver new consents.  Consents (whether previously or hereafter
delivered) may only be revoked in the manner described in the
Consent Solicitation Statement.

                         About Appleton

Headquartered in the Appleton, Wisconsin, Appleton Papers Inc. --
http://www.appletonideas.com/-- uses ideas that make a difference
to create product solutions through its development and use of
coating formulations and applications as well as encapsulation,
security, printing and packaging technologies.  The Company
produces carbonless, thermal, security, and performance packaging
products and provides secure and specialized print services.
Appleton has manufacturing operations in Wisconsin, Ohio,
Pennsylvania, Massachusetts and the United Kingdom, employs
approximately 3,300 people, and is 100% employee-owned.


                          *     *     *

As reported in the Troubled Company Reporter on April 3, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Appleton Papers Inc., to 'BB-' from 'BB'.  The outlook
is stable.  At the same time, Standard & Poor's raised its
recovery rating on the carbonless and specialty paper producer's
secured bank facility to '2' from '3', indicating expectations of
substantial recovery of principal in the event of a payment
default.


ASARCO LLC: Has Until October 6 to File Plan of Reorganization
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi extends ASARCO LLC and its debtor-affiliates'
exclusive period to file a plan of reorganization until Oct. 6,
2006, and the exclusive period to solicit acceptances of that plan
until Dec. 8, 2006.

                    Ad Hoc Committee Comments

The Ad Hoc Committee of ASARCO Noteholders, representative of the
holders of the liquidated and undisputed prepetition obligations
of ASARCO LLC, does not object to the extensions requested by the
Debtors.

However, the Ad Hoc Committee believes that the extension should
be conditioned on ASARCO LLC and its debtor-affiliates' firm
assurances that they will begin discussions with all relevant
constituencies, including the Ad Hoc Committee, on appropriate
structures for a Chapter 11 plan of reorganization during the
extension period.

Robin E. Keller, Esq., at Stroock & Stroock & Lavan LLP, in New
York, contends that the pending litigations surrounding:

   (a) the estimation of ASARCO's liability for and the amount of
       any asbestos claims; and

   (b) the assertion of claims against Grupo Mexico, S.A. de
       C.V.;

provide a framework for resolving many of the key issues of any
potential Chapter 11 plan.

The Ad Hoc Committee is prepared to work with the Debtors to
analyze the asbestos claims and potential outcomes to structure a
resolution in the context of a plan for emergence from
bankruptcy, Mr. Keller informs the Court.

Mr. Keller asserts that the Debtors' active pursuit of
negotiations may short cut some of the delay and cost associated
with any litigation that may result if the parties are unwilling
to compromise their claims.  "An inclusive, even mandatory
process of negotiation during the extended period of exclusivity
may maximize recoveries for all legitimate constituencies and
preserve the long-term viability of the business."

The Ad Hoc Committee asks the Court to:

   (a) grant the Debtors' proposed extension of the exclusive
       periods; and

   (b) direct the Debtors to begin active negotiations with all
       major constituencies regarding parameters for a plan of
       reorganization.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Judge Schmidt Approves Bridgeview Management Agreement
------------------------------------------------------------------
ASARCO LLC obtained authority from The Hon. Richard S. Schmidt of
the U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi to enter into a property management agreement with
Bridgeview Management Company, effective as of Aug. 9, 2005.

As reported in the Troubled Company Reporter on May 30, 2006,
Bridgeview Management Company is a wholly owned subsidiary of
ASARCO LLC and is a Chapter 11 debtor.  It was formed in the
1970s to manage and hold ASARCO's closed plants and leased
properties in New Jersey.  Since then, Bridgeview has managed
certain properties of ASARCO and its affiliates.

Currently, Bridgeview oversees the management of ASARCO's real
property in Perth Amboy, New Jersey.  Bridgeview is also
responsible in the collection of rents for the Property.

The Agreement provides that:

    (a) ASARCO will reimburse Bridgeview for any out-of-pocket
        expenses in connection with the Property;

    (b) ASARCO will provide Bridgeview with any personnel who are
        needed to fulfill Bridgeview's obligations under the
        Agreement; and

    (c) rental proceeds related to the Property will be
        transferred to ASARCO on a monthly basis.

As of April 30, 2006, Bridgeview has not distributed to ASARCO
$504,357 in outstanding rental proceeds.  That amount, plus
rentals collected after April 30, 2006, will be distributed to
ASARCO upon Court approval of the Property Management Agreement.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Judge Schmidt Says Right of First Refusal is Executory
------------------------------------------------------------------
The Ho. Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi finds that all
provisions of the Young Mine Tailings and Access Easement
Agreement have been fully performed by ASARCO LLC and Mossy Creek
Mining Company LLC, except for the provision, which gives Mossy
Creek a Right of First Refusal on the Young Mine Property.

Accordingly, Judge Schmidt grants ASARCO's request.  The Court
rules that the Right of First Refusal is executory and is
rejected as of May 19, 2006.

Mossy Creek can file an unsecured claim against ASARCO for any
damages that it may suffer as a result of ASARCO's rejection of
the Right of First Refusal Option.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ATA AIRLINES: Reports May 2006 Service Traffic
----------------------------------------------
ATA Airlines, Inc., reported that May scheduled service passenger
load factor increased 10.1 points to 75.9% representing a 15
percent increase over 2005.  ATA Airlines enplaned a total of
210,981 passengers in May.  Scheduled service traffic decreased
37.2 percent from 2005 to 319.8 million RPMs.  Capacity decreased
45.5 percent compared to 2005 to 421.4 million ASMs.

As of May 31, 2006, ATA Airlines has a fleet of 3 Boeing 737-300s,
12 Boeing 737-800s, 6 Boeing 757-200s, 4 Boeing 757-300s and 4
Lockheed L-1011s.

             ATA Airlines Scheduled Service Statistics

                            May       2006        2005    Change
                                      ----        ----    ------
Revenue Passenger Miles (000s)    319,766     509,204    -37.2%
Available Seat Miles (000s)       421,385     773,528    -45.5%
Load Factor                         75.9%       65.8%     10.1pts
Passengers Enplaned               210,981     414,175    -49.1%
Passenger Trip Length               1,516       1,229     23.4%

                  Year-To-Date        2006        2005    Change
                                      ----        ----    ------
Revenue Passenger Miles (000s)  1,562,384   2,916,153    -46.4%
Available Seat Miles (000s)     2,087,100   4,565,685    -54.3%
Load Factor                         74.9%       63.9%     11.0pts
Passengers Enplaned             1,079,368   2,349,282    -54.1%
Passenger Trip Length               1,447       1,241     16.6%

               ATA Airlines Charter Service Statistics

                            May       2006        2005    Change
                                      ----        ----    ------
Revenue Passenger Miles (000s)    141,239     166,694    -15.3%
Available Seat Miles (000s)       277,797     322,210    -13.8%
Passengers Enplaned                28,927      34,080    -15.1%

                  Year-To-Date        2006        2005    Change
                                      ----        ----    ------
Revenue Passenger Miles (000s)    636,129     891,021    -28.6%
Available Seat Miles (000s)     1,296,113   1,770,030    -26.8%
Passengers Enplaned               138,819     186,134    -25.4%

                       About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  Daniel H.
Golden, Esq., Lisa G. Beckerman, Esq., and John S. Strickland,
Esq., at Akin Gump Strauss Hauer & Feld, LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed $745,159,000 in
total assets and $940,521,000 in total debts.  (ATA Airlines
Bankruptcy News, Issue No. 55; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


BANCO MERCANTIL: Inquiries on NY Agency Liquidation Due June 29
---------------------------------------------------------------
Banco Mercantil, C.A. (Banco Universal) commenced the voluntary
liquidation of its New York agency under the provisions of Sec.
605.11(c) of the New York State Banking Law.  

Upon completion of the liquidation, all related businesses will be
conducted from Banco Mercantil's agency in Coral Gables, Florida.  

All inquiries regarding the winding up of Banco Mercantil's New
York Agency should be directed to Ms. Lourdes Jordan-Caldera
on or before June 29, 2006.  Ms. Caldera can be reached at this
number: (212) 891-7400.

Headquartered in Caracas, Venezuela, Banco Mercantil, C.A.
-- http://www.bancomercantil.com/-- is a universal bank with  
which operates under the supervision of the Superintendence of
Banks and Other Financial Institutions.  It has 300 branches in
Venezuela, two agencies in Miami and New York, one branch in
Curacao and five representative offices in United Kingdom, Brazil,
Colombia, Peru and Mexico.

                          *     *     *

Banco Mercantil's long-term bank deposits carry Moody's B3 rating.  
The rating was placed on Sept. 8, 2004 with a stable outlook.

Standard & Poor's assigned the bank BB long-term local and foreign
issuer credit ratings and B short-term local and foreign issuer
credit ratings.  The ratings were placed on June 4, 1999 with a
stable outlook.

On Sept. 23, 2004, Fitch assigned the bank single B debt and
default ratings with a negative outlook.


BAYTEX ENERGY: Debt Reduction Prompts S&P's Stable Outlook
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Calgary,
Alberta-based regional oil and gas producer Baytex Energy Trust to
stable from negative.

At the same time, Standard & Poor's affirmed its 'B+' long-term
corporate credit and 'B-' subordinated debt ratings on the trust.

"The outlook revision reflects the improvement in Baytex's
financial profile with its recent debt reduction and the
expectation that the trust will be able to fully fund its capital
spending program and distributions through internally generated
funds in the coming year, while further reducing debt levels,"
said Standard & Poor's credit analyst Jamie Koutsoukis.

"Nevertheless, because we expect the trust will maintain its
current production and reserve profile, there is little room for
any incremental debt at the current rating level, should
hydrocarbon prices fall and, again, cause the trust's
distributions to exceed free cash flow after capital spending,"
Ms. Koutsoukis added.

The ratings on Baytex reflect:

   * the trust's smaller proven reserves base and average daily
     production, its below-average reserve life index;

   * its narrow regional focus; and

   * high leverage in its capital structure.

These factors, which hamper the ratings, are offset by the good
development opportunities associated with Baytex's existing
portfolio of assets and the trust's competitive operating cost
profile.

The stable outlook reflects Standard & Poor's expectation that
Baytex will be able to fund its capital spending program and
distributions through internally generated funds, while
maintaining a stable production and reserve profile.

A negative rating action could occur if the trust were unable to
sustain current production levels and replace reserves on a yearly
basis, while maintaining its current debt levels.

Furthermore, increasing debt levels, without a material
improvement in the trust's overall business risk profile, would
also hamper the ratings.  Alternatively, an outlook revision to
positive, which is not likely in the near term, would require a
notable improvement of Baytex's business and financial risk
profiles.


BLUEGRASS CONTAINER: Moody's Rates $1.1 Bil. Term Loans at Low-B
----------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating
to Bluegrass Container Company, LLC, a Ba3 rating to its pending
$760 million first lien term loan, a B3 rating to its pending
$405 million second lien term loan, and a Ba3 rating to its
proposed $150 million revolving credit facility.  Moody's also
assigned a stable outlook.

Proceeds will primarily fund the purchase by Bluegrass, an
affiliate of funds controlled by the Texas Pacific Group, of the
Consumer Packaging Division of Smurfit-Stone Container Corporation
and Bluegrass's planned acquisition of another top-10 folding
carton provider and manufacturer of coated recycled boxboard.  The
acquisitions would create a leading manufacturer of folding
carton, coated recycled board, multi-wall bag, flexible packaging,
and label products.

The ratings assume that the transaction will close in the amounts
and along the terms as presented.  After the closing of both
transactions, Bluegrass will be capitalized with approximately
$1.2 billion of debt and new cash equity of $295 million from
funds affiliated with TPG.

Key ratings and outlook factors:

   i) Subsequent to Bluegrass's follow-on acquisition of the
      additional top-10 folding carton provider and manufacturer
      of coated recycled boxboard, the combined company will have
      moderate aggregate scale and two major product lines and
      operations, though primarily in one market region.  This
      provides a business profile consistent with that of a low Ba
      rated paper and forest products company.

  ii) High leverage, yielding credit protection measures
      consistent with a B-to-Ba rating. In the near-to-mid term,
      credit metrics could be adversely affected by post-
      acquisition execution risk and could prevent significant
      improvement. In order for the company to sustain its
      ratings, it will need to successfully harvest the business
      synergies at the heart of its acquisition rationale,
      establish positive credit momentum, and reduce debt.

iii) EBITDA margins in the past have been consistent with a
      B-to-Ba rated paper and forest products company.  Margin
      stability has been significantly stable, which represents a
      signal better than a B rated paper and forest products
      company.

  iv) Vertical integration levels remain moderate as the company
      will benefit from long-term supply agreements with Smurfit-
      Stone Container Corporation.

Another important factor influencing the ratings is the fact that
Bluegrass is held by a private equity fund.  Moody's will track
how the owner's corporate finance, business, and exit strategies
impact debt holders as well as whether it opts for special
dividends or stock buybacks from Bluegrass.

The stable outlook reflects Moody's view that key rating factors
are not likely to change in the near term.  However, if the
pricing environment and cost synergies strengthen, along with an
established track record of the company's current financial and
operating strategy, Bluegrass could improve its credit metrics on
a sustainable basis by reducing current debt levels.

Specifically, if the company improves its credit metrics on a
sustainable basis over the next 12 to 18 months by lowering
consolidated leverage on a gross debt to adjusted EBITDA basis to
4.5 times, generating significant free cash flow, and maintaining
good liquidity, the ratings would likely improve.  Factors that
could negatively impact the ratings include a deterioration in
liquidity, a weakening of credit metrics, or additional debt-
financed acquisitions.

Bluegrass Container Company, LLC, headquartered in the Chicago,
IL, metropolitan area is a leading manufacturer of folding carton,
coated recycled board, multi-wall bag, flexible packaging, and
label products.


BLUEGRASS CONTAINER: S&P Rates Proposed $405 Million Loan at B-
---------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B+' corporate
credit rating to paperboard and packaging manufacturer, Bluegrass
Container Co. LLC, based in Carol Stream, Illinois.  The outlook
is stable.

At the same time, Standard & Poor's assigned its 'BB-' senior
secured bank loan rating and '1' recovery rating to the company's
proposed $150 million first-lien revolving credit facility due in
2012 and $760 million first-lien term loan B due in 2013.  The
first-lien bank loan and recovery ratings indicate expectations of
full recovery of principal in the event of a payment default.

Standard & Poor's also assigned its 'B-' senior secured bank loan
rating and '4' recovery rating to Bluegrass' proposed $405 million
second-lien term loan due in 2013.  The second-lien bank loan and
recovery ratings indicate expectations of marginal (25%-50%)
recovery of principal in the event of a payment default.  The bank
loan ratings are based on preliminary terms and conditions.

"The stable outlook reflects our expectations that relatively
consistent demand and gradually improving profitability will lead
to steady debt reduction and leverage that is commensurate with
the ratings," said Standard & Poor's credit analyst Pamela Rice.

"We could revise the outlook to negative if stand-alone costs or
integration issues are greater than expected, rationalization
benefits fall short of expectations, the company is unable to
pass higher costs on to customers, or Bluegrass adopts an
aggressive acquisition strategy.  We are unlikely to revise the
outlook to positive without a significantly lower debt burden even
if cost savings prove to be more substantial than the $30 million
we have incorporated into the ratings."

Proceeds from the term loans, plus $295 million of equity
contributed by Texas Pacific Group, a private equity firm, will be
used:

   * to acquire the consumer packaging division of Smurfit-Stone
     Container Corp. (B/Stable/B-3) for about $1 billion;

   * to fund working capital, certain operating expenses, and
     fees; and

   * to finance the upcoming acquisition of another top-10 U.S.
     folding carton producer.

Pro forma for the proposed transactions, Bluegrass will have total
debt, including capitalized operating leases, of about $1.2
billion, with total debt to pro forma EBITDA for the 12 months
ended March 31, 2006, of 6.6x, or 5.3x including cost savings.


BRISTOW GROUP: S&P Affirms BB Rating With Negative Outlook
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' rating on
Bristow Group Inc. and removed the rating from CreditWatch with
negative implications, where it was placed on April 27, 2005.  
The outlook is negative.

As of March 31, 2005, Lafayette, Louisiana-based Bristow Group had
$265.3 million of debt.

The rating actions reflect Standard & Poor's view that the ongoing
SEC investigation regarding certain improper activities in Nigeria
and a country in South America may not be resolved in the near
term, and therefore may not result in an immediate ratings effect.  
In addition, it appears unlikely at this time that any penalties
associated with the investigation would be significant enough to
materially impair the credit profile at the current rating level.

The ratings reflect the company's fair business risk profile.  
(Business risk profiles range from vulnerable to excellent).  
Bristow is subject to the cyclicality and volatility of the oil
and gas offshore exploration and production industry.  Flight
hours are highly correlated with levels of offshore production, as
well as changes in the offshore rig count.

"The negative outlook reflects the company's large fleet-expansion
project, which will require external funding, as well as some
lingering issues," said Standard & Poor's credit analyst Kevin L.
Beicke.  "These include the ongoing SEC investigation regarding
improper activities in Nigeria and a country in South America, and
the Department of Justice investigation regarding possible
antitrust activities in the Gulf of Mexico," he continued.


CATHOLIC CHURCH: Portland Files Third Modified Chapter 11 Plan
--------------------------------------------------------------
The Archdiocese of Portland in Oregon delivered a third modified
Plan of Reorganization and Disclosure Statement on June 12, 2006,
to the U.S. Bankruptcy Court for the District of Oregon.

Under the Third Amended Plan, provisions relating to conditions to
the Plan's Effective Date were deleted.

Creditors would no longer wait for a final resolution of any
appeal of the estimation orders or confirmation order before they
can receive any claim distribution, Thomas W. Stilley, Esq., at
Sussman Shank LLP, in Portland, Oregon, relates.  

Payment of the allowed claims will begin "promptly" after
confirmation, even if there are pending appeals, Mr. Stilley
notes.  The Effective Date of the Plan will occur on the first
business day following the Court's entry of the Confirmation
Order.

Mr. Stilley relates that Judge Perris, in a letter dated June 2,
2006, advised the Archdiocese to modify its Plan and Disclosure
Statement.

Judge Perris informed the Archdiocese that she allowed claims
estimation on the understanding that, "through the plan process,
[Portland] would create a fund sufficient to pay 100% of the
estimated claims and that, if [Portland's] plan was confirmed,
[Portland] would proceed promptly to pay claim as they were
allowed."

Judge Perris, however, pointed out that the Archdiocese's Second
Modified Plan "does not propose to pay allowed claims as they are
liquidated and allowed."  The Second Modified Plan, instead,
delays the effective date until appeals are finally resolved.  
The Second Modified Plan even conditions confirmation on a final
estimation order.

"An appeal from either an estimation order or an order confirming
a plan could conceivably take years, thereby unduly delaying
administration of the estate," Judge Perris said.  

"If the [Archdiocese] is not willing to make [the] modifications,
I may reconsider my estimation order, because liquidation of the
claims through trials would take no longer than, and likely would
take less time than, the estimation and confirmation process with
any related appeals," Judge Perris cautioned the Archdiocese.

A full-text copy of Portland Archdiocese's Third Modified Plan of
Reorganization is available for free at

                http://researcharchives.com/t/s?b8a

A full-text copy of Portland Archdiocese's Third Modified
Disclosure Statement is available for free at:

                http://researcharchives.com/t/s?b8b

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 61; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Portland Tort Panel to File Second Amended Plan
----------------------------------------------------------------
The Tort Claimants Committee appointed in the Archdiocese of
Portland's Chapter 11 case will file a second amended disclosure
statement and plan of reorganization after the June 15, 2006,
Disclosure Statement hearing, Albert N. Kennedy, Esq., at Tonkon
Torp, LLP, in Portland, Oregon, informs the U.S. Bankruptcy Court
for the District Court of Oregon.

The Amendments will include:

   (a) removal of a provision that provides for "No discharge of
       [the Archdiocese]";

   (b) refinement of "insurance neutrality provisions" and
       "super-preemptory provisions" of the Plan as they relate
       to the assignment of insurance rights to a claims payment
       trust to be established pursuant to the Plan;

   (c) an update of the disclosure statement to reflect recent
       developments, including the filing of the report of
       Hamilton Rabinovitz & Alschuler, Inc., and the filing of
       the Archdiocese's Third Amended Plan of Reorganization;
       and

   (d) address issues that will be raised at the June 15 hearing.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 61; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CHASE MANAGEMENT: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Chase Management Co. II, LLC
        15373 Greenfield Road, Suite 26
        Detroit, Michigan 48227

Bankruptcy Case No.: 06-47617

Debtor-affiliate filing separate chapter 11 petition:

      Entity                            Case No.
      ------                            --------
      Chase Management Co. III, LLC     06-47622

Chapter 11 Petition Date: June 14, 2006

Court: Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtors' Counsel: Robert A. Peurach, Esq.
                  Fitzgerald & Dakmak, P.C.
                  615 Griswold, Suite 600
                  Detroit, Michigan 48226
                  Tel: (313) 964-0800

                          Estimated Assets   Estimated Debts
                          ----------------   ---------------
   Chase Management       $1 Million to      $1 Million to
   Company II, LLC        $10 Million        $10 Million

   Chase Management       $1 Million to      $1 Million to
   Company III, LLC       $10 Million        $10 Million

A. Chase Management Co. II, LLC's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
DTE Energy                       Electric/Gas            $7,806
P.O. Box 2859
Detroit, Michigan 48260-0001

B. Chase Management Co. III, LLC's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
DTE Energy                       Electric/Gas           $17,789
P.O. Box 2859
Detroit, Michigan 48260-0001


CHIQUITA BRANDS: High Debt Leverage Cues S&P to Affirm B+ Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Cincinnati, Ohio-based Chiquita Brands International Inc.,
including the 'B+' corporate credit rating.  The rating outlook
is negative.

The bank loan rating on Chiquita Brands LLC's (CBII's operating
subsidiary) recently upsized $200 million senior secured revolving
credit facility and its existing term loan B ($25 million
outstanding) were affirmed at 'B+' (at the same level as the
corporate credit rating on CBII).

The recovery rating on these two facilities was revised to '2'
from '3', reflecting the pre-payment of $100 million of term loan
debt in the second half of 2005, which was only partly offset by
the $50 million upsized facility.  The '2' recovery rating
indicates the expectation for substantial recovery of principal in
the event of a payment default.  Borrowings on the revolving
facility are expected to be used for general corporate purposes.

In addition, the rating on CBL's existing $375 million term loan C
facility was affirmed at 'BB-' (one notch higher than the
corporate credit rating on CBII) and the recovery rating was
affirmed at '1', indicating a high expectation for full recovery
of principal in the event of a payment default.

CBII had about $1.2 billion in consolidated lease-adjusted total
debt outstanding as of Mar. 31, 2006.

"The corporate credit rating on Chiquita reflects the company's
high debt leverage and modestly weaker credit measures following
the June 2005 Fresh Express acquisition, and its product
concentration in bananas," said Standard & Poor's credit analyst
Mark Salierno.

"Also, the company competes in the mature fruit and vegetable
industry, which faces uncontrollable factors such as global
supply, politics, weather, and disease-related risks.  Partially
mitigating these factors are Chiquita's strong market share in
bananas, good geographic diversification of its sales, and
somewhat improved product mix following the Fresh Express
acquisition."

Chiquita is a leading producer, marketer, and distributor of
bananas and other fresh and processed foods sold under the
Chiquita brand name and other brand names.  In addition to
bananas, the company's fresh products include tropical fruits such
as mangoes, pineapples, melons, and kiwi fruits.


CHUM LTD: DBRS Confirms Issuer Rating at BB (High)
--------------------------------------------------
Dominion Bond Rating Service confirmed the rating of CHUM Limited
at BB (high).  The trend is Stable.  The rating is supported by
CHUM's strong brands, national radio operations, which generate
30%-plus EBITDA margins, portfolio of 21 specialty television
channels, and generation of consistent core net income and free
cash flow.

Even though the conventional television segment continues to be a
challenge due to strong competition and weak margins for the
segment, DBRS notes that CHUM has improved overall EBITDA margins
to 19% through cost management, growth of specialty television,
and continued solid performance in the radio broadcasting segment.

At the same time, the Company has substantially completed the
integration of Craig Media Inc. that was acquired in December
2004, and has rebranded its conventional television stations to
CityTV and A-Channel.

CHUM's key obstacle in the near to medium term continues to be the
conventional television segment.  Competition is intense, with CTV
dominating the top 20 programs and increased competition from
newer entrants in CHUM's core Toronto market.  DBRS believes the
accessibility of quality programming necessary to improve
viewership meaningfully against the competition is limited in the
short term.

As a result, improvements for conventional television may be
limited and, hence, EBITDA margins are likely to be pressured and
remain near the 10% range, which suppress overall EBITDA margins.
Furthermore, structural changes in the industry continue to shift
viewers from conventional to specialty television and more
recently to the Internet.

However, DBRS believes CHUM should be able to counter these
threats due to its diversification into other media, namely
specialty television channels, Internet, and radio.  Specialty
television and radio assets assist in stabilizing overall
performance.  Secondly, CHUM adopted an online strategy early,
which has proven successful with its core demographics.  Lastly,
although the acquisition of Craig Media increased CHUM exposure to
conventional television, in the medium to long term it should help
to improve EBITDA margins as programming costs can be spread
across a larger base.

DBRS expects EBITDA to continue to improve in 2006 when
considering that the advertising environment remains healthy and
that CHUM should be able to maintain or moderately grow
viewership.  Furthermore, CHUM has improved its free cash flow
position, which has been used to moderately reduce debt levels and
to improve liquidity.  Further debt reduction, combined with
continued improvements in EBITDA margins could have positive
rating implications.  Even so, ratings could come under pressure
if the competitive environment intensifies or structural changes
are greater then expected.


CLEAN EARTH: Wants Courts Nod on Committee and Lender Settlement
----------------------------------------------------------------
Clean Earth Kentucky, LLC, ask the U.S. Bankruptcy Court for the
Eastern District of Kentucky to approve their settlement agreement
with the Official Committee of Unsecured Creditors and its secured
lender, US Acquisition, LLC.  

On May 15, 2006, the Court allowed the Debtor to sell
substantially all of its assets to Alamo Group Inc., the highest
bidder.  US Acquisition holds a lien in all the assets sold at the
auction securing a $15 million claim.   

Prior to the auction sale, US Acquisition offered the Committee
the opportunity to reserve a "carveout" of certain monies from the
sale proceeds to be allocated to and used by the Debtor for a plan
of reorganization.  The Committee believed that the assets would
be sold for less than US Acquisition's secured claim and that it
would be better for the Debtor to have something rather than
nothing.  

The Debtor, US Acquisition and the Committee agreed that the
Debtor will get a $442,150 carveout -- 5% of the sale proceeds
after reduction of the broker's fees -- for distribution to
unsecured creditors and a specific reservation of $350,000
earmarked for postpetition administrative claims.  US Acquisition
will waive any right to participate in any distribution to the
unsecured creditors and any right to a claim against the proceeds
of the preference cases or avoidance actions.  James Thompson,
manager of debtor-affiliate Clean Earth Environmental Group, LLC,
will also waive his unsecured claim of approximately $2 million.

The Committee has agreed to sever the Debtor's chapter 11 case
from Clean Earth Environmental's chapter 11 case and to do a joint
Debtor-Committee plan of liquidation and distribution, utilizing
the $792,150 carveout.

Headquartered in Cynthiana, Kentucky, Clean Earth Kentucky, LLC
-- http://www.cleanearthllc.com/-- manufactures specialized   
sewer machines, street sweepers, and refuse trucks.  The Company
and its affiliate, Clean Earth Environmental Group, LLC, filed
for chapter 11 protection on Jan. 24, 2006. (Bankr. E.D. Ky.
Case No. 06-50052).  Laura Day DelCotto, Esq., at Wise DelCotto
PLLC, represents the Debtors in their restructuring efforts.  
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the Official Committee of Unsecured Creditors.  
When the Debtors filed for protection from its creditors, they
estimated individual assets and debts between $10 million to
$50 million.


COLORADO EDUCATIONAL: Moody's Holds Ba1 Rating on Revenue Bonds
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 rating of the Colorado
Educational and Cultural Facilities Authority Series 2001 Charter
School Revenue Bonds and revised the outlook to stable from
negative affecting $15.2 million in outstanding revenue bonds.

The revenue bonds are secured by annual appropriations made from
charter school revenues, primarily composed of state per pupil
allotment.  The Ba1 rating and stable outlook reflect continued
sound financial operations and state financial support for charter
schools; adequate coverage levels; increasing enrollment, and the
school's moderate debt profile.

The Core Knowledge Project, Inc., dba Frontier Academy was formed
in February 1996 as a non-profit corporation for the purpose of
operating a charter school.  The school's charter was approved on
July 1, 1996 and was extended on Aug. 8, 2001 for a thirty-year
term expiring June 30, 2031.  The sponsoring school district, Weld
County S.D. No. 6, is the largest in the county and serves the
city of Greeley.

The Frontier School is primarily funded from state aid, receiving
a guaranteed minimum of 95% of the Weld County S.D. No. 6 per
pupil allotment, as well as capital funding from the state.  In
fiscal 2005, the school received $5,929 per pupil, as well as a
total of approximately $142,000 for capital funding.  Combined
these two state sources equaled 92% of total operating revenues.

State aid is distributed by the State of Colorado to local school
districts in 12 equal monthly installments. These funds are
dispersed to local school districts, which are required to
annually appropriate these funds to the charter schools within the
district.  State aid is based upon the charter school's October
student count although the school district is entitled to withhold
up to 5% of state aid for each school for which they have granted
a charter.

The bonds are secured by monthly installment payments made from
Frontier charter school to the trustee.  Debt service payments are
subject to annual appropriation.  Originally, debt service
payments were made through a direct deposit mechanism directly to
the trustee from the school district, which Moody's views
favorably.

Frontier has, however, chosen to forego this procedure and receive
the funds from the school district before remitting monthly debt
service payment.  Additionally, bonds are secured by a first
mortgage on, and security interest in, the charter schools
facilities and land.  Should any portion of the property be sold
during the life of the bonds, proceeds must be used first for
principal repayment.

Moody's expects the school's finances to remain satisfactory given
continued state support for charter school funding, conservative
financial operations and increased enrollment.  In fiscal 2005,
the school increased its cash position slightly to 12.4 % of
revenues from 10.6% of revenues in fiscal 2004.  The increase in
cash improved liquidity ratios in 2005 with a current ratio of
148.5% in fiscal 2005 from 127.2% in fiscal 2004.

Despite recently improved cash levels, expenditure growth
continues to put pressure on the school's annual operating
flexibility.  The school's operating cash flow margin decreased to
19% in fiscal 2005 from 19.7% in fiscal 2004.  Unrestricted net
assets are modest reaching $72,000 in fiscal 2005, or 1.6% of
total operating revenues.

Moody's expects debt service coverage levels will remain adequate,
despite relatively large debt service expenditures and slow
payout.  On a total revenue basis, in fiscal 2004 and fiscal 2005
coverage remained strong at 1.90 times and 1.94 times,
respectively.  In fiscal 2005, debt service equaled approximately
24% of total revenues, a decline from fiscal 2003.  Amortization
is slow with approximately 17.7% of principal paid in ten years.

Moody's expects demand for Frontier's programs will continue in
the near term due to steadily increasing enrollment, a sizeable
waiting list and, reportedly, minimal competition.  Enrollment
growth continues to be steady, averaging 13.8% annually since
2000.  The school currently has 978 students with a waiting list
of approximately 1,000 students.  The school currently has a cap
of 1,035 students and officials expect reaching the cap by 2010.

Additionally, Frontier officials note competition from other
charter and parochial schools in the area has not been a factor
due to fee, curriculum and philosophy differences.  Further, one
k-8 private school has also become a feeder to the Frontier high
school in recent years further complementing enrollment growth at
Frontier.

Moody's assigned a stable outlook to the Ba1 rating based upon
continued sound financial operations and state financial support
for charter schools; adequate coverage levels; increasing
enrollment, and the school's moderate debt profile.

