TCR_Public/060619.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, June 19, 2006, Vol. 10, No. 144

                             Headlines

1241 ROUTE: Voluntary Chapter 11 Case Summary
ADELPHIA COMMS: Plan Voting Deadline Extended Until July 26
ADSOUTH PARTNERS: Posts $1.7 Million Net Loss in First Quarter
AFFILIATED COMPUTER: Turns to Rich Capital for Financial Advise
AFFINITY GROUP: Amends Terms of $200 Million Senior Debt Facility

AMC ENTERTAINMENT: Completes $325 Million Sr. Notes Exchange Offer
AMERICAN AXLE: Moody's Rates $200 Mil. Unsecured Term Loan at Ba3
AMERICAN MEDIA: Exploring Sale of Five Special Interest Titles
ANVIL HOLDINGS: April 29 Balance Sheet Upside-Down By $128.7 Mil.
ARCTIC GLACIER: Acquires Assets and Operations of Happy Ice

ASARCO LLC: Ct. Amended Sale Order of Tennessee Mines to Glencore
ASARCO LLC: Court Okays Claro Group as Insurance-Recovery Advisor
AVENTINE RENEWABLE: Launches Tender Offer for Floating Rate Notes
BALLY TOTAL: Will File Financials Before July 10 Waiver Deadline
BANC OF AMERICA: Moody's Holds Low-B Ratings on $46.8 Mil. Certs.

BANCREDIT CAYMAN: GFN Objects to Discovery Authority Request
BEARD COMPANY: Cole & Reed Expresses Going Concern Doubt
BOYDS COLLECTION: Deloitte & Touche Issues Going Concern Doubt
CALIBRE ENERGY: Posts $673,612 Net Loss in 2006 First Quarter
CALPINE CORP: Appoints Glen H. Hiner to Board of Directors

CARLYLE HOLDINGS: Case Summary & 12 Largest Unsecured Creditors
CATHOLIC CHURCH: T.A.L. Wants Sexual Abuse Claim Paid in Portland
CATHOLIC CHURCH: Portland Trims Budget & Jobs Due to Bankr. Costs
CEEBRAID ACQUISITION: Court Dismisses Chapter 11 Case
CHARLES DYER: Voluntary Chapter 11 Case Summary

CHICAGO HUDSON: Files Schedules of Assets and Liabilities
CHRISTIAN FELLOWSHIP: Case Summary & 20 Largest Unsec. Creditors
COIN BUILDERS: Objects to Panels Request for Chapter 7 Conversion
COIN BUILDERS: U.S. Trustee Opposes Disclosure Statement Approval
CONSTELLATION BRANDS: Completes C$1.227 Billion Vincor Acquisition

CONSTELLATION BRANDS: Moody's Rates New $3.5 Billion Loan at Ba2
CREDIT SUISSE: Moody's Affirms Low-B Ratings on $31.7 Mil. Certs.
DAUPHIN TECH: Porter Keadle Moore Expresses Going Concern Doubt
DELPHI CORP: Agrees to Incentives Agreement with GM and Union
DIVERSIFIED CORP: March 31 Balance Sheet Upside-Down by $6.8 Mil.

DRESSER INC: Filing Delay Prompts S&P to Downgrade Rating to B
DYNCORP INTERNATIONAL: Earnings Growth Prompts S&P to Lift Ratings
ENER1 INC: Secures New Cost-Share Contract from U.S. Advanced
ENTERPRISE PRODUCTS: S&P Affirms BB+ Corporate Credit Rating
EXIDE TECHNOLOGIES: Settles Adversary Proceedings with 5 Lenders

FLEETPRIDE CORP: Moody's Junks Rating on $150 Million Senior Notes
FOAMEX INT'L: U.S. Trustee Opposes Equity Panel Appointment
FOAMEX INTERNATIONAL: Appoints Raymond Mabus Interim Pres. & CEO
FREMONT GENERAL: DBRS Rates Trust Preferred Securities at B(high)
GENERAL MOTORS: Backs Special Attrition Plan for Delphi Workers

GENEVA LLC: Voluntary Chapter 11 Case Summary
GRACE INDUSTRIES: Files Plan & Disclosure Statement in New York
GREAT COMMISSION: Hires Cunningham & Chernicoff as Counsel
GREAT COMMISSION: U.S. Trustee Appoints Three-Member Committee
HEALTHSOUTH CORP: Prices $1 Billion of Senior Notes

HIGHWAY HAULERS: Case Summary & 17 Largest Unsecured Creditors
INNOSPEC INC: Expands Borrowing Capacity to $200 Million
INTERPUBLIC GROUP: Inks Option Pacts with Four Derivatives Dealers
INVERNESS MEDICAL: Sees $1.5MM Annual Savings from Sales Shake-Up
JUNIOR ABEYTA: Case Summary & 18 Largest Unsecured Creditors

KAISER ALUMINUM: Court Approves Amended Claims Sale Protocols
KAISER ALUMINUM: Creditors Object to ACE Insurers Settlement Pact
KELLWOOD CO: Signs Rights Agreement with American Stock Transfer
KMART CORPORATION: Reports 13-Week Sales Revenue Ended April 29
KMART CORP: Former Ridge Avenue Property Sold for $4.25 Million

KMART CORP: Court Reduces & Allows L.A. County's Two Tax Claims
LIGAND PHARMACEUTICALS: Resumes NASDAQ Trading Effective June 14
LION-GRI INT'L: Posts $131,471 Net Loss in 2006 First Quarter
LOVESAC CORP: Files Chapter 11 Plan of Liquidation in Delaware
MASSACHUSETTS HEALTH: S&P Affirms BB+ Rating on Series 1998 Bonds

MERIDIAN AUTOMOTIVE: U.S. Trustee Objects to Watson Wyatt's Fees
MERIDIAN AUTOMOTIVE: Wants Ionia GenCorp Benefits Agreement Okayed
MILLENIUM BIOLOGIX: Going Concern Depends on Additional Financing
MILLENIUM BIOTECH: March 31 Balance Sheet Upside-Down by $3.5 Mil.
MIRANT CORP: Examiner, et al. Ask Court for Fee Adjustment

MIRANT CORP: Asks Court to Okay NY Independent System Settlement
MOUNTAIN VIEW: Moody's Puts Low-B Ratings on $20.5MM Class Certs.
MOUNT CLEMENS: Fitch Maintains Watch Status Despite Bond Default
NETWORTH TECH: Wheeler Herman Expresses Going Concern Doubt
NETWORTH TECH: March 31 Balance Sheet Upside-Down by $8.8 Million

NEWAVE INC: Acquires Media Design Firm to Realize Cost Savings
OPTION ONE: S&P Affirms Seven Certificate Classes' Low-B Ratings
OWENS CORNING: Objects to Tyree's $1 Million Claim
PARMALAT USA: Court OKs Pact on Industrial Machine's Inspection
PARMALAT USA: Court Okays Allowance of Bartlett's $250,000 Claim

PARMALAT USA: Perry's Allowed to Pursue N.Y. State Court Action
PAINCARE HOLDINGS: Lenders Waive Debt Terms for $300,000 Payment
PEGASUS SATELLITE: Trust Sells TV Broadcast Operations for $49MM
PLIANT CORP: Bondholders & Shareholders Withdraw Plan Objections
PRIMUS TELECOM: March 31 Balance Sheet Upside-Down by $246 Mil.