   Key Statistics

     2005 Enrollment: 978
     2006 Projected Enrollment: 975
     2005 debt service coverage: 1.93x
     2005 Maximum Annual Debt Service coverage: 1.93x

Charter term expiration date: June 30, 2031

     Payout of principal: 17.7%
     Final maturity: June 1, 2031
     2005 Operating Cash Flow Margin: 19%
     2005 Total debt service as percentage of total revenue: 23.9%
     Current Ratio: 148.5%


CONSTITUTION MOLD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Constitution Mold & Engineering, Inc.
        56568 North Bay Drive
        Chesterfield, Michigan 48051

Bankruptcy Case No.: 06-47624

Type of Business: The Debtor is a leading supplier of prototype
                  and production plastic injection molds for the
                  automotive industry.
                  See http://www.constitutionmold.com/

Chapter 11 Petition Date: June 14, 2006

Court: Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Gerald L. Decker 19900
                  East Ten Mile Road, Suite 102
                  St. Clair Shores, Michigan 48080
                  Tel: (586) 777-1200

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
A. Finkle & Sons                           $46,689
2011 North Southport Avenue
Chicago, IL 60614

IIG-DSS Technologies                       $39,900
6100 Bethuy
Fair Haven, MI 48023

Mar-Kar Die & Mold                         $30,000
29540 Calahan
Roseville, MI 48066

DTE Energy                                 $24,000

Proto Plastics                             $19,845

Complete Surface Technologies, Inc.        $19,725

Capital One Visa                           $17,200

Sescoi                                     $16,400

Jeffrey J. Hornyak, CPA                    $15,700

Dunn Specialty Steel                       $11,000

Abacus Computer Corp.                       $9,705

Synventive Molding Solutions                $8,200

Dasi Solutions                              $7,590

Reid Industries                             $6,820

Tenibac Graphion                            $4,700

HTC The Cutting Tool Specialist             $4,408

VeriCore                                    $4,092

Nitro Vac Heat Treat                        $3,572

Michigan Mill & Abrasive                    $3,425

Milltronics                                 $3,400


COVANTA ENERGY: Moody's Rates New $140 Million Term Loan at B1
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Covanta Energy
Corporation's new $140 million delayed-draw first lien term loan
facility and upgraded Covanta's Speculative Grade Liquidity rating
to SGL-1 from SGL-2.  In addition, Moody's affirmed the B1 rating
on the Company's existing first lien bank facilities, the B2
rating on its second lien term loan, and its Ba3 Corporate Family
Rating.  The rating outlook is stable.

In addition to the new delayed draw term loan, the first lien
facilities also include a currently funded $229 million term loan,
a $100 million revolver, and a $320 million synthetic letter of
credit facility.  The proceeds of the delayed draw term loan are
being used to prepay a portion of the higher priced $400 million
second lien term loan.  As a result of more favorable interest
rates, the company expects to save approximately $8 million in
annual interest payments.

The B1 and B2 ratings on Covanta's secured credit facilities
reflect the deep structural subordination of the credit facilities
to $1.5 billion of debt at the subsidiary waste-to-energy
projects, $220 million of debt at Covanta ARC, LLC, $196 million
of debt at MSW Energy Holdings LLC, and $224 million of debt at
MSW Energy Holdings II LLC.

The facilities are secured by a lien on substantially all of
Covanta's assets.  However, collateral is largely limited to stock
in the company's subsidiaries as most of its hard assets are
pledged to the project debt.  The facilities also benefit from a
guarantee from parent company, Covanta Holdings Corporation.  Only
a small portion of the term loan principal amortizes, exposing the
company to potentially substantial refinancing risk beginning in
2010.

Moody's notes that this risk is partially mitigated by a 50% cash
sweep, which is expected to provide sufficient funds to repay a
substantial portion of the 1st lien facility by the time it
matures while enhancing financial flexibility in the interim.

The upgrade of Covanta's speculative grade liquidity rating to
SGL-1 reflects the company's very good expected liquidity position
for the next twelve months, marked by an improvement in internal
liquidity and greater expected headroom under the company's
financial covenants.  This change is due to an increase in
Covanta's already robust level of cash on hand and an expected
improvement in operating cash flow resulting from the interest
savings achieved by the current transaction, as well as greater
certainty regarding the availability of the company's net
operating loss carryforwards, which it relies on to offset its tax
obligations.

Cash from operations is projected to be sufficient to support the
company's capital expenditure requirements, repay a significant
amount of maturing project and intermediate debt, and prepay a
substantial portion of the company's first lien term loan.  The
company also has ample external liquidity available to it in the
form of the $100 million revolving credit facility, which is
currently undrawn and available for working capital needs, in
addition to the $320 million synthetic letter of credit facility.

The company has limited access to alternative sources of
liquidity, with most of its assets pledged to its $1.5 billion of
project level debt.  Moody's also notes that Covanta operates in a
very specialized industry niche, with a limited market for assets
to be sold in a timely manner for liquidity purposes.

Primarily a waste-to-energy company, Covanta has a unique business
model among companies rated by Moody's.  Its closest comparables
are independent power producers and Covanta's Ba3 Corporate Family
Rating is comparable to that of AES and NRG, but unlike those
companies, Covanta participates in two distinct commodity markets,
waste disposal and energy production, providing it an advantage in
terms of risk and revenue diversification.  While Covanta's
consolidated leverage relative to cashflow is considerably higher
than that of AES, its rating is supported by its highly contracted
revenue stream and the strong credit quality of many of its
municipal counterparties.

This provides it with a high degree of financial stability and
predictability which helps to compensate for the company's
leverage and the inherently high capital and operating costs of
waste-to-energy as a means of waste disposal.  Though many of
these contracts begin to expire within the next five years, the
risk of contract renewal is mitigated by the relatively rapid
amortization of the associated project debt, which will provide
the company with an enhanced degree of financial flexibility going
forward.

The rating is also supported by diversification provided by the
large number of facilities owned and/or operated by Covanta, as
well as their strong operating histories and their generally
favorable geographic distribution.  Additional risks factored into
the rating include the need to maintain compliance with
environmental regulations, the possibility of an increase in
leverage related to further acquisitions, and the company's
exposure to higher risk emerging markets in which some of its
power projects are located.

The stable outlook on Covanta's rating reflects Moody's
expectation:

   i) the waste-to-energy projects' contracts with the respective
      municipalities and utilities will remain in place through
      their current maturities;

(ii) Covanta management will continue to operate the plants at
      high availability levels and maintain stability with regard
      to administrative, operating, and maintenance expenses;

(iii) Covanta will de-lever over the next several years at the
      subsidiary project level;

(iv) Covanta will be able to utilize all $490 million of
      Holding's NOLs that were available as of Dec. 31, 2005; and

  (v) there will be no additional debt issued by Covanta over the
      near term.

However, the Covanta rating could be raised or lowered if
dividends distributable from the projects differ from expected
levels, if Covanta acquires additional waste-to-energy projects or
is subject to unforeseen capital expenditure requirements at the
existing projects, particularly with regard to environmental
regulatory compliance, if Covanta issues additional debt, or if
all or a part of Holding's NOLs become unavailable to Covanta.

Ratings upgraded:

   * Speculative Grade Liquidity rating to SGL-1 from SGL-2

Ratings assigned:

   * $140 million first lien delayed draw term loan, B1

Ratings affirmed:

   * $229 million first lien term loan, B1

   * $100 million first lien revolving credit facility, B1

   * $320 million first lien synthetic letter of credit facility,      
     B1

   * $260 million second lien term loan, B2

Covanta Energy Corporation, headquartered in Fairfield, New
Jersey, is primarily a waste-to-energy company with other
operations in independent power production and water and
wastewater treatment.  Parent company Covanta Holding Corporation
has additional operations in insurance.


DANA CORP: Asks Court to Direct Sypris to Continue Parts Supply
---------------------------------------------------------------
Dana Corporation entered into several supply contracts with
Sypris Technologies, Inc.:

   1. The Marion Contract -- an eight-year supply contract
      between the parries for the products that had been produced
      at Marion Forge, principally axle shaft forgings and ring
      gear and pinion forgings.  In 2001, Dana sold its interests
      to Sypris in Marion Forge, which Dana had acquired in 1998
      from Eaton Corporation.

   2. The Morganton Contract -- an eight-year supply contract
      between the parties for the casting products that had
      previously been produced by Dana's Morganton, North
      Carolina, facility.  Sypris purchased the Morganton
      facility in 2001.

   3. The Toluca Contract -- an eight-year supply contract
      between the parties where Sypris was to supply Dana with
      large steer axle beams and other products, in connection
      with Sypris' purchase of Dana's Toluca, Mexico facility.

The parties have also entered into a series of additional
contracts for the purchase of certain of Dana's fixed assets.

During the course their relationship, Dana and Sypris entered
into a number of amendments to the Supply Contracts, Corinne
Ball, Esq., at Jones Day, in New York, relates.  The amendments
ranged from adding additional parts to the Supply Contracts and
establishing prices of the added parts to extending the term of
the Marion Supply Contract through December 2014.

In 2005, Sypris expressed concerns about Dana's ability to pay
for the products supplied.  Based on those concerns, Dana and
Sypris entered into a Temporary Payment Assurances Agreement.
The parties agreed that:

   * From Dec. 19, 2005, through April 18, 2006, Dana would
     pay Sypris on a weekly basis by automatic clearing house
     transfer;

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

   * Any default of the TPAA would automatically extend the terms
     of the Probationary Period by 120 days; and

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

However, on Dana and its debtor-affiliates' bankruptcy filing,
Sypris informed the Debtors that it would not ship any products to
Dana's facilities unless Dana agreed to certain terms.  Ms. Ball
informs the Court that at various times, Sypris conditioned its
shipment of parts on Dana's agreement to pay for the parts in
advance.  At other times, Sypris demanded either that Dana pay
certain prepetition claims or assume the Supply Agreements.

Ms. Ball states that the Debtors' continued ability to purchase
parts from Sypris is essential if they are to continue to service
its customers and, ultimately, successfully emerge from Chapter
11.

Dana has been and will continue to be harmed by Sypris'
unilateral alteration of the TPAA, Ms. Ball emphasizes.  If the
Debtors do not receive parts from Sypris, the Debtors will suffer
catastrophically by not being able to fulfill their contractual
obligations with original equipment manufacturing customers.

If the Debtors accede to Sypris' unlawful demands, they will be
required to borrow substantial funds under the DIP facility in
order to pay Sypris in advance, Ms. Ball says.  To pay Sypris on
its accelerated payment terms, the Debtors may be required to
divert funds otherwise designated to be used for other necessary
business purposes.

Accordingly, the Debtors ask the Court to:

   (a) enjoin Sypris from violating the terms of the TPAA and the
       Supply Agreements;

   (b) require Sypris to ship parts to then pursuant to the TPAA
       and the Supply Agreements; and

   (c) award them actual, consequential and punitive damages as
       well as fees and costs.

                      About Dana Corporation

Based 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 March 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 CORPORATION: Demands James Tool's Continued Parts Supply
-------------------------------------------------------------
On Dec. 23, 2003, Dana Corporation and James Tool, Machine and
Engineering, Inc., entered into a Supply Agreement.  James Tool
supplied Dana with parts and other products.  On Nov. 5, 2005, the
parties extended the terms of the Agreement through Feb. 28, 2012.

Pursuant to the Agreement, James Tool may invoice Dana for each
shipment of Parts and Dana will pay each invoice within 62 days
after the date of that invoice.

However, on Dana's bankruptcy filing, James Tool informed Dana
that it would not ship any products to Dana's facilities in the
United States and Mexico, unless Dana agreed to terms that
were both far outside the Agreement and violative of the
Bankruptcy Code, Corinne Ball, Esq., at Jones Day, in New York,
argues.

At various times, James Tool conditioned its shipment of parts to
Dana on Dana's agreement to pay for the parts in advance, as
opposed to the 62-day payment term, Ms. Ball notes.

Dana often intentionally keep low levels of raw materials
and component parts to minimize storage and warehousing costs and
to limit the amount of funds that are tied up in the inventory,
Ms. Ball relates.  It is not unusual for Dana to have little or no
finished inventory of a particular product on hand ready for sale
and shipment to its customers.  Thus, an interruption in Dana's
supply chain will quickly ripple through the system and result in
interruptions in the manufacturing process of Dana's original
equipment manufacturing customers.

Ms. Ball argues that by its attempt to unilaterally alter the
terms of the Agreement and by demanding that Dana alter the terms
of the Agreement by paying for Parts on a cash-in-advance basis,
James Tool has:

   -- violated the automatic stay; and

   -- usurped Dana's right and violated Section 365 of the
      Bankruptcy Code.

Section 365 gives Dana the sole discretion to assume or reject
any executory contract, and provides that pending the assumption
or rejection of an executory contract, the non-debtor is bound by
the contract's terms.

Dana and its debtor-affiliates would be irreparably harmed if
James Tool were not enjoined from violating the terms of the
Agreement, Ms. Ball adds.  A temporary interruption in the
manufacturing process would:

   -- permanently affect the Debtors' ability to honor existing
      supply agreements and contractual obligations;

   -- harm their relationships with their customers; and

   -- severely hinder their ability to successfully emerge from
      Chapter 11.

Thus, the Debtors ask the U.S. Bankruptcy Court for the Southern
District of New York to:

   (a) enjoin James Tool from violating the terms of the
       Agreement;

   (b) require James Tool to ship parts to them pursuant to the
       Agreement; and

   (c) award them actual, consequential and punitive damages as
       well as other fees and costs.

                      About Dana Corporation

Based 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: Panel Gets Court Okay on Information-Sharing Protocol
----------------------------------------------------------------
Effective as of March 10, 2006, the Honorable Burton R. Lifland of
the U.S. Bankruptcy Court for the Southern District of New York:

   (a) deems the Official Committee of Unsecured Creditors in
       Dana Corporation and its debtor-affiliates' chapter 11
       cases to be in compliance with Section 1102(b)(3) of the
       Bankruptcy Code as a result of the implementation of the
       information-sharing procedures; and

   (b) finds that the Committee is not required to share the
       Debtors' Confidential Information with its constituents.

The Debtors will assist the Committee in identifying any
confidential, proprietary, or non-public information related to
them that is provided to the Committee.

As reported in Troubled Company Reporter on June 5, 2006, the
Committee sought the Court's authority to establish and maintain a
Web site to make certain non-Confidential Information available to
general unsecured creditors.

The information available on the Committee Web site will include:

   (a) the Debtors' bankruptcy filing;

   (b) the case number;

   (c) the contact information for the Debtors and any
       information hotlines that they establish, the Debtors'
       counsel and the Committee counsel;

   (d) the voting deadline with respect to any plan filed in
       the Debtors' cases;

   (e) access to the claims docket as and when established by the
       Debtors or any claims and noticing agent retained in the
       Debtors' cases;

   (f) a general overview of the Chapter 11 process;

   (g) press releases, if any, issued by the Committee or by the
       Debtors;

   (h) links to other relevant Web sites -- e.g. the Debtors'
       corporate Web site, the Bankruptcy Court Web site and the
       Web site of the Office of the United States Trustee; and

   (i) any other information that the Committee, in its sole
       discretion, deems appropriate, subject to certain
       restrictions and limitations.

In addition, the Committee will establish an e-mail address to
allow unsecured creditors to send questions and comments in
connection with the Debtors' cases.  A link to this e-mail
address will be made available on the Committee Web site.

Based 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).


DELPHI CORP: Equity Panel Balks at Planned GM Contracts Rejection
-----------------------------------------------------------------
The Official Committee of Equity Security Holders of Delphi
Corporation and its debtor-affiliates object to the Debtors'
request to reject their executory supply contracts with General
Motors Corporation.  The Committee wants to obtain discovery
necessary to allow it to evaluate the Rejection Motion.

As reported in the Troubled Company Reporter on April 7, 2006, the
Debtors asked the U.S. Bankruptcy Court for the Southern District
of New York for authority to reject the supply contracts.

The Debtors are restructuring their unprofitable supply
relationships with GM.  After studying the deteriorating financial
health of their U.S. operations, the Debtors identified 21
operational sites that generate significant, and increasing,
operating losses.  The sites, which primarily produce parts for GM
vehicles, are projected to generate $2.1 billion in operating
losses in 2006.

                   Equity Committee Objection

"The Equity Committee understands that the Debtors have taken the
position that to obtain discovery a party must have filed an
objection to the Motion," Bonnie Steingart, Esq., at Fried, Frank,
Harris, Shriver & Jacobson LLP, in New York, says.

Ms. Steingart tells the Court that the Rejection Motion presented
limited facts.

The Equity Committee reserves its right to supplement the
Objection.

                  SPS Asks Court to Defer Ruling

SPS Technologies, LLC, provides parts to Delphi prior to the
Petition Date.  As of the Petition Date, Delphi owed SPS not less
than $1,100,000 in the aggregate.

SPS supplies parts to Delphi pursuant to numerous purchase
orders, including PO's for parts which are ultimately sold to GM.

Despite its best efforts, SPS has not been able to cross
reference the GM part numbers to Delphi part number to SPS part
number, Robert Szwajkos, Esq., at Curtin & Heefner, LLP, in
Morrisville, Pennsylvania, relates.  As a result, SPS has not
been able to determine if it would be affected by the rejection
of the GM Contracts.

SPS has written to Delphi requesting information to cross-
reference the GM part numbers to the Debtors' and SPS' part
numbers.  Delphi is in the process of responding to the request,
according to Mr. Szwajkos.

Until SPS has had an opportunity to determine if SPS is affected
at all by the contract rejection, the Court should take no action
in respect to the GM Parts, Mr. Szwajkos asks Judge Drain.

Based in Troy, Mich., 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: Shareholders Block Executives' Move to Dismiss Suit
----------------------------------------------------------------
Before Delphi Corporation and its debtor-affiliates filed for
bankruptcy, Delphi Corporation's shareholders filed a class action
in the United States District Court for the Eastern District of
Michigan, due to alleged fraud and misrepresentation of the
company's financial situation.

The complaint charges Delphi and certain of its officers and
directors with violations of the Securities Exchange Act of 1934.

The defendants, which include Delphi executives J.T. Battenberg  
and Alan Dawes, have sought to dismiss the case, Bloomberg News  
reports.

The Defendants argue that there was no evidence of wrongdoing.

The shareholders want the District Court to deny the Motion to  
Dismiss.  "We believe the case should move forward against all of  
the defendants, so that all of the facts regarding the Delphi  
debacle can be illuminated and those investors made whole for  
their losses," John S. Coffey, Esq., at Bernstein Litowitz Berger  
and Grossmann LLP, attorney for the shareholders, told Bloomberg.

The complaint was filed after Delphi reported to the Securities  
and Exchange Commission that it overstated cash flow and pre-tax  
income in their reports, Bloomberg's Margaret Cronin Fisk  
relates.

The SEC and the United States Justice Department are currently
investigating Delphi's accounting practices.

Based in Troy, Mich., 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: Toledo Trustee Wants Stay Lifted to Pursue Lawsuit
---------------------------------------------------------------
Ericka S. Parker asks the U.S. Bankruptcy Court for the Southern
District of New York to lift the automatic stay to allow her to
continue asserting counterclaims against Delphi Automotive
Systems, Inc., in a pending litigation before the United States
Bankruptcy Court for the Northern District of Ohio.

Ms. Parker was duly appointed as Chapter 7 Trustee with respect to
the bankruptcy filing of Toledo Professional Temps, Inc., formerly
known as Flex-Tech Professional Services, Inc.

On April 8, 2004, Delphi filed an adversary proceeding against the
Chapter 7 Trustee for declaratory judgment to receive a judicial
determination of various issues under a certain settlement
agreement by and between Delphi, Flex-Tech and an alleged
affiliate of Flex-Tech known as Initial Transfer, Inc.

Delphi sought a ruling that the payments due from Delphi to third
parties under the Settlement Agreement are not property of the
Flex-Tech bankruptcy estate.

The Chapter 7 Trustee alleged that Initial Transfer was formed by
Flex-Tech's principal for the sole purpose of being the fraudulent
transferee of Flex-Tech with respect to all of its assets.  The
Settlement Agreement provided for certain payments to be made to
three non-parties -- REM, Northwest, and Comptrol -- and to
Initial Transfer.  The Chapter 7 Trustee alleged that she was
entitled to all payments due under the Settlement Agreement.

Because of concerns that the Flex-Tech litigation would impact the
rights of the non-parties, Delphi amended the Complaint to include
an interpleader count, thereby joining creditors Northwest,
Comptrol, and REM as parties to the pending adversary proceeding.  

In the Amended Complaint, Delphi sought relief in the nature of
interpleader with respect to the amounts it agreed are due to
Comptrol.

Comptrol has asserted a first right to those funds.  Neither
Northwest nor REM has answered the Amended Complaint.

The Chapter 7 Trustee reached an agreement resolving her various
claims against Initial Transfer and its principal.  The settlement
provides that Initial Transfer has transferred to the Chapter 7
Trustee all of its rights under the Settlement Agreement, and
those rights will be administered as part of Flex-Tech's
bankruptcy estate.   

As a result of the settlement, the Chapter 7 Trustee now owns the
right to enforce the Settlement Agreement on behalf of Initial
Transfer.

Delphi sought summary judgment in the Flex-Tech litigation on  
November 4, 2005.  That motion is presently decisional in the  
Ohio Bankruptcy Court, but the Chapter 7 Trustee has advised the  
Ohio Bankruptcy Court of her intention to seek stay relief from  
the New York Bankruptcy Court.

Patricia B. Fugee, Esq., at Roetzel & Andress, LPA, in Toledo,  
Ohio, asserts that if Delphi were free to pursue the Flex-Tech  
Litigation, but the Chapter 7 is limited in her ability to do so,  
there would, at best, be a partial resolution of the issues  
surrounding the underlying Settlement Agreement.

In addition, it is clear that because Delphi wants to pursue the  
Flex-Tech Litigation, lifting the stay will not interfere with  
the Debtors' bankruptcy cases, Ms. Fugee notes.

Ms. Fugee maintains that because the Ohio Bankruptcy Court is  
familiar with the Flex-Tech Litigation and related bankruptcy  
issues, allowing the Chapter 7 Trustee to prosecute her  
counterclaims in that Court would lead to an expeditious  
resolution of the issues raised.   

"Inasmuch as Delphi wishes to proceed with the Flex-Tech  
Litigation, the balance of the harms tips significantly in favor  
of ensuring that [the Chapter 7 Trustee] has a full and complete  
ability to counter Delphi's allegations," Ms. Fugee says.

Based in Troy, Mich., 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: Court Establishes August 21 as Claims Bar Date
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set August 21, 2006, at 5:00 p.m., as the deadline for all
creditors owed money by Delta Air Lines, Inc., and its debtor-
affiliates, on account of claims arising prior to September 14,
2006, to file their proofs of claims.

Creditors must file written proofs of claim on or before the
August 21 Claims Bar Date and those forms must be delivered to:

         United States Bankruptcy Court
         Southern District of New York
         Delta Claims Processing Center,
         Bowling Green Station
         P.O. Box 5016
         New York, New York 10274-5016

or overnight courier:

         United States Bankruptcy Court,
         Southern District of New York,
         Delta Claims Processing Center,
         One Bowling Green, Room 534,
         New York, New York 10004-1408



                         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 Lines
Bankruptcy News, Issue No. 34; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


DELTA AIR: Closes Florida and Alabama Reservation Call Centers
--------------------------------------------------------------
Delta Air Lines, Inc., will close its reservation call centers in
Miramar, Florida, and Montgomery, Alabama, on Sept. 1, 2006, Gina
Laughlin, Delta's spokesperson, said in an interview with
Bloomberg News.

The closing of the two call centers, which will affect 650
workers, will enable Delta to save about $2,700,000 a year.

The affected workers can seek transfers to other jobs at Delta or
accept severance packages, Ms. Laughlin said.

Delta has about 6,000 employees in its reservation department.  
The company did not disclose the number of Florida and Alabama
workers that will move to new jobs at Delta or other reservation
centers.

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 Lines
Bankruptcy News, Issue No. 34; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


DOMINICK GALLUZZO: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Dominick Galluzzo
        145 Nedellee Drive
        Saddle Brook, New Jersey 07663

Bankruptcy Case No.: 06-15392

Chapter 11 Petition Date: June 15, 2006

Court: District of New Jersey (Newark)

Debtor's Counsel: Bruce Levitt, Esq.
                  Levitt & Slafkes, P.C.
                  76 South Orange Avenue, Suite 305
                  South Orange, New Jersey 07079
                  Tel: (973) 313-1200

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Local 282 Pension Trust Fund                             $338,712
2500 Marcus Avenue
Lake Success, NY 11042

Mariner's Bank                                           $187,126
721 Route 202-206
P.O. Box 1018
Somerville, NJ 08876-1018

Lumbermens Mutual Cas. Co.                               $136,700
Attn: Angela M. Scafuri, Esq.
Bressler, Amery & Ross, P.C.
325 Columbia Turnpike
Florham Park, NJ 07932

Herrick, Feinstein LLP                                    $55,403

Tilcon of New York, Inc.                                  $42,674

Thedore King                                              $33,872

Sovereign Bank                                            $29,900

Hackensack Medical Center                                 $16,188

Englewood Hospital and                                     $9,658
Medical Center

Paragon Fed Credit Unit            Automobile              $9,580

California Department of Labor                             $8,826

Elan Financial Services            Charge Account          $5,939

Us Bk Rms Cc                                               $5,856

Lvnv Funding                                               $4,449

Elmwood Ford                                               $3,798

Public Service Electric & Gas Co.                          $3,130

Cap One Bank                                               $1,831

Hackensack Anesthesia Association                          $1,715

Valley Home Care, Inc.                                     $1,503


DURATEK INC: Merger Completion Cues Moody's to Withdraw Ratings
---------------------------------------------------------------
Moody's Investors Service withdrew the ratings of Duratek, Inc.  
Moody's withdrew these ratings following the completion of the
$396 million acquisition by EnergySolutions, LLC.

These ratings were affected:

    * The B1 rating on the $30 million secured revolving credit
      facility due 2008;

    * The B1 rating on the $69 million secured term loan B due
      2009;

    * The B1 Corporate Family Rating.

Duratek, Inc, with 2005 revenues of $281 million provides secure
radioactive materials disposition and nuclear facility operations
for commercial and government customers.  EnergySolutions is based
in Salt Lake City, Utah, and provides nuclear waste management
services and solutions.  The combined organization will manage
over 2000 employees in 40 states and internationally.
EnergySolutions is owned by a private investor group led by
Lindsay Goldberg & Bessemer, Peterson Partners and Creamer
Investments.


EAGLE FINANCE: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Eagle Finance, LLC
        dba Microtel Inn and Suites
        5635 Chemin de Vie, Northeast
        Atlanta, Georgia 30342

Bankruptcy Case No.: 06-66404

Type of Business: The Debtor offers personal loan assistance and
                  other financial services.  It previously filed
                  for chapter 11 protection on August 29, 2003
                  (Bankr. N.D. Ga. Case No. 03-99310).

Chapter 11 Petition Date: June 5, 2006

Court: Northern District of Georgia (Atlanta)

Judge: Paul W. Bonapfel

Debtor's Counsel: John M. McGovern, Esq.
                  McGovern Law Firm
                  7000 Miller Court East
                  Norcross, Georgia 30071
                  Tel: (678) 221-6204

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Guest Distribution Services, LLC   Food & Beverage         $4,479
P.O. Box 824700
Philadelphia, PA 19182

RedSky IT                          Software                $3,961
1 Cragwood Road, Suite 202
South Plainfield, NJ 07080

Lodgenet Entertainment Corp.       Satellite T.V.          $2,827
P.O. Box 952141
St. Louis, MO 63195

Krispy Kreme                       Food & Beverage         $2,142

VingCard Elsafe                    Security                $1,565

Waffles of Georgia, Inc.           Food & Beverage         $1,403

Otis Spunkmeyer, Inc.              Food & Beverage         $1,319

Thyssenkrupp                       Repair Services         $1,253

Rhinotek Computer Products         Supplies                  $938

Galanti & Company                  Accounting and            $920
                                   Tax Services

Buford Plumbing, Inc.              Plumbing                  $730

Full Circle Rest. and              Repair Services           $687
Construction Services, Inc.

Coffecol, Inc.                     Food & Beverage           $548

T.C. Lock & Door, Inc.             Repair Services           $530

Dispensing Systems of Georgia      Food & Beverage           $517

MCI, Inc.                          Communications            $413

RGI Publications, Inc.             Supplies                  $372

Coordinated Systems & Supplies     Supplies                  $366


EAGLE POINTE: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Eagle Pointe Ltd. Dividend Housing Association L.P.
        3900 Edison Lakes Parkway, Suite 201
        Mishawaka, Indiana 46545

Bankruptcy Case No.: 06-30695

Chapter 11 Petition Date: June 14, 2006

Court: Northern District of Indiana (South Bend Division)

Debtor's Counsel: James E. Carlberg, Esq.
                  Jeanette Eisan Hinshaw, Esq.
                  Bose, McKinney & Evans LLP
                  2700 First Indiana Plaza
                  135 North Pennsylvania Street
                  Indianapolis, Indiana 46204
                  Tel: (317) 684-5000
                  Fax: (317) 684-5173

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
TCF National Bank                Secured Claim       $4,909,543
401 East Liberty Street
Ann Arbor, MI 48104

Arbors at Eagle Pointe           Trade Debt            $360,292
Apartments, LLC
3900 Edison Lakes Parkway
Suite 201
Mishawaka, IN 46544

Full House Marketing             Trade Debt              $1,411
32780 Grand River Avenue
Suite 209
Farmington, MI 48336

Alfrita Woodruff                 Tenant Deposit          $1,142

Wilmar-Atlanta                   Trade Debt                $727

Steve W. Lillard                 Tenant Deposit            $638

H&R Maintenance Co. Inc.         Trade Debt                $625

DTE Energy                       Utility                   $586

Mohamed Farah                    Tenant Deposit            $431

LaMarr Ashford                   Tenant Deposit            $310

Andrew Hire                      Tenant Deposit            $300

Paul Harbrecht                   Tenant Deposit            $299

Poonandeep Kapoor                Tenant Deposit            $285

Maintenance USA                  Trade Debt                $205

Ikon Office Solution Inc.        Trade Debt                $170

Donella Hale                     Tenant Deposit            $141

Cintas Corp. - Westland          Uniforms                   $29

Federal Express-Pittsburg        Trade Debt                 $17

Stadium Hardware                 Trade Debt                 $10


EATON FERRY: GE Seeks Information on Whereabouts of Collateral
--------------------------------------------------------------
GE Commercial Distribution Finance Corporation, fka Transamerica
Commercial Finance Corporation, asks the U.S Bankruptcy Court for
the Middle District of North Carolina in Durham for permission to
investigate Eaton Ferry Sales & Service, Inc., and its debtor-
affiliates pursuant to Rules 2004 and 9016 of the Federal Rules of
Bankruptcy Procedure.  GE Commercial is successor in interest to
Bombardier Capital, Inc.

GE Commercial wants to obtain documents and records, and conduct
an examination concerning the acts, conduct, property, liabilities
and financial condition of the Debtors and matters relating to the
transfer of certain property of the Debtors' estates.

John D. Burns, Esq., at Hunton & Williams, LLP, tells the Court
that the Debtors sold over $1.3 million of GE Commercial
collateral without forwarding payment to GE Commercial or
providing adequate assurances that payment would be made.  In an
inspection made in November 2005, GE Commercial also learned that
the Debtors no longer possessed a sufficient amount of the
collateral to satisfy the outstanding debt due to GE Commercial.

In particular, GE Commercial wants access to:

    a) all boat sales contracts and boat sales invoices from
       January 1, 2004 to present;

    b) 2003, 2004 and 2005 federal and state tax returns for the
       Debtors;

    c) all balance sheets and financial statements prepared by or
       on behalf of the Debtors from January 1, 2004 to present,
       whether audited or unaudited;

    d) all bank statements, including cancelled checks and deposit
       slips or receipts, for any bank accounts held in the names
       of any of the Debtors or used by any of the Debtors from
      January 1, 2004 to present;

   e) all QuickBooks files and other financial information for
      each of the Debtors; and

   f) All documents and records related to accounts payable or
      other obligations of any of the Debtors, including but not
      limited to any payables files, invoices, memoranda,
      correspondence to or from any creditors of any of the
      Debtors reflecting an obligation owed by any of the Debtors.

In addition, GE Commercial also wants to examine Kaye Powell, who
served as bookkeeper an accountant for the Debtors two years prior
to their bankruptcy filing.  Mr. Burns says that Ms. Powell can
provide information that will allow GE Commercial to better
understand what happened to its collateral and the proceeds from
its collateral.

The Court will convene a hearing at 9:30 a.m. on June 22, 2006, at
The Durham Centre, Courtroom - First Floor, 300 West Morgan Street
in Durham, North Carolina to consider GE Commercial's request.

Headquartered in Littleton, North Carolina, Eaton Ferry Sales &
Service, Inc. -- http://www.eatonferry.com/-- sells boats and   
offers boat servicing and storage.  The Company and its debtor-
affiliates filed for chapter 11 protection on Jan. 10, 2006
(Bankr. M.D.N.C. Case No. 06-80033).  Richard M. Hutson, II, Esq.,
at Hutson Hughes & Powell, P.A., represent the Debtors.  When the
Debtors filed for protection from their creditors, they estimated
assets between $1 million and $10 million and estimated debts
between $10 million and $50 million.


EATON FERRY: Judge Stocks Converts Case to Chapter 7 Liquidation
----------------------------------------------------------------
The Honorable William L. Stocks of the U.S. Bankruptcy Court for
the Middle District of North Carolina in Durham converted Eaton
Ferry Sales & Service, Inc., and its debtor-affiliates' chapter 11
bankruptcy cases into liquidation proceedings under chapter 7 of
the Bankruptcy Code on June 2, 2006.  At the same time, Judge
Stocks appointed Sara Conti as the Debtors' chapter 7 trustee.

Michael D. West, Esq., the former Bankruptcy Administrator in the
Debtors' chapter 11 cases, requested for the conversion to chapter
7.  Mr. West argued that neither a sale nor a plan of liquidation
under Chapter 11 would be practical or an efficient means of
liquidating the remaining assets of the Debtors given the enormity
of their debt and the lack of business operations.  He further
asserted that allowing the cases to continue under chapter 11
would cause further loss and diminution of the estate.

Headquartered in Littleton, North Carolina, Eaton Ferry Sales &
Service, Inc. -- http://www.eatonferry.com/-- sells boats and   
offers boat servicing and storage.  The Company and its debtor-
affiliates filed for chapter 11 protection on Jan. 10, 2006
(Bankr. M.D.N.C. Case No. 06-80033).  Richard M. Hutson, II, Esq.,
at Hutson Hughes & Powell, P.A., represent the Debtors.  When the
Debtors filed for protection from their creditors, they estimated
assets between $1 million and $10 million and estimated debts
between $10 million and $50 million.


EATON FERRY: Section 341 Meeting Slated for July 14
---------------------------------------------------
A meeting of Eaton Ferry Sales & Service, Inc., and its debtor-
affiliates' creditors will be held at 9:00 a.m., on July 14, 2006,
at the Creditors Meeting Room, in Durham, North Carolina.  This is
the first meeting of creditors after the Debtors' chapter 11 case
was converted to a chapter 7 proceeding.

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

Bankruptcy cases in North Carolina are not under the jurisdiction
of the United States Trustee Program.  Questions regarding
bankruptcy cases filed in North Carolina should be directed to:

       The Administrative Office of the U.S. Courts
       Bankruptcy Judges Division
       1 Columbus Circle, N.E., Suite 4-250
       Washington, D.C. 20544
       Phone: 202-502-1900

Headquartered in Littleton, North Carolina, Eaton Ferry Sales &
Service, Inc. -- http://www.eatonferry.com/-- sells boats and   
offers boat servicing and storage.  The Company and its debtor-
affiliates filed for chapter 11 protection on Jan. 10, 2006
(Bankr. M.D.N.C. Case No. 06-80033).  Richard M. Hutson, II, Esq.,
at Hutson Hughes & Powell, P.A., represent the Debtors.  When the
Debtors filed for protection from their creditors, they estimated
assets between $1 million and $10 million and estimated debts
between $10 million and $50 million.


EGENE INC: Reports 2006 First Quarter Financial Results
-------------------------------------------------------
eGene, Inc., reported a $164,000 net loss on $507,121 of revenues
for the three months ended March 31, 2006, compared to a $266,366
net loss on $274,151 of revenues for the same period in 2005.  The
Company increased its revenue 85% from one year ago.

In the quarter, the company used its resources for research and
development applications of its HDA system platform, especially
considering the current urgent need in the biological detection
market.  Detection of the influenza A virus (known as the avian or
"bird" flu virus) is a major focus at the present time for the
company.  As an acute respiratory infection, rapid detection of
the influenza A virus is important and the company has announced
that its HDA-GT12(TM) Genetic Analyzer is capable of detecting
this virus in as little as six minutes or at a sample analysis
rate of two samples per minute.

In addition to its own product development research, the company
noted that many of the users of its system have started to publish
results in peer-reviewed scientific journals that are providing
third-party endorsements of the advantages of using the eGene HDA
system in genetically related research work.

eGene noted that total expenses for the quarter were $490,900
which was $84,142 higher than those incurred one year earlier.  
The major expense increases were $78,000 for non-cash expenses
associated with stock option expenses and warrants issued for
services. The company anticipates that selling and marketing
expenses are expected to increase as it carries out its planned
amplified sales effort.

At March 31, 2006, the Company's balance sheet showed $1.6 million
in total assets and $679,576 in total liabilities.  As of March
31, 2006, the Company had an accumulated deficit of $4.7 million.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?b6f

Based in Irvine, Calif., eGene, Inc. -- http://www.egeneinc.com/
-- focuses its core technologies of capillary electrophoresis,
microfluidics, liquid handling and automation to develop and
manufacture low-cost microfluidic, miniaturized digital analyzer
systems, software and consumables for biological materials testing
applications.  These products detect, quantify, identify and
characterize DNA and RNA at high rates of specificity and
sensitivity while automating routine and non-routine laboratory
and industrial procedures critical to product safety, development
quality and productivity.

                            *    *    *

                           Going Concern

Mantyla McReynolds LLC expressed doubt about eGene, Inc.'s ability
to continue as a going concern after auditing the Company's 2005
financial statements.  The auditing firm pointed to the Company's
accumulated losses and recurring negative cash flows from
operations at Dec. 31, 2005.  At Dec 31. 2005, the Company
reported that it had an accumulated deficit of $4,525,240.  For
the year ended Dec. 31, 2005, the company reported a net loss of
$857,052 compared to a net loss of $1,206,290 for the year ended
Dec. 31, 2004.


ENTI INC: Case Summary & 44 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Enti, Inc.
        8040 East Gary Road
        Scottsdale, Arizona 85260
        Tel: (480) 948-8686

Bankruptcy Case No.: 06-01718

Debtor-affiliate filing separate chapter 11 petition on
June 14, 2006:

      Entity                           Case No.  
      ------                           --------
      WJG-038 Trust                    06-01758

Debtor-affiliates that filed separate chapter 11 petitions on
June 13, 2006:

      Entity                           Case No.  
      ------                           --------
      Entertainment 2000, LLC          06-01741
      Enti Capital, LLC                06-01743
      Sierra Vista 3033, LLC           06-01744

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   Estimated Debts
                             ----------------   ---------------
   Enti, Inc.                $100,000 to        $10 Million to
                             $500,000           $50 Million

   Peak Enti, LLC            $1 Million to      $500,000 to
                             $10 Million        $1 Million

   Global Grounds            Less than          $500,000 to
   Greenery, LLC             $50,000            $1 Million

   Entertainment 2000, LLC   $10 Million to     $10 Million to
                             $50 Million        $50 Million

   Enti Capital, LLC         Less than          $10 Million to
                             $50,000            $50 Million

   Sierra Vista 3033, LLC    $100,000 to        Less than
                             $500,000           $50,000

   WJG-038 Trust             $10 Million to     $10 Million to
                             $50 Million        $50 Million

A. Enti, Inc., Entertainment 2000, LLC, and Sierra Vista 3033,  
   LLC's list of their 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

B. Peak Enti, LLC and Global Grounds Greenery, LLC's list of their  
   Four Largest Unsecured Creditors:

   Entity                       Nature of Claim      Claim Amount
   ------                       ---------------      ------------
Hebert Schenk P.C.              Attorney's Fees           Unknown
4742 North 24th Street
Suite 100
Phoenix, AZ 85016-4859

Lunds, Danis, WSL, et. Al.      Lawsuit                   Unknown
c/o Martin R. Galbut, Esq.
2425 East Camelback Road
Suite 1020
Phoenix, AZ 85016-4216

Peter S. Davis                  Lawsuit                   Unknown
Simon Consulting LLC
3200 North Central Avenue
Suite 850
Phoenix, AZ 85012

Simpsons; Simpson Trust         Lawsuit                   Unknown
Bryans
c/o Brian Cabianca, Esq.
40 North Central Avenue
Suite 2700
Phoenix, AZ 85004-4440

C. Enti Capital, LLC and WJG-038 Trust's list of their 20 Largest
   Unsecured Creditors:

   Entity                       Nature of Claim      Claim Amount
   ------                       ---------------      ------------
Harriet D. Brewster             Promissory Note        $5,850,000
Foundation
Robert J. Rosepink, Trustee
7373 North Scottsdale Road
Suite E200
Scottsdale, AZ 85253

Marsh Family Trust              Promissory Note        $4,000,000
C. Douglas & Patricia A. Marsh
11884 East Charter Oak Cir.
Scottsdale, AZ 85259

Ashley Limited Switzerland      Promissory Note        $3,539,965
Peter McQuaid
9785 East Miramonte
Scottsdale, AZ 85262

TH-98R, LLC                     Promissory Note        $3,400,000
c/o 301 East Virginia Avenue
Suite 3300
Phoenix, AZ 85004-1218

Gates-04, LLC                   Promissory Note        $2,580,000
c/o 301 East Virginia Avenue
Suite 3300
Phoenix, AZ 85004-1218

Sights & Sounds LLC             Promissory Note        $2,108,500
Sallye B. Schumacher
8101 North Mummy Mountain Road
Paradise Valley, AZ 85253

Invest-97, LLC                  Promissory Note        $1,720,000
c/o 301 East Virginia Avenue
Suite 3300
Phoenix, AZ 85004-1218

Gail Lynn Bryan CLAT - II       Promissory Note        $1,000,000
Gail L. Bryan, Trustee
22 Biltmore Estates
Phoenix, AZ 85016

Virginia M. Simpson             Promissory Note        $1,000,000
Family Trust
Harold A. Simpson
6378 Camino De La Costa
La Jolla, CA 92037

Gates-95, LLC                   Promissory Note          $900,000
c/o 301 East Virginia Avenue
Suite 3300
Phoenix, AZ 85004-1218

McQuaid, Peter & First          Promissory Note          $785,187
International Bank & Trust
Peter McQuaid IRA
9785 East Miramonte Drive
Scottsdale, AZ 85262

Greening 1999 Charitable        Promissory Note          $750,000
Remainder Trust
7373 North Scottsdale Road
Suite E200
Scottsdale, AZ 85253

Silverlynx Development LLC      Promissory Note          $650,000
Lawrence W. Crawford
6861 Terre Vista
Tucson, AZ 85750

Manuel N. and                   Promissory Note          $600,000
Sandra J. Rodriquez
Revocable Trust
M. Rodriquez, Trustee
10401 North 100th Street
Suite #7
Scottsdale, AZ 85258

Barbara and Henry Wick III      Promissory Note          $550,000
6601 East Indian Bend Road
Scottsdale, AZ 85253

OSC-95, LLC                     Promissory Note          $540,000
c/o 301 East Virginia Avenue
Suite #3300
Phoenix, AZ 85004-1218

Donald A. Simpson CLAT          Promissory Note          $500,000
Gail L. Bryan, Trustee
22 Biltmore Estates
Phoenix, AZ 85016

Gail Lynn Bryan CLAT - I        Promissory Note          $500,000
Gail L. Bryan, Trustee
22 Biltmore Estates
Phoenix, AZ 85016

Rhode Island LLC                Promissory Note          $500,000
Robert J. Rosepink
7373 North Scottsdale Road
Suite 3200
Scottsdale, AZ 85253

Robert W. Simpson CLAT          Promissory Note          $500,000
Gail L. Bryan, Trustee
22 Biltmore Estates
Phoenix, AZ 85016


EXIDE TECHNOLOGIES: Wants Delaware Local Rule 3007-1(f)(i) Waived
-----------------------------------------------------------------
Exide Technologies and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to waive Local Rule
3007-1(f)(i) so that they may file a "Common Issue Objection"
against more than 150 claims, if the claims share a common defect
or threshold issue.

Rule 3007-1(f)(i) of the Local Rules of Bankruptcy Practice and
Procedure of the U.S. Bankruptcy Court for the District of
Delaware provide that a substantive objection may be filed with
respect to no more than 150 claims.

The Debtors say that it wants Local Rule 3007-1(f)(i) waived in
order to streamline claim objections and improve the efficiency of
the claims reconciliation process,.

Sandra G. M. Sezer, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub LLP, in Wilmington, Delaware, relates that the relief
requested will:

    -- allow for a faster disposition of the Common Issue
       Claims;

    -- give the Reorganized Debtors more time and resources to
       devote to the disposition of remaining claims; and

    -- preserve the resources of the Court as it will be spared
       from using multiple, duplicative rulings spread out over
       months pertaining to identical legal principles.

                           About Exide

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- is the worldwide   
leading manufacturer and distributor of lead acid batteries and
other related electrical energy storage products.  The Company
filed for chapter 11 protection on Apr. 14, 2002 (Bankr. Del. Case
No. 02-11125).  Matthew N. Kleiman, Esq., and Kirk A. Kennedy,
Esq., at Kirkland & Ellis, represented the Debtors in their
successful restructuring.  Exide's confirmed chapter 11 Plan took
effect on May 5, 2004.  On April 14, 2002, the Debtors listed
$2,073,238,000 in assets and $2,524,448,000 in debts.  (Exide
Bankruptcy News, Issue No. 86; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FULTON STREET: Fitch Affirms $6.1 Million Class C Notes' B Ratings
------------------------------------------------------------------
Fitch Ratings affirmed six classes of notes issued by Fulton
Street CDO, Ltd. and its co-issuer Fulton Street CDO Funding Corp.

   -- $178,202,156 class A-1A notes at 'AAA'
   -- $146,521,773 class A-1B notes at 'AAA'
   -- $34,000,000 class A-2 notes at 'AA'
   -- $9,000,000 class B-1 notes at 'BBB'
   -- $10,000,000 class B-2 notes at 'BBB'
   -- $6,106,859 class C notes at 'B'/'DR1'

Fulton is a collateralized debt obligation that closed March 27,
2002, and is managed by Clinton Group, Inc.  Fulton ended its
revolving period on April 20, 2006.  The collateral supporting the
CDO is comprised of:

   * a diversified portfolio of residential mortgage-backed
     securities;

   * commercial mortgage-backed securities;

   * asset-backed securities;

   * corporate debt securities; and

   * collateralized debt obligations.

Fitch's affirmations are the result of stable portfolio
performance measures, such as overcollateralization ratios and
weighted average rating factor.  According to the most recent
trustee report dated May 15, 2006, the class A-1, A-2, and B OC
tests have decreased but continue to pass their respective
triggers. The failure of the class C OC test, according to the
most recent trustee report, aids the senior notes by triggering a
paydown to the A-1 notes.  As of the most recent trustee report
dated May 15, 2006, the WARF remains stable in the 'BBB/BBB-'
category.

The ratings on the class A-1A, A-1B and A-2 notes address the
timely payment of interest and principal; the ratings on the class
B-1, B-2 and C notes address the ultimate payment of interest and
principal.  The class A-1A and A-1B notes have a legal final
maturity of April 2032; the class A-2, B-1, B-2, and C notes have
a legal final maturity of April 2037.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


GEO GROUP: To Use $100 Million Offering Proceeds to Pay Term Loan
-----------------------------------------------------------------
The GEO Group, Inc. (NYSE: GGI) closed a follow-on public offering
of 3,000,000 shares of its common stock at $35.46 per share.  The
underwriters in the offering have a 30-day period to exercise an
option to purchase an additional 450,000 shares of GEO common
stock to cover potential over-allotments.  Approximately
12,971,002 shares of common stock are outstanding after the
offering.

GEO intends to use the aggregate net proceeds from the offering
of approximately $100 million to repay $74.6 million in debt
outstanding under the term loan portion of its senior secured
credit facility.  In addition, GEO may use proceeds from the
offering, along with existing cash, to finance the planned
expansion of GEO's Val Verde Correctional Facility in Del Rio,
Texas.  GEO plans to use any remaining proceeds from the offering
for general corporate purposes, which may include working capital,
capital expenditures and potential acquisitions of complementary
businesses and other assets.  In addition, GEO may use up to
$5 million of the proceeds of the offering to purchase from
certain directors, executive officers and employees stock options
that are currently outstanding and exercisable.

Lehman Brothers Inc. acted as the sole book-runner for the
offering.

A copy of the final prospectus supplement relating to the offering
may be obtained from:

     Lehman Brothers Inc.
     Attn: ADP Financial Services
     Prospectus Fulfillment
     1155 Long Island Avenue
     Edgewood, NY 11717
     Fax (631) 254-7268

               or

     The GEO Group, Inc.
     One Park Place, Suite 700
     621 Northwest 53rd Street
     Boca Raton, Florida, 33487

                       About The GEO Group

Headquartered in Boca Raton, Florida, The GEO Group, Inc. --
http://www.thegeogroupinc.com/-- is a world leader in the  
delivery of correctional, detention, and residential treatment
services to federal, state, and local government agencies around
the globe.  The Company offers a turnkey approach that includes
design, construction, financing, and operations.  The Company
represents government clients in the United States, Australia,
South Africa, Canada, and the United Kingdom.  GEO's worldwide
operations include 62 correctional and residential treatment
facilities with a total design capacity of approximately 51,000
beds, inclusive of facilities under management, facilities for
which GEO has received contract awards but which have not yet
opened, and inactive facilities.

The Geo Group, Inc.'s 8-1/4% Senior Notes due 2013 carry Moody's
Investors Service's and Standard & Poor's single-B rating.


GIANT INDUSTRIES: Incurs $12.3 Million Net Loss in First Quarter
----------------------------------------------------------------
Giant Industries, Inc., reported a $12.3 million net loss on $863
million of revenues for the three months ended March 31, 2006,
compared to $10 million of net income on $711.7 million of
revenues for the same period in 2005.

At March 31, 2006, the Company's balance sheet showed $989.8
million in total assets and $600.7 million in total liabilities.

A full-text copy of the Company's 2006 Quarterly Report is
available for free at http://researcharchives.com/t/s?b60

Headquartered in Scottsdale, Arizona, Giant Industries, Inc. --
http://www.giant.com/-- is a refiner and marketer of petroleum   
products. Giant owns and operates one Virginia and two New Mexico
crude oil refineries, a crude oil gathering pipeline system based
in Farmington, New Mexico, which services the New Mexico
refineries, finished products distribution terminals in
Albuquerque, New Mexico and Flagstaff, Arizona, a fleet of crude
oil and finished product truck transports, and a chain of retail
service station/convenience stores in New Mexico, Colorado, and
Arizona. Giant is also the parent Company of Phoenix Fuel Co.,
Inc. and Dial Oil Co., both of which are wholesale petroleum
products distributors.

                          *     *     *

Giant Industries' 8% Senior Subordinated Notes due 2014 carry
Standard & Poor's Ratings Services' B- rating.


HEARTLAND PARTNERS: Amex To Delist Securities Effective June 23
---------------------------------------------------------------
The American Stock Exchange LLC reported its final determination
to remove the Class A Limited Partnership Units of Heartland
Partners, L.P. from listing on the Exchange, and filed an
application on Form 25 to strike the Securities from listing with
the Securities and Exchange Commission.  The delisting will become
effective on June 23, 2006 unless postponed by the SEC.

Pursuant to its rules, the Exchange provided notice to Heartland
Partners, L.P. of the decision to delist the Securities and an
opportunity to appeal the decision to a panel designated by the
Exchange's Board of Governors.

Headquartered in Chicago, Illinois, Heartland Partners, LP,
(Amex: HTL) is a based real estate limited partnership with
properties, primarily in the upper Midwest and northern United
States.  CMC Heartland is a subsidiary of Heartland Partners, L.P.
and is the successor to the Milwaukee Road Railroad, founded in
1847.  The company and four of its affiliates filed for chapter 11
protection on Apr. 28, 2006 (Bankr. N.D. Ill. Case No. 06-04764).
Steven B. Towbin, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC, represents the Debtor.  No Official Committee of
Unsecured Creditors has been appointed in the Debtors' chapter 11
cases.  When the Debtors filed for protection from their
creditors, they listed total assets of $4,375,000 and total debts
of $3,951,000.  The Debtors' consolidated list of 20 largest
unsecured creditors however showed more than $30 million in
environmental litigation claims.


HEMOSOL CORP: Canadian Ct. OKs Plan Sponsorship Pact with Buyer
---------------------------------------------------------------
The Superior Court of Justice of Ontario approved the plan
sponsorship agreement between PricewaterhouseCoopers Inc., in its
capacity as interim receiver for Hemosol Corp and Hemosol LP and
the party that had expressed an interest in acquiring all of
Hemosol's business, on June 8, 2006.

The effectiveness of the Agreement is conditioned on the
occurrence of a number of events, including:

     -- the completion and implementation of either a plan of
        arrangement with the creditors of Hemosol pursuant to the  
        Companies' Creditors Arrangement Act;

     -- a plan of arrangement of the share capital of Hemosol
        Corp. pursuant to the Business Corporations Act (Ontario);

     -- a purchase of the assets of Hemosol, or a combination of
        one of more of the foregoing; and

     -- the approval of the Court and the creditors, as required
        under the provisions of the CCAA.

The Agreement, subject to the satisfaction of these currently
contemplates a closing date at the beginning of August.

If an OBCA Plan of Arrangement is implemented pursuant to the
Agreement, it is anticipated that such OBCA Plan of Arrangement
will result in a substantial dilution of the equity of Hemosol
held by the shareholders existing at the time of implementation.

                          About Hemosol

Hemosol Corp. (NASDAQ: HMSLQ, TSX: HML) -- http://www.hemosol.com/  
-- is an integrated biopharmaceutical developer and manufacturer
of biologics, particularly blood-related protein based
therapeutics.  Information on Hemosol's restructuring is available
at http://www.pwc.com/ca/eng/about/svcs/brs/hemosol.html

Hemosol Corp and Hemosol LP filed a Notice of Intention to Make a
Proposal Pursuant to section 50.4 (1) of the Bankruptcy and
Insolvency Act on Nov. 24, 2005.  The Company had defaulted in the
payment of interest under its $20 million credit facility.  
Hemosol said that it would require additional capital to continue
as a going concern and is in discussions with its secured
creditors with respect to its current financial position.  On Dec.
5, 2005, PricewaterhouseCoopers Inc. was appointed interim
receiver of the Companies.


HEMOSOL CORP: Proofs of Claim Due by June 29
--------------------------------------------
The Superior Court of Justice of Ontario approved a process for
the determination of claims of the creditors of Hemosol Corp.

Pursuant to the claims determination process,
PricewaterhouseCoopers Inc., in its capacity as Hemosol's interim
receiver, will send to all creditors identified on the books of
Hemosol, by June 9, a notice stating the amount that is owed to
them by Hemosol according.

Claimants who disagree with the information sent by PwC must file
a dispute with the receiver on or before June 26, 2006.  Anyone
who believes they have a claim, but does not receive a notice,
should file with the Receiver a proof of claim on or before June
26, 2006.  Proof of Claims must be sent to:

         PricewaterhouseCoopers Inc.
         Interim Receiver for Hemosol Corp. and Hemosol LP
         Attn: Cheryl Meads
         77 King Street West,
         P.O. Box 82, Suite 3000
         Royal Trust Tower, TD Centre
         Toronto, Ontario M5K 1G8
         Phone: (416) 869 1130 Ext. 14289
         Fax: (416) 814-3219

                          About Hemosol

Hemosol Corp. (NASDAQ: HMSLQ, TSX: HML) -- http://www.hemosol.com/  
-- is an integrated biopharmaceutical developer and manufacturer
of biologics, particularly blood-related protein based
therapeutics.  Information on Hemosol's restructuring is available
at http://www.pwc.com/ca/eng/about/svcs/brs/hemosol.html

Hemosol Corp and Hemosol LP filed a Notice of Intention to Make a
Proposal Pursuant to section 50.4 (1) of the Bankruptcy and
Insolvency Act on Nov. 24, 2005.  The Company had defaulted in the
payment of interest under its $20 million credit facility.  
Hemosol said that it would require additional capital to continue
as a going concern and is in discussions with its secured
creditors with respect to its current financial position.  On Dec.
5, 2005, PricewaterhouseCoopers Inc. was appointed interim
receiver of the Companies.


HONEY CREEK: MuniMae Files Competing Reorganization Plan in Texas
-----------------------------------------------------------------
MuniMae Portfolio Services, LLC, submitted, on June 6, 2006, an
alternative Plan of Reorganization and accompanying Disclosure
Statement for the resolution of creditors' claims and equity
holders' interests, if any, in Honey Creek Kiwi, LLC's chapter 11
case.

MuniMae acts as the authorized servicing agent for The Bank of New
York Trust Company, NA, as indenture trustee under a $20,485,000
bond issued by the Texas Department of Housing and Community
Affairs to secure a loan owed by the Debtor.

                     Creditor Plan Overview

MuniMae's reorganization plan is anchored on the surrender of the
equity in the Debtor to the Bond Trustee and the payment in full
of all other allowed Claims except for the claims of insiders.
Under MuniMae's Plan, old equity interests will be canceled and
new equity interests will be created and distributed to the Bond
Trustee.

In contrast, MuniMae says certain creditors will not be paid in
full under the Debtor's own reorganization plan.  Recoveries  
under the Debtor's plan will depend on the generation of income in
excess of operating expenses, other expenses of the Debtor and
necessary reserves.

                     Treatment of Claims

The Bond Trustee holds secured and unsecured claims against the
Debtor of approximately $21.3 million as of Aug. 24, 2005.
Repayment of this obligation is secured by substantially all of
the Debtor's assets.  Under MuniMae's Plan, the Bond Trustee will
receive:

    -- the New Equity Interest in the Reorganized
       Debtor;

    -- the existing liens and encumbrances on the Assets.  The
       Bond Documents and the Bond Obligations will remain in
       full force and effect;

    -- all Net Proceeds of Causes of Action collected after the
       closing date; and

    -- the excess of any reserves beyond amounts necessary to pay
       the allowed claims for which reserves are established.

Vendor claims, secured by Mechanic's Liens and Materialman's
Liens, totaling approximately $108,687, will be paid in full.

Unsecured Priority Tax Claims of approximately $1,191 as well as
General Unsecured Claims aggregating $182,868 will also be paid in
full.

The $1.1 million unsecured claim of insider Alternative Building
Concepts Group is impaired and will not be paid under MuniMae's
plan.  MuniMae claims that the insider obligation to ABC was not
authorized because the Debtor had agreed not to incur any debt
without MuniMae's consent.  

Alternative Building's sole membership interest in Honey Creek
Kiwi, LLC, will be cancelled on the effective date of the plan.

A copy of the Disclosure Statement explaining MuniMae's Plan of
Reorganization is available for a fee at:  

  http://www.researcharchives.com/bin/download?id=060615213243

The Court will convene a hearing at 9:00 a.m. on July 14, 2006, to
consider confirmation of the MuniMae's competing plan.

            MuniMae's Objection to Debtor's Disclosure

As reported in the Troubled Company Reporter on June 5, 2006,
Honey Creek, amended the Disclosure Statement explaining its
Amended Plan of Reorganization on May 9, 2006.

The amended disclosure statement added MuniMae's position
regarding the Debtor's narrative of its financial troubles.  
MuniMae had argued that it was unfairly characterized as partly
responsible for the Debtor's financial distress.  MuniMae disputed
much of the Debtor's claims and in particular disputed the
suggestion that it is responsible for the Debtor's litigation with
its former management company, Shelter Corporation.

MuniMae also discounted the Debtor's own $15.75 million valuation
of the Honey Creek Apartments and claimed that the value of the
apartments is in excess of $22.6 million.

A copy of the amended Disclosure Statement is available for a fee
at:

  http://www.ResearchArchives.com/bin/download?id=060602035200

Headquartered in Mesquite, Texas, Honey Creek Kiwi LLC owns a
656-unit apartment complex known as the Honey Creek Apartments.
The company filed for chapter 11 protection on August 24, 2005
(Bankr. N.D. Tex. Case No. 05-39524).  Richard G. Grant, Esq., at
Roberts & Grant, P.C., represents the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in the Debtor's case.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


INDIAN CREEK: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Indian Creek Vineyard Estates, LLC
        36000 Carmel Valley Road
        Carmel Valley, California 93924

Bankruptcy Case No.: 06-51053

Chapter 11 Petition Date: June 14, 2006

Court: Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Henry Barron Niles, III, Esq.
                  340 Soquel Avenue, Suite 105
                  Santa Cruz, California 95062
                  Tel: (831) 457-4545
                  Fax: (831) 457-4555

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Terry Bishop                     Trade Debt            $103,072
17105 Cachagua Road
Carmel Valley, CA 93924

First Hawaiian Bank              Line of Credit         $42,000
1580 Kapiolani Boulevard
Honolulu, HI 96814

John Murray, Esq.                Legal Services          $9,000
Murray & Murray
19400 Stevens Creek Boulevard
Suite 200
Cupertino, CA 95014-2548


INSURANCE AUTO: S&P Rates New $115 Million Term Loan at B
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Westchester, Illinois-based Insurance Auto Auctions Inc. to
negative from stable.  The 'B' corporate credit rating on the
company was affirmed.

Standard & Poor's also assigned its 'B' secured debt rating and
'2' recovery rating to IAAI's new $115 million term loan,
reflecting the expectation that lenders will receive a substantial
recovery of principal (80%-100%) in the event of a payment
default.  Pro forma for the new term loan, IAAI will have total
debt of about $520 million, including the present value of
operating leases.

"We revised the outlook because of the company's high debt levels,
which will increase following several planned acquisitions," said
Standard & Poor's credit analyst Martin King.

IAAI operates 83 salvage vehicle auctions in the U.S.  The company
will use the proceeds from the new term loan to finance the
acquisition of several additional auctions across the U.S.  The
purchases will increase IAAI's geographic coverage, allowing it to
better serve large national vehicle sellers, primarily the
increasingly concentrated auto insurance industry.

"The negative outlook reflects a financial profile that is weak
for the ratings. Debt leverage will remain high in the near term,
until acquisitions are integrated, the pace of expansion slows,
and cash flow generation improves," Mr. King said.  "We could
lower the ratings if operating problems prevent the company from
generating sufficient earnings and cash flow improvements to
reduce debt leverage.  We could revise the outlook to stable
within the next two years if benefits from the acquisitions and
other growth initiatives result in a stronger financial profile."


INTELSAT LTD: PanAmSat Gets Requisite Consents for 10-3/8% Notes
----------------------------------------------------------------
Intelsat, Ltd., reported that PanAmSat Holding Corporation
disclosed the results of its offer to purchase and consent
solicitation for any and all of their outstanding 10-3/8% Senior
Discount Notes due 2014.  PanAmSat received the requisite consents
to adopt the proposed amendments to the indenture pursuant to
which the Notes were issued and that a supplemental indenture to
effect the proposed amendments has been executed.  The proposed
amendments, which will eliminate substantially all of the
restrictive covenants and certain events of default and related
provisions contained in the indenture, will become operative when,
and if, the tendered Notes are accepted for purchase by PanAmSat.

In connection with the contemplated acquisition of PanAmSat by
Intelsat (Bermuda), Ltd., a wholly-owned subsidiary of Intelsat,
Ltd., and in addition to other financing transactions, PanAmSat
intended to offer approximately $725 million of senior notes due
2016.  

As reported in the Troubled Company Reporter on June 14, 2006, if
PanAmSat's tender offer for the Notes is consummated, PanAmSat
will not issue the senior notes due 2016 and Intelsat (Bermuda),
Ltd. will issue additional senior notes to fund the tender offer
and consent payments for the Notes, as well as the balance of the
Acquisition merger consideration.

                         About Intelsat

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

                         *     *     *

As reported in the Troubled Company Reporter on June 13, 2006,
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.


J.L. FRENCH: Court Extends Lease Decision Period to Sept. 8
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware allowed
J.L. French Automotive Casting, Inc. and its debtor-affiliates to
decide on their unexpired leases until Sept. 8, 2006.

The unexpired leases include many of the Debtors' primary
warehousing and sales office facilities.  The Debtors told the
Court that they needed additional time to determine whether to
assume or reject those leases due to their large and complex
chapter 11 cases.

The Debtors assure the Court that the extension will not harm
lessors but will merely preserve the status quo while they decide
on the leases.

Headquartered in Sheboygan, Wisconsin, J.L. French Automotive
Castings, Inc. -- http://www.jlfrench.com/-- is a global supplier  
of die cast aluminum components and assemblies with 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 support its
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 US$100 million.


LB-UBS COMMERCIAL: S&P Assigns Low-B Ratings to 12 Cert. Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to LB-UBS Commercial Mortgage Trust 2006-C4's
$1.98 billion commercial mortgage pass-through certificates series
2006-C4.

The preliminary ratings reflect the credit support provided by:

   * the subordinate classes of certificates;
   * the liquidity provided by the trustee;
   * the economics of the underlying mortgage loans; and
   * the geographic and property type diversity of the loans.

Standard & Poor's analysis determined that, on a weighted average
basis, the pool has a debt service coverage of 1.35x, a beginning
LTV of 98.0%, and an ending LTV of 91.5%.