Q.E.P. CO: Lenders Waive Loan Agreement Terms Violation
QCA HEALTH: A.M. Best Says Financial Strength Still Marginal
QUANTA SERVICES: Obtains $300 Million Revolving Credit Facility
QWEST COMMS: Strong Liquidity Cues S&P to Lift Short-Term Rating
SECURITIZED ASSET: Moody's Puts Low-B Ratings on 2 Cert. Classes

SILICON GRAPHICS: Files Joint Plan of Reorganization
SILICON GRAPHICS: Walks Away from Eight Executory Contracts
SILICON GRAPHICS: Gets Final Okay to Honor Prepetition Obligations
SOVEREIGN BANCORP: Prices $300 Million Capital Securities Offering
STANDARD STEEL: S&P Puts Low-B Ratings on $165 Million Facilities

STERLING FINANCIAL: Unit Completes $55 Million Securities Offer
STRIKEFORCE TECHNOLOGIES: Files Amended 2005 Financial Statements
TASMAN PACIFIC: A.M. Best Says Financial Strength is Fair
TRIBUNE CO: Capital Return Prompts Moody's to Downgrade Ratings
TRIPPERS INC: Case Summary & 19 Largest Unsecured Creditors

TRITON CDO: Moody's Junks Rating on $26.7 Million Class B Notes
TRM CORP: Establishes $109 Million Credit Facility
US AIRWAYS: Flight Attendants Outraged by Management Stock Options
USG CORP: Asks Court to Okay $1.72MM Federal Insurance Settlement
W.R. GRACE: Acquires Basell's Catalyst Manufacturing Assets

W.R. GRACE: CHL Administration Holds $1.7 Million Unsec. Claim
W.R. GRACE: Exclusive Periods Extended as Mediation Continues
WACHOVIA BANK: S&P Puts Low-B Ratings on Six Certificate Classes
WASTE SERVICES: Plans to Seek Changes to Senior Credit Facility
WESTON NURSERIES: Will Sell Assets Next Month

WILLIAMS COS: Settles Shareholder Lawsuit for $290 Million
WILLIAMS PARTNERS: Prices Private Offering of $150 Mil. Sr. Notes
WINN-DIXIE: Sunrise Properties Buys Four Stores for $2 Million
WINN-DIXIE: South Florida Investment Buys Hollywood Tract for $6M+

* BOND PRICING: For the week of June 12 - June 16, 2006

                             *********

1241 ROUTE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 1241 Route 23 Wayne Corp.
        1241 Route 23
        Wayne, New Jersey 07470

Bankruptcy Case No.: 06-15464

Chapter 11 Petition Date: June 16, 2006

Court: District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: John J. Scura, III, Esq.
                  Scura, Mealey, Scura & Stack, LLP
                  1599 Hamburg Turnpike
                  P.O. Box 2031
                  Wayne, New Jersey 07470
                  Tel: (973) 696-8391

Total Assets: $1,200,000

Total Debts:    $780,000

The Debtor did not file a list of its 20 largest unsecured
creditors.


ADELPHIA COMMS: Plan Voting Deadline Extended Until July 26
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended, until 4:00 p.m. on July 26, 2006, the deadline for the
submission of ballots and master ballots to accept or reject the
Modified Fourth Amended Joint Plan of Reorganization, dated April
28, 2006, of Adelphia Communications Corporation and its debtor-
affiliates.

In the case of securities held through an intermediary, the
deadline for instructions to be received by the intermediary has
been extended to 4:00 p.m. on July 21, 2006 or such other date as
specified by the applicable intermediary, so that master ballots
can be prepared and received by the Voting Deadline.

Pursuant to the Extension Order, the Voting Deadline to accept or
reject the Second Modified Fourth Amended Joint Plan of
Reorganization of Parnassos Communications, L.P. and Century-TCI
California Communications, L.P., the joint ventures the Debtors
hold with Comcast Corporation, is 4:00 p.m. on June 21, 2006.

                        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.


ADSOUTH PARTNERS: Posts $1.7 Million Net Loss in First Quarter
--------------------------------------------------------------
Adsouth Partners, Inc. (OTCBB:ASPR), reported financial results
for the first quarter ended March 31, 2006.  On March 30, 2006,
the Company decided to enter into negotiations for the sale of its
product sector.  On April 25, 2006 the Company entered into a
letter of intent, which contemplated the sale to MFC Development
Corp., subject to the negotiation and execution of an agreement of
sale, by the Company of the product sector for a total
consideration to be valued at $9.5 million.

Commencing with the quarter ended March 31, 2006, Adsouth's
historical financial statements are reclassified to reflect the
products segment as a discontinued operation.  Adsouth's
continuing operations are in two business segments -- generator
sales and advertising services.

The Company reported consolidated revenue from continuing
operations for the first quarter of 2006 of $4,316,000, compared
to $415,000 for the first quarter last year.  Net loss from
continuing operations was $780,000 for the first quarter of 2006,
compared to a loss of $153,000 for the first quarter 2005.

For the first quarter of 2006, revenue from the discontinued
product sector was $669,000, compared to $1,306,000 for the first
quarter last year.  The loss from the discontinued product sector
for the first quarter 2006 was $1,009,000 compared to income of
$244,000 for the first quarter 2005.

Overall, the Company incurred a consolidated net loss of
$1,789,000 for the first quarter of 2006, compared to consolidated
net income of $91,000 for the first quarter of 2005.

                            New CEO

On May 15, 2006 the Company's Board of Directors appointed Charles
Matza as the Company's new Chief Executive Officer and Board
Chairman. Charles Matza, commented, "Since joining Adsouth I have
been reviewing and assessing the Company's strategic direction,
operational and corporate infrastructure and financial structure,
with a goal of developing a long term strategic plan for the
future.  The Company continues to work towards a definitive
agreement on the sale of our consumer brands."

                    Issuance of Notes Payable

On February 10, 2006, Genco Power Solutions, Inc. entered into a
loan agreement with a non-affiliated lender pursuant to which the
Company borrowed $500,000 on February 10, 2006, and $500,000 on
March 15, 2006.  The loan bears interest at 18% per annum.  On
April 1, 2006, Genco borrowed an additional $500,000 for which it
issued a demand promissory note which bears interest at 15%.  On
May 9, 2006, Genco entered into a loan agreement with a non-
affiliated lender which provides for a $2,100,000 loan commitment.

Genco used $1,437,000 of the loan proceeds to pay-off principal
and interest owed on Genco's existing loans.  The loan bears
interest at the prime rate plus 7.5%, an effective rate of 15.25%
per annum on the date of the loan.  Commencing June 8, 2006, Genco
is required to make monthly payments of $58,333 plus accrued
interest, until June 8, 2007, when the entire unpaid balance is
due.  If the loan is prepaid prior to December 8, 2006, Genco is
required to pay a prepayment penalty equal to 1% of the amount
prepaid.  The loan is guaranteed by Adsouth Partners, Inc. and
John P. Acunto, Jr., the Company's principal stockholder, for
which he received consideration of $32,500 from Genco.