Preliminary Ratings Assigned:

            LB-UBS Commercial Mortgage Trust 2006-C4
       
                          Preliminary    Recommended credit
     Class     Rating       amount            support
     -----     ------     -----------    ------------------
     A-1        AAA       $30,000,000        30.000%
     A-2        AAA       $38,000,000        30.000%
     A-3        AAA       $23,000,000        30.000%
     A-AB       AAA       $67,000,000        30.000%
     A-4        AAA      $815,337,000        30.000%
     A-1A       AAA      $414,294,000        30.000%
     A-M        AAA      $198,233,000        20.000%
     A-J        AAA      $148,675,000        12.500%
     B          AA+       $17,345,000        11.625%
     C          AA        $24,779,000        10.375%
     D          AA-       $17,346,000         9.500%
     E          A+        $14,867,000         8.750%
     F          A         $24,779,000         7.500%
     G          A-        $19,824,000         6.500%
     H          BBB+      $14,867,000         5.750%
     J          BBB       $27,257,000         4.375%
     K          BBB-      $27,257,000         3.000%
     L          BB+        $7,434,000         2.625%
     M          BB         $9,912,000         2.125%
     N          BB-        $4,955,000         1.875%
     P          B+         $7,434,000         1.500%
     Q          B          $4,956,000         1.250%
     S          B-         $4,956,000         1.000%
     T          NR        $19,823,524         0.000%
     HAF-1*     NR         $2,544,000           N/A
     HAF-2*     NR         $4,887,000           N/A
     HAF-3*     NR         $5,865,000           N/A
     HAF-4*     NR         $5,866,000           N/A
     HAF-5*     NR         $9,775,000           N/A
     HAF-6*     NR         $9,776,000           N/A
     HAF-7*     NR         $7,821,000           N/A
     HAF-8*     NR         $7,818,000           N/A
     HAF-9*     NR         $9,777,000           N/A
     HAF-10*    NR         $7,821,000           N/A
     HAF-11*    NR        $14,345,000           N/A
     SBC-1*     AA           $487,466           N/A
     SBC-2*     AA-          $359,036           N/A
     SBC-3*     A+           $359,036           N/A
     SBC-4*     A            $359,036           N/A
     SBC-5*     A-           $359,036           N/A
     SBC-6*     BBB+         $359,036           N/A
     SBC-7*     BBB          $359,036           N/A
     SBC-8*     BBB-         $538,554           N/A
     SBC-9*     BB+        $1,346,385           N/A
     SBC-10*    BB         $1,346,385           N/A
     SBC-11*    BB-          $538,554           N/A
     SBC-12*    B+           $538,554           N/A
     SBC-13*    B            $538,554           N/A
     SBC-14*    B-           $538,554           N/A
     SBC-15*    NR         $5,692,778           N/A
     R-I**      NR               N/A            N/A
     R-II**     NR               N/A            N/A
     R-III**    NR               N/A            N/A
     R-LR**     NR               N/A            N/A
     X-CP**     AAA    $1,810,266,000***        N/A
     X-CL**     AAA    $1,982,330,524***        N/A
           
* The HAF classes are specific to the nonpooled portions of the 70
  Hudson Street loan, the AMLI of North Dallas loan, and the
  Fountains at Miramar loan.  The SBC classes are specific to the
  nonpooled portions of the Sturbridge Commons loan.

                     ** Interest-only class.
                      *** Notional amount.
                        NR -- Not rated.
                     N/A -- Not applicable.


LEGACY COMMS: March 31 Working Capital Deficit Tops $6 Million
--------------------------------------------------------------
Legacy Communications Corporation incurred a $606,684 net loss on
$28,500 of revenues for the three months ended March 31, 2006,
compared to a $232,029 net loss on $7,474 of revenues for the same
period in 2005.

At March 31, 2006, the Company's balance sheet showed $2.5 million
in total assets and $6.4 million in total liabilities, resulting
in a $3.9 million stockholders' equity deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $388,695 in total current assets available to pay
$6.4 million in total current liabilities coming due within the
next 12 months.

As of March 31, 2006, the Company's accumulated deficit widened to
$9 million from an accumulated deficit of $8.4 million at Dec. 31,
2006.

                           Going Concern

HJ & Associates, LLC, expressed doubt about Legacy Communications'
ability to continue as a going concern after auditing the
Company's 2005 financial statements.  The auditing firm pointed to
the Company's working capital deficit and stockholders' equity
deficit at Dec. 31, 2005.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?b72

Headquartered in St. George, Utah, Legacy Communications Corp.
develops, buys, operates and sells radio stations and auxiliary
services.


LPATH INC: Accumulated Deficit Tops $8.8 Million at March 31
------------------------------------------------------------
Lpath, Inc., incurred a $1.3 million net loss on $129,475 of
revenues for the three months ended March 31, 2006, compared to a
$128,025 net loss on $137,959 of revenues for the same period in
2005.

At March 31, 2006, the Company's balance sheet showed $5.9 million
in total assets and $669,057 in total liabilities.

As of March 31, 2006, the Company's accumulated deficit widened to
$8.8 million from an accumulated deficit of $7.5 million at Dec.
31, 2006.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?b73

Headquartered in San Diego, California, Lpath, Inc. --
http://www.lpath.com/-- formerly known as Lpath Therapeutics,  
Inc., operates as a drug discovery company in the United States.  
The company develops therapeutics for diseases, which involve
changes in the activity and/or production of sphingolipids.

                            *    *    *

                           Going Concern

Levitz, Zacks & Ciceric expressed doubt about Lpath, Inc.'s
ability to continue as a going concern after auditing the
Company's 2005 financial statements.  The auditing firm pointed to
the Company's recurring losses from operations at Dec. 31, 2005.


MERIDIAN AUTOMOTIVE: Court To Hear Disclosure Statement on June 27
------------------------------------------------------------------
As reported in the Troubled Company Reporter on May 29, 2006,
Meridian Automotive Systems, Inc., and its eight debtor-affiliates
filed, on May 26, 2006, its First Amended Joint Plan of
Reorganization and a Disclosure Statement with the U.S. Bankruptcy
Court for the District of Delaware.

The Debtors ask the Court to approve the Disclosure Statement as
containing adequate information within the meaning of Section 1125
of the Bankruptcy Code.

The Court will convene a hearing on June 27, 2006, to consider
the Disclosure Statement.

Edward J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, notes that Section 1125 requires
the Court to approve a written disclosure statement prior to
allowing a debtor to solicit acceptances for a plan of
reorganization.  To approve a disclosure statement, the Court
must find that the disclosure statement contains adequate
information defined as:

   "information of a kind, and in sufficient detail . . . that
   would enable a hypothetical reasonable investor typical of
   holders of claims or interests [of the Debtors] . . . to make
   an informed judgment about the plan."

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. 30;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Informal Committee Says Plan Unconfirmable
---------------------------------------------------------------
Kathleen M. Miller, Esq., at Smith, Katzenstein & Furlow LLP, in
Wilmington, Delaware, notes that during the April 10, 2006,
hearing on the Third Extension Motion, Meridian Automotive
Systems, Inc., and its debtor-affiliates' financial advisor and
chief executive officer each testified that a consensual plan
appeared imminent.

Unfortunately, the Debtors' forecast that a fully consensual plan
would materialize after the third extension of the Debtors'
exclusivity periods has not been realized.

Ms. Miller points out that the only progress achieved since the
U.S. Bankruptcy Court for the District of Delaware approved the
Debtors' previous request to extend their plan exclusivity is an
agreement with the Official Committee of Unsecured Creditors,
which has now agreed to participate as a co-proponent of the First
Amended Joint Plan of Reorganization in exchange for a sliver of
contingent consideration.

According to Ms. Miller, once the Third Extension Motion was
granted, the Debtors substantially ceased communicating with
members of the Informal Committee of First Lien Secured Lenders
until the business day prior to the filing of the First Amended
Plan.

Moreover, the Debtors' First Amended Plan did not move toward an
agreement with the members of the Informal Committee, Ms. Miller
informs the Court.  Instead, the Plan adversely changed the
treatment of the holders of Prepetition First Lien Claims.  The
proposed treatment is inconsistent with the Debtors' central
contention that holders of Prepetition First Lien Claims are
vastly oversecured, Ms. Miller asserts.

The members of the Informal Committee, which collectively hold
approximately 47% of the Prepetition First Lien Claims, remain
opposed to each of the alternative plan treatments proposed in
the Amended Plan and will vote to reject it, according to Ms.
Mille.

"A plan that does not satisfy applicable requirements for
confirmation under the Bankruptcy Code cannot be confirmed even
if it is only plan on file with the Court," Ms. Miller says.  
"Thus, it is imperative that the Debtors understand that pursuing
a non-consensual plan that includes material confirmation risks,
while at the same time precluding alternatives, carries with it a
risk of prolonging their bankruptcy cases and delaying their exit
from Chapter 11."

If prolonging these cases would result in any harm to the
Debtors' businesses, the Debtors should reconsider their reliance
on a single controversial plan, Ms. Miller maintains.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.  (Meridian Bankruptcy News, Issue No. 30;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Wants Aug. 22 Fixed as Confirmation Hearing
----------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to
establish uniform procedures for the solicitation and tabulation
of votes to accept the First Amended Joint Plan of Reorganization
Proposed filed by the Debtors, the Official Committee of Unsecured
Creditors, Camulos Master Fund LP, DK Acquisition Partners, L.P.,
and Stanfield Capital Partners LLC, on May 26, 2006.

                      Solicitation Packages

After the Court approves the Disclosure Statement, the Debtors
propose to distribute or cause to be distributed solicitation
packages to those Holders of Claims in Classes entitled to vote
on the Plan, containing copies of:

   (a) a CD-ROM containing the Disclosure Statement, together
       with the Plan and other exhibits;

   (b) the Solicitation Order, excluding its exhibits;

   (c) a notice of the Confirmation Hearing;

   (d) a ballot together with a return envelope; and

   (e) other materials as the Court may direct or approve,
       including supplemental solicitation materials the Debtors
       may file with the Court.

With respect to any transferred Claim, the Debtors propose that
the transferee will be entitled to receive a Voting Solicitation
Package and cast a ballot on account of the transferred Claim
only if:

   (a) all actions necessary to effect the Claim transfer have
       been completed by the Record Date; or

   (b) the transferee files, not later than the Record Date:

       * the required documentation to evidence that transfer;
         and

       * a sworn statement of the transferor supporting the
         validity of the transfer.

In the event a Claim is transferred after the transferor has
executed and submitted a ballot to the voting agent, The Trumbull
Group, LLC, the transferee will be bound by any vote made on the
ballot by the Holder as of the Record Date of the Transferred
Claim.

Holders of Claims in the Unimpaired Non-Voting Classes will
receive :

   (a) the Confirmation Hearing Notice; and

   (b) a notice of their non-voting status under the Plan.

The Debtors propose that they not be required to transmit a
solicitation package to the Rejecting Class, as that Class is
presumed to have rejected the Plan.

The Debtors expect to commence distribution of the Voting
Solicitation Packages, Unimpaired Notices of Non-Voting Status,
and the Rejecting Class Notices no later than 14 days after the
Court approves the proposed Solicitation Procedures.

Any party wishing to obtain a copy of the Disclosure Statement
and the Plan can do so by accessing the documents on the
Internet, free of charge, at http://www.trumbullgroup.com/or by
contacting the Voting Agent to obtain a copy of the documents at
the Debtors' expense.

                            Record Date

The Debtors ask the Court to establish June 27, 2006, as the
record date for purposes of determining which Holders of Claims
and Prepetition Meridian Interests are entitled to receive
solicitation packages or notices, as applicable, and vote on the
Plan.

                           Ballot Forms

The Debtors propose to distribute to creditors one or more ballot
forms based on Official Form No. 14, but have been modified to
address the particular aspects of the Debtors' Chapter 11 cases.

The appropriate ballot forms, along with return envelopes, will
be distributed to the Voting Classes:

       Class     Type of Claim
       -----     -------------
         3       Prepetition First Lien Claims
         4       Prepetition Second Lien Secured Claims
         5       Prepetition Second Lien Deficiency Claims
         6       General Unsecured Claims
         7       Prepetition Subordinated Claims

The Plan designates four claim categories as unclassified for
purposes of voting on and receiving distributions under the Plan.
The Holders of these unclassified Claims are not entitled to vote
to accept or reject the Plan.  The Unclassified Claims include:

   1. Administrative Expense Claims,
   2. DIP Claims,
   3. Priority Tax Claims, and
   4. Professional Compensation Claims.

                         Voting Deadline

The Debtors ask the Court to fix August 10, 2006, at 4:00 p.m.
Eastern Time, as the deadline by which all original ballots must
be properly executed, completed, delivered to, and received by
the voting agent.

                        Ballot Tabulation

The Debtors propose that if any party wishes to have its Claim
allowed for voting purposes, that party must serve on the Debtors
and file with the Court no later than 10 days before the Voting
Deadline a motion temporarily allowing the Claim for purposes of
voting.

Accordingly, the Debtors ask the Court to fix August 7, 2006, as
the date to consider all those motions.

With respect to ballots cast by Holders of Claims in Class 3, any
Holders that fail to return a ballot or fail to elect one of the
treatment options on its ballot will receive:

   (i) the Cash/Equity Treatment, if Class 3 accepts the Plan; or
  (ii) the Cash/Note Treatment, if Class 3 rejects the Plan.

                       Confirmation Hearing

The Debtors ask the Court to fix Aug. 22, 2006, at 10:30 a.m.
Eastern Time, as the confirmation hearing for the Debtors' Joint
Plan of Reorganization, which may be continued from time to time
without further notice to creditors or other parties-in-interest.

The Debtors propose to publish the Confirmation Hearing Notice in
The Detroit Free Press, USA Today, and the national edition of
The Wall Street Journal, not less than seven days after the
Solicitation Commencement Date.

                  Confirmation Objection Deadline

The Debtors ask the Court to fix Aug. 10, 2006, at 4:00 p.m.
Eastern Time, as the last date for filing and serving written
objections to the confirmation of the Plan.

Objections, if any, to the confirmation of the Plan must:

   (i) be made in writing;

  (ii) state the name and address of the objecting party and the
       nature of the Claim or the party's interest;

(iii) state with particularity the legal and factual basis and
       nature of any objection to the Plan; and

  (iv) be filed with the Court, together with proof of service
       and served so that they are received on or before the
       Objection Deadline by:

          * the Debtors' counsel,
          * the United States Trustee,
          * the Creditors' Committee's counsel, and
          * counsel to Camulos Master Fund, LP, DK Acquisition
            Partners, L.P. and Stanfield Capital Partners LLC, as
            co-proponents under the Plan.

                   About Meridian Automotive

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. 30;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MIRANT CORP: Court Approves Amended Md. & Va. Consent Decree
------------------------------------------------------------
As previously reported, Mirant Potomac, LLC, and Mirant
Mid-Atlantic, LLC, on the one hand, and the U.S. Environmental
Protection Agency and the states of Maryland and Virginia, on the
other hand, entered into a Consent Decree in September 2004.

The Mirant Parties sought Judge Lynn's approval of the Consent
Decree in March 2005.

According to Craig H. Averch, Esq., at White & Case LLP, in
Miami, Florida, the Consent Decree aimed to:

    * resolve certain disputes surrounding operation during the
      summer of 2003 of Mirant Potomac's coal-fired electricity
      producing plant located on the Potomac River in Virginia;

    * provide for the installation of certain pollution control
      systems at the Mid-Atlantic Coal-Fired Fleet;

    * allow the plants comprising the Mid-Atlantic Coal-Fired
      Fleet to reduce nitrogen oxide emissions on a fleet-wide
      basis, as opposed to on a plant-by-plant basis; and

    * establish greater future operational certainty for the Mid-
      Atlantic Coal-Fired Fleet.

On September 27, 2004, the United States of America and the
states of Maryland and Virginia commenced a lawsuit with the
United States District Court for the Eastern District of
Virginia, against Mirant Potomac and MIRMA.

The District Court issued an order advising the parties that it
had reviewed, and was prepared to approve, the Consent Decree,
once the Debtors had secured the approval of the Bankruptcy
Court, provided that "there would not be sufficient opposition so
as to require the United States to withdraw the Original Consent
Decree."

As a result of certain objections, the parties agreed to amend
the original Consent Decree.

The Amended Consent Decree reflects the possibility that Mirant
Mid-Atlantic might reject or otherwise lose one or more of its
leasehold interests in the plants located in Morgantown and
Dickerson, and cease to operate one or both of the plants.

The Amended Consent Decree was filed with the District Court.  A
full-text copy of the Amended Consent Decree is available for
free at http://ResearchArchives.com/t/s?b6a

The material terms of the Amended Consent Decree are:

    (a) Installation of certain pollution control systems at the
        Potomac River and Morgantown Plants;

    (b) Operation of the Mid-Atlantic Coal-Fired Fleet must comply
        with the certain emission standards;

    (c) Resolution of the alleged violations provided in the
        enforcement proceedings against Mirant Potomac in
        connection with the issuance of the notice of violations
        by the Department of Environmental Quality of the State of
        Virginia and the EPA;

    (d) Mirant Potomac, Mirant Chalk Point and Mirant Mid-
        Atlantic would be required to make a one-time penalty
        payment of $500,000 as an allowed administrative expense,
        as well as invest $1,000,000 in supplemental programs
        designed to reduce dust and particulate matter at the
        Potomac River Plant;

    (e) Mirant Mid-Atlantic, Mirant Potomac, and Mirant Chalk
        Point are required to provide semi-annual reports to the
        EPA, the MDE and Virginia DEQ demonstrating compliance
        with the terms of the Amended Consent Decree;

    (f) The Amended Consent Decree contains provisions for
        remedies and stipulated fines for failure to comply; and

    (g) Any disputes arising under the Amended Consent Decree are
        to be resolved pursuant to an alternative dispute
        resolution procedure.

The terms of the Amended Consent Decree are substantially similar
to the terms of the Original Consent Decree.  However, Mirant
Chalk Point, which was not a party to the Original Consent
Decree, is now a party to the Amended Consent Decree.  In
addition, the Amended Consent Decree adds a Nox annual cap of
3,700 tons for the Potomac River Plant.

The Amended Consent Decree also provides that if Mirant Mid-
Atlantic rejects or otherwise loses one more of its leasehold
interests in the Morgantown and Dickerson Plants and ceases to
operate one or both of the plants, MIRMA, Mirant Chalk Point and
Mirant Potomac will:

    -- notify the EPA, Virginia DEQ and the MDE;

    -- provide a written agreement of the new owner or operator of
       the plant to be bound by the obligations of the Amended
       Consent Decree;

    -- make a written offer to any and all prospective owners or
       operators of the Morgantown Plant to pay for completion of
       engineering, construction and installation of the SCRs
       required by the Amended Consent Decree.

The Amended Consent Decree will release MIRMA, Mirant Chalk Point
or Mirant Potomac from the obligations if a new owner accepts the
offer and agree to be bound by the terms of the Amended Consent
Decree.

The Amended Consent Decree also obligates MIRMA, Mirant Chalk
Point or Mirant Potomac to install an alternative suite of
controls at the plants they continue to own if the new owner
operators reject the offer of the New Mirant Entities and then
releases MIRMA, Mirant Chalk Point or Mirant Potomac from the
provisions of the Amended Consent Decree applicable to the plants
they no longer own.

Out of an abundance of caution, the New Mirant Entities ask the
Bankruptcy Court to approve the Amended Consent Decree.

                         Court Approval

Judge Lynn approves the parties' Amended Consent Decree.

The Bankruptcy Court permits Mirant Potomac, Mirant Chalk Point
and MIRMA to enter into the Amended Consent Decree, subject to
the approval by the District Court.  Judge Lynn authorizes the
Mirant Parties to perform all obligations and take all actions
necessary to effectuate the Amended Consent Decree.

MIRMA agrees to provide advance notice to the MIRMA Landlords of
any proposed material modifications to the Amended Consent Decree
prior to any presentation to the District Court.

Nothing in the Order will adversely affect any rights that the
City of Alexandria may have to oppose approval of the Amended
Consent Decree by the District Court.


Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR)
-- http://www.mirant.com/-- is a competitive energy company that    
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on January 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtors in
their successful restructuring.  Shearman & Sterling LLP
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
$20,574,000,000 in assets and $11,401,000,000 in debts.  (Mirant
Bankruptcy News, Issue No. 99; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                         *     *     *

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


MIRANT CORP: New York Units Ask Court to OK Haverstraw Settlement
-----------------------------------------------------------------
These Mirant Corporation debtor-affiliates commenced tax
certiorari proceedings in the Supreme Court of the State of New
York, County of Rockland, challenging the assessed tax valuations
on certain of their facilities:

    * Mirant Bowline, LLC,
    * Mirant Lovett, LLC,
    * Hudson Valley Gas Corporation, and
    * Mirant New York, Inc.

Jeff P. Prostok, Esq., at Forshey & Prostok LLP, in Fort Worth,
Texas, relates that in the tax proceedings, the New York Debtors
allege that certain New York taxing authorities owe them
$195,000,000 plus interest in refunds.  The Amount is based on
erroneous equalized assessed values for real property tax
purposes, which ranged from:

    * $717,730,536 in 1999 to $1,029,685,393 in 2003 for Mirant
      Bowline; and

    * $356,941,867 in 2000 to $481,713,514 in 2003 for Mirant
      Lovett.

Rockland County relates that as a result of its obligations to
pay the New York Debtors' unpaid ad valorem taxes, it paid
$170,000,000 for the tax roll years 2004 through 2006, excluding
interest and penalties.  Hence, Rockland asserts, the New York
Debtors owe Rockland County more than $170,000,000.

The New York Taxing Authorities are:

    * county of Rockland;
    * town of Haverstraw;
    * Haverstraw-Stony Point Central School District;
    * village of Haverstraw;
    * village of West Haverstraw; and
    * town of Stony Point.

In 2003, the Debtors asked the Bankruptcy Court for a
determination of their tax liability.  Certain of the New York
Taxing Authorities objected to the Section 505 Action.

Rockland filed three proofs of claim against the NY Debtors.  The
School District also filed proofs of claim against Mirant
Corporation and the NY Debtors.

The Bankruptcy Court abstained from hearing the 505 Action in
favor of the New York court.

In 2005, the Debtors asked the Bankruptcy Court to estimate the
claims filed by Rockland County and the School District.  But the
Bankruptcy Court adjourned the hearings on the claim objection
and the estimation application to allow the New York Court to
address the pending tax certiorari proceedings.

                    Proposed Settlement Agreement

To put an end to their disputes, the New York Debtors and the New
York Taxing Authorities entered into a proposed settlement
agreement.

Mr. Prostok tells Judge Lynn that neither the NY Debtors'
management nor the New York Taxing Authorities have given final
approval of the Proposed Settlement.

If all parties approve the Proposed Settlement, Mr. Prostok
notes, its implementation must occur before the end of June 2006.

In anticipation, the NY Debtors believe it necessary to seek
approval of the Proposed Settlement Agreement to obtain a hearing
date and to provide notice so they may be ready implement the
Proposed Settlement by the end of June.

By this motion, the NY Debtors ask the Bankruptcy Court to
approve the Proposed Settlement and for authority to perform
their obligations under the Proposed Settlement Documents.

The Proposed Settlement would provide for the payment of
substantial refunds by the New York Taxing Authorities to Mirant
Bowline and Mirant Lovett.  Thereafter, the NY Debtors would make
settlement payments to the County, as trustee, for deposit in a
trust account benefiting the School District and Haverstraw.

Additionally, the New York Taxing Authorities, Mirant Bowline and
Mirant Lovett would enter into PILOT Agreements to structure a
defined tax obligation for the next seven years.

A. Bowline PILOT Agreement

At its core, the Proposed Settlement regarding the Bowline
Facility contemplates a lease or leaseback transaction involving
the County of Rockland Industrial Development Agency.

Specifically, the Agency would acquire from Mirant Bowline and
Hudson Valley a leasehold interest in the Bowline Facility and
pipeline pursuant to that certain Company Lease between Mirant
Bowline, Hudson Valley and the Agency.

Concurrently with the execution of the Bowline Company Lease, the
Agency, Mirant Bowline and Hudson Valley would execute a Lease
Agreement whereby Mirant Bowline and Hudson Valley would sublease
from the Agency the very property leased to the Agency under the
Bowline Company Lease for the purposes of maintaining operation
and control of the Bowline Facility and pipeline.

Financial assistance, pursuant to Section 854(14) of the New York
General Municipal Law, would be provided by the Agency in the
form of an exemption from real property taxes in relation to the
Bowline Facility.

Pursuant to Section 412(a) of the Real Property Tax Law of the
State of New York, the Agency would not be required to pay real
property taxes upon property under its jurisdiction, supervision,
or control.  Rather, Mirant Bowline would make certain scheduled
payments in lieu of taxes, over a seven-year period directly to
the relevant taxing jurisdiction.

The Bowline Base Payments would be:

    * $12,000,000 for years one, two, and three;
    * $14,000,000 for years four and five; and
    * $15,500,000 for years six and seven.

Concurrently, the Proposed Settlement would establish a mechanism
providing for:

     (i) the refund to Mirant Bowline of certain overpaid real
         property taxes totaling $17,600,000; and

    (ii) the payment of additional refunds to Mirant Bowline for
         overpaid real property taxes totaling $96,000,000.

The Bowline Remaining Refunds would remain free and clear of any
liens, claims or encumbrances of any nature, including now
existing debtor-in-possession credit facilities for the NY
Debtors or creditors of and lenders to the New Mirant Entities.

The Proposed Settlement would also establish a mechanism for:

    (a) the payment by Mirant Bowline of more than $22,000,000 of
        certain back taxes and other related settlement payments
        that are, or may be, due and owing to the Haverstraw
        Taxing Authorities, the Rockland County, and other tax
        jurisdictions;

    (b) the elimination of certain penalties and interest accrued
        on any back taxes; and

    (c) the dismissal of the tax certiorari proceedings related to
        the Bowline Facility assessments in accordance with that
        certain Stipulation of Settlement and Order to be entered
        by the NY Court.

B. Lovett PILOT Agreement

Structurally, the Proposed Settlement for the Lovett Facility
would be identical to the Proposed Settlement for the Bowline
Facility in that it would provide for a lease/leaseback
transaction with the Agency.

The Lovett Base Payments would be $7,000,000 for years one and
two and $6,500,000 for years three through seven.

Concurrently, the Proposed Settlement would establish a mechanism
providing for:

     (i) the refund to Mirant Lovett of certain overpaid real
         property taxes totaling $12,900,000; and

    (ii) the payment of additional refunds to Mirant Lovett for
         overpaid real property taxes totaling $15,000,000.

The Proposed Settlement would also establish a mechanism for:

    (a) the payment by Mirant Lovett of more than $13,000,000 in
        certain back taxes and other related settlement payments
        that are, or may be, due and owing to the Stony Point
        Taxing Authorities and the County;

    (b) the elimination of certain penalties and interest accrued
        on any back taxes; and

    (c) the dismissal of the tax certiorari proceedings related
        to the Lovett assessments in accordance with that certain
        Stipulation of Settlement and Order to be entered by the
        New York Court.

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR)
-- http://www.mirant.com/-- is a competitive energy company that    
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on January 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtors in
their successful restructuring.  Shearman & Sterling LLP
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
$20,574,000,000 in assets and $11,401,000,000 in debts.  (Mirant
Bankruptcy News, Issue No. 99; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                         *     *     *

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


MIRANT CORP: Pirate Capital Wants Advisor Hired to Pursue Sale
---------------------------------------------------------------
Pirate Capital LLC informed Mirant Corporation, in a letter dated
June 12, 2006, that it intends to request for a special meeting of
stockholders if Mirant has not publicly abandoned its bid to
acquire NRG Energy Inc. and announced the engagement of an
investment bank to pursue the prompt sale of the company by June
14, 2006.

The purpose of the special meeting would be to:

    a) increase the size of the board of directors to fifteen
       members;
  
    b) elect six new directors to the board; and

    c) remove at least four of the nine incumbent directors.

A copy of Pirate Capital's letter to the Board is available for
free at http://researcharchives.com/t/s?b7b

As reported in the Troubled Company Reporter on June 14, 2006,
Mirant withdrew its proposal to acquire NRG Energy.  NRG had
earlier rejected Mirant's hostile offer and declined to enter into
talks because the proposal allegedly undervalues NRG.

Commenting on the NRG Deal, Mirant's Chairman and Chief Executive
Officer, Edward R. Muller, said, "We are disappointed that NRG was
unwilling to sit down with us to discuss what would have been a
compelling opportunity to create significant value for both
companies' shareholders.  It is clear, however, that a long and
contested pursuit is not in the best interests of Mirant and its
shareholders and, as a result, we are withdrawing our proposal to
acquire NRG.  We will continue our efforts to create value for
Mirant's shareholders."

Pirate Capital, as the investment advisor to Jolly Roger Fund LP
and Jolly Roger Offshore Fund LTD, is the beneficial owner of
approximately 5 million shares, or 1.6%, of Mirant's common stock.

                       About Mirant Corp.

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR)
-- http://www.mirant.com/-- is a competitive energy company that     
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on January 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtors in
their successful restructuring.  Shearman & Sterling LLP
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
$20,574,000,000 in assets and $11,401,000,000 in debts.  (Mirant
Bankruptcy News, Issue No. 98; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                         *     *     *

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


MONTAUK POINT: Moody's Rates $5 Mil. Class C Secured Notes at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to the notes issued by
Montauk Point CDO II, Ltd.

   * Aaa to $340,000,000 Class A-1S Senior Secured Floating
     Rate Notes due 2046;

   * Aaa to $34,250,000 Class A-1J Senior Secured Floating
     Rate Notes due 2046;

   * Aa2 to $50,000,000 Class A-2 Senior Secured Floating
     Rate Notes due 2046;

   * Aa3 to $15,000,000 Class A-3 Senior Secured Floating
     Rate Notes due 2046;

   * A2 to $15,500,000 Class A-4 Secured Deferrable Floating
     Rate Notes due 2046;

   * Baa2 to $20,500,000 Class B Secured Deferrable Floating
     Rate Notes due 2046;

   * Ba2 to $5,000,000 Class C Secured Deferrable Floating
     Rate Notes due 2046;

   * Aaa $24,000,000 Combination Securities

The 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 holders relative to the promise of receiving the present
value of such payments.

The Moody's rating of the Combination Securities addresses the
ultimate receipt of the initial Combination Securities Rated
Balance, and is based on the credit quality of the Treasury Strip
component of the Combination Securities.  The Moody's rating of
the Combination Securities does not address any other amounts
payable in respect of the Combination Securities.

Fortis Investment Management USA, Inc. will manage the selection,
acquisition and disposition of collateral on behalf of the issuer.


NADER MODANLO: Dist. Court Affirms Ch. 11 Trustee Appointment
-------------------------------------------------------------
The Hon. Deborah K. Chasanow of the U.S. District Court for the
District of Maryland affirmed the Bankruptcy Court's decision to
appoint Christopher B. Mead as the chapter 11 trustee for Nader
Modanlo's estate.  

Michael H. Ahan, co-equal owner of Final Analysis, Inc. and a
creditor of the Debtor's estate, sought for the appointment of a
chapter 11 trustee.  The Debtor founded Final Analysis, an
engineering company, with Ahan in the early 1990s.  The two are
embroiled in battle over the management of Final Analysis.

Bankruptcy Judge Nancy V. Alquist found there was cause to appoint
a trustee.  Her reasons included "[T]he debtor's wearing of
multiple hats and holding of multiple and perhaps conflicting
duties to the creditors or shareholders of different companies as
well as to the creditors of this estate; the debtor's lack of
business operations and the licenses necessary to conduct those
businesses; the inattention, neglect or other inappropriate
treatment of the replevin action in this case that may have led to
the loss o[r] diminution in value of this estate's largest assets;
and the loss of confidence in the debtor by the creditor in
this case and the U.S. Trustee.

The Debtor made several challenges to the bankruptcy court's
findings of mismanagement.  The Debtor attempted to question many
of the individual factual findings, but, according to District
Court Judge Chasanow, the Debtor was unable to demonstrate that
the bankruptcy court erred.  The bankruptcy court did not abuse
its discretion when it appointed a trustee in Debtor's Chapter 11
case, Judge Chasanow opined.

Nader Modanlo of Potomac, Maryland, is the President of Final
Analysis Communication Services, Inc.  Mr. Modanlo filed for
chapter 11 protection on July 22, 2005 (Bankr. D. Md. Case No.
05-26549).  Joel S. Aronson, Esq., at Ridberg Sherbill & Aronson
LLP, represents the Debtor.  When the Debtor filed for protection
from his creditors, he listed total assets of $776,237 and total
debts of $106,002,690.  Christopher B. Mead is the chapter 11
Trustee for the Debtor's estate.  Richard M. Goldberg, Esq., at
Shapiro Sher Guinot & Sandler, represent the chapter 11 trustee.


NORTHWEST AIRLINES: AMFA To Provide Financial Support for Strike
----------------------------------------------------------------
The National Executive Council of the Aircraft Mechanics Fraternal
Associations reported that their locals throughout the U.S. have
voted unanimously to provide financial support indefinitely for
AMFA's ongoing strike against Northwest Airlines.

"The mechanics and related employees at our other airlines
recognize that Northwest is attempting to implement a very risky
and reckless business model by shifting most of their aircraft
maintenance to foreign repair facilities and utilizing unlicensed
labor to perform mechanics' work in this country," AMFA Assistant
National Director Steve MacFarlane said.

AMFA represents over 12,000 members at carriers including Alaska
Airlines, United Airlines, Southwest Airlines, Northwest Airlines,
ATA, Horizon and Mesaba Airlines.

"Northwest still has a legal obligation to negotiate with AMFA in
good faith and will not have a competent and reliable maintenance
department until they settle with their striking employees," Mr.
MacFarlane said.  "This airline was mismanaged into bankruptcy,
has the oldest fleet in the industry and came in dead last in 2005
for customer satisfaction.  At some point, Northwest will need to
become competitive again by improving quality, service and safety.  
As part of that effort, they'll need to upgrade their maintenance
capabilities to match the rest of the industry.  We'll be ready to
talk when that time comes."

The National Executive Council of the Aircraft Mechanics Fraternal
Associations -- http://www.amfanatl.org/-- is the nation's  
largest union representing aircraft mechanics and related
employees.  AMFA's credo is "Safety in the air begins with Quality
Maintenance on the Ground".

                    About Northwest Airlines

Northwest Airlines Corporation (OTC: NWACQ) -- http://www.nwa.com/   
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.


NVE INC: Court Extends Exclusive Plan Filing Period to August 15
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended,
until Aug. 15, 2006, NVE Inc.'s time to file a chapter 11 plan of
reorganization.  The Court also extended, until Oct. 15, 2006, the
Debtor's time to solicit acceptances of that plan.

The Debtor tells the Court that it has reached an agreement on a
claims resolution process with the Official Committee of Unsecured
Creditors and other parties.  Under that claim resolution process,
the universe of claims against the Debtor will be fixed in
approximately 60 days, after which the product liability claimants
will be required to submit substantial backup documentation to the
Debtor and certain Plaintiff representatives.  The Debtor says
that the parties intend to use the information obtained in the
context of a global mediation of all claims.

The Debtor reminds the Court that it has already filed a motion
for the Court to approve the agreement and will also file a motion
for the appointment of a mediator and sharing of the expenses of
mediation.

The Debtor contends that until the claims resolution process and
the global mediation has progressed further, it will be unable to
file a meaningful chapter 11 plan.  The Debtor hopes that the
claims resolution and mediation process will result in agreements
that will be incorporated in the plan.

Headquartered in Andover, New Jersey, NVE Inc., dba NVE
Pharmaceuticals, Inc., manufactures dietary supplements.  The
Debtor is facing lawsuits about its weight-loss products which
contain the now-banned herbal stimulant, Ephedra.  The Company
filed for chapter 11 protection on August 10, 2005 (Bankr. D. N.J.
Case No. 05-35692).  Daniel Stolz, Esq., Leonard C. Walczyk, Esq.,
Michael McLaughlin, Esq., and Steven Z Jurista, Esq., at
Wasserman, Jurista & Stolz, represent the Debtor in its
restructuring efforts.  Derek John Craig, Esq., at Brown Raysman
Millstein Felder & Steiner LLP, and David J. Molton, Esq., at
Brown Rudnick Berlack Israels LLP, represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed $10,966,522 in total
assets and $14,745,605 in total debts.


NVE INC: Gets Court Approval to Hire Atkins Appraisal as Appraiser
------------------------------------------------------------------
NVE Inc. obtained permission from the U.S. Bankruptcy Court for
the District of New Jersey for permission to employ A. Atkins
Appraisal Corporation, as its independent appraiser.

Atkins Appraisal will:

   a) conduct a physical inventory and appraisal of the Debtor's
      physical assets; and

   b) provide the Trustee with a written appraisal report.

Alan Atkins will bill at $200 per hour for his services.  Mr.
Atkins discloses that the firm's professionals bill:

        Designation             Hourly Rate
        -----------             -----------
        Senior Appraiser           $175
        Staff Member               $100

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

Headquartered in Andover, New Jersey, NVE Inc., dba NVE
Pharmaceuticals, Inc., manufactures dietary supplements.  The
Debtor is facing lawsuits about its weight-loss products which
contain the now-banned herbal stimulant, Ephedra.  The Company
filed for chapter 11 protection on August 10, 2005 (Bankr. D. N.J.
Case No. 05-35692).  Daniel Stolz, Esq., Leonard C. Walczyk, Esq.,
Michael McLaughlin, Esq., and Steven Z Jurista, Esq., at
Wasserman, Jurista & Stolz, represent the Debtor in its
restructuring efforts.  Derek John Craig, Esq., at Brown Raysman
Millstein Felder & Steiner LLP, and David J. Molton, Esq., at
Brown Rudnick Berlack Israels LLP, represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed $10,966,522 in total
assets and $14,745,605 in total debts.


NVF CO: Panel Has Until Aug. 31 to Question Lien on DIP Loan
------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware gave the Official Committee of Unsecured
Creditors appointed in NVF Co. and its debtor-affiliates' chapter
11 cases until August 31, 2006, to question the lien granted to
Victor Posner.

Mr. Posner is the Debtors' sole equity owner.  The Court gave
the Debtors permission to borrow as much as $4 million from
Mr. Posner.  Mr. Posner's claim against the Debtors' estate was
granted superpriority status.

The Debtors said they need the DIP funds to continue making their
traditional products and commence the production of a new
vulcanized fiber product known as "Yorkite Veneer."  

Based in Yorklyn, Delaware, NVF Company -- http://www.nvf.com/--  
manufactures thermoset composites (glass, Kevlar), vulcanized
fiber, custom containers, circuitry materials, custom fabrication,
and welding products.  The Company along with its wholly owned
subsidiary, Parsons Paper Company, Inc., filed for chapter 11
protection on June 20, 2005 (Bankr. D. Del. Case Nos. 05-11727 and
05-11728).  Rebecca L. Booth, Esq., at Richards, Layton & Finger,
P.A., represents the Debtors in their restructuring efforts.
Elizabeth A. Wilburn, Esq., and Jason W. Staib, Esq., at Blank
Rome LLP represent the Official Committee of Unsecured Creditors.  
When the Debtors filed for protection from their creditors, they
listed estimated assets between $10 million to $50 million and
estimated debts of more than $100 million.


ORIENTAL TRADING: Carlyle Group Merger Cues S&P's Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit rating, on Omaha, Nebraska-based direct
marketer Oriental Trading Co. Inc. on CreditWatch with negative
implications.  This rating action follows the announcement that
the company will be acquired by The Carlyle Group.

"Although terms of the transaction have not been disclosed, we
believe the transaction is likely to result in a weaker financial
profile for Oriental Trading due to the potential for additional
debt on the company's capital structure," said Standard & Poor's
credit analyst Ana Lai.  "We will resolve the CreditWatch listing
after a meeting with management and a review of the company's new
capital structure and financial policy."


OWENS CORNING: Longacre Agrees to Cut Unsecured Claim to $696,215
-----------------------------------------------------------------
Arkema Inc., formerly known as Atofina Chemicals, Inc., filed
Claim No. 6994 for $2,049,892 against Owens Corning and its
debtor-affiliates.

On Dec. 15, 2004, the Claim was transferred to Longacre Master
Fund, Ltd.

The Debtors and Longacre held certain discussions concerning the
allowed amount and status of the Claim.

In a stipulation, the parties agree that the Claim will be
allowed against Owens Corning as a general unsecured non-priority
claim for $696,215.

Additionally, the parties agree to allow the Claim against
Exterior Systems, Inc., as a general unsecured non-priority claim
for $1,214,552.

Except as to the stipulated allowance, the Claim will be deemed
disallowed in its entirety.

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--   
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.  
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).   
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 131; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


OWENS CORNING: Asks Court to Approve Rights Offering Procedures
---------------------------------------------------------------
One of the key components of the Sixth Amended Plan of
Reorganization filed by Owens Corning and its debtor-affiliates
is the rights offering where some holders in Classes A5, A6-A
and A6-B will be offered the opportunity to subscribe for
72,900,00 shares of the New OCD Common Stock at $30 per share.  
As previously reported, the Debtors entered into an Equity
Commitment Agreement with J.P. Morgan Securities Inc. to
facilitate the Rights Offering.

In connection with the implementation of the Rights Offering,
Owens Corning has agreed to distribute a set of instructions
outlining the process and terms and conditions of the Rights
Offering and a related subscription acceptance form.

The Debtors ask the U.S. Bankruptcy Court for the District of
Delaware to approve their proposed rights offering subscription
procedures, distribution procedures and forms of certain
subscription documents.

                    Rights Offering Procedures

A. "Eligible Claim" and "Eligible Holder"

In accordance with the Sixth Amended Plan, the Rights Offering
will be made to "Eligible Holders" of "Eligible" claims in
Classes A5, A6-A and A6-B, rather than simply to allowed claims
in those classes.

For purposes of the Rights Offering, the Debtors propose these
criteria for determination of Eligible Claims and Eligible
Holders entitled to participate in the Rights Offerings:

   a. An "Eligible" claim will mean:

         -- an allowed claim, as of the Rights Offering Record
            Date, in Classes A5, A6-A or A6-B;

         -- all Claims in Class A5, which will be deemed to be
            $1.389 billion in the aggregate for purposes of the
            Rights Offering; and

         -- any Claim for which a proof of claim has been filed
            as non-contingent, undisputed and liquidated and:

               * if an objection to the proof of claim has
                 been filed, then the claim will only be
                 "Eligible" to the extent of any undisputed
                 portion; or

               * if an objection to the claim has not been filed
                 and no amount is reflected in the Debtors'
                 schedules of assets and liabilities but Owens
                 Corning does not dispute all or a portion of the
                 claim amount, then the claim will only be
                 "Eligible" to the extent of its undisputed
                 portion; or

               * if an objection to the claim has not been filed
                 and the corresponding claim listed in the
                 Debtors' Schedules is different than the amount
                 asserted in claim and the Court has not entered
                 an order to the contrary, then the claim will
                 only be "Eligible" to the extent of the lesser
                 of the amounts listed on the Schedules and the
                 claim, unless Owens Corning does not dispute all
                 or a portion of the claim amount, in which case
                 the undisputed portion will be the amount of the
                 "Eligible" Claim for purposes of participation
                 in the Rights Offering.

   b. An "Eligible Holder" will mean the holder of an Eligible
      Claim, solely in its capacity as the holder of an Eligible
      Claim.

B. Rights Participation Amount

The Debtors further propose that the Eligible Holders in Classes
A6-A and A6-B will be assigned a "Rights Participation Amount"
which will be used to determine the maximum number of shares for
which they may subscribe.  

To assist the Eligible Holders to determine their Rights
Participation Amounts and to provide them with a reasonable
opportunity to review and respond to the amounts, the Debtors
prepared a list of the Rights Participation Amount for each
Eligible Holder of a claim in Classes A6-A and A6-B.

A full-text copy of the List of the Rights Participation Amount
is available for free at http://ResearchArchives.com/t/s?b85

If any holder of a claim in Classes A6-A or A6-B disputes the
Rights Participation Amount, the holder must file a written
objection no later than 4:00 p.m. Eastern Time on June 29, 2006.  

All holders of claims in Classes A6-A and A6-B will be bound by
the Rights Participation Amounts unless they timely file an
objection and the Court enters an order modifying the Rights
Participation Amount.

With respect to a small number of claims in Classes A6-A and
A6-B, the Debtors dispute the amount of the claim submitted by
the holder, but acknowledge that some amount may be owed.  In
those instances, the Debtors have listed the Rights Participation
Amounts at zero to avoid making any admission as to liability and
the value of the claim.  The holders of those claims who wish to
participate in the Rights Offering may file an objection.  

With respect to Class A5, all holders of OCD Bondholders Claims
are treated as Eligible Holders.  The Debtors estimate that the
aggregate amount of claims in Class A5 is around $1.389 billion
for purposes of the Rights Offering.  However, there are various
face amounts and accrued interest amounts for each issuance of
bonds in Class A5.  Therefore, the Debtors and their financial
advisor Lazard Freres & Co. LLC developed a formula to determine
each Class A5 Eligible Holder's "Rights Participation Amount"
that is linked to the principal amount of the particular bond in
question.

The Right Participation Amount for each issuance will be divided
by the aggregate Rights Participation Amounts of all Eligible
Holders in Classes A5, A6-A and A6B to produce a "Pro Rata
Multiplier."  The maximum number of Rights Offering Shares
allocated to each issuance will be determined by multiplying the
Pro Rata Multiplier by the total number of available Rights
Offering Shares for Classes A5, A6-A and A6-B.  The holders of
bonds within a particular issuance will then be entitled to
subscribe for their Pro Rata share of the maximum number of
Rights Offering Shares allocated to their issuance.

The Rights Participation Amounts and Maximum Share Amounts for
Eligible Holders of Claims in Class A5 will be calculated by the
Debtors wherever possible and will be listed on the appropriate
Subscription Acceptance Form.

The formula to determine the Maximum Share Amount for Classes
A6-A and A6-B is similar to that for Class A5.  The holder's
Rights Participation Amount will be divided by the aggregate
number of all Rights Participation Amounts for Classes A5, A6-A
and A6-B to produce a Pro Rata Multiplier.  The Pro Rata
Multiplier will then be multiplied by the total number of Rights
Offering Shares, with the resulting number being rounded down to
the next lowest whole number, which will be the Maximum Share
Quantity.  The Debtors currently estimate that the Maximum Share
Amount will be approximately 42 Rights Offering Shares per $1,000
of Rights Participation Amount.

Eligible Holders may subscribe for any number of Rights Offering
Shares up to the Maximum Share Quantity at the price of $30 per
share.

The Debtors will provide each Eligible Holder with a set of the
Instructions that includes a step-by-step formula to be used to
determine the Subscribed Share Quantity and the Total Purchase
Price.

C. Subscription Acceptance Form

To validly exercise its right to participate in the Rights
Offering, once each Eligible Holder determines its Subscribed
Share Quantity and Total Purchase Price, it must also complete
and execute a "Subscription Acceptance Form."  

Each Subscription Acceptance Form:

   -- identifies the Eligible Holder;

   -- provides a table to assist the Eligible Holder in
      calculating its Total Purchase Price;

   -- contains a certification that the signatory is authorized
      to execute the form on behalf of the Eligible Holder, that
      the Eligible Holder is authorized to participate in the
      Rights Offering and agrees to be bound by the terms of
      the Subscription Acceptance Form and Instructions; and

   -- contains certain other standard acknowledgments relative to
      potential securities laws and related exculpation issues.

To validly exercise its right to participate in the Rights
Offering, each Eligible Holder of a Class A5 Claim must return a
duly executed Subscription Acceptance Form to Financial Balloting
Group LLC and tender the Total Purchase Price to Owens Corning
before 2:00 p.m. Pacific Time on the same day as the Plan Voting
Deadline -- Subscription Expiration Time.

Each Eligible Holder of a Class A6-A and A6-B Claim must return a
duly executed Subscription Acceptance Form to Omni Management
Group LLC and tender the Total Purchase Price to Owens Corning
before the Subscription Expiration Time.  

The Debtors intend to provide Each Eligible Holder with
instructions outlining the general terms and conditions under
which the Rights Offering is being made.

                      Distribution Procedures

The Debtors also propose procedures that govern the distribution
of the Subscription Documents to each of the Eligible Holders in
Classes A5, A6-A and A6-B.  Because Class A5 is comprised of nine
different issuances of Prepetition Bonds that are held in
different manners, special Instructions and Subscription
Acceptance Forms are required for each type of issuance.  

In addition to procedures relating to Classes A6-A and A6-B, the
Debtors came up with three different distribution procedures for
Class A5 to accommodate the different manner in which the
Prepetition Bonds are held:

A. Class A5

   1. Registered Bondholder

      The Subscription Documents for Eligible Holders in Class A5
      will be sent directly to the Prepetition Bonds' registered
      owners that are identified in the Debtors' books and
      records as of the Rights Offering Record Date.  If those
      holders wish to participate in the Rights Offering, they
      must complete and return their Subscription Acceptance
      Forms directly to the Financial Balloting Group and make
      their subscription payments directly to Owens Corning.

   2. Street Name Bond

      The Financial Balloting Group will also act as agent in
      connection with the Rights allocated with respect to any
      bonds held in street name through the Depository Trust
      Company.  The Debtors expect that DTC will allocate the
      Rights through its Automated Subscription Offer Program in
      accordance with the Pro Rata Multiplier for each issuance
      of bonds.  A sufficient number of Subscription Documents
      will be provided to the Nominees.  The Nominees will then
      distribute the Subscription Documents to the beneficial
      holders of the Prepetition Bonds.  If the beneficial
      holders wish to participate in the Rights Offering, they
      must return their properly completed Subscription
      Acceptance Form to their Nominees, in turn, will submit
      instructions through ASOP, and DTC will provide ASOP
      instructions to the Financial Balloting Group and will
      arrange for proper payment to Owens Corning.

   3. Bearer Bond

      With respect to Eligible Holders in Class A5, the Debtors
      are unaware of the identities of most of the holders.  
      Therefore, the Debtors plan to provide publication notice
      regarding the Rights Offering so that the holders will have
      notice of the Rights Offering and instructions on where to
      obtain the Subscription Documents.

      The holders of the bearer bonds must return the applicable
      Subscription Acceptance Document to Financial Balloting
      Group, deposit their bonds in an acceptable depositary and
      transfer the subscription payment directly to Owens
      Corning.

B. Classes A6-A and A6-B

   With respect to the Eligible Holders in Classes A6-A and A6-B,
   the Subscription Documents will be sent directly to each
   Eligible Holder in this category.  The holders must return the
   applicable Subscription Acceptance Form to Omni Management and
   transfer the subscription payment directly to Owens Corning.

                   Form of Subscription Documents

The Debtors will provide each Eligible Holder in Classes A5, A6-A
and A6-B with (a) a set of Instructions and (b) a Subscription
Acceptance Form.  The Debtors believe that their proposed forms
of Subscription Documents are:

   -- fair and reasonable;

   -- fairly designed to enable an Eligible Holder to determine
      whether or not to exercise its Rights to participate in the
      Rights Offering;

   -- consistent with other documents approved in other large
      chapter 11 cases.

The Debtors seek the Court's permission to distribute the
Subscription Documents to Eligible Holders together or
concurrently with the Solicitation Packages, if necessary, or at
a later time prior to the Effective Date as may be deemed
appropriate by the Debtors, the other Plan Proponents and J.P.
Morgan.

Given the nature of the Subscription Documents, the Debtors
further ask the Court to supplement the Solicitation Procedures
Motion to:

   -- include the procedures for distributing the Subscription
      Documents to Eligible Holders concurrently with the
      Solicitation Packages in the solicitation procedures, if
      and as necessary;

   -- include the procedures for determining the extent to which
      the holders of claims in Classes A5, A6-A and A6-B that
      have not yet been determined to be Allowed Claims may
      participate in the Rights Offering; and

   -- permit the Debtors to distribute the forms of the
      Subscription Documents in accordance with those procedures.

                        About Owens Corning

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--   
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.  
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).   
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 132; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


OWENS CORNING: Can Hire American Appraisal as Valuation Consultant
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Owens
Corning and its debtor-affiliates permission to employ American
Appraisal Associates, Inc., as their valuation consultants, nunc
pro tunc to Feb. 10, 2006.

The Debtors need American Appraisal to provide valuation services
required to assist them in achieving compliance with some
Financial Accounting Standards Board regulations.  In preparation
for their emergence from Chapter 11, the Debtors are required to
value the assets and liabilities of each of their operating units
at fair market value, as of the date of emergence.

American Appraisal is expected to:

   a. assist Owens Corning in meeting its financial reporting
      requirements for fresh start accounting by providing an
      independent and objective opinion of the fair market value
      of tangible and intangible assets by operating segments;

   b. analyze the Assets, including, but not limited to
      researching relevant economic, industry and company
      specific factors, conduct site visits and interviews,
      determine preliminary asset values, and allocate asset
      values to operating segments and reporting units;

   c. prepare, present and deliver preliminary reports and issue
      final reports;

   d. assist with the preparation fresh start balance sheets and
      impairment testing by reporting unit;

   e. assist with data management and SAP conversion; and

   f. perform all other necessary services to the Debtors in
      connection the fresh start accounting and the appraisal of
      the Assets.

American Appraisal's hourly billing rates are:

      Senior Vice President                  $650
      Managing Principal                     $575
      Principal                              $450
      Engagement Director                    $325
      Senior Appraiser                       $275
      Staff Appraiser                        $225
      Associate Appraiser                    $150

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--   
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.  
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).   
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 129; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


OWENS-ILLINOIS: S&P Puts BB- Rating on Proposed $250 Million Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating and
its recovery rating of '2' to Owens-Illinois Inc.'s proposed $250
million senior secured term loan D due 2013.  The ratings are
based on preliminary terms and are subject to review of final
documentation.  The rating on the proposed term loan D is the same
as the corporate credit rating; this and the recovery rating of
'2' indicate that lenders can expect substantial recovery of
principal in the event of a payment default.

Additional changes in the proposed credit facilities include an
increase to the company's proposed senior secured revolving credit
facility to $900 million from $850 million, and a decrease in the
proposed term loan B to $200 million from $300 million.  

Proceeds from the term loan D will be used to repay the existing
credit facilities and proceeds from the term loan B will be used
to repay a portion of the existing senior secured notes due 2009.
The bank loan rating on Owens-Illinois' proposed $1.7 billion
senior secured bank facilities is 'BB-' and the recovery rating
is '2', indicating our expectation of substantial recovery of
principal in the event of a payment default.

The corporate credit rating on Owens-Illinois is 'BB-'.  The
rating outlook is negative.  Toledo, Ohio-based Owens-Illinois'
total debt was $5.3 billion at March 31, 2006.

"The ratings on Owens-Illinois and related entities reflect its
highly leveraged financial profile, subpar credit measures, and
meaningful concerns regarding its asbestos liability.  These
factors are partially offset by a satisfactory business position
and attractive profitability," said Standard & Poor's credit
analyst Liley Mehta.

Ratings List:

Owens-Illinois Inc.:

   Corporate credit rating:              BB-/Negative/--
   $250 million sr secured term loan D:  BB- (Recovery rtg: 2)
   Senior secured credit facilities*:    BB- (Recovery rtg: 2)
   Senior unsecured debt*:               B
   Preferred stock:                      B-

Owens-Brockway Glass Container Inc.:

   Senior secured notes:  BB- (Recovery rtg: 2)


* Guaranteed by Owens Illinois Group Inc.


PARMALAT USA: Court Okays Pact Allowing Liberty's $347,625 Claim
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the stipulation between Farmland Dairies LLC, a Parmalat
USA Corporation debtor-affiliate, and Liberty Mutual Group
allowing Liberty's claim against the Debtor.

Liberty asserted Claim No. 365 against Farmland for $259,577.  The
Farmland Unsecured Creditors' Trust objected to the Claim.

Subsequently, Liberty filed Claim No. 1038 for $347,625, amending
Claim No. 365.

The Farmland Trust and Liberty stipulate that in complete
satisfaction of the Claims, Liberty will be allowed a $347,625
general unsecured claim against Farmland.  

The Trust withdraws with prejudice its Claim Objection.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors.  When the U.S.
Debtors filed for bankruptcy protection, they reported more than
$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.  (Parmalat Bankruptcy News, Issue
No. 72; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PLIANT CORP: Former CEO & Chairman Durham Objects to Ch. 11 Plan
----------------------------------------------------------------
On June 10, 2004, Richard P. Durham and Pliant Corporation and its
debtor-affiliates entered into a separation agreement terminating
Mr. Durham's employment as the Debtors' chief executive officer
and chairman of the Board of Directors.  Mr. Durham is now the
manager of Durham Capital, LLC.

Pursuant to the terms of his separation agreement and employment
agreement, Mr. Durham exercised a put option that obligated the
Debtors to pay for the outstanding capital stock and other equity
interests he owned.

The Debtors were not able to pay the full amount then owing to
Mr. Durham as a result of his exercise of the put option due to
restrictions imposed by certain covenants in their credit
facilities.

According to Mr. Durham, the Debtors owe him $11,747,513.

Mr. Durham timely filed a proof of claim asserting a general
unsecured claim for the Payment Obligation.

Mr. Durham, through Durham Capital, also holds an additional
4,833 shares of common stock, which are subject to a non-recourse
promissory note of $2,430,798, dated May 31, 2000, and which were
pledged by the Debtors to their lenders under the terms of their
credit facility.

Mr. Durham notes that the Debtors' Plan of Reorganization
provides, in pertinent part, that "any Claim arising from the
exercise of put or repurchase rights shall be subordinated
pursuant to section 510(b) of the Bankruptcy Code as Class 11
Outstanding Common Stock Interests."

Under the Plan, allowed Class 11 interests are to receive a Pro
Rata share of New Equity Common Stock.  The Plan further provides
that "[e]ach Holder of an Allowed Outstanding Common Stock
Interest resulting from the subordination under section 510(b) of
the Bankruptcy Code of a Claim shall be only entitled to receive
a distribution of New Equity Common Stock in respect of the
capital stock held by such Holder that is related to such Claim."

Mark Minuti, Esq., at Saul & Ewing LLP, in Wilmington, Delaware,
argues that confirmation of the Debtors' Chapter 11 Plan should
be denied because the Plan:

   (1) improperly attempts to limit the Durham Claim as
       subordinated;

   (2) cannot alter Durham's defenses to the Debtors' Claims, if
       any; and

   (3) may not be feasible.

Section 510(b) permits, under certain circumstances, the
subordination of claims, but there is no provision of the
Bankruptcy Code which would permit the Debtors to alter or dilute
the value of the Durham Claim once subordinated, Mr. Minuti
contends.  If the Claim is subordinated under Section 510(b),
then Mr. Durham is entitled to share in the Class 11
distributions based on the value of the Claim and not based on
the number of shares of stock repurchased, but not paid for, by
the Debtors.  The Plan, therefore, has not been proposed in good
faith and violates Sections 1129(a)(l), (2) and (3) of the
Bankruptcy Code, Mr. Minuti asserts.

Mr. Minuti further argues that while the subordination of Mr.
Durham's Claim is a condition to the Plan going effective, the
Plan provides the Debtors with the ability to waive this
condition.  When the Debtors fail to subordinate the Durham
Claim, and in the unlikely event that the Debtors were to waive
this condition, it is not at all clear how the Debtors will pay
the Durham Claim in full, Mr. Minuti says.

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  James F. Conlan, Esq.,
at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, represent the
Debtors in their restructuring efforts.  The Debtors tapped
McMillan Binch Mendelsohn LLP, as their Canadian bankruptcy
counsel.   The Ontario Superior Court of Justice named RSM
Richter, Inc., as the Debtors' information officer in their
restructuring proceeding under Companies Creditors Arrangement Act
in Canada.  Kenneth A. Rosen, Esq., at Lowenstein Sandler, P.C.,
serves as counsel to the Official Committee of Unsecured
Creditors.  Don A. Beskrone, Esq., at Ashby & Geddes, P.A., is
local counsel to the Creditors' Committee.  As of Sept. 30, 2005,
the company had $604,275,000 in total assets and $1,197,438,000 in
total debts.  (Pliant Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PORCH & PATIO: Anticipates Ct. Approval of Continued Sale Funding
-----------------------------------------------------------------
Parties involved with the Chapter 11 bankruptcy case of Porch &
Patio, Inc., confirmed that the U.S. Bankruptcy Court for the
District of Connecticut in New Haven is expected to approve an
order for the ongoing use of funds required to continue Porch &
Patio's going out of business sale.

The Court's approval is important because without such an order,
the Debtor would not be authorized to spend its funds to conduct
the sale.  Parties familiar with the case report that the secured
lender, the Attorney General and the U.S. Trustee are all expected
to support the continuation of the funding for the going out of
business sale.

With an inventory valued at approximately $2 million, the Debtor's
management and secured lender knew that there was a good inventory
of porch and patio furniture to liquidate at this going out of
business sale.  The challenge was "to structure the sale in a way
that would allow the company to offer the best value to the public
and the company's creditors while offering the greatest protection
for consumers."  explained Porch & Patio's lead bankruptcy
counsel, Myles Alderman.

Inventory has been selling faster than initially anticipated and
public response to the sale has been very positive.  The Debtor's
president, Ben Fronsaglia commented "I think that the great public
response to this sale shows what can happen when a retailer with a
quality product works with the state and federal authorities to
structure a bankruptcy sale that can deliver true value."

Porch & Patio's entire inventory of outdoor furniture and
fireplace accessories is on sale from 10:00 a.m. to 7:00 p.m.,
Mondays through Saturdays, and from 12:00 noon to 5:00 p.m. on
Sundays.  The Debtor's stores are located at:

     a) 363 Post Road, Rt. 1
        Orange, Connecticut
        (at exit 41 off I-95)
        Phone: (203) 795-4599

     b) 898 Silas Deane Highway, Rt. 99
        Wethersfield, Connecticut
        Phone: (860) 513-4599.

"Everything in the stores is being sold at no less than 40% off
the manufacturer's suggested retail price. All kinds of furniture,
fireplace accessories and patio sets will be on sale," said Mr.
Fronsaglia.

Consumers with deposits on furniture at Porch and Patio were able
to bring their receipts to the Porch & Patio store in Wethersfield
or Orange, CT.  If the furniture for which they placed a deposit
was available, their purchase was completed and they picked up
their furniture.  Consumers that made deposits for furniture that
was not available were given the choice of a store coupon for 50%
of their deposit, or filing a proof of claim.  The majority chose
to accept coupons that they could use to purchase other product on
sale.

                        About Porch & Patio

With retail locations in Wethersfield and Orange, Connecticut,
Porch and Patio, Inc. -- http://www.porchandpatio.com--   
manufactured high-quality outdoor and casual furniture and
accessories.  The Company filed for chapter 11 protection on May
5, 2006, (Bankr. D. Conn. Case No. 06-30626).  Myles H. Alderman,
Jr., Esq., at Alderman & Alderman represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated its assets and debts at $1 to $10
million.


PROVIDENTIAL HOLDINGS: Forms Unit for Western Medical Purchase
--------------------------------------------------------------
Providential Holdings Inc. (OTCBB:PRVH) formed "Providential
Western Medical Inc.," a wholly owned subsidiary of the company,
for the acquisition of key assets of Western Medical Inc., an
Arizona corporation engaged in the business of selling durable
medical equipment and providing related services, with
headquarters in Phoenix and locations in Prescott and Tucson,
Ariz.

According to the asset purchase agreement signed by both companies
on June 2, 2006, Providential Holdings will purchase key assets,
valued at approximately $15 million, of Western Medical Inc. for
$5.25 million in cash.

As reported in the Troubled Company Reporter on June 9, 2006,
Western Medical is expected to file a Chapter 11 Petition shortly
following the execution of the asset purchase agreement and move
for the authority to sell the assets to Providential and provide
for the assumption and assignment of certain executory contracts
to Providential under the terms of the agreement.  Both companies
understand such sale will be subject to higher and better bids
that may be asserted and approved by the Bankruptcy Court.

The closing of this transaction is subject to the approval of the
Bankruptcy Court and other conditions as described in the asset
purchase agreement, and is expected to occur on an agreed-upon
date no later than 10 business days following entry of a final
Sale Order by the Bankruptcy Court.

                       About Providential

Basedin Huntington Beach, California, Providential Holdings, Inc.
(OTCBB:PRVH) -- http://www.phiglobal.com/-- specializes in   
mergers and acquisitions and invests in international markets.  
The Company acquires and consolidates special opportunities in
selective industries to create additional value, acts as an
incubator for emerging companies and technologies, and provides
financial consultancy and M&A advisory services to U.S. and
foreign companies.

                          *     *     *

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 14, 2005,
Kabani & Company, Inc., raised substantial doubt about
Providential Holdings, Inc.'s ability to continue as a going
concern after it audited the Company's financial results for the
year ended June 30, 2005.  The auditors pointed to the Company's
accumulated deficit and losses in the years ended June 30, 2005,
and 2004.  At March 31, 2006, the Company's balance sheet showed
accumulated deficit of $18,970,157.  The company posted a $186,050
net loss for the period ended March 31, 2006.