In addition the lender holds a security interest in all of Genco's
assets and has a right of first refusal to provide customer
financing for the sale of Genco's generator systems.  In
connection with the loan, the Company issued 100 additional
shares, or 10%, of Genco common stock it owned to two individuals
who arranged the financing and who have agreed to provide
additional consulting services to Genco.  Upon issuance of the
shares of the common stock of Genco, the Company holds 80% of the
authorized and issued shares of common stock of Genco and the two
individuals hold 20% of the authorized and issued shares of
Genco's common stock.

               Going Concern and Management's Plan

The Company's unaudited condensed consolidated financial
statements for the first quarter ended March 31, 2006, have been
prepared in conformity with accounting principles generally
accepted in the United States of America, which contemplate
continuation of the Company as a going concern. The Company
incurred a loss of $780,000 from continuing operations and
generated cash flows from continuing operations of $303,000 but
used $892,000 in cash operating its discontinued products sector
for the first quarter ended March 31, 2006.

As of March 31, 2006, the Company had an accumulated deficit of
$8,269,000 and had working capital of $135,000.  During the
quarter ended March 31, 2006, revenues from two advertising
customers, who are no longer customers, represented 72% and 28%,
respectively, of total revenues. In addition, the Company is a
defendant in a recently-commenced litigation seeking damages in
excess of $2,000,000.  Although the Company believes it has
meritorious defenses against such lawsuit, an unfavorable outcome
of such action would have a materially adverse impact on its
business and its ability to continue operating.

As of May 22, 2006, the Company has approximately $900,000 in cash
and cash equivalents.  The Company expects to generate cash flow
from the sale and installation of generators from Genco's existing
backlog of orders.  As of May 22, 2006, the Company has in house
or on an existing purchase order with its generator supplier,
sufficient generators to fulfill its existing back log of
generator orders which are in excess of $2 million.  If the
Company is unable to install the generators in a timely manner it
will need additional funding to continue its operations.  The
Company says that these factors raise substantial doubt about its
ability to continue as a going concern.

                        Legal Proceedings

On May 15, 2006, the Company was served in an action in the
Bankruptcy Court in the State of New Jersey by N.V.E., Inc.  Other
defendants in the action are a principal stockholder and former
chief executive officer, a director and former chief executive
officer, the Company's chief financial officer and three other
employees of the Company.  The complaint arises from a letter
agreement dated May 12, 2005, pursuant to which the Company
performed services for NVE relating to NVE's advertising campaign.  
The complaint alleges that the Company breached the contract in
fraudulently invoicing NVE for advertising services.  The
complaint also alleges that the Company's conduct constituted
criminal activity and includes a claim under federal and New
Jersey Racketeer Influenced and Corrupt Organizations Act, and
seeks damages in excess of $2,000,000 plus costs, with claims for
treble damages and punitive damages.  The Company believes that
the allegations of criminal conduct and the RICO claims are
without merit.  The Company believes that it has meritorious
defenses to the other claims alleged and intends to vigorously
defend the action.

                    Genco Power Solutions, Inc.

Adsouth's generator sales segment includes the sale, installation
and servicing of standby and portable generators to both
residential and commercial customers, through its Genco Power
Solutions, Inc. subsidiary.  The Company is currently selling,
installing, and servicing Guardian standby and portable
generators.  Since December 2005, the Company has been developing
the infrastructure necessary to operate the

Adsouth Partners, Inc. Announces First Quarter of 2006 Financial
Resultssales segment, including the acquisition of computers,
vehicles and equipment and warehouse space.  During the first
quarter of 2006 the Company launched its generator sales
operations in South Florida including the initiation of a radio
advertising campaign, the hiring of a sales force and customer
services representatives and installation crews.  The generator
sales sector reported revenue of $5,000 for the first quarter of
2006.  As of May 22, 2006, the Company has a back log of generator
orders which are in excess of $2 million.

In May 2006 the Company executed leases for office and warehouse
space in Orlando and Pompano Beach, Florida for Genco which is the
first phase of its launch into the northern and central areas of
Florida.

                  About Adsouth Partners, Inc.

Adsouth Partners -- http://www.adsouthpartners.com/-- is a  
vertically integrated direct response marketing company that
generates revenues from the placement of advertising, the
production of advertisements, creative advertising and public
relations consulting services.  Since mid 2004, it has expanded
its activities as it obtained the rights to products that it
markets and sells to retail outlets.  Since December 2005, through
a majority-owned subsidiary, Genco Power Solutions, Inc. --
http://www.gencopowersolutions.com-- the Company has been  
marketing integrated power generator systems to residential
homeowners and commercial businesses throughout Florida.


AFFILIATED COMPUTER: Turns to Rich Capital for Financial Advise
---------------------------------------------------------------
Affiliated Computer Services, Inc., entered into an engagement
letter with Rich Capital, LLC, on June 9, 2006.  Under the
engagement letter, Rich Capital will act as the Company's non-
exclusive financial adviser in connection with proposed
acquisition candidates.

The engagement letter terminates on May 31, 2008.  Rich Capital
will be paid an aggregate $500,000 retainer during the term of the
engagement.

A full-text copy of the engagement letter is available for free
at http://researcharchives.com/t/s?b83/

                     About Affiliated Computer

Headquartered in Dallas, Texas, Affiliated Computer Services,
Inc., (NYSE: ACS) -- http://www.acs-inc.com/--  provides business     
process outsourcing and information technology solutions to
commercial and government clients.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 16, 2006,
Moody's Investors Service downgraded Affiliated Computer's
existing notes rating to Ba2 from Baa3 and assigned a Ba2
corporate family rating and Ba2 ratings to the company's
$5 billion bank credit facilities.  Moody's also confirmed the
Company's Baa3 senior unsecured bank credit facility rating and
will withdraw the rating upon the consummation of the proposed
financing package.

As reported in the Troubled Company Reporter on Feb. 16, 2006,
Standard & Poor's Ratings Services held its ratings for Affiliated
Computer on CreditWatch, where they were placed with negative
implications, on Jan. 27, 2006.  Standard & Poor's said it will
lower its corporate credit rating on the company to 'BB-' from
'BB+', if ACS materially completes the repurchase of $3.5 billion
of the company's shares.  The outlook will be stable.


AFFINITY GROUP: Amends Terms of $200 Million Senior Debt Facility
-----------------------------------------------------------------
Affinity Group, Inc., modified its Amended and Restated Credit
Agreement dated as of June 24, 2003, on June 8, 2006, to permit
the Company to repurchase up to $30 million of the Company's $200
million 9% senior subordinated notes due 2012 from time to time as
and when the Company determines.

As of June 8, 2006, the principal balance of the term loans
outstanding under the Senior Credit Facility aggregated $109.5
million, $7.3 million is reserved for letters of credit issued
under the revolving credit line of the Senior Credit Facility and
$27.7 million is available for borrowing under the Senior Credit
Facility.

The Senior Subordinated Notes bear interest at 9% per annum
payable semi-annually, mature on February 15, 2012, and may be
called at a price of 104.5% beginning February 15, 2008 and
declining to par at February 15, 2010.  The Company may, from time
to time, repurchase the Senior Subordinated Notes with its
available cash or from borrowings under its credit line under the
Senior Credit Facility.  In addition, the Company believes that
affiliates of the Company, including other entities owned or
controlled by Stephen Adams who controls the Company's ultimate
parent company, may also purchase the Senior Subordinated Notes
from time to time.

A full-text copy of the Seventh Amendment to the Credit Agreement
dated June 8, 2006, is available for free at:

               http://researcharchives.com/t/s?b8c

Headquartered in Ventura, California, Affinity Group, Inc. --
http://www.affinitygroup.com/-- and its affiliated companies  
serve the safety, security, comfort, and convenience needs of the
North American recreational vehicle market.

                          *     *     *

As reported in the Troubled Company Reporter on May 5, 2006,
Standard & Poor's Ratings Services lowered its ratings on Affinity
Group Holding Inc. and its operating subsidiary, Affinity Group
Inc., including lowering the corporate credit ratings to 'B' from
'B+'.  The outlook is stable.  Total debt outstanding was $412.7
million as of Dec. 31, 2005.


AMC ENTERTAINMENT: Completes $325 Million Sr. Notes Exchange Offer
------------------------------------------------------------------
AMC Entertainment Inc. completed its previously reported offer to
exchange up to $325 million in aggregate principal amount of its
11% Series B Senior Subordinated Notes due 2016, which have been
registered under the Securities Act of 1933, as amended, for its
outstanding 11% Series A Senior Subordinated Notes due 2016.

The Exchange Offer expired on its terms at 5:00 p.m., New York
City time, on June 13, 2006.  According to the HSBC Bank USA,
National Association, the exchange agent for the Exchange Offer,
$325,000,000 in aggregate principal amount of the 11% Series A
Senior Subordinated Notes due 2016 were tendered, which represents
100% of the total outstanding principal amount of the original
notes.  The terms of the new notes are substantially identical to
those of the original notes, except that the new notes do not bear
any restrictions on transfer.

The exchange offer was made only by the prospectus dated May 12,
2006.

Headquartered in Kansas City, Missouri, AMC Entertainment Inc. --
http://www.amctheatres.com/-- is a worldwide leader in the  
theatrical exhibition industry.  The company serves more than 250
million guests annually through interests in 415 theatres and
5,672 screens in 12 countries including the United States.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 2, 2006,
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B' corporate credit rating, on both AMC Entertainment Inc.
and AMC's parent, Marquee Holdings Inc.  The outlook for both AMC
and Marquee is negative.

As reported in the Troubled Company Reporter on Jan. 16, 2006,
Fitch Ratings assigned a 'B' issuer default rating to AMC
Entertainment Inc.  Fitch also assigned a 'B' Issuer Default
Rating to AMC's parent, Marquee Holdings Inc.

As reported in the Troubled Company Reporter on Jan. 6, 2006,
Moody's Investors Service assigned a Ba3 rating to the proposed
bank facilities of AMC and a B3 rating to AMC's proposed senior
subordinated notes issuance.


AMERICAN AXLE: Moody's Rates $200 Mil. Unsecured Term Loan at Ba3
-----------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 Corporate Family rating
of American Axle & Manufacturing Holdings, Inc., and assigned at
Ba3 rating to a new term loan for American Axle & Manufacturing,
Inc.  At the same time, the rating agency raised American Axle's
Speculative Grade Liquidity rating to SGL-2 from SGL-3.

The actions follow American Axle obtaining an underwritten
commitment for a new $200 million unsecured term loan.  Proceeds
are expected to be used to reduce outstandings under the company's
revolving credit facility which increased as a result of funding
the conversion of Holding's convertible note issue subsequent to a
ratings trigger.

The new term loan will be pari passu with existing unsecured
indebtedness at American Axle, and, accordingly, has been assigned
a Ba3 rating.  The application of funds from the term loan against
revolver borrowings will restore the company's external
commitments sufficiently to improve its liquidity profile with
only a minor effect on leverage.  The outlook remains negative.

Ratings affirmed:

American Axle & Manufacturing Holdings, Inc.

   * Corporate Family, Ba3
   * Senior Unsecured Convertible notes, Ba3

American Axle & Manufacturing, Inc.

   * $250 million of Senior Unsecured notes, Ba3

Ratings assigned:

American Axle & Manufacturing, Inc.

   * $200 million unsecured term loan, Ba3

Ratings raised:

American Axle & Manufacturing, Inc.
  
   * Speculative Grade Liquidity rating to SGL-2 from SGL-3

The last rating action was on May 22, 2006, at which time the
Corporate Family and unsecured ratings were lowered to Ba3 from
Ba2, the liquidity rating was lowered to SGL-3 from SGL-2, and the
negative outlook was affirmed.  Should the entire amount of the
Holdings' convertible issue be extinguished, its ratings will be
withdrawn.

The new term loan will have a maturity no earlier then April 2010,
the current expiration date of American Axle's $600 million
revolving credit facility.  The term loan, revolving credit
facility and existing $250 million of unsecured notes will be pari
passu.  Given the use of proceeds, consolidated leverage will not
materially change.

However, as the new term loan's interest rate will be
substantially higher than the 2% coupon on Holding's convertible
note, and the amount of the term loan will exceed the principal of
the convertible issue, interest expense going forward will
increase significantly.  Interest coverage may weaken as a result.

However, debt protection measures combined with the company's
overall risk profile remain consistent with the Ba3 Corporate
Family rating.  The company's financial flexibility will improve
from the enhanced liquidity achieved through restoring available
commitments under its revolving credit facility.

The negative outlook considers the company's continued
concentration with GM, whose Corporate Family rating is B3, the
mix of vehicles it supports, and uncertainty on what build rates
consumer demand may ultimately support for models supported by
American Axle production.  The rating agency would expect American
Axle to remain profitable during the intermediate term.  However,
during this period it remains vulnerable to potential downside
developments arising from any disruptions of U.S. auto production.

The Speculative Grade Liquidity rating has been raised to SGL-2,
representing good liquidity over the next 12 months.  Moody's
would expect the company to have break-even to modestly positive
free cash flow over the coming year.  Seasonal factors will
continue to influence quarterly operating cash flows as will the
pace and level of the company's capital expenditures.  While
capital expenditures over the coming year will be lower than in
fiscal 2005, they remain elevated and reflect the company's
organic growth initiatives and the launch of new business.

The new term loan will reduce borrowings under the revolving
credit facility which has been drawn to fund conversion of
Holding's convertible notes following the ratings trigger.  
Repayment of revolving credit borrowings will replenish unused
availability under that facility, thereby improving the company's
external liquidity.  The company remains in compliance with its
financial covenants with ample headroom.

However, at current run-rates of EBITDA, the leverage covenant
could have an effect of limiting the company's use of the facility
to less than the full amount of the commitment over quarterly
reporting dates.  The company's obligations remain unsecured which
provides some scope for alternative liquidity arrangements.