PWB MILLWORKS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: PWB Millworks, LLC
        6175 Hickory Flat Highway, Suite 110-354
        Canton, Georgia 30115

Bankruptcy Case No.: 06-66877

Chapter 11 Petition Date: June 14, 2006

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Lawrence E. Burke, Esq.
                  Lawrence E. Burke, P.C.
                  367 Atlanta Street
                  Marietta, Georgia 30060
                  Tel: (770) 421-1297
                  Fax: (770) 218-5525

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


RADIOLOGIX INC: Moody's Pares Rating on $160 Mil. Sr. Notes to B3
-----------------------------------------------------------------
Moody's Investors Service downgraded Radiologix, Inc.'s credit
ratings, concluding a rating review initiated on February 16,
2006.  Following this rating action, the outlook is negative.

Ratings downgraded:

   * $160 million, 10.5% senior unsecured notes due 2008, to B3
     from B2

   * Corporate Family Rating, to B2 from B1

   * The ratings outlook is negative.

The downgrades primarily reflect Moody's expectation that the
company will experience material reductions in revenues and
cash flows as a result of forthcoming changes in Medicare
reimbursements for its diagnostic imaging services.  The impact
of the Medicare changes will be substantial given that roughly
26% of RGX's payor mix is derived from Medicare and that it is
exclusively a non-hospital based, fixed-site provider, with all
of the sites receiving current reimbursements for the technical
component under the Medicare Part B schedule.

This, combined with the expectation of significant capital
expenditures required to remain competitive, is reflected in the
B2 corporate family rating and underscored by the negative ratings
outlook.

On Feb. 8, 2006, the Deficit Reduction Act of 2005 was passed,
which provides that reimbursement for the technical component of
imaging services in non-hospital based freestanding facilities
will be capped at the lesser of the Medicare Part 'B' Physician
Fee Schedule or the Hospital Outpatient Prospective Payment
System.  Services impacted by this portion of the legislation will
exclude diagnostic and screening mammography. The new rules will
go into effect on Jan. 1, 2007.

Changes in Medicare reimbursement for imaging services under the
DRA will also result in the reduction in reimbursement for
multiple images on contiguous body parts.  Currently, Medicare
reimburses at a level of 100% of the technical component of each
procedure.  Under the new rules, Medicare will pay 100% of the
technical component of the higher priced imaging procedure with
payments for additional scans performed on contiguous body parts
to be reduced by 25% for 2006 and 50% for 2007 and beyond.

Moody's estimates that the implementation of the contiguous body
part portion of the DRA changes will negatively impact revenues,
cash flows and pre-tax earnings by at least $5 million during 2006
and 2007.  In addition, Moody's anticipates that the fee schedule
changes mandated by the DRA will unfavorably impact sales, cash
flows and earnings by $12 million or more in 2007.

The negative outlook reflects Moody's expectation that the
company's revenues and cash flow will come under further pressure
as a consequence of the DRA changes.  Ten percent of the company's
managed care revenues are linked to the Medicare fee schedule,
hence this payor group may be expected to move reimbursement
levels down gradually as contracts come up for renewal, in tandem
with the Medicare cuts.  In addition, other managed care providers
may adjust their reimbursements in parallel to the new Medicare
changes.

Further downward rating pressure could develop if there is a
decline in the company's ratio of adjusted free cash flow to debt
below roughly 2% or if the ratio of adjusted total debt to EBITDA
increases above 6x.  Upward rating pressure could materialize if
the ratio of adjusted free cash flow to debt improves within a
range of 5% to 10% or if the ratio of adjusted total debt to
EBITDA drops below 4.5x or if the DRA changes are in some way
modified or repealed.

RGX is a leading provider of diagnostic imaging services, owning
and operating multi-modality diagnostic imaging centers that use
advanced technologies such as positron emission tomography,
magnetic resonance imaging, computed tomography and nuclear
medicine, as well as other modalities.  RGX owned or operated 71
diagnostic imaging centers across 7 states as of Dec. 31, 2005.  
For the twelve months ended March 31, 2006, the company recognized
revenue of roughly $254 million.


REFCO INC: Chapter 11 Trustee Wants Rule 2004 Request Denied
------------------------------------------------------------
Marc S. Kirschner, the Chapter 11 trustee of the estate of Refco
Capital Markets, Ltd., asks The Hon. Robert Drain of the United
States Bankruptcy Court for the Southern District of New York to
deny Russia Growth Fund, Ltd.'s request for a Rule 2004
examination on RCM.

Mr. Kirschner contends that Russia Growth's request for customer-
specific information regarding its account at RCM implicates
"Estate Property Issue".  The request for discovery is also
contrary to the Bankruptcy Court's order staying "Estate Property
Issue" proceedings.

To the extent Russia Growth's request for information related to
a prepetition margin call does not technically fall within the
scope of the Stay Order, the Court should exercise its discretion
to deny the request at this time, Mr. Kirschner says.

Mr. Kirschner explains that he continues to be mired with the
review of the RCM case.  The review includes analysis of complex
claims by and against each of the debtor entities as well as
analysis in respect of issues relevant to assisting with the
development of a plan of reorganization.

As RCM's books and records reflect thousands of separate
accounts, Mr. Kirschner fears that allowing Russia Growth to
conduct discovery will cause the RCM estate to be inundated with
similar discovery requests.  Mr. Kirschner says those requests,
on a case-by-case basis, would significantly impair his ability
to evaluate the RCM estate rationally and otherwise continue
efforts to develop an acceptable reorganization plan.

The Chapter 11 trustee also notes that Russia Growth's request
was initially scheduled for hearing in January 2006.  Prior to
the Initial Hearing, the Refco Debtors provided Russia Growth (i)
access to an electronic data room and (ii) courtesy copies of
certain e-mail correspondence related to a prepetition margin
call and a statement of Russia Growth's account.

Since the Initial Hearing Date, the Debtors have provided
additional information to Russia Growth as a courtesy.

                        Rule 2004 Request

Russia Growth Fund, Ltd. is a hedge fund that since 1995, has
maintained an account consisting of cash and securities with
Debtor RCM Capital Management, Inc.

David Wander, Esq., at Wander & Associates, P.C., in New York,
tells the Court that Russia Growth actively trades its account,
and many of the trades include the sale of put options.  Based on
various trades relating to put options that were in place as of
the Petition Date, various securities should have been delivered
to the RGF Account on the third Friday in October, November and
December 2005.

Mr. Wander adds that there is also a margin account associated
with the RGF Account.  Immediately prior to RCM Capital's self-
imposed trading moratorium two weeks before the Petition Date,
Russia Growth was instructed by an RCM Capital account executive
to provide an additional $1,000,000 in its margin account, as
requested from RCM Capital's credit department.

Although Russia Growth was unaware of any margin calls at that
time and did not understand the need for the additional funds,
nonetheless, it wired an additional $650,000 to RCM Capital for
the RGF Account.

By Nov. 28, 2005 letter, Russia Growth asked the Debtors to
obtain whatever information they have regarding RCM Capital's
request that RGF wire an additional $1,000,000 to the margin
account and to preserve any related documentation.  Russia Growth
also inquired whether a similar request for additional funds to a
margin account was made around the same time to any other RCM
Capital customers.

Pursuant to Bankruptcy Rule 2004, Russia Growth asked Judge Drain
to:

   (a) direct the examination of RCM; and

   (b) require the Debtors to produce certain documents
       pertaining to the RGF Account, specifically:

       -- RCM' Capital's request for additional funds to Russia
          Growth's margin account shortly before RCM Capital's
          self-imposed trading moratorium in October 2005;

       -- any postpetition trading activity relating to the RGF
          Account;

       -- the delivery of securities relating to put options in
          place before the Petition Date; and

       -- the manner in which RCM Capital has credited the
          postpetition increase in the net portfolio value of the
          RGF Account, as well as the specific securities in the
          account.

Mr. Wander maintains that Russia Growth only seeks a very limited
examination of RCM, notwithstanding the broad and unfettered
scope of Bankruptcy Rule 2004.

                         About Refco Inc

Based in New York, New York, Refco Inc. -- http://www.refco.com/  
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago, New
York, London and Singapore.  In addition to its futures brokerage
activities, Refco is a major broker of cash market products,
including foreign exchange, foreign exchange options, government
securities, domestic and international equities, emerging market
debt, and OTC financial and commodity products.  Refco is one of
the largest global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262). (Refco Bankruptcy News, Issue
No. 32; Bankruptcy Creditors' Service, Inc., 215/945-7000).


REFCO INC: Official Creditors Committee Inks Settlement with BAWAG
------------------------------------------------------------------
Following arm's-length and good-faith negotiations conducted in
New York, London, and Vienna, the Official Committee of Unsecured
Creditors appointed in Refco Inc. and its debtor-affiliates
chapter 11 cases, BAWAG P.S.K. Bank fuer Arbeit und Wirtschaft und
Oesterreichische Postsparkasse Aktiengesellschaft, and the Debtors
and their subsidiaries reached an agreement in principle to settle
the adversary proceeding commenced against certain of the Debtors
and third parties, including the Creditors Committee's
counterclaim against BAWAG.

The complaint asserted claims relating to BAWAG's loan of
approximately $430,000,000 to the Phillip R. Bennett Three Year
Annuity Trust, Refco Group Holdings Inc., and other alleged
entities, on October 10, 2005.

The terms of the settlement agreement were put on record in a
sealed courtroom on May 1, 2006, and subsequently memorialized in
a proposed stipulation.

                 Integrated Settlement with USAO

Luc A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
New York, tells the U.S. Bankruptcy Court for the Southern
District of New York that the Proposed Settlement was inextricably
intertwined with resolution of the competing interests of the
Office of the United States Attorney for the Southern District of
New York.

Contemporaneous with the execution of the Stipulation, the USAO
entered into a Non-Prosecution Agreement with BAWAG and its
shareholders, composed of:

   (i) Anteilsverwaltung BAWAG P.S.K. Aktiengesellschaft, which
       directly or indirectly owns 100% of BAWAG's equity;

  (ii) Osterreichische Gewerkschaftliche Solidaritat
       Privatstiftung, which holds 771,677 shares;

(iii) Osterreichischer Gewerkschaftsbund -- OGB -- which holds
       72,000 shares; and

  (iv) OGB Vermogensverwaltungsgesellschaft m.b.H., which holds
       731,323 shares, the sole shareholder of which is Die OGB
       Beteiligungsgesellschaft m.b.H., which in turn is owned by
       OGB.

Under the Non-Prosecution Agreement, the USAO will refrain from
prosecution of BAWAG and related parties in return for settlement
payments on the same terms and conditions as BAWAG has agreed to
provide the Creditors Committee, including:

   -- a $75,000,000 initial payment;

   -- a $262,500,000 deferred payment; and

   -- a contingent payment of 15% of the amount by which the
      transaction value of a sale transaction exceeds
      EUR1,800,000,000, on the understanding that the contingent
      payment to the USAO will not exceed $100,000,000.

To induce the Creditors Committee to enter into the Proposed
Settlement, the USAO agreed, as memorialized in a Letter
Agreement, dated June 2, 2006, to transfer to the Refco Group
Ltd. estate not less than 50% of the USAO Settlement Funds
forfeited by BAWAG in connection with the Non-Prosecution
Agreement and any related proceeding.

The USAO may seek to share some of the 25% of the overall
settlement proceeds it retains with alleged victims of the
Bennett receivables fraud.  To the extent that the "victims"
include Thomas H. Lee Partners, L.P. and certain of its
affiliates and co-investors, the Creditors Committee reserves all
its rights as to the THL Entities' entitlement to receive those
funds.

                   BAWAG Settlement Agreement

The principal terms of the Proposed Settlement, as embodied in
the Stipulation, are:

   (1) Guaranteed Settlement Amount

       BAWAG will cause the $75,000,000 Initial Payment to be
       irrevocably transferred to RGL within 10 days of the
       Stipulation becoming a final order.

       BAWAG will cause the $262,500,000 Deferred Payment plus
       interest to be irrevocably transferred to RGL on the date
       that is the earliest to occur of:

          * the consummation of a sale or merger involving BAWAG
            or any of its subsidiaries with a Transaction Value
            equal to or greater than $500,000,000;

          * June 2, 2007; and

          * the commencement of an insolvency or similar
            proceeding.

       Nothing in the Stipulation will prevent the Deferred
       Payment from being satisfied in full and in cash in lieu
       of posting a "direct pay" letter of credit or surety bond
       drawn in RGL's favor to be issued by a U.S. financial
       institution, which:

          -- is unaffiliated with BAWAG;

          -- has a credit rating by Standard & Poor's of not
             lower than "AA;" and

          -- is otherwise reasonably acceptable to the Creditors
             Committee and Refco.

       The Acceptable Surety will be payable immediately on
       demand on the Deferred Payment Date, or sooner under
       certain circumstances.

   (3) Contingent Sale Participation Right

       If BAWAG or the BAWAG Shareholders consummate a Sale
       Transaction that provides for a Transaction Value in
       excess of EUR1,800,000,000, BAWAG and the BAWAG
       Shareholders will pay the RGL estate the Contingent
       Payment.

   (4) Mutual Dependence on Non-Prosecution Agreement

       The Proposed Settlement is integrated with, and dependent
       on, the corresponding settlement by BAWAG with the USAO,
       which will generate the USAO Distribution for RGL's
       benefit.

       The execution of the Non-Prosecution Agreement and any
       required approvals of the USAO Distribution, as well as
       the Bankruptcy Court's approval of the Stipulation, are
       conditions precedent to effectiveness of both agreements.
       Any failure to satisfy the monetary obligations will be a
       breach of both transactions.

   (5) Matters Concerning BAWAG Forfeited Funds

       Given that the Creditors Committee is not a party to the
       Non-Prosecution Agreement, yet stands to receive material
       benefits from the BAWAG Forfeited Funds, the Creditors
       Committee negotiated for certain protections if BAWAG
       does not perform for the USAO as anticipated or the USAO
       relieved BAWAG of its obligations under the Non-
       Prosecution Agreement.

       BAWAG will pay RGL 50% of the USAO's shortfall in the
       event that:

          -- the BAWAG Forfeited Funds consists of payments less
             favorable to the USAO than the Initial Payment, the
             Deferred Payment, or the Contingent Payment, taken
             individually; or

          -- the portion of the BAWAG Forfeited Funds that
             corresponds to the Contingent Payment is not  
             delivered to the USAO within 30 days of the date
             RGL receives the Contingent Payment.

       BAWAG will not be required to specifically guarantee the
       USAO's faithful performance under the Letter Agreement,
       but in the event the BAWAG Forfeited Funds is less than
       expected, BAWAG will ensure that RGL receives the
       anticipated total guaranteed consideration of
       $506,250,000.

   (6) Condition to Distribution of RGL Payments

       Any creditor of the Debtors that receives any portion of
       the Initial Payment, the Deferred Payment, the Contingent
       Payment, or the USAO Distribution, whether pursuant to a
       plan of reorganization, liquidation or otherwise, will be
       required to provide to the BAWAG Parties a release of all
       claims or actions arising from or related to transactions
       involving Refco or the RGHI Entities.

       Implementation of that condition to distribution may
       include creditors making an election on the ballot or in
       other document as may be approved by the Bankruptcy
       Court, or on other means as is necessary to accomplish
       the same result in the event one or more of the Debtors'
       bankruptcy cases is or becomes a case under Chapter 7 of
       the Bankruptcy Code or is dismissed.

       Any portion of the RGL Payments that would have been made
       to the Debtors' creditors, but for their election not to
       receive their share of the RGL Payments, will be returned
       to BAWAG.

   (7) No Claim by BAWAG Parties

       The BAWAG Parties will not file, and will withdraw with
       prejudice, any proof of claim in any of the Debtors'
       Chapter 11 cases.

   (8) Exchange of Releases

       The Refco Parties and the BAWAG Parties will exchange
       mutual releases on BAWAG's satisfaction of the Guaranteed
       Settlement Amount and the USAO Distribution.

   (9) Claims Reduction and Bar Order

       In the event that any of the Refco Parties sues a third
       party asserting a Claim Over -- a claim for
       contribution, indemnification, or reimbursement --
       against any of the BAWAG Parties, the Refco Parties will
       insulate the BAWAG Parties from liability.  This
       protection may be accomplished by judgment reduction,
       partial or complete release, settlement credit, setoff,
       election to recover exclusively under an award for which
       there is no claim, or such other method as may be
       permitted by applicable law at the election of Refco or
       the Debtors.

       All Unnamed Parties will be permanently barred and
       enjoined from commencing or prosecuting any action
       against the BAWAG Parties based on a Claim Over.  To make
       a bar reciprocal, the BAWAG Parties will be permanently
       barred and enjoined from commencing any action against
       the Unnamed Parties for recovery of the equivalent of a
       Claim Over by the BAWAG Parties for any amounts paid
       pursuant to the Proposed Settlement.

  (10) Protection from Subsequent Challenge

       As part of the Proposed Settlement, the Creditors
       Committee and BAWAG seek that the Bankruptcy Court find
       that the stipulations and agreements contained in the
       Stipulation, the Initial Payment, the Deferred Payment,
       the Acceptable Surety, and the Contingent Payment will
       not be subject to subsequent challenge, avoidance,
       disgorgement, or turnover, on any theory, under the law
       of any relevant jurisdiction, without regard to any
       contrary result dictated by comity or similar
       considerations.

  (11) Dissolution of the Attachment Order

       The Bankruptcy Court's ex parte order of attachment and
       temporary restraining order, which was further amended
       by an agreement on May 11, 2006, will be dissolved upon:

          (i) receipt of the Initial Payment and the Acceptable
              Surety for the Deferred Payment by RGL; and

         (ii) receipt of the equivalent of the Initial Payment
              and the Acceptable Surety for the Deferred Payment
              by or as directed by the USAO.

  (12) Third Party Approval

       The Stipulation is subject to approval of all estate
       representatives and the Debtors' non-debtor affiliates.
       The Creditors Committee has discussed the terms and
       conditions of the Proposed Settlement with all parties
       and has been advised that each party supports the
       compromises embodied by the Stipulation.

       The Creditors Committee believes all approvals will be
       provided within the 15-day review period contemplated by
       the Stipulation.

  (13) Austrian Financial Market Approval

       The Stipulation is also subject to a 15-day waiting
       period during which time the Austrian Financial Market
       Authority may consider the Proposed Settlement.

A full-text copy of the Proposed Settlement is available for free
at http://ResearchArchives.com/t/s?b86

           Settlement Promotes Global Public Interests

Mr. Despins asserts that the Proposed Settlement benefits the
Debtors and their estates on extremely favorable terms because:

   (a) The Proposed Settlement encompasses up to in excess of
       $1,000,000,000 in value.

   (b) Of that total, one or more of the Debtors are guaranteed
       to be the recipients of more than $506,000,000 within
       approximately a year's time, plus up to more than
       $13,000,000 in interest on the deferred component of
       that amount.

   (c) One or more of the Debtors could also receive up to
       another $150,000,000 if BAWAG or any of its subsidiaries
       is sold or otherwise recapitalized under certain
       circumstances within two years.

   (d) BAWAG will give up claims of at least $480,000,000.

Mr. Despins tells Judge Drain that the Proposed Settlement also
serves the best interests of three separate constituencies:

   (i) RGL, its affiliated Debtors, and their estates and
       creditors;

  (ii) the BAWAG Parties, the BAWAG Shareholders and customers;
       and

(iii) the U.S. and Austrian governmental authorities.

Furthermore, BAWAG and the BAWAG Shareholders will:

   (i) receive the benefit of "global peace" from Refco;

  (ii) obtain the prompt dissolution of the Amended Attachment
       Order, which the Committee had obtained with respect to
       more than $1,000,000,000 in BAWAG's U.S. assets; and

(iii) be afforded the opportunity to stabilize their business,
       rehabilitate their reputation, and enhance the prospects
       for a sale of BAWAG's business in a manner that preserves
       substantial value for BAWAG's direct or indirect
       stakeholders.

Accordingly, the Creditors Committee asks the Bankruptcy Court to
approve the Proposed Settlement in its entirety pursuant to
Sections 105 and 363 of the Bankruptcy Code and Rule 9019(a) of
the Federal Rules of Bankruptcy Procedure.

        Refco LLC Trustee Seeks to Consummate Settlement

Albert Togut, the duly appointed Chapter 7 trustee for Refco,
LLC's estate, supports the Creditors Committee's request.  The
Chapter 7 Trustee seeks Judge Drain's consent to consummate the
Proposed Settlement with respect to reciprocal releases.

Mr. Togut believes that the Proposed Settlement will not
prejudice the Refco LLC estate in any way.

                         About Refco Inc

Based in New York, New York, Refco Inc. -- http://www.refco.com/  
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago, New
York, London and Singapore.  In addition to its futures brokerage
activities, Refco is a major broker of cash market products,
including foreign exchange, foreign exchange options, government
securities, domestic and international equities, emerging market
debt, and OTC financial and commodity products.  Refco is one of
the largest global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262). (Refco Bankruptcy News, Issue
No. 32; Bankruptcy Creditors' Service, Inc., 215/945-7000).


SAFETY-KLEEN: S&P Rates $395 Mil. Senior Secured Facility at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating and stable outlook to Plano, Texas-based parts
cleaning, oil recycling and re-refining, and industrial waste
management company Safety-Kleen Systems Inc.

At the same time, Standard & Poor's assigned its 'BB-' bank loan
rating and recovery rating of '3' to Safety-Kleen's $395 million
senior secured credit facility.  The credit facility will consist
of:

   * a $100 million revolving credit facility due 2012;
   * a $65 million letter of credit facility due 2013; and
   * a $230 million term loan B due 2013.

The 'BB-' bank loan rating is the same as the corporate credit
rating.  This and the '3' recovery rating indicate that lenders
can expect meaningful (50%-80%) recovery of principal in the event
of a payment default.

"The ratings on Safety-Kleen reflect its aggressive capital
structure without the benefit of a track record regarding
financial policies," said Standard & Poor's credit analyst Robyn
Shapiro.  "They also reflect the company's relatively low
profitability, and pricing and volumes that are somewhat
vulnerable to industry cycles."

These factors are partially mitigated by the company's leading
market positions in niche markets and its diversified customer
base.

The company will use proceeds of the proposed term loan, together
with proceeds of an equity rights offering of $115 million, to
repay some outstanding balances, redeem some preferred equity, and
pay related fees and expenses.  The prefunded letter of credit
facility will replace the company's existing letter of credit
facility.


SILICON GRAPHICS: Court Amends Foreign Vendor Claims Payment Order
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
amended its May 9, 2006, order and rules that no payment to a
Foreign Creditor for prepetition claims will be made unless
Silicon Graphics, Inc., and its debtor-affiliates have a good
faith basis to believe that the harm that would be caused to their
estates from a failure to pay the Foreign Creditor exceeds the
harm to the Debtors' estates caused by making a prepetition
payment.

The Court directs the Debtors to provide the Committee with weekly
updates of the amounts paid to Foreign Creditors and the basis for
the payments.

As reported in the Troubled Company Reporter on May 24, 2006, the
Court allowed the Debtor to pay their prepetition obligations owed
to foreign vendors, suppliers, service providers, and other
entities in various jurisdictions outside of the United States in
the ordinary course of business.

                   Committee Wants Order Amended

Before the Court's amended order, the Official Committee of
Unsecured Creditors contends that the Foreign Creditors Order
should be amended to provide additional safeguards and to ensure
that the payments are necessary to preserve the assets of the
Debtors' estate.  Specifically, the Committee asks the Court to
rule that:

    * No payment to a Foreign Creditor for prepetition claims will
      be made unless the Debtors have a good faith basis to
      believe that the harm that would be caused to their estates
      from a failure to pay the Foreign Creditor exceeds the harm
      caused by making a prepetition payment;

    * Nothing in the Order will be construed as impairing the
      Committee's or the Debtors' right to contest the validity or
      amount owed to the Foreign Creditors, and all of the
      Committee's and the Debtors and their estates' rights are
      reserved; and

    * The Debtors and other parties-in-interest retain all of
      their rights and remedies under the Bankruptcy Code and
      other applicable law to pursue any cause of action against
      any Foreign Creditor, including, seeking to hold them in
      contempt of court for a violation of the automatic stay
      pursuant to Section 362(a) of the Bankruptcy Code.

                      About Silicon Graphics

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance  
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  The Official Committee of Unsecured
Creditors has retained Winston & Strawn LLP, as their counsel in
the Debtors' cases.  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: Walks Away from Three Unexpired Leases
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
allowed Silicon Graphics, Inc., and its debtor-affiliates to
reject three unexpired non-residential real property leases and
their subleases, effective on the later of the Debtors' filing for
bankruptcy or the date that the Debtors surrender possession of
the leased property.

As reported in the Troubled Company Reporter on May 25, 2006, the
three unexpired leases were:

    Lessee          Lessor         Property Location
    ------          ------         -----------------
    Silicon         OTR - MCC LLC  Morris Corporate Center 1
    Graphics, Inc.                 300 Interpace Parkway, 3d Floor
                                   Parsippany, New Jersey 07054

    Silicon         Great Lakes    1750 East Golf Road, Suite 295
    Graphics, Inc.  REIT L.P.      Schaumburg, Illinois 60173

    Aeronet, Inc.   Silicon        1750 East Golf Road, Suite 295
    (sublessee)     Graphics, Inc. Schaumburg, Illinois 60173
                    (sublessor)

    Silicon         Seattle        Seattle Tower
    Graphics, Inc.  Landmark LLC   1218 Third Avenue, Suite 800
                                   Seattle, Washington 98101

    Network         Silicon        Seattle Tower
    Clarity, Inc.   Graphics, Inc. 1218 Third Avenue, Suite 800
    (sublessee)     (sublessor)    Seattle, Washington 98101

                      About Silicon Graphics

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance  
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  The Official Committee of Unsecured
Creditors has retained Winston & Strawn LLP, as their counsel in
the Debtors' cases.  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)


SLP ACQUISITION: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: SLP Acquisition Corp.
        fka Service West Delivery Express
        1438 West 12th Place
        Tempe, Arizona 85281

Bankruptcy Case No.: 06-01764

Chapter 11 Petition Date: June 14, 2006

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 North 16th Street, Suite 103
                  Phoenix, Arizona 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296

Total Assets:   $293,400

Total Debts:  $1,486,272

Debtor's 11 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Martin Swainston                         $88,131
11237 North Buffalo Drive
Fountain Hills, AZ 85268

Shell Credit Card Center                 $27,007
P.O. Box 9081
Phoenix, AZ 85012

Wright Express                           $23,350
P.O. Box 639
Portland, ME 04104

Bank of America                          $12,056

SCF Arizona                               $4,308

SFERS Real Estate Corp.                   $3,665

Fleet Direct                              $3,284

Cowley Companies                          $3,187

TCI Tire Store                            $2,483

Transportation Safety Consultants           $925

Fiesta Printed Products                     $321


STEEL WHEELS: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Steel Wheels Transport, LLC
        Dundee Yard
        95 Passaic Street
        Passaic, New Jersey 07055
        Tel: (973) 458-9977

Bankruptcy Case No.: 06-15377

Debtor-affiliate filing separate chapter 11 petition:

      Entity                   Case No.
      ------                   --------
      Team G Loading, LLC      06-15378

Type of Business: The Debtors offer transportation and
                  logistics services.

Chapter 11 Petition Date: June 14, 2006

Court: District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtors' Counsel: James S. Weiss, Esq.
                  55 Simpson Avenue
                  Pitman, New Jersey 08071
                  Tel: (856) 582-6242
                  Fax: (856) 582-6544

                           Total Assets   Total Debts
                           ------------   -----------
      Steel Wheels             $287,125    $4,319,501
      Transport, LLC

      Team G Loading, LLC            $0      $540,501

Debtors' Consolidated List of their 11 Largest Unsecured
Creditors:

   Entity                           Claim Amount
   ------                           ------------
Israel I. Tyberg                        $187,500
123 Avenue J
Brooklyn, NY 11230

Moshe Y. Tyberg                         $187,500
2130 57th Street
Brooklyn, NY 11204

A&L Salvage                             $180,000
Dominion Tower
Suite 3100
625 Liberty Avenue
Pittsburgh, PA 15222

Canadian National Railway               $152,000

Yitzchak Mandel                         $137,500

Ray Lakafsky                            $125,001

American Express                        $125,000

Norfolk Southern Rail                   $105,000

New York & Greenwood Lake Railway        $28,000

BFI                                      $28,000

Metals USA                               $25,000


TENSAR CORP: S&P Affirms B- Corp. Credit & Sr. Bank Loan Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating and 'B-' senior secured bank loan ratings on Tensar
Corp.

At the same time, Standard & Poor's lowered its recovery rating to
'3' from '2' on the $40 million first-lien revolving credit
facility and $226.6 million first-lien term loan of TCO Funding
Corp.

"The $25 million increase in first-lien debt resulted in a
reduction in the expected recovery in the event of a payment
default to a meaningful likelihood from a substantial likelihood,"
said Standard & Poor's credit analyst Kenneth L. Farer.

TCO is an orphan special-purpose entity formed for the sole
purpose of entering into the credit agreement and a corresponding
sale-leaseback arrangement and commodities purchase-facility
arrangement with Tensar Corp. and a Luxembourg-based subsidiary of
Tensar (Luxco).

The structure of the current financing and the proposed
transaction complies with Islamic financing rules (Shari'ah).  
To fund the acquisition of unrated Tensar Group Ltd. and its
subsidiaries, including unrated Tensar International Ltd., TCO
will increase the borrowing capacity under the revolving credit
facility by $10 million to have total borrowing capacity of
$40 million and increase the first-lien term loan by $80 million
to total outstanding first-lien term loan borrowings of
$226.6 million.

The revolving credit facility increase will be passed on to Tensar
by increasing one of the commodities purchase facilities in place
between TCO and Tensar, and the term loan will be passed on to
Luxco in the form of a new $80 million commodities purchase
facility.  The ratings are based on preliminary terms and
conditions and are subject to review once final documentation is
received.

Ratings Lowered:

  TCO Funding Corp.:

    * Senior secured BLR recovery rating to 3 from 2

Ratings Affirmed:

  Tensar Corp.:

    * Corporate credit rating at B-/Stable/--

  TCO Funding Corp.:

    * Senior secured BLR at B-


TEXAS PETRO: Moody's Holds Ba3 Rating on $280 Mil. Sr. Sec. Loan
----------------------------------------------------------------
Moody's Investors Service affirmed Texas Petrochemicals LP's Ba3
corporate family rating and Ba3 rating on its $280 million seven
year senior secured term loan facilities.  The debt financing will
fund TPC upcoming purchase of Huntsman's U.S. butadiene and MTBE
business.  TPC is also establishing a $115 million five-year
senior secured revolving credit facility, which is not rated.

Moody's rated TPC for the first time following its emergence from
bankruptcy, in April 2006.  The current rating action on the
$280 million seven year senior secured term loan facilities
incorporates changes made to TPC's financing as a result of
renegotiated acquisition terms for the Huntsman assets.  The
outlook remains stable.

The ratings reflect TPC's narrow product line, concentrated
operational and geographic profile, single operating division
structure and increased capital expenditures needed to bring
facilities into NOx compliance.  Supporting the rating are its
modest pro forma leverage, and cash flow and capitalization
metrics, some of which would map to a "Baa" rating using Moody's
chemical industry methodology.

Moody's expects that TPC will enjoy more stable earnings due to
contract pricing with a majority of its customers, which
contractually insulates sales from feedstock, sales price and
energy price fluctuations.  Moody's believes that the integration
of the acquired Huntsman assets should not be troublesome given
TPC's familiarity with the business and experience operating
similar plant assets.

In the past methyl tertiary butyl ether has been a significant
portion of revenues and earnings for TPC as well as the acquired
Huntsman assets.  TPC's and the entire industry's sales of MTBE
are expected to drop sharply due to the lack of liability
protection for MTBE producers and the move to a renewable fuels
standard in the Energy Policy Act of 2005.  TPC will likely cease
production at their Houston facility and the purchased Huntsman
facility in the next one to two years.  Moody's notes there is
risk associated with managing this decline in the MTBE business.

The notching of the senior secured term loan at the corporate
family rating reflects the fact that secured debt makes up the
vast majority of TPC's debt.  The term loan is secured by a first
priority lien on substantially all real property of the borrower
other than cash, inventory, accounts receivable, contract rights
and certain intellectual property, and a second priority lien on
cash, inventory, accounts receivable, contract rights and certain
intellectual property.  The revolving credit facility has a first
priority lien on the cash, inventory, accounts receivable,
contract rights and certain intellectual property.  The term loan
agreement will not contain any financial covenants.

The stable outlook reflects Moody's expectation that the company
will continue to grow its sales and that free cash flow will be
sufficient to pay down debt.

Under the terms of the $280 million seven year senior secured term
loan facilities, at the closing of the financing, TPC will borrow
$210 million as a Term Loan B to finance a $199 million payment to
Huntsman for the purchase of Huntsman's U.S. butadiene and MTBE
business.  The $70 million balance of the facilities will held as
cash in escrow to back a pre-funded letter of credit, which can be
drawn by Huntsman, if it fulfills certain obligations in
connection with delivery of crude C4's to TPC.

Huntsman's Port Arthur, Texas light olefins plant is currently
shutdown and not producing crude C4's following a fire at the
plant on April 29, 2006.  If the letter of credit is drawn, the
Term Loan B amount will be increased by $70 million.

Texas Petrochemicals, LP is a processor of C4 hydrocarbons, and
MTBE.  TPC emerged from bankruptcy in May 2004 and many of its
current shareholders are former holders of the predecessor firm's
distressed debt.  As of the fiscal year ended June 30, 2005, TPC
had sales of $936 million.


TIMOTHY MOORE: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Timothy Moore
        dba M&M Properties
        905 Spruce Street
        Augusta, Arkansas 72006
        Tel: (870) 347-5953

Bankruptcy Case No.: 06-12410

Chapter 11 Petition Date: June 14, 2006

Court: Eastern District of Arkansas (Helena)

Debtor's Counsel: Andrew L. Clark, Esq.
                  Clark & Byarlay
                  120 South Cross Street
                  Little Rock, Arkansas 72201
                  Tel: (501) 376-0550
                  Fax: (501) 376-7447

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 3 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Citifinancial                    Furniture              $10,000
605 Munn Road
P.O. Box 70918
Charlotte, NC 28272-0918

American General                 Furniture               $3,174
6736 Winchester Road
Memphis, TN 38115-4408

Wells Fargo Financial                                    $1,835
P.O. Box 98784
Las Vegas, NV 89193-8784


TRANSDIGM INC: Fitch Rates Senior Secured Credit Facility at BB-
----------------------------------------------------------------
Fitch Ratings expected to assign a 'BB-/RR2' rating to TransDigm
Inc.'s senior secured revolving credit facility and senior secured
first lien term loan associated with the recapitalization of both
TDI and TransDigm Group.  Fitch also affirmed these Issuer Default
Ratings:

  TDG:

    -- Issuer Default Rating 'B'.

  TDI:

    -- Issuer Default Rating 'B'.

The Rating Outlook is Stable.  Fitch expects to withdraw the
ratings of the existing TDG senior unsecured loan and the existing
TDI senior secured facilities upon retirement.  Approximately
$1.05 billion of debt is covered by the ratings.

The change in capital structure will allow TDG to retire higher
cost debt, extend maturities and increase liquidity.  The new
revolving credit facility and term loan will both have lower
margins than the existing loan at TDG, the revolving credit
facility at TDI and the term loan at TDI.  Maturities will be
extended with the facilities expiring in 2013 versus the current
2010.

Liquidity will be enhanced with the revolver increasing in size to
$150 million from $100 million.  The difference in size between
the proposed term loan and the existing TDG loan and the existing
TDI term loan is expected to be utilized for retiring a portion of
the existing TDI senior subordinated notes and fees and expenses
associated with the recapitalization. (The tender offer was priced
yesterday for all these notes.)

TDG's ratings reflect:

   * strong consolidated free cash flow;

   * high margins;

   * diverse portfolio of products providing components on most
     commercial jet aircraft, as well as a number of U.S. military
     platforms;

   * barriers to entry for competitors due to proprietary designs
     for most TDG products and the costs to original equipment
     manufacturers to certify these components;

   * role as a sole-source provider for the bulk of sales;

   * significant commercial aftermarket business, which along with
     military sales helps offset the cyclicality of commercial jet
     manufacturing; and

   * management's history of successful acquisitions and managing
     a leveraged business.

Concerns focus on TDG's high leverage, acquisition strategy, and
the potential for exogenous shocks to the commercial aerospace
market.  Lesser concerns include the possibility of lower margin
contracts on some of its military business, the possibility of
pricing pressures from original equipment manufacturers, and the
potential for cost overruns on fixed price contracts.

The Stable Outlook reflects the current strong environment for
commercial and military aircraft production and continued growth
in the commercial aftermarket due to increasing air travel and a
continued high operational tempo for the U.S. military.

The Recovery Ratings and notching in the debt structure reflect
Fitch's recovery expectations under a scenario in which distressed
enterprise value is allocated to the various debt classes.  The
recovery rating for TDI's proposed senior secured revolving credit
facility and the proposed senior secured first lien term loan
('RR2', expected 71%-90% recovery) reflects significant recovery
as it is secured by substantially all the assets of TDI and its
subsidiaries.  (This recovery rating and the associated issue
rating could be changed should TDI raise up to an additional
$250 million permitted under its secured facilities that would be
pari passu with the proposed secured facilities.)  

Recovery should also benefit from significant, albeit reduced from
the existing capital structure, cushions of subordinated debt and
equity.


TRUMP ENT: Court Okays Final Distribution of World's Fair Proceeds
------------------------------------------------------------------
The Hon. Judith Wizmur of the United States Bankruptcy Court for
the District of New Jersey approves Robino Stortini Holdings LLC's
request and orders that:

   (i) Trump Entertainment Resorts, Inc., fka Trump Hotels &
       Casino Resorts, Inc., and its debtor-affiliates are
       authorized and directed to make a final distribution of the
       World's Fair Escrow Funds pursuant to the terms of the
       confirmed Plan, after payment of the expenses and time
       charges of not more than $5,000 to The Bayard Firm for its
       services as escrow agent; and

  (ii) The Bayard Firm is authorized and directed, after payment
       of the Escrow Expenses, to release to the Debtors any and
       all remaining funds held in the World' Fair Escrow in
       order for the Debtors to make the distribution.

                            Background

As reported in the Troubled Company Reporter on Sept. 22, 2005,
the Court approved the sale of the World's Fair Site in Atlantic
City, New Jersey, to BET Investments, Inc., for $25,150,000.

However, the proceeds of the World's Fair Sale could not be
distributed in view of a Court order prohibiting distributions to
beneficial owners of Old THCR Common Stock under the Debtors'
confirmed Plan of Reorganization.

As reported in the Troubled Company Reporter on Jan. 23, 2006,
Daniel K. Astin, Esq., at The Bayard Firm, in Wilmington,
Delaware, notes that the Order Prohibiting Distributions was a
result of a request filed by 17 shareholders asking the Court to
enforce its previous orders concerning the record distribution
date.  The shareholder group alleged that the first distribution
made by the Debtors to non-affiliated shareholders did not
conform to the terms of the Plan.

Pursuant to the Order Prohibiting Distributions, The Bayard
Firm served as escrow agent with respect to the World's Fair
Sale Proceeds.  The Sale Proceeds could not be distributed until
the Court gives further order regarding the record date and
distribution issues.

As of Dec. 20, 2005, The Bayard Firm holds $24,518,791 in
an interest bearing escrow account as the World's Fair Sale
Proceeds.

Robino Stortini Holdings LLC asked the Court to direct the Debtors
to make an interim distribution of the World's Fair Escrow Funds
until the resolution of the distribution issues.

RSH was previously a member of the Equity Committee.  RSH,
however, resigned prior to the sale of the World's Fair Site.

Mr. Astin explained that the Sale Proceeds have been held in
escrow for almost four months.  Thousands of shareholders have
not received their full distributions pursuant to the Plan.

Mr. Astin pointed out that regardless of how the Court decides the
record date and distribution issues, the non-prevailing party
will appeal the decision to the U.S. District Court for the
District of New Jersey.  Any appeal would further delay a
distribution to the remaining non-affiliated shareholders,
Mr. Astin explains.

RSH suggested that a reserve be established pending the account of
the record date and distribution litigation.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and  
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 39; Bankruptcy Creditors' Service,
Inc., 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2005,
Moody's Investors Service affirmed the ratings of Trump
Entertainment Resorts, Inc.'s $200 million senior secured revolver
due 2010 at B2; $150 million senior secured term loan due 2012 at
B2; $150 million senior secured delayed draw term loan due 2012 at
B2; $1.25 billion second lien senior secured notes due 2015 at
Caa1; Speculative grade liquidity rating at SGL-3; and Corporate
family rating at B3.  Moody's says the rating outlook is stable.


UNITED SITE: S&P Puts Junk Rating on New $265 Million Facility
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Westborough, Massachusetts-based United Site
Services Inc., which rents and services portable restrooms.  
The outlook is stable.

At the same time, based on preliminary terms and conditions,
Standard & Poor's assigned a 'B+' senior secured debt rating and
a recovery rating of '1' to the company's proposed $100 million
first-lien revolving credit facility.  These ratings indicate the
rating agency's expectation that bank lenders would experience
full recovery of their principal in the event of a payment
default.

Standard & Poor's also assigned a 'CCC+' rating with a recovery
rating of '3' to a proposed $265 million second-lien term loan
facility, indicating the expectation for a meaningful recovery of
principal (50%-80%) in the event of a payment default.

"The ratings reflect United Site Services' modest revenue base and
narrow product offering, participation in a highly fragmented
industry, and vulnerability to the cyclicality of residential and
commercial construction," said Standard & Poor's credit analyst
Robyn Shapiro.

Other constraints include:

   * the company's limited geographic diversity of revenues;

   * limited operating track record;

   * very aggressive acquisition program; and

   * highly leveraged capital structure, with initial debt of
     $385 million, including a mezzanine loan.

This vulnerable business risk profile is slightly tempered by some
strengths.

"These include the company's position as a meaningful provider of
portable sanitation in the U.S.; cost-efficient business model;
respectable operating margins; rising earnings; and ability to
bolster discretionary cash flows in an industry downturn through a
pullback of acquisition-related spending," the analyst added.

Portable sanitation for residential, commercial, and government
construction markets accounts for 65%-70% of United Site Services'
revenues, with the balance of sales derived from the provision of
temporary sinks, power generation, and fencing, as well as
sanitation needs for special events and emergency situations.
Within its seven operating regions, United Site Services has the
largest market shares by a wide margin compared to its
competitors.

United Site Services' existing base of repeat customers,
competitive advantages in the form of scale and route density of
its operations, and increasing revenues from nonconstruction
markets and complementary services (temporary fencing and
temporary electrical equipment) enhance prospects for stable
credit quality.  However, initial debt leverage is very high,
especially given the current business risk profile, and upside
rating prospects are tempered by financial policies that favor the
aggressive use of debt for multiple acquisitions annually.

Strengthening of the ratio of funds from operations to total
adjusted debt toward the 15% level, which is considered
appropriate for a modest upgrade to a 'B' corporate credit rating,
would be necessary for Standard & Poor's to consider revising the
outlook to positive from stable.


UNITY WIRELESS: Posts $2.6 Million Net Loss in Qtr. Ended March 31
------------------------------------------------------------------
Unity Wireless Corporation reported a $2.6 million net loss on
$1.1 million of revenues for the three months ended March 31,
2006, compared to a $1.2 million net loss on $2 million of
revenues for the same period in 2005.

At March 31, 2006, the Company's balance sheet showed $5.1 million
in total assets and $6.6 million in total liabilities, resulting
in a $1.4 million stockholders' deficit.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?b6d

Headquartered in Bellingham, Washington, Unity Wireless
Corporation -- http://www.unitywireless.com/-- is a developer of  
wireless subsystems and coverage-enhancement solutions for
wireless communications networks.

                            *    *    *

                           Going Concern

KPMG LLP expressed doubt about Unity Wireless' ability to continue
as a going concern after auditing the Company's 2005 financial
statements.  The auditing firm pointed to the Company's recurring
losses from operations at Dec. 31, 2005.


US AIRWAYS: Eberwein Acquires 19,799 Shares Of US Air Common Stock
------------------------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission
dated May 30, 2006, Elise R. Eberwein, senior vice-president for
corporate communications of US Airways Group, Inc., disclosed that
on May 26, she acquired 19,799 shares of US Airways Group Common
Stock:

          Amount of
          Securities          Price
          Acquired            Per Share
          ----------          ---------
               9,487              $25.6
              10,312             $12.44

On the same day, Ms. Eberwein disposed of the 19,799 shares of US
Airways Group Common Stock.  As a result, Ms. Eberwein now
beneficially owns 16,200 shares.

Ms. Eberwein also derived stock options or the right to buy
shares of US Airways Group Common Stock:

          Amount of
          Derivative
          Securities          Price            Expiration
          Acquired            Per Share        Date
          ----------          ---------        ----------
               9,487             $12.44         03/10/2015
              10,312              $25.6         02/25/2014

                         About US Airways

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date. (US Airways Bankruptcy
News, Issue No. 122; Bankruptcy Creditors' Service, Inc.,
215/945-7000)

                        *     *     *

As reported in the Troubled Company Reporter on June 14, 2006,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and other ratings on US Airways Group Inc., and revised the
outlook to stable from negative.


USA COMMERCIAL: Inks $58.4 Million Security Agreement with USAIP
----------------------------------------------------------------
USA Commercial Mortgage Company reported significant progress in
the efforts made by the Company and its affiliated bankruptcy
debtors to reorganize under Chapter 11 of the U.S. Bankruptcy Code
since the filing of their voluntary petitions on April 13, 2006.

               $58.4 Million Obligation Agreement

USACM successfully negotiated an acceptable security agreement and
promissory note with Joe Milanowski on behalf of USA Investment
Partners, LLC (USAIP) to pledge USAIP's ownership interests in
certain real estate projects as security for a set of receivables
owed USACM.  The agreement converts the receivables into a loan
with an interest rate, maturity date, default provisions, and
provides security for $58.4 million obligations owed by USAIP.  
USACM has filed a motion seeking approval of the agreement, which
has been set for hearing on June 21, 2006.

                      Planned Court Motions

Mesirow Financial, the Company's crisis manager, will have
completed its account reconciliation for each direct lender and
each fund member by early July.  The Company expects to file a
motion with the Bankruptcy Court to be heard on July 25 for
authority to make appropriate payments to investors from the money
held in the Collection account and to begin regular payments to
investors on performing loans.  USACM will also seek authority to
pay investors on non-performing loans as USACM collects on these
loans.

"We are very aware of the impact on our investors of the stoppage
of interest payments," Thomas J. Allison, president and chief
restructuring officer for USACM, said.  "We will be ready to make
appropriate distributions to investors after that date, subject to
court approval.  We look forward to working with the committees
and the Court on the steps necessary to move the process along
expeditiously from that point."

Allison added that he plans to file a reorganization plan for
USACM in July.

           Collection of Principal and Unpaid Interest

USACM reported that since the bankruptcy petitions were filed,
$48.3 million in principal has been collected from performing and
non-performing loans, as well as $8.6 million in previously
uncollected interest payments.  The Company continues to
aggressively pursue Borrowers on all non-performing loans to
recover all monies owed on loans serviced by USACM.  Several loans
have repaid since the filing and are listed on the Loan Summary
Report as of May 26, 2006, which was filed with the Court and
posted on the USACM website.

            Bundy Canyon $8.9MM Funds to be Returned

The Bankruptcy Court, at a May 18, 2006 hearing, approved USACM's
motion to return funds held in escrow for the Bundy Canyon
$8.9 million loan, which was not funded.  The Court's written
order approving the motion was signed and entered on June 9, 2006.  
USACM currently is working with the escrow company to get the
funds released as ordered by the Court so that the funds can be
promptly distributed to the investors in this unfunded loan.  
USACM's best estimate for release of the funds is the week of
June 12-16, 2006.

                      About USA Commercial

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital (USACM) -- http://www.usacapitalcorp.com/-- provides
more than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).  Lenard E. Schwartzer, Esq., at
Schwartzer & Mcpherson Law Firm, represents the Debtors.  When the
Debtors filed for protection from their creditors, they estimated
assets of more than $100 million and debts between $10 million and
$50 million.


USG CORP: U.S. Trustee Wants Clarifications on Plan Provisions
--------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
wants clarification on certain provisions of the First Amended
Joint Plan of Reorganization filed by USG Corporation and its
debtor-affiliates.  She disputes the permissibility of two
provisions dealing with releases of former directors and officers
of the Debtors and attorneys of various entities.

According to trial attorney David M. Klauder, Esq., in
Wilmington, Delaware, there are identical provisions for the
Class 4 Senior Note Claims and Class 5 Industrial Revenue Bond
Claims that indicate that "in lieu of any claim for substantial
contribution by or on behalf of any [Senior Note or Industrial
Revenue Bond] Industrial Trustee, the Debtors or Reorganized
Debtors, as applicable, shall pay to any [such] Indenture Trustee
cash in an amount equal to the reasonable and documented fees and
expenses (including reasonable legal fees) of such . . .
Indenture Trustees."

Mr. Klauder tells Judge Fitzgerald that the U.S. Trustee was
initially concerned that the provision eliminated the need for
indenture trustees that may seek substantial contribution claims,
or any administrative claim under Section 503(b) of the
Bankruptcy Code, from obtaining court approval for a claim.

Mr. Klauder says that the Debtors have represented that the
provision does not contemplate that scenario, but is only meant
to explain their contractual rights to the indenture trustees.  
However, he argues that the language appears confusing and should
be clarified to eliminate the possibility that an entity like an
indenture trustee may seek an administrative claim under Section
503(b) without court approval.

In addition, the U.S. Trustee wants the terms regarding general
releases of holders of claims and interests clarified.  This
release binds each holder that votes in favor of the Plan.

Mr. Klauder states that because every class of claims -- except
the Class 7 Asbestos Personal Injury Claims -- is unimpaired and
deemed to have voted in favor of the Plan, the question arises
whether those claimants and interest holders who have not voted,
but are deemed to vote in favor, are subject to that release.

Mr. Klauder notes that a fair reading of relevant case laws
indicates that the release is only valid as to those claimants
who affirmatively vote in favor of the Plan.

Furthermore, the U.S. Trustee objects to the Debtors' release of
claims in favor of their former directors and officers.

The U.S. Trustee contends that the release is too broad in scope
and does not meet the relevant standard specifically set out by
the court in In re Zenith Electronics, 241 B.R.92, 111 Bankr. D.
Del. 1999.

Mr. Klauder relates that the court in Zenith adopted a five-part
test, enunciated in "Master Mortgage Inv. Fund, Inc., 168 B.R.
930," to determine whether a release by a debtor of a third party
as a part of a plan of reorganization is permissible.

These factors are:

   (1) an identity of interest between the debtor and the third
       party;

   (2) substantial contribution by the non-debtor of assets to
       the reorganization;

   (3) the essential nature of injunction to the
       reorganization to the extent that there is little
       likelihood of success;

   (4) an agreement by a substantial majority of creditors to
       support the injunction, specifically if the impacted
       class "overwhelmingly" votes to accept the plan; and

   (5) provision in the plan for payment of all claims of a
       certain class affected by the injunction.

Mr. Klauder points out that some parties may qualify for the
protection afforded by the Plan provision and some may not.  In
the USG case, the release of former officers and directors does
not meet the requisite standard set out in Zenith, specifically
that the former officers and directors made a substantial
contribution of assets to the reorganization.

In fact, Mr. Klauder says, it can be stated that the former
officers and directors provided no contribution to the
reorganization.  "Because that particular factor of the Zenith
test is not met, it is axiomatic that the release cannot be
approved."

The U.S. Trustee also objects to the provision that deals with
the permissibility of a release of conduct of attorneys under the
Plan.  To the extent that attorneys seek to be exculpated and
released by their clients, it has long been accepted that it is
unethical for an attorney to seek or accept any type of waiver or
indemnification that would relieve that attorney of the duty to
exercise reasonable care in rendering services to that client or
limit his liability for failure to do so.

Mr. Klauder maintains that attorneys are bound by the relevant
rules of professional conduct and should not receive the favor of
exculpation and release clauses that violate the rules of
professional conduct by limiting their liability.

Accordingly, the U.S. Trustee asks Judge Fitzgerald to issue a
ruling commensurate with her objection.

                          About USG Corp.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.
(USG Bankruptcy News, Issue No. 112; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


USG CORP: Wells Fargo Complains Bond Calculations are Incorrect
---------------------------------------------------------------
Wells Fargo Bank, National Association, is the trustee with
respect to indentures, dated as of September 1, 1977, between:

   (i) Town of Shoals, Indiana, and Wells Fargo Bank, N.A.,
       pursuant to which Shoals issued Economic Development
       Revenue Bonds (United States Gypsum Company Project), of
       which $1,000,000 in aggregate principal amount is
       outstanding; and

  (ii) City of Fort Dodge, Iowa, and National City Bank of
       Indiana, pursuant to which Fort Dodge issued Industrial
       Development Revenue Bonds (United States Gypsum Company
       Project), of which $1,000,000 in aggregate principal
       amount is outstanding.

Wells Fargo is the successor indenture trustee to the National
City Bank with respect to the Fort Dodge Indenture.

The Indentures provide that the bonds will bear interest at 5.90%
rate per annum until the principal is due and payable, and at a
6.9% rate on overdue payments until paid.

Wells Fargo is also a successor trustee under 12 indentures
providing for the issuance of municipal bonds by various
municipalities, payment for which municipal bonds was made from
loan payments by USG Corporation or U.S. Gypsum, under related
loan or financing agreements.

The Debtors' First Amended Joint Plan of Reorganization provides
that bondholder claims under the indentures will be unimpaired.

Specifically, the Plan provides that:

   (a) any claims slated to be paid in full will be "paid in
       full in cash, including any applicable prepayment
       premium, plus an interest compounded semi-annually on
       the interest payment dates, accruing at a contractual
       rate of interest; and

   (b) any claims slated to be reinstated will be reinstated in
       accordance with indenture terms.

James S. Carr, Esq., at Kelley Drye & Warren LLP, in New York,
however, contends that the Plan improperly treats the claims
filed on behalf of the bondholders under the Shoals Indenture and
the Fort Dodge Indenture.

Mr. Carr explains that the Debtors' calculations regarding the
amounts due under the Shoals and Fort Dodge Indentures are
incorrect because the postpetition interest is computed based on
the pre-default rate.  

Mr. Carr maintains that the bondholders are entitled to a 6.9%
interest rate on overdue principal.  The Plan provides no
justification for a departure from the terms of the Indentures.

The Plan proposes that $650,440 is due for postpetition accrued
interest as of March 31, 2006.  Mr. Carr insists that $803,696 is
actually due for the two series of bonds.

                          About USG Corp.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.
(USG Bankruptcy News, Issue No. 112; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VALLEY CLUB: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Valley Club Investment Group III, LLC
        415 Route 24
        Chester, New Jersey 07930

Bankruptcy Case No.: 06-00879

Type of Business: The Debtor offers financial services.

Chapter 11 Petition Date: June 14, 2006

Court: Eastern District of North Carolina (Raleigh)

Debtor's Counsel: Jason L. Hendren, Esq.
                  Brady, Nordgren, Morton & Malone, PLLC
                  2301 Sugar Bush Road, Suite 450
                  Raleigh, North Carolina 27612
                  Tel: (919) 782-3500
                  Fax: (919) 573-1430

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Eugene J. Long                   Loan                  $892,933
16 Springcroft Road
Far Hills, NJ 07931

Sea Jade Holdings, LLC           Loan                   $79,727
12 Charlotte Hill Drive
Bernardsville, NJ 07840

Jerome Kienlen                   Loan                   $61,147
19 Oakridge Drive
Basking Ridge, NJ 07920

Oak Ridge, LLC                   Loan                   $56,746

Alex Spagnuolo                   Loan                   $34,562

James Flaherty                   Loan                   $18,062

Ronald and Kimberly Heyman       Loan                   $10,317

Lisa Schmidlin                   Loan                   $10,204

Lee County Tax Collector         Taxes                   $9,014

Anthony Sposaro                  Legal Fees              $8,300

Robert Casse                     Loan                    $7,911

Rotenberg, Meril & Soloman       Accounting Fees         $6,000

Anthony Fioretti                 Loan                    $5,214

NJS Division of Taxation         Taxes                   $4,800


VANTAGEMED CORP: Equity Deficit Widens to $3.7 Million at March 31
------------------------------------------------------------------
VantageMed Corporation reported a $390,000 net loss on $2.9
million of revenues for the three months ended March 31, 2006,
compared to a $1.2 million net loss on $4.3 million of revenues
for the same period in 2005.

The Company had $493,000 of cash and cash equivalents, had
negative working capital of $3.8 million and used $695,000 of cash
in its operations for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $1.7 million
in total assets and $5.4 million in total liabilities, resulting
in a $3.7 million stockholders' deficit.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?b6c

VantageMed Corporation -- http://www.vantagemed.com/-- is a  
provider of healthcare software products and services to more than
18,000 physician, anesthesiologist and behavioral health providers
nationwide.  VantageMed's core products include ChartKeeper
Computerized Medical Records software, RidgeMark, Northern Health
Anesthesia, and Helper family of Practice Management products.  
All these products are supported by SecureConnect electronic
transaction services.  Its suite of software products and services
automates administrative, financial, clinical and management
functions for physicians and other healthcare providers as well as
provider organizations.

                            *    *    *

                           Going Concern

Farber Hass Hurley & McEwen LLP expressed doubt about VantageMed
Corporation's ability to continue as a going concern after
auditing the Company's 2005 financial statements.  The auditing
firm pointed to the Company's recurring losses from operations,
had an accumulated deficit of $81.2 million and a stockholders'
deficit of $3.4 million at Dec. 31, 2005.


VISTEON CORP: Obtains New $800 Mil. Seven-Year Secured Term Loan
----------------------------------------------------------------
Visteon Corporation (NYSE: VC) closed on a new seven-year secured
term loan of $800 million.

Most of the proceeds from the loan were used to repay amounts
outstanding under the company's existing credit facilities that
were scheduled to expire in June 2007, including a $350 million
18-month term loan and a $241 million delayed draw term loan.

Additionally, Visteon repaid $50 million of borrowings under the
company's $771 million multi-year secured revolving credit
facility and reduced the amount available under that facility to
$500 million.  Visteon expects to eliminate the multi-year
revolver upon completion of new U.S. and European five-year
revolving credit facilities.  The company has received commitments
for these facilities totaling $700 million from JPMorgan Chase
Bank, N.A. and Citigroup Global Markets Inc., and expects to
complete the transactions over the next several weeks.

"We are following through on our plan to refinance on a longer
term basis all of our near-term credit facilities that expire in
June 2007," James F. Palmer, Visteon executive vice president and
chief financial officer, said.  "This is an important step in
Visteon's three-year improvement plan."

Headquartered in Van Buren Township, Michigan, Visteon Corporation
-- http://www.visteon.com/-- is a leading global automotive  
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  With corporate offices in the Michigan
(U.S.); Shanghai, China; and Kerpen, Germany; the company has more
than 170 facilities in 24 countries and employs approximately
50,000 people.

                          *     *     *

As reported in the Troubled Company Reporter on June 2, 2006,
Moody's Investors Service assigned a B1 rating to Visteon
Corporation's new $800 million secured term loan and affirmed the
company's B2 Corporate Family and B3 Senior Unsecured ratings.


W.R. GRACE: Court Orders Whitehouse's Medical Records Produced
--------------------------------------------------------------
Having acknowledged the relevance of Dr. Alan C. Whitehouse's
medical records in asbestos personal injury claims estimation
proceeding against W.R. Grace & Co., the U.S. Bankruptcy Court for
the District of Delaware rules that the medical records for 700
claimants injured by exposure to tremolite asbestos from Grace's
operations in and near Libby, Montana, which are not included in
the 550 patients in Dr. Whitehouse's database, will be produced in
unredacted form.

In the event U.S. District Judge Donald Molloy decided that the
medical records for the 550 Whitehouse Database Patients produced
in a criminal proceeding against Grace in Montana cannot be used
in the Estimation Proceeding and produced by Grace to:

   * the Debtors;

   * the Official Committee of Unsecured Creditors;

   * the Official Committee of Equity Holders;

   * the Official Committee of Asbestos Personal Injury
     Claimants;

   * the Official Committee of Property Damage Claimants;

   * David Austern, the Court-appointed legal representative
     for future asbestos claimants; and

   * the Libby Claimants,

Judge Fitzgerald directs the Parties to make other arrangements
for Grace and other parties-in-interest to obtain discovery in
respect of the 550 Whitehouse Database Patients.  If the Parties
cannot reach agreement as to how that discovery will be provided,
all interested parties reserve the right to seek appropriate
relief from the Bankruptcy Court.

The Libby Claimants, the U.S. government and other Parties will
support Grace's request to Judge Molloy for production to other
Parties and use of the medical records for the 550 Whitehouse
Database Patients by all Parties in the Estimation Proceeding,
provided that a protective order relating to discovery of medical
records is also issued by the Bankruptcy Court.

Within 30 days after receiving the redacted medical records of
the 550 Whitehouse Database Patients, counsel for the Libby
Claimants will identify which of those patients are Libby
Claimants and which filed a lawsuit against Grace before April 1,
2001.  Subject to the Protective Order, all Parties reserve the
right to petition the Bankruptcy Court, with notice to the
Government, for identification of the Libby Claimants who are
part of the 550 Whitehouse Database Patients, if the identity of
those Libby Claimants becomes relevant to any expert opinion
relating to the Libby Claimants' contentions.

Judge Fitzgerald says there will be no other fact discovery of
Dr. Whitehouse in connection with the Estimation Proceeding,
except that these rights are reserved:

   (a) all Parties' rights concerning any potential deposition
       of Dr. Whitehouse, provided that any request to depose
       Dr. Whitehouse will be made on reasonable advance notice
       to the Government and all Parties;

   (b) all Parties' rights pursuant to Rule 26 of the Federal
       Rules of Civil Procedure to seek discovery of Dr.
       Whitehouse in his capacity as an expert witness for the
       Libby Claimants, other than discovery of medical records
       with respect to the 550 Whitehouse Database Patients and
       the Libby Claimants; and

   (c) all Parties' right to raise before Judge Molloy issues
       related to whether the medical records of the 550
       Whitehouse Database Patients are properly redacted to
       exclude the patient's name, address, contact information,
       insurance information, and social security number, but
       not to remove medically relevant information.

As to medical records of 800 individuals who are not represented
by counsel in the Debtors' proceeding and have been diagnosed
with Libby tremolite asbestos disease at the Center for Asbestos
Related Disease, all Parties will seek mediation by Judge Roger
M. Whelan before serving discovery relating to those records.

Judge Fitzgerald further directs the Parties to cooperate
concerning the timing and logistics of producing the medical
records, provided that all reasonable costs of reproducing
medical records will be paid by Grace.  In addition, the
reasonable costs of the CARD Clinic's staff to assemble the
records, and to reassemble its files after copying, will be paid
by Grace in advance.

However, all Parties reserve the right to raise before the
Discovery Mediator in the first instance any issues related to
the reasonableness of the proposed costs before they are
incurred.  All records of the Libby Claimants not among the 550
Whitehouse Database Patients will be produced on a rolling basis
with the production completed by July 14, 2006.

The medical records produced pursuant to the Discovery Order will
be:

   -- subject to the Protective Order;

   -- subject to any subsequent orders issued by Judge Molloy
      governing the use of medical records in the Montana
      Criminal Case; and

   -- limited to the Estimation proceeding.

Judge Fitzgerald defers to Judge Molloy the issue whether there
will be any restriction placed on Grace's use of the Libby
Claimants' medical records in the Montana Criminal Case and any
questions, other than those expressly addressed in the Protective
Order, related to individual privacy.

The Discovery Order will in no way be construed to impose any
obligation on the Government in the Debtors' case or broaden the
scope of the Government's discovery obligations in the Montana
Criminal Case.

                    Terms of Protective Order

In conjunction with the Discovery Order, Judge Fitzgerald also
rules that the right to access documents and records being
produced or disclosed is limited to:

   * the Parties;

   * medical and scientific experts, whose review of the Records
     is necessary for the presentation the Parties' cases, or
     who will provide expert testimony on the Parties' behalf;
     and

   * law clerks, investigative agents, paralegals, and
     secretaries employed by the Parties' attorneys and agents,
     whose review of that material is required for the
     presentation of the Parties' cases.

The Protective Order is intended to protect the confidentiality
of the documents produced by Dr. Whitehouse in a manner
consistent in principle with the protections detailed in Judge
Molloy's orders in the Montana Criminal Case.

Judge Fitzgerald rules that the Records will be maintained by the
Authorized Individuals and will be used exclusively in connection
with the Estimation Proceeding.

Within 60 days after an order that has the effect of concluding
the Estimation Proceeding becomes final and non-appealable, each
Authorized Individual will dispose of a copy of the Records by
causing all Records to be destroyed, and certifying to the
Bankruptcy Court that the destruction has been accomplished,
except that the Libby Claimants will retain one copy of the
Records and Grace will certify and return a copy of the Records
to counsel for the Libby Claimants, who will retain those Records
until further order of the Bankruptcy Court.

If any Party in the Estimation Proceeding requires introduction
into evidence of any of the Records, the Party may introduce that
Record in a form that has been redacted to remove the Patient
Identifying Information.  Instead, the Party redacting that
Record will assign the patient a number that will be used to
identify that patient in the Estimation Proceeding.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. D. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Elihu Inselbuch, Esq., and
Nathan D. Finch, Esq., at Caplin & Drysdale represent the
Official Committee of Asbestos Personal Injury Claimants.  
The Asbestos Committee of Property Damage Claimants tapped
Scott L. Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin
Sumberg Baena Price & Axelrod LLP to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.  