Headquartered in Detroit, Michigan, American Axle & Manufacturing,
is a world leader in the manufacture, design, engineering and
validation of driveline systems and related components and
modules, chassis systems, and metal formed products for light
truck, SUVs and passenger cars.  The company has manufacturing
locations in the U.S.A., Mexico, the United Kingdom and Brazil.
The company reported revenues of $3.4 billion in 2005 and has
approximately 10,900 employees.


AMERICAN MEDIA: Exploring Sale of Five Special Interest Titles
--------------------------------------------------------------
American Media, Inc., the parent company of American Media
Operations Inc., is implementing a strategy to refocus the
Company, and devote its full resources to growing its core brands.
American Media Operations conducts all of AMI's operations and
represent substantially all of AMI's assets.

As part of this strategy AMI will explore the sale of its five
market leading special interest titles - Muscle & Fitness, Flex,
Muscle & Fitness Hers, Country Weekly, and Mira! and has engaged
J.P. Morgan Securities Inc. and Bear, Stearns & Co. Inc. as
advisors.

"AMI's strategy going forward will focus on our celebrity weeklies
and active lifestyle magazines," said David J. Pecker, AMI
Chairman and CEO.  Included among the 11 top titles AMI will
continue to operate and grow are Star, National Enquirer, Shape
and Men's Fitness.  Total readership of all remaining AMI titles
will exceed 35 million per month.

"As part of this strategic refocus, we have decided to explore
divestiture options for our five special interest titles," added
Mr. Pecker.  "Each of these titles is a leader in its respective
category, benefits from strong demographic trends and a stable
base of customers and advertisers, and has attractive expansion
opportunities."

In the aggregate, the five titles generated an estimated
$84 million in revenues for the twelve months ended March 31,
2006.  Operating income plus depreciation and amortization
associated with these five titles for the same period was an
estimated $29.6 million.

                      Asset Description

Muscle & Fitness, Flex, Muscle & Fitness Hers - An exceptional
group of health and fitness special interest titles written for
young men and women who are serious fitness enthusiasts.
Collectively, these three titles have a U.S. readership of over
8 million and are the acknowledged worldwide experts in resistance
training and nutrition for enthusiasts and athletes at all levels.
Muscle & Fitness has been published for over 60 years and was the
basis for the launch of Flex and Muscle & Fitness Hers,
respectively.

Country Weekly - Published for over 10 years, Country Weekly is
Country music's number one entertainment magazine with a total
readership of 3.3 million.  It features exclusive news and
information about Country music's biggest stars and benefits from
America's passion for Country music, the most dominant radio genre
in the U.S.

Mira! - The largest newsstand Hispanic magazine in the U.S.
featuring exclusive news and gossip about the hottest Latino
stars.  Distributed at supermarkets, mass merchandisers and
bodegas in the top 43 Hispanic markets, Mira! has a readership of
over 850,000.

Headquartered in Boca Raton, Florida, American Media Operations
Inc. is the United States' largest publisher of celebrity, health
and fitness, and Spanish language magazines.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 20, 2006,
Moody's Investors Service assigned a B1 rating to American Media
Operations, Inc.'s proposed $510 million senior secured credit
facilities and affirmed other low-B and junk ratings.

As reported in the Troubled Company Reporter on Jan. 19, 2006,
Standard & Poor's Ratings Services lowered the corporate credit
rating on American Media Operations Inc. to 'B-' from 'B', and the
subordinated debt rating to 'CCC' from 'CCC+'.  S&P affirmed the
'B' rating on the company's senior secured bank loan at that time.


ANVIL HOLDINGS: April 29 Balance Sheet Upside-Down By $128.7 Mil.
-----------------------------------------------------------------
Anvil Holdings, Inc., filed its first fiscal quarter financial
statements for the three months ended April 29, 2006, with the
Securities and Exchange Commission on June 13, 2006.

The Company reported a $6,021,000 net loss on $51,062,000 of net
revenues for the three months ended April 29, 2006.

At April 29, 2006, the Company's balance sheet showed $105,388,000
in total assets and $234,160,000 in total liabilities, resulting
in a $128,772,000 stockholders' deficit.

The Company's April 29 balance sheet also showed strained
liquidity with $77,236,000 in total current assets available to
pay $168,048,000 in total current liabilities coming due within
the next 12 months.

"We have now occupied and are producing fabric at our new textile
facility in Honduras," Anthony Corsano, president and chief
operating officer of Anvil Knitwear, Inc., stated.

"Progress continues to be made in accordance with our plan.  
Nicaragua continues to experience difficulties in the transition
of our cut and sew operations and although this operation is
improving, we believe that we will continue to incur additional
costs for the balance of the year".

Full-text copies of the Company's financial statements for the
three months ended April 29, 2006, are available for free at
http://ResearchArchives.com/t/s?b84

                        Going Concern Doubt

Deloitte & Touche LLP in New York raised substantial doubt about
Anvil Holdings, Inc.'s ability to continue as a going concern
after auditing the Company's consolidated financial statements for
the years ended Jan. 28, 2006, and Jan. 29, 2005.  The auditor
pointed to the Company's interest and debt obligations, recurring
losses and stockholders' deficiency.

Anvil Holdings, Inc., which operates primarily through its
subsidiary Anvil Knitwear, Inc., designs, manufactures and markets
high quality activewear for men, women and children, including
short and long sleeve T-shirts, sport shirts and niche products,
all in a variety of styles and fabrications.  These activewear
products are supplemented with caps, towels, robes and bags.  The
Company sells its products primarily to distributors, screen
printers and private label brand owners, principally in the United
States.  The Company's brands include the Anvil, Cotton Deluxe,
chromaZONE and TowelsPlus brand names and the Anvil logo

                           *     *     *

As reported in the Troubled Company Reporter on June 9, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
and unsecured debt ratings on Anvil Knitwear Inc. and parent Anvil
Holdings Inc. to 'CC' from 'CCC+'.  S&P said the outlook is  
negative.


ARCTIC GLACIER: Acquires Assets and Operations of Happy Ice
-----------------------------------------------------------
Arctic Glacier Income Fund (TSX: AG.UN) expanded its coverage of
the key upstate New York market with the acquisition of the assets
and operations of Happy Ice LLC of Fairport, New York.

Happy Ice operates a production plant in Fairport and four
distribution centers located in Albany, Buffalo, Corning and
Utica, New York.  The company is the leading provider of packaged
ice in upstate New York, serving major markets including Buffalo,
Rochester, Albany, Syracuse and portions of northeastern
Pennsylvania.

"With this acquisition we have solidified our position as the
leader in New York, one of our most important markets," said
Robert Nagy, President and CEO of Arctic Glacier Inc., the Fund's
operating company.  "This transaction also supports our strategy
of making geographically contiguous transactions, providing us
with seamless market coverage in Ontario, Quebec and the
Northeastern U.S. and permitting us to leverage synergies and
operational efficiencies."