W.R. GRACE: Dist. Court Dismisses Part of Libby Criminal Case
-------------------------------------------------------------
The U.S. District Court for the District of Montana grants a
request of W.R. Grace & Co. and seven former officers to dismiss
part of a criminal case relating to Grace's former vermiculite
mining and processing operations in Libby, Montana.

Count I of a 10-count grand jury indictment charges that from
1976 until 2002, Grace and its former officers conspired to
conceal and misrepresent the hazardous nature of the tremolite
asbestos-contaminated vermiculite, and obstruct federal agency
proceedings to increase the company's profits and avoid
liability.

The Indictment says the defendants misled the government and
prevented the government from using its authorities to protect
against risks to human health and the environment associated with
the manufacture, processing, distribution, use, handling, and
disposal of tremolite asbestos-contaminated vermiculite.

The defendants argued that the "knowing endangerment object" is
time-barred because the Indictment does not allege an act in
furtherance of the knowing endangerment object within the five-
year statute of limitations period.  The Montana Court has
previously determined that the limitations period stretches back
to November 3, 1999.

The U.S. government opposed the defendants' request as untimely
and argues that the post-1999 acts of concealment alleged in the
Indictment are acts done in furtherance of both the defrauding
object and the knowing endangerment object of the conspiracy.

District Judge Donald Molloy agrees that the five-year statute of
limitation had expired.

"In this case the Defendants have the better argument," he says.

A full-text copy of the Montana Court order is available for free
at http://ResearchArchives.com/t/s?b6b

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. D. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Elihu Inselbuch, Esq., and
Nathan D. Finch, Esq., at Caplin & Drysdale represent the
Official Committee of Asbestos Personal Injury Claimants.  
The Asbestos Committee of Property Damage Claimants tapped
Scott L. Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin
Sumberg Baena Price & Axelrod LLP to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.  


W.R. GRACE: Dist. Court Upholds Indefinite Stay on Libby Lawsuit
----------------------------------------------------------------
The U.S. District Court for the District of Delaware dismissed
an appeal filed by W.R. Grace & Co. claimants to overturn an
indefinite stay order issued by the Bankruptcy Court.

Claimants injured by exposure to tremolite asbestos from W.R.
Grace's operations in and near Libby, Montana, have taken an
appeal from Judge Fitzgerald's order enjoining them from
prosecuting tort claims against the state of Montana before the
Montana District Courts for Lincoln, Cascade, Lewis and Clark
counties.

Judge Fitzgerald entered an order temporarily staying lawsuits
against Montana pending the Bankruptcy Court's decision on the
Debtors' request to expand the preliminary injunction to include
actions against Montana.  Judge Fitzgerald did not provide any
deadline for the temporary stay.

The Libby Claimants said the Bankruptcy Court has indicated that
the decision on the Debtors' injunction motion could take over a
year.

The Debtors sought dismissal of the appeal.

According to District Court Ronald L. Buckwalter, the matter is
remanded to the Bankruptcy Court so that it can advise parties of
a specific date on or before which it expects to render a
decision on the Debtors' request.

The state of Montana is a defendant in at least 120 lawsuits
involving the Debtors' mining operations in Montana.  In June
2005, Montana asked the Bankruptcy Court to lift the automatic
stay so it can name the Debtors as third-party defendants in 83
asbestos cases currently pending against the State in Lincoln
County, Cascade County, and Lewis and Clark County.

Montana asserts indemnification and contribution claims from
Grace for any sum that may be adjudged against the State in the
tort suits.

The Debtors and the statutory committees appointed in the
bankruptcy cases -- the Official Committee of Unsecured
Creditors, the Official Committee of Asbestos Personal Injury
Claimants, and the Official Committee of Asbestos Property Damage
Claimants -- objected to the Lift Stay Motion.  The Debtors and
the Committees argued that Montana is attempting to do an end run
around the Debtors and the bankruptcy process.  The Debtors would
incur substantial prejudice if the automatic stay were modified.

In their request to expand preliminary injunction, the Debtors
argued that allowing those actions to proceed against the State
could have detrimental effect on the bankruptcy estates.  The
Debtors said they could be subject to additional fixed and
liquidated indemnity claims.  They also run the risk that the
record established in those actions could adversely affect
their ultimate defenses with respect to any asbestos claims
against them.

In his two-page memorandum, Judge Buckwalter notes that the
indefinite nature of the Bankruptcy Court's stay order presents
an exceptional circumstance for the District Court to entertain
an interlocutory appeal.

According to Judge Buckwalter, a time frame in which the
Bankruptcy Court will render its decision on the Debtors' request
to expand the preliminary injunction to include actions against
Montana would be appropriate in light of the indefinite stay
order.

However, Judge Buckwalter says the Bankruptcy Court is best
suited to determine that time frame.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. D. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Elihu Inselbuch, Esq., and
Nathan D. Finch, Esq., at Caplin & Drysdale represent the
Official Committee of Asbestos Personal Injury Claimants.  
The Asbestos Committee of Property Damage Claimants tapped
Scott L. Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin
Sumberg Baena Price & Axelrod LLP to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.  


WESTERN MEDICAL: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Western Medical, Inc.
        805 Miller Valley Road
        Prescott, Arizona 86301

Bankruptcy Case No.: 06-01784

Type of Business: The Debtor sells and distributes medical and         
                  hospital equipment such as wheelchairs, walkers,
                  hospital beds, medical & surgical supplies,
                  respiratory aids, and others.
                  See http://www.westernmedicalinc.net/

Chapter 11 Petition Date: June 15, 2006

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum

Debtor's Counsel: Brenda K. Martin, Esq.
                  Osborn Maledon, P.A.
                  The Phoenix Plaza
                  2929 North Central Avenue, Suite 2100
                  Phoenix, Arizona 85012-2794
                  Tel: (602) 640-9346
                  Fax: (602) 664-2043

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         2003 & 2004           $771,782
Ogden, UT 85201                  941 Taxes

McKesson Med-Surg Acct.          Goods & Services      $504,059
Minn Supply Inc.
P.O. Box 27100
Golden Valley, MN 55427-0100

Pride Mobility Products Corp.    Goods & Services      $196,562
c/o Carmichael & Powell, P.C.
7301 North 16th Street
Suite 103
Phoenix, AZ 85020-5297

Hill-ROM Co. Inc.                Goods & Services      $182,166

PRAXAIR                          Goods & Services       $96,444

RX Positive aka PRN              Goods & Services       $81,301

Convaid Products Inc.            Goods & Services       $78,689

Stat-Med Inc.                    Goods & Services       $74,303

Dex Media, Inc.                  Goods & Services       $73,202

Airgas Puritan Medical           Goods & Services       $71,760

Bankers Leasing Co.              Goods & Services       $63,467

Wright Express Fleet Fueling     Goods & Services       $63,406

DVI                              Goods & Services       $57,424

Regency Medical Equipment        Goods & Services       $54,086

Alltel                           Goods & Services       $50,384

Animas Corporation               Goods & Services       $45,771

AZ CPM                           Goods & Services       $44,192

Crown                            Goods & Services       $44,150

Balboa Credit Corp.              Equipment Lease        $38,513


WINN-DIXIE: Wants Bowdoin Square Claims Compromise Approved
-----------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to approve a
compromise of claims filed by Bowdoin Square, LLC:

    (a) Claim No. 9939 for $1,267,412 against Winn-Dixie Stores,
        Inc.; and

    (b) Claim No. 9940 for $1,267,412 against Winn-Dixie
        Montgomery, Inc.

D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, relates that in 2002, Bowdoin filed an action in the
Circuit Court of Mobile County, Alabama, alleging that the
Debtors breached their obligations under a lease and guaranty.

The Debtors defended the State Court Action and asserted that the
lease has been terminated when the use of the property changed.

The Debtors prevailed at trial, but the verdict was overturned on
appeal and the case was remanded for a new trial.  Before the
second trial was to commence, the Debtors and the Claimant agreed
to settle the State Court Action.

Pursuant to the settlement agreement, Bowdoin agreed to accept
$400,000 in full satisfaction of the claims asserted in the State
Court Action.  However, before the settlement payment could be
made, the Debtors' Chapter 11 petitions were filed.

In accordance with the Settlement Agreement, the parties have
agreed to compromise the Claims:

    (a) Each of the Claims will be allowed as an unsecured non-
        priority claim for $400,000 to be treated in accordance
        with a confirmed plan of reorganization in the Debtors'
        Chapter 11 cases;

    (b) In the event that the Debtors' cases are not substantively
        consolidated, Bowdoin will not receive distributions from
        the Debtors having an aggregate value that exceeds
        $400,000;

    (c) If the Debtors' cases are substantively consolidated for
        purposes of distribution under a confirmed plan of
        reorganization, the plan may provide that no distributions
        will be made in connection with claims that are based on
        guarantees and, in that event, no distribution will be
        made on Claim No. 9939; and

    (d) Bowdoin will dismiss with prejudice the action pending in
        the Circuit Court of Mobile County, Alabama.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 40; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Wants Compromise Pact With Schreiber Foods Approved
---------------------------------------------------------------
To resolve all issues in dispute between them, including pending
litigation, past and future business relationship issues, and
associated bankruptcy claims, Winn-Dixie Stores, Inc., and its
debtor-affiliates and Schreiber Foods, Inc., ask the U.S.
Bankruptcy Court for the Middle District of Florida to approve a
compromise with these terms:

    (a) Dismissal with prejudice of the lawsuit entitled
        Winn-Dixie Stores, Inc., v. Schreiber Food, Inc.,
        pending in the Eastern District of Wisconsin, Green
        Bay Division, including all issues raised in the
        complaint, the counterclaim and other filings.

    (b) Rejection of the Supply Agreement between Winn-Dixie
        Stores, Inc., and Schreiber, dated April 2, 2002,
        including any amendments.

    (c) Execution of a new supply agreement in the name of
        Winn-Dixie Procurement, Inc., that will have:

        * A three-year duration;

        * No liability termination right in favor of the Debtors
          in the event the Debtors' Chapter 11 plan of
          reorganization is not confirmed or does not become
          effective;

        * Exclusivity for Schreiber as the Debtors' sole
          Winn-Dixie branded cheese supplier;

        * No minimum volume purchase obligations on the part of
          the Debtors, but price incentives (discounts) in favor
          of the Debtors based on the pounds of product purchased;

        * Agreed upon pricing and agreed terms for packaging and
          promotion; and

        * Credit terms for the Debtors of net 15 EFT.

    (d) Disallowance of Claim No. 10961 against Winn-Dixie Stores,
        Inc., for $4,066,838, when the Debtors' confirmed
        Chapter 11 plan of reorganization becomes effective.
        However, if the new supply agreement is terminated because
        the Debtors' chapter 11 plan of reorganization is not
        confirmed or does not become effective, then Claim No.
        10961 will be allowed as a general unsecured claim for
        $4,066,838.

    (e) Waiver by Schreiber of all claims it had or may have had
        against the Debtors as of May 10, 2006, including, without
        limitation, any claim for liquidated damages arising from
        early termination of the Original Contract or any claim
        for rejection damages arising from the rejection of the
        Original Contract.

    (f) Waiver by the Debtors of all claims they had or may have
        had against Schreiber as of May 10, 2006, including,
        without limitation, any claim under Chapter 5 of the
        Bankruptcy Code.

Mr. Baker asserts that in the absence of the compromise, the
parties would incur costs in the continuing Litigation and the
Debtors would be forced to:

    (i) reject the Original Contract and incur the potential
        disruption of finding an alternative supplier, along with
        a significant rejection damage claim; or

   (ii) assume the Original Contract with all of its burdens and
        incur cure obligations that would have administrative
        claim status.

                            Background

Schreiber Foods, Inc., is a manufacturer and distributor of
various food products, including natural and processed cheese.
On April 2, 2002, Schreiber purchased from the Debtors a cheese
manufacturing facility.  As part of the transaction, Schreiber
and the Debtors:

    (a) entered into a 10-year supply agreement, under which
        Schreiber agreed to supply cheese products to the Debtors;
        and

    (b) settled patent infringement allegations made by Schreiber
        relating to a machine the Debtors used at the
        manufacturing facility, with the Debtors agreeing to make
        payments or provide credits to Schreiber not to exceed
        $6,000,000, depending on contingencies.

At the time of the transaction, Schreiber was involved in patent
litigation against the manufacturer of the machine at issue.

D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, tells the Court that the Debtors agreed to the
Patent Settlement only because Schreiber had successfully
obtained on appeal the reinstatement of a $26,000,000 jury
verdict against the machine manufacturer.  Nevertheless,
Winn-Dixie's $6,000,000 obligation was structured to be
contingent upon further developments in Schreiber's patent
litigation against the manufacturer.

However, the trial court later vacated the reinstated jury
verdict on which the Debtors relied in agreeing to the Patent
Settlement.  Although the appeals court agreed that the jury
verdict was properly vacated, it held that Schreiber was entitled
to a new trial.

As of May 26, 2006, no new trial has ensued, due in part to
Schreiber's waiver of its damage claim against the machine
manufacturer, Mr. Baker tells the Court.

                            Litigation

The Debtors have paid $2,300,000 of the $6,000,000 owed under the
Patent Settlement and Schreiber was seeking to collect the
balance.

Upon learning of the events in Schreiber's patent litigation, the
Debtors filed a lawsuit against Schreiber in the United States
District Court for the Eastern District of Wisconsin, Green Bay
Division:

    (a) alleging material misrepresentation in the negotiation of
        the Patent Settlement; and

    (b) seeking a return of amounts paid and cancellation of
        further obligations owed.

Schreiber counterclaimed for the remaining amount due under the
Patent Settlement.

As of the Petition Date, the Litigation was pending and the
Original Contract continued in effect with a remaining term of
six years.

Schreiber filed in the Debtors' Chapter 11 cases proofs of claim
against the Debtors for:

    -- $4,066,838, representing remaining amounts allegedly owed
       under the Patent Settlement; and

    -- $2,200,408, representing prepetition amounts allegedly owed
       under the Original Contract for sales of product by
       Schreiber to the Debtors.

On Oct. 7, 2005, Schreiber also sought to compel the Debtors
to assume or reject the Original Contract.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 40; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Wants to Reject Two Deerwood Property Leases
--------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to reject two Deerwood Property Leases effective as of June 15,
2006.

The Debtors lease two buildings in Jacksonville's Deerwood area
as part of their headquarters operations, D. J. Baker, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in New York, relates.

The Debtors lease the Deerwood Property under a lease dated:

    (i) March 1, 2003, between Winn-Dixie Stores, Inc., and Koger
        Equity, Inc.; and

   (ii) May 15, 2003, between WD Stores and Watch Holdings, LLC.

Mr. Baker tells the Court that the Debtors have decided to
consolidate their business operations into their headquarters
office at Edgewood Court in Jacksonville.

Mr. Baker says if the Debtors reject the Leases, they will save
more than $1,200,000 annually.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 40; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: IRS Wants Access to Substantive Consolidation Papers
----------------------------------------------------------------
The Internal Revenue Service wants access to papers filed by trade
creditors of Winn-Dixie Stores, Inc., in their bid to
substantively consolidate the chapter 11 cases of the supermarket
chain and its 23 units.

In a court filing Tuesday, the IRS said the trade group hasn't
shown a need to block public access to the supporting
documentation, or to restrict access by creditors and other
parties in the case, who could be directly affected by a
substantive consolidation.

The group, holding about $55 million in trade claims against the
company, wants the U.S. Bankruptcy Court in the Middle District of
Florida in Jacksonville to substantively consolidate the chapter
11 cases, so that the assets of Winn-Dixie and its units can be
pooled to pay creditors.

The IRS claims the company owes it about $82 million and says it
can't take a stand on the consolidation request until it receives
supporting documentation from the trade group.

The trade group, however, has said the documentation is based, in
part, on "non-public, confidential and proprietary information"
about the company and has asked the court to allow it to keep
those information under seal, disclosing it to creditors only if
they sign confidentiality agreements.

"The paucity of the motion to file under seal is particularly
troubling in light of the importance of the underlying motion to
consolidate," the IRS said.

Another Winn-Dixie creditor, Lassiter Properties Inc., also
objected to the trade group's request.

The group hasn't provided any summary or privilege lists that
would enable creditors to determine whether the documents and
information truly are confidential or are being withheld
improperly, Lassiter said in a May 25 filing.

Creditors, Lassiter said, are being denied access even to the
legal authority on which the trade group is basing its request for
substantive consolidation.

"Denied the barest explanation or description as to the nature of
the alleged confidential materials, Lassiter and other creditors
are unable to protect their interests against the sweeping and
significant relief requested," the creditor said.  It thus asked
the Bankruptcy Court to reject the trade group's bid to keep
documents under wraps.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.


WORLDCOM INC: Court Okays Stipulation Expunging B. Ebbers' Claims
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New York approved
the settlement agreement between WorldCom, Inc. and Bernard J.
Ebbers disallowing and expunging Mr. Ebber's Claim Nos. 20659 and
36383 in their entirety.

As reported in the Troubled Company Reporter on May 31, 2006, on
January 22, 2003, former WorldCom Chief Executive Officer Bernard
J. Ebbers filed Claim No. 20659, asserting administrative expense
claims and general unsecured claims for:

    -- amounts allegedly due or that become due under a certain
       Separation Agreement between Mr. Ebbers and the Debtors;

    -- the Debtors indemnification and related expense
       reimbursement obligations under the Restated Bylaws of
       MCI, Inc.; and

    -- the Debtors' obligations under a guaranty and letter
       agreements executed in connection with it.

In October 2003, Mr. Ebbers filed Claim No. 36383, asserting a
$12,166,752 unsecured non-priority claim on account of stock
options that the Debtors rejected.

Since April 2002, various actions were filed in, or transferred
to, the United States District Court for the Southern District of
New York, by and on behalf of persons who purchased or otherwise
publicly traded securities of WorldCom.  Mr. Ebbers is named
defendant in the Securities Litigation.

The United States Attorney for the Southern District of New York
facilitated a three-way settlement discussion among the Debtors,
the Class and Mr. Ebbers.

                         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)


YOUNG CHANG: Court Grants Chapter 15 Petition
----------------------------------------------
The Honorable Judge Paul Snyder of the U.S. Bankruptcy Court for
the Western District of Washington in Tacoma entered an order
recognizing Young Chang Company Limited's bankruptcy proceedings
at the Incheon District Court in Korea, as a foreign main
proceeding pursuant to Chapter 15 of the U.S. Bankruptcy Code.

Young Chang, through its foreign representative, Ho Seok Lee,
filed for relief under Chapter 15 with the U.S. Bankruptcy Court
on Jan. 13, 2006.  The foreign debtor asked for recognition of its
corporate reorganization proceeding in Korea to prevent Samsong
Manufacturing Co., Ltd., from pursuing a civil action against the
Company in the Pierce County Superior Court.  Through the civil
action, Samsong hoped to seize certain of Young Chang's U.S.
receivables as payment for the Debtor's KRW2.1 billion debt to
Samsong.

In his order, Judge Snyder suspended any right of any party-in-
interest, other than the foreign representative, to transfer,
encumber or otherwise dispose of Young Chang assets.  Judge Snyder
rules that the administration and realization of all or part of
the Debtor's assets within the United States is entrusted to the
foreign representative.

Headquartered in Incheon, Korea, Young Chang Co. Ltd. --  
http://www.youngchang.com/-- manufactures several brands of     
pianos, including Bergmann, Young Chang, and Pramberger  
Signature Series, which are sold in more than 45 countries  
throughout the world.  

Ho Soek Lee, the Young Chang Co. Ltd.'s foreign representative,
filed a chapter 15 petition on Jan. 13, 2006 (Bankr. W.D. Wash.
Case No. 06-40043).  Jason T. Dennet, Esq., at Carlson & Dennett,
P.S., represents Mr. Lee in the Debtor's ancillary proceedings.  
When Mr. Lee filed the Debtor's chapter 15 petition, he estimated
the Debtor's assets and debts between $50 million and $100
million.


ZALE CORP: Board Ends Talks with Signet Group on Potential Merger
-----------------------------------------------------------------
Zale Corporation (NYSE:ZLC) was approached by Signet Group
regarding a potential business combination.  After careful
consideration, Zale's board of directors has terminated the
discussions, having concluded that its shareholders are best
served by continuing as an independent company.  Zale's board said
that it remains focused on driving shareholder value as its first
and foremost goal.

"We are putting the pieces in place to regain market share and
improve profitability and have strengthened leadership in key
operating units," Betsy Burton, Acting Chief Executive Officer,
commented.  "Our management team is fully focused on preparing the
Company for the 2006 Holiday Season, having developed a sound
'back to basics' plan for accomplishing its key strategic
objectives."

Ms. Burton went on to say that given the Company's strong
potential as a stand-alone business, executing its strategy offers
the best prospect for enhancing shareholder value.  The Company
also indicated that it intends to announce the results of its CEO
search within the next several weeks.

Zale Corporation further reiterated its policy of not commenting
on market rumors.

Headquartered in Irving, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is North America's largest specialty  
retailer of fine jewelry operating approximately 2,345 retail
locations throughout the United States, Canada and Puerto Rico.  
Zale Corporation's brands include Zales Jewelers, Zales Outlet,
Gordon's Jewelers, Bailey Banks & Biddle, Peoples Jewellers,
Mappins Jewellers and Piercing Pagoda.  Through its ZLC Direct
organization, Zale also operates online at http://www.zales.com/
and http://www.baileybanksandbiddle.com/  

                           *     *     *

As reported in the Troubled Company Reporter on April 12, 2006,
Zale Corporation reported that the Securities and Exchange
Commission initiated a non-public investigation relating to
various accounting and other matters related to the Company,
including accounting for extended service agreements, leases, and
accrued payroll.

Subpoenas issued in connection with the SEC investigation ask for
materials relating to these accounting matters as well as to
executive compensation and severance, earnings guidance, stock
trading, and the timing of certain vendor payments.

Zale believes that its accounting complied with generally accepted
accounting principles and is reviewing the matter.  The Company
will cooperate fully with the SEC's investigation.


* Law Firms Buchanan Ingersoll & Klett Rooney To Merge on July 1
----------------------------------------------------------------
Buchanan Ingersoll PC and Klett Rooney Lieber & Schorling
announced today that their firms will merge to form Buchanan
Ingersoll & Rooney, effective July 1, 2006.

Buchanan Ingersoll is one of the largest full service law firms in
the country and Klett Rooney is a 130-attorney firm with offices
that mirror much of Buchanan's existing footprint in cities that
include Philadelphia, Harrisburg, Pittsburgh and Wilmington,
Delaware.  The deal will likely boost the combined firm to become
one of the 80 largest law firms in the United States, with
estimated gross revenues of $265 million and a head count of more
than 525 attorneys and government relations professionals.

The transaction comes almost exactly one year after Buchanan's
June 1, 2005, addition of the 55 attorneys and patent
professionals of the nationally known IP firm Burns Doane.

Buchanan CEO Tom VanKirk, who was recently re-elected to lead the
firm through at least 2009, said, "This is the largest combination
our firm has ever done, and it was an obvious match for us in
terms of culture, practice area and the continued development of
our strategic plan.  Strengthening our Mid-Atlantic presence
better enables us to continue to pursue our goal of being a strong
national firm operating as one unified entity."

Jack Barbour, who is the managing shareholder of Klett Rooney and
will serve as an executive shareholder at the combined firm, said
his firm chose to join Buchanan for a number of reasons, including
similarities in culture and strategic plans: "I've known Tom
VanKirk, Fran Muracca and Buchanan Ingersoll for many years, so it
was easy to see how we could create a strong partnership out of
our two firms.  The geography fit.  Our clients fit.  The
practices fit.  This was one of those rare decisions in life that
almost makes itself."

In total, 250 Klett Rooney attorneys, government affairs
professionals and staff members will join Buchanan.

Klett Rooney has a national client base and serves companies such
as Chubb Insurance, UPMC Health Systems, The Pittsburgh Steelers,
Reliant Energy and Verizon.

Howard Scher, head of Buchanan's Philadelphia office, added that
the benefits of this merger will be particularly noticeable in the
Delaware Valley since the combination adds depth to practice areas
such as traditional labor and creditors' rights.  He said, "This
combination gives us nearly 90 attorneys in the region, and that
will help us offer increased services to all of our clients.  It
also enables us to attract and recruit the highest caliber
attorneys who are looking for the resources of a national firm to
serve their clients and to grow their practices.  And it's clearly
a benefit to recruiting the best and brightest from law schools
and judicial clerkships."
    
Klett Rooney brings particularly strong real estate, government
affairs, litigation and labor practices that mesh well with
Buchanan's work in those areas.  It also has significant
bankruptcy, corporate, gaming, international business, higher
education and general liability defense practices, as well as a
strong PUC practice in Harrisburg that fills a Buchanan need in
that area.

The Klett Rooney combination is the latest in a series of
additions that Buchanan has undergone since 2005.  The firm added
more than 100 attorneys and government relations professionals
last year, including:

   * the attorneys and professionals from the IP firm Burns Doane
     Swecker & Mathis in Alexandria, Virginia, and San Diego and
     Silicon Valley, California;

   * government relations boutique Hill Solutions in Philadelphia
     and Washington, D.C.;
    
   * a group of nine litigators from Saul Ewing in Philadelphia;
   
   * tax, transactional and immigration attorneys from Steel
     Hector in Miami; and

   * the national litigation boutique of Slotnick, Shapiro &
     Crocker in New York.

                           A New Name
    
After nearly three decades as Buchanan Ingersoll, the new firm
will change its name to Buchanan Ingersoll & Rooney.  The Rooney
name belongs in this case to Arthur J. Rooney, II, a former
managing shareholder of Klett Rooney who currently serves as of
counsel at the firm and as president and general counsel of the
Pittsburgh Steelers.  He was also recently named NFL Executive of
the Year.  He will continue as of counsel at Buchanan.

Mr. VanKirk says the addition of the Rooney name will help the
firms integrate and move forward as one organization as quickly as
possible.

From Mr. Barbour's perspective, the name change also signals a
combination of two strong firms.  He said, "The Rooney name is
known and respected throughout the country, and having that name
combined with Buchanan Ingersoll sends a message of unity and
excellence to our clients."

                       About Klett Rooney

Klett Rooney Lieber & Schorling is a business law firm with 130
lawyers and a national client base.  In addition to its Pittsburgh
headquarters, the firm has offices in Philadelphia, Harrisburg,
Wilmington, Newark, New Jersey, and Washington, D.C.

The firm can be traced to a sole practitioner who began practicing
in 1902 with a focus on tax law.  During the first half of the
20th century, the firm expanded its offerings to business clients
throughout Western Pennsylvania to include securities, mergers and
acquisitions, and other corporate legal matters.  By the 1960s, it
was one of Pittsburgh's largest business law firms.

In 1986, the firm opened an office in Harrisburg to better serve
clients throughout Pennsylvania.  The 1990s brought more growth
with the implementation of a strategic plan to become a Mid-
Atlantic regional law firm.  In 1994, the firm opened an office
in Philadelphia, followed by a fourth office three years later
in Wilmington, DE. In 2001, the firm further expanded its Mid-
Atlantic presence with the opening of an office in Newark, New
Jersey, as well as an office in Washington, D.C.

                    About Buchanan Ingersoll

Buchanan Ingersoll PC is one of the largest law firms in the
nation.  Following the combination with Klett Rooney, the firm
has more than 525 attorneys and government relations professionals
practicing throughout the United States, with principal offices
in the cities of Pittsburgh, Philadelphia, Washington, D.C.,
Alexandria, New York, Princeton, Harrisburg, Miami, Tampa,
Wilmington, Cleveland, Newark, Silicon Valley and San Diego.

The firm's attorneys have experience in a range of industries
as entertainment and media, pharmaceuticals and biomedicine,
technology, financial institutions, construction, franchise and
real estate.  Within these and other industries, Buchanan
attorneys focus on more than 65 practice areas, including
Corporate Finance, Litigation, Tax, Government Relations, Labor
& Employment, Intellectual Property and Health Care. The firm
serves national and international clients that include Fortune
500 corporations, start-ups, technology companies and financial
institutions.


* BOOK REVIEW: A Hundred Years of Medicine
------------------------------------------
Author:     C. D. Haagensen and Wyndham E.B. Lloyd
Publisher:  Beard Books
Paperback:  504 Pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587980878/internetbankrupt


A Hundred Years of Medicine is presented in four parts.  Part I
discusses the historical background of modern medicine, which is
considered to have begun in England around the middle of the
1700s.  About half of the chapters in Part II on the history of
infectious disease remain, for the most part, as Lloyd wrote them.

The other half of Lloyd's chapters in Part II and all of Part III,
"Surgery During the Last Hundred Years," and Part IV, "New Social
Aspects of Medicine," have been entirely rewritten by Haagensen.  

Haagensen's extensive 2000 update of Lloyd's original 1943 work is
in keeping with that author's original intention that his
"historical essay may prove to be of value not only to the layman
[its primary audience] . . . but also to those medical
practitioners and students who have not found time for any
specialized study of the history of medicine."

This book is not presumed nor intended to be comprehensive.  Lloyd
remarks in the preface to the original edition that his intent is
to present the subject matter in a manner that is not "too
technical [for] the non-medical reader."  

However, A Hundred Years of Medicine does provide a thorough
discussion of medical issues, including advances in surgery during
this time, that the reader is certain to find fascinating.

Part I, a general history of medicine titled "Medicine Up to a
Hundred Years Ago," demonstrates the progress that has been made
in the medical field, including the contributions of its primary
professionals (doctors) and institutions (hospitals).

Hospitals, which became prevalent in the eighteenth century, were
not only centers for the treatment of medical problems, but also
served as places for conducting scientific and research studies
that would further the field of medicine.

Part I also contains a broad historical section that sets the
context for the advances in understanding and treatment of disease
and the major improvements in surgical procedures during the
nineteenth and early twentieth centuries.

In the second and third parts, on diseases and surgery
respectively, the reader learns that "important medical advances
are not made in a single day but are generally the result of a
laborious series of steps made by a number of different workers
over long periods of years."

It is here that the book moves from a historical treatise to a
discussion of particular medical conditions and their treatments.  
Lloyd and Haagensen illuminate the developments in chronological
order so the reader can appreciate the challenges, breakthroughs,
and notable junctures in medical and surgical achievements.

The authors also follow, however, parallel developments in other
areas of medicine that, taken together, portray the forward
movement of the entire medical field.

In line with this approach, the general subject of disease in Part
II is delineated into chapters on the three main areas of
developments of germ theory: ineffective organisms, germs outside
the body, and germs inside the body.

Also found in this part are separate chapters on the introduction
of chemotherapy; the campaigns to combat tuberculosis, diabetes,
and anemia; and the role of vitamins in preventive medicine.

The nineteenth century was notable for the large strides made in
the recognition, diagnosis, and treatment of disease.  At the core
of this advancement was the discovery of the animal cell.

This, in turn, led to the conception of the living body as a vast
organization consisting of millions of tiny individual cells.  
This view, which came to be known as Cell Theory, quickly spread
throughout the medical field because it answered centuries-old
medical mysteries and gave doctors scientifically-based guidance
for identifying and treating diseases.

Eventually it led to developments in disease prevention and public
sanitation for individuals and governments.  First posited little
more than one hundred years ago, Cell Theory remains the basic
principal of today's medical field by which doctors are educated
and trained and diseases are treated.

In recent decades, Cell Theory has led to remarkable progress in
the treatment of cancer and one day may result in a cure for it,
as tuberculosis and polio were cured in earlier times.

The authors similarly cover the historical turning point in the
field of surgery.  Surgery is considered the "opening of the great
cavities of the body, the abdomen and chest...to operate upon the
viscera."

Before the early 1800s, medical treatment had been limited to
dealing with wounds and diseases on the "surface of the body and
in the extremities."

There were no doctors called surgeons as such.  But in 1809 in his
home in Danville, Kentucky, where he had begun his practice in
1795, 38-year old Ephraim McDowell removed a 22.5 lbs. ovarian
tumor from a woman in what was the first surgery lasting 25
minutes without anesthesia.

It was seven years before McDowell performed another ovariotomy,
and not until the 1820s before other doctors performed the
operation.  With the introduction of anesthesia in the early
1840s, surgery quickly moved into new areas and developed rapidly.

With such engaging, sometimes-dramatic material and portrayals of
the pioneers of medicine, A Hundred Years of Medicine offers a
readable and memorable history of medicine.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero Jainga, Joel Anthony G.
Lopez, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Cherry A.
Soriano-Baaclo, Christian Q. Salta, Jason A. Nieva, Lucilo M.
Pinili, Jr., Tara Marie A. Martin and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***