The acquisition of Happy Ice is expected to increase Arctic
Glacier's annual revenues by $10 million to approximately
$250 million.  The acquisition will be funded partially from the
proceeds of Arctic Glacier's previously announced financing in May
2006, plus credit available under the Fund's bank credit facility.

"This acquisition provides us with attractive future growth
opportunities and we expect it will be accretive to distributable
cash in its first full year of operations," said Keith McMahon,
the Fund's Executive Vice President and CFO.  "By extending our
coverage to include the entire state, we expect to achieve
additional synergies from our new plant which was built last year
in Newburgh, New York."

Kerry Chamberlin, President of Happy Ice, has been in the packaged
ice industry since 1975.  The company and its predecessors have
been serving upstate New York since 1929.  Happy Ice is one of the
largest independent ice manufacturers in the Northeastern U.S.,
producing over 350 tons of packaged ice per day.

Headquartered in Winnipeg, Manitoba, Arctic Glacier Income Fund,
through its operating company, Arctic Glacier Inc., is a leading
producer, marketer and distributor of high-quality packaged ice in
North America under the brand name of Arctic Glacier(R) Premium
Ice.  Arctic Glacier operates 34 production plants and 47
distribution facilities across Canada and the central, midwest,
northeastern and west coast United States, servicing more than
65,000 retail accounts.

                          *     *     *

As reported in the Troubled Company Reporter on June 7, 2006,
Dominion Bond Rating confirmed the ratings of Arctic Glacier Inc.
and Arctic Glacier International Inc. including BB Stb Senior
Secured Notes rating and BB Stb Bank Credit Facilities rating.  
DBRS rated the Company's Extendible Convertible Unsecured
Subordinated Debentures at B (high) Stb.  In addition, DBRS
confirmed Arctic Glacier Income Fund's stability rating at STA-4.


ASARCO LLC: Ct. Amended Sale Order of Tennessee Mines to Glencore
-----------------------------------------------------------------
With the U.S. Bankruptcy Court for the Southern District of Texas
in Corpus Christi's consent, ASARCO LLC and Glencore Ltd. agree
that:

   (a) Glencore will assume the Assumed Contracts and fulfill the
       post-Closing obligations under those Assumed Contracts,
       and pay ASARCO $65,000,000 as total consideration for the
       Tennessee Mine Assets;

   (b) the Escrow agent will deliver the Good Faith Deposit,
       together with any interest earned, to ASARCO by wire
       transfer prior to the Closing and ASARCO will apply the
       Good Faith Deposit, together with any interest earned,
       against the Purchase Price;

   (c) Glencore will pay $30,000,000 to ASARCO as an additional
       deposit and pursuant to the Deposit Condition; and

   (d) at Closing, Glencore will wire transfer an amount equal to
       the cash portion of the Purchase Price less the Good Faith
       Deposit, the Additional Deposit and the Break-up Fee.

The Court rules that the sale of the Young Mine Property to
Glencore and all documents conveying title to the Young Mine
Property will be subject to the Young Mine Tailings and Access
Easement Agreement.

ASARCO selected Hunter Dickinson, Inc., through its intended
assignee Farallon Resources, Ltd., as the First Back-Up Bid for
the Tennessee Mines Assets.

Hunter Dickinson bid $57,500,000 for the Assets.  The Back-Up Bid
will remain open and binding until July 31, 2006.

The Court approves the selection of Hunter Dickinson as the First
Back-Up Bid, and approves the sale of the Assets to Hunter
Dickinson if Glencore Ltd. fails to perform.

                     Billy Tyler Files Appeal

Billy Tyler notifies the Bankruptcy Court that he will take an
interlocutory appeal from Judge Schmidt's order approving the
sale of ASARCO LLC's Tennessee Mines Division assets to Glencore
to the United States District Court for the Southern District of
Texas.

Mr. Tyler says that he was not notified of any sale of the
Tennessee Mines Assets nor was given any copy of the Sale Motion.

Mr. Tyler notifies the Court that he is asserting a claim against
ASARCO for contamination and lead poisoning he allegedly suffered
from the Superfund site in Omaha, Nebraska.

              ASARCO Seeks to Dismiss Tyler's Appeal

Nathaniel Peter Holzer, at Jordan, Hyden, Womble & Culbreth,
P.C., in Corpus Christi, Texas, asserts that Bill Tyler's Appeal
was untimely filed.

Mr. Holzer informs the Court that Mr. Tyler's Appeal was filed:

   (a) 21 days after the Bankruptcy Court approved the sale of
       ASARCO's Tennessee Mines Division Assets;

   (b) 16 days after Mr. Tyler appears to have been served with
       the Sale Order; and

   (c) 11 days after the Sale Order had become final and non-
       appealable.

Moreover, Mr. Tyler's Appeal asserts no basis except for the bare
assertion that he is a creditor of the ASARCO bankruptcy estate,
Mr. Holzer contends.

Mr. Holzer adds that the Court Clerk has stated that Mr. Tyler
did not pay the filing fee for his Appeal.

Accordingly, ASARCO asks the Court to dismiss Mr. Tyler's Appeal.

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

The Claro Group will be compensated solely and exclusively from
the proceeds of insurance settlement recoveries.

As reported in the Troubled Company Reporter on May 29, 2006, The
Claro Group will continue to:

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

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

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

    (d) defend the Asbestos Claims Analysis; and

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

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

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

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)


AVENTINE RENEWABLE: Launches Tender Offer for Floating Rate Notes
-----------------------------------------------------------------
Aventine Renewable Energy Holdings, Inc., commenced a cash tender
offer for all $160,000,000 aggregate principal amount of its
outstanding senior secured floating rate notes due 2011 (CUSIP
No.05356XAA4).

In connection with the Tender Offer, the Company is soliciting
consents from the holders of the Notes to proposed amendments to

   (i) the indenture governing the Notes that would eliminate
       substantially all of the restrictive covenants and certain
       events of default,

  (ii) the related security documents that would release all of
       the collateral securing the Notes and

(iii) the related registration rights agreement that would
       eliminate the Company's obligation to register the
       Notes and pay liquidated damages.

The consents must be received in respect of at least a majority in
principal amount of the Notes to approve the proposed amendments
to the indenture and the registration rights agreement and in
respect of at least two-thirds in principal amount of the Notes to
approve the proposed amendments to the security agreement.  
Holders cannot tender their Notes without consenting to the
proposed amendments and cannot consent without tendering their
Notes.

The Tender Offer and Consent Solicitation are being made pursuant
to an Offer to Purchase and Consent Solicitation Statement, dated
June 14, 2006, and related documents, which set forth the complete
terms and conditions of the Tender Offer and Consent Solicitation.
The Tender Offer and Consent Solicitation will expire at 8 a.m.,
New York City time, on July 13, 2006, unless extended or earlier
terminated by the Company.

Holders of Notes must tender and not withdraw their Notes at or
prior to 5 p.m., New York City time, on June 29, 2006 -- the
consent deadline -- unless extended, to be eligible to receive the
total consideration described below, which includes the consent
payment. Tendered Notes may not be withdrawn after the consent
deadline.

Holders that tender Notes at or prior to the consent deadline will
be eligible to receive the total consideration, which includes a
consent payment equal to $30 per $1,000 principal amount of Notes.  
Holders that tender Notes after the consent deadline will be
eligible to receive the total consideration minus the consent
payment.

The total consideration offered by the Company will be determined
based on a fixed-spread over the yield on a specified benchmark
U.S. Treasury security as set forth in the Tender Documents and
summarized:

The total consideration for each $1,000 principal amount of Notes
validly tendered and not withdrawn pursuant to the Tender Offer is
the price equal to

   (i) the sum of

       (a) the present value, determined in accordance with
           standard market practice, on the payment date for Notes
           purchased pursuant to the Tender Offer of $1,030 (the
           principal amount payable on Dec. 15, 2006, the date on
           which the Company may first redeem the Notes), plus

       (b) the present value of the interest that would be payable
           on, or accrue from, the most recent interest payment
           date until the First Call Date (assuming that the
           interest rate remains fixed at 11.32938% (the rate
           effective on June 15, 2006)), determined on the basis
           of a yield to the First Call Date equal to the sum of
           (x) the bid-side yield on the 2.875% United States
           Treasury Note due Nov. 30, 2006, as calculated by the
           Dealer Manager in accordance with standard market
           practice, based on the bid price for such reference
           security as of 2 p.m., New York City time, on the tenth
           business day immediately preceding the Expiration Time,
           plus (y) 50 basis points, minus

  (ii) accrued and unpaid interest from the most recent interest
       payment date to, but not including, the payment date.  

Holders whose Notes are accepted for payment in the Tender Offer
shall receive accrued and unpaid interest in respect of such
purchased Notes from the last interest payment date to, but not
including, the payment date for Notes purchased in the Tender
Offer.

The Company expects to use some of the net proceeds of its planned
initial public offering to fund the Tender Offer.  The Tender
Offer is subject to the conditions described in the Tender
Documents, including the receipt by the Company of the proceeds
from its planned initial public offering and receipt of the
required consents to the proposed amendments.

The Company has retained J.P. Morgan Securities Inc. to serve as
Dealer Manager for the Tender Offer and MacKenzie Partners, Inc.
to serve as Information Agent for the Tender Offer.  Questions
regarding the Tender Offer may be directed to:

     J.P. Morgan Securities Inc.
     Telephone (212) 270-7407

and requests for the Tender Documents may be directed to:

     MacKenzie Partners, Inc
     Telephone (212) 929-5500 or (800) 322-2885

In any jurisdiction where the laws require the Tender
Offer to be made by a licensed broker or dealer, the Tender Offer
will be deemed made on behalf of the Company by J.P. Morgan
Securities Inc. or one or more of the registered brokers or
dealers under the laws of such jurisdiction.

A written prospectus relating to the offering may be obtained,
when available, from:

     Lester Nelson
     Aventine Renewable Energy Holdings, Inc.
     1300 South 2nd Street
     Pekin, IL 61555

Headquartered in Pekin, Illinois, Aventine Renewable Energy, Inc.
-- http://www.aventinerei.com/-- supplies more than 500 million  
gallons of the nation's growing ethanol needs as a leading
producer and marketer of ethanol in the United States.  The
Company supplies much of the nation's ethanol needs through its
wholly owned plant in Pekin, Illinois, partially-owned Nebraska
Energy plant in Aurora, Nebraska, and business relationships and
marketing alliances.

Aventine Renewable Energy Holdings' 11.32938% Senior Secured
Floating Rate Notes due 2011 carry Moody's Investors Service's B3
rating and Standard & Poor's B- rating.


BALLY TOTAL: Will File Financials Before July 10 Waiver Deadline
----------------------------------------------------------------
The Board of Directors of Bally Total Fitness Holding Corporation
(NYSE: BFT) determined not to submit the Company's Stockholder
Rights Plan to a stockholder vote.  Accordingly, the Plan will
expire pursuant to its terms on July 15, 2006.

Additionally, the Company remains on track to file its 2005 10-K
report and quarterly report for the three months ended March 31,
2006, before the July 10 expiration of the waiver period obtained
from the Company's senior bank lenders and bondholders.

Separately, the Company confirmed that its strategic alternatives
process is proceeding.

                      About Bally Total

Bally Total Fitness -- http://www.ballyfitness.com/-- is the
largest and only U.S. commercial operator of fitness centers,
with approximately four million members and 390 facilities
located in 29 states, Mexico, Canada, Korea, China and the
Caribbean under the Bally Total Fitness(R), Crunch Fitness(SM),
Gorilla Sports(SM), Pinnacle Fitness(R), Bally Sports Clubs(R)
and Sports Clubs of Canada(R) brands.

                        *    *    *

As reported in the Troubled Company Reporter on March 17, 2006,
Standard & Poor's Ratings Services held its ratings on Bally
Total Fitness Holding Corp., including the 'CCC' corporate
credit rating, on CreditWatch with developing implications,
where they were placed on Dec. 2, 2005.  The CreditWatch update
followed Bally's announcement that it will not meet the
March 16, 2006, deadline for filing its annual report on SEC
Form 10-K for the year ending Dec. 31, 2005.


BANC OF AMERICA: Moody's Holds Low-B Ratings on $46.8 Mil. Certs.
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed the ratings of 10 classes of Banc of America Commercial
Mortgage Inc., Commercial Mortgage Pass-Through Certificates,
Series 2000-1:

   * Class A-1A, $55,297,395, Fixed, affirmed at Aaa
   * Class A-2A, $299,000,640, Fixed, affirmed at Aaa
   * Class A-2B, $12,528,643, Fixed, affirmed at Aaa
   * Class A-3B, $19,967,220, Fixed, affirmed at Aaa
   * Class X, Notional, affirmed at Aaa
   * Class B, $40,999,766, Fixed, affirmed at Aaa
   * Class C, $35,142,657, Fixed, upgraded to Aaa from Aa2
   * Class D, $11,714,219, WAC, upgraded to Aa1 from Aa3
   * Class E, $27,333,177, WAC, upgraded to A1 from A3
   * Class F, $11,714,219, WAC, upgraded to A3 from Baa1
   * Class G, $11,714,219, Fixed, upgraded to Baa2 from Baa3
   * Class H, $19,523,698, Fixed, affirmed at Ba2
   * Class K, $3,904,740, Fixed, affirmed at Ba3
   * Class L, $15,618,958, Fixed, affirmed at B2
   * Class M, $7,809,479, Fixed, affirmed at B3

As of the May 15, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 23.6%
to $588.9 million from $771.2 million at securitization.  The
Certificates are collateralized by 118 mortgage ranging in size
from less than 1.0% to 9.1% of the pool, with the top 10 loans
representing 39.6% of the pool.

Nineteen loans, representing 22.9% of the pool, have defeased and
are collateralized with U.S. Government securities.  The defeased
loans include three of the pool's top 10 loans -- Edwards Megaplex
Theater, Wellington Meadows Apartments and Golden Triangle Mall.

Five loans have been liquidated from the pool, resulting in an
aggregate realized loss of $3.2 million.  Two loans, representing
1.2% of the pool, are in special servicing.  Moody's estimates
losses of $1.6 million from the specially serviced loans.  
Fourteen loans, representing 12.3% of the pool, are on the master
servicer's watchlist.

Moody's was provided with year-end 2004 and partial or full year
2005 operating results for 91.1% and 71.0% of the performing
loans, respectively.  Moody's loan to value ratio is 76.1%,
compared to 77.4% at Moody's last full review in April 2005 and
compared to 85.1% at securitization.  The upgrade of Classes C, D,
E, F and G is due to increased subordination levels, a high
percentage of defeased loans and stable overall pool performance.

The top three loans represent 19.3% of the outstanding pool
balance.  The largest loan is the Innkeepers Portfolio Loan.  
The loan was originally secured by eight extended stay hotels
comprising 1,005 rooms.  Two of the hotels have defeased and the
loan is currently secured by six hotels totaling 825 rooms and a
portfolio of U.S. Government securities.  The properties are
flagged as Residence Inn and Summerfield Suites and are located in
Washington and California.  The portfolio's performance has
improved since Moody's last review.  Moody's LTV is 53.6%,
compared to 57.0% at last review.

The second largest loan is the Worth Avenue Retail Portfolio Loan,
which consists of two cross collateralized loans secured by two
retail properties located on Worth Avenue in Palm Beach, Florida.  
The two properties total 66,300 square feet and are 100.0%
occupied, the same as at last review and at securitization.  The
largest tenants include Gucci and Giorgio's.  Both properties were
damaged by Hurricane Wilma, which impacted their 2005 financial
performance.  Moody's LTV is 81.6%, compared to 80.6% at last
review.

The third largest loan is the SCI Portfolio - 411 N. Akard Loan,
which is secured by a 350,000 square foot office building located
in downtown Dallas, Texas.  The property is 100.0% occupied, the
same as at securitization.  Bank of America occupies 99.3% of the
building on a lease expiring in December 2009.  Moody's LTV is
82.5%, compared to 84.1% at last review.

The pool's collateral is a mix of retail, U.S. Government
securities, multifamily, lodging, office and mixed use, industrial
and self storage and healthcare.  The collateral properties are
located in 26 states.  The highest state concentrations are
California, Texas, Florida, New Jersey, and South Carolina.  All
of the loans are fixed rate.


BANCREDIT CAYMAN: GFN Objects to Discovery Authority Request
------------------------------------------------------------
GFN Corporation, Ltd., objected to the additional requests
included in Bancredit Cayman Limited's chapter 15 petition filed
with the U.S. Bankruptcy Court for the Southern District of New
York.

John K. Cunningham, Esq., at White & Case LLP, in Manhattan,
clarified that GFN does not object to recognition of Bancredit's
liquidation proceeding in the Cayman Islands as a foreign main
proceeding.  The application, however, includes requests by the
liquidators for substantial additional relief that are
objectionable because, if granted, they would provide the
liquidators with unfettered authority to act as a roving
commission to obtain yet unidentified information from yet
unidentified parties.  Mr. Cunningham argued that this relief is
inappropriate without first requiring the liquidators to
demonstrate to the Court what information is sought, why it might
be relevant to the administration of the Cayman Proceeding, and
against whom the information requests are directed, and to provide
notice to those parties.

According to Mr. Cunningham, the overly broad authority sought by
the liquidators is beyond what a trustee, a debtor-in-posssession,
or other party-in-interest could be granted in other cases under
the Bankruptcy Code.  

Headquartered in Grand Cayman, Cayman Islands, Bancredit Cayman
Ltd. is a banking institution.  Richard Fogerty & G. James Cleaver
of Kroll (Cayman) Ltd., Joint official liquidators for the Company
filed a chapter 15 petition on May 10, 2006 (Bankr. S.D.N.Y. Case
No. 06-11026) Timothy T. Brock, Esq., at Satterlee Stephens Burke
& Burke LLP represents the liquidators.  When the petitioners
filed for chapter 15 protection for the Company, it reported that
the Debtor holds assets amounting to $100 million and has
liabilities aggregating $215 million.


BEARD COMPANY: Cole & Reed Expresses Going Concern Doubt
--------------------------------------------------------
Cole & Reed P.C., in Oklahoma City, Oklahoma, raised substantial
doubt about The Beard Company's ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the company's recurring losses and negative cash flows from
operations during each of the last five years.

During the three years ended Dec. 31, 2005, the Company took
several steps which reduced its negative cash flow to some degree,
including:

   -- salary deferrals by its chairman and president and deferrals
      of directors' fees into its Deferred Stock Compensation
      Plans, and suspension of the Company's 100% matching
      contribution under its 401(k) Plan;

   -- six private debt placements that raised gross proceeds of
      $4,434,000 during the period and an additional $193,000 in
      the first quarter of 2006;

   -- a loan of $850,000 in the first half of 2005, borrowed from
      a related party to finance most of the cost of the
      fertilizer plant in China;

   -- a loan of $1,100,000 in the fourth quarter of 2005, borrowed
      from a pond owner to begin construction of the Pinnacle
      Project -- a coal plant for its coal fines recovery project
      in West Virginia; and

   -- a $350,000 long-term bank credit facility secured on March
      28, 2006.

In addition to the cash infusion from the Pinnacle Project, the
Company expects to generate cash of at least $50,000 from the
disposition of the remaining assets from two of its discontinued
segments, and can sell certain other assets to generate cash if
necessary.  In addition, the Company expects to receive funds
from the binding arbitration scheduled to be held at the end of
June 2006.

The Company believes that the cash infusion from their Pinnacle
Project, together with the funds from the new bank revolving
credit facility, will provide sufficient working capital to
sustain its activities until the operations of the Pinnacle
Project and the China fertilizer plant are generating positive
cash flow from operations.

The Company reported a $2,160,000 net loss on $1,379,000 of total
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $4,464,000 in
total assets and $10,439,000 in total liabilities, and a
stockholders' deficit of $5,983,000.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $820,000 in total current assets available to pay $3,268,000
in total current liabilities coming due within the next 12 months.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://researcharchives.com/t/s?b92

                         About Beard Company

Based in Oklahoma City, Oklahoma, The Beard Company --
http://www.beardco.com/home.htm-- focuses on fuel and chemical  
production.  It operates coal fines reclamation facilities in the
U.S., has produced carbon dioxide gas since the early 1980's, and
operates organic chemical compound fertilizer plants in China.  
The Company also operates its e-Commerce segment, which develops
business opportunities to leverage Starpay's(TM) intellectual
property portfolio of Internet payment methods and security
technologies.


BOYDS COLLECTION: Deloitte & Touche Issues Going Concern Doubt
--------------------------------------------------------------
The Boyds Collection, Ltd., filed with the Securities and Exchange
Commission on June 8, 2006, its financial statements for the:

   -- third quarter ended Sept. 30, 2005;
   -- year ended Dec. 31, 2005; and
   -- first quarter ended March 31, 2006.

The Company's Consolidated Statement of Operations showed:

                                For the period ended
                         -----------------------------------
                           Quarter         Year     Quarter
                           09/30/05      12/31/05   03/31/06
                         -----------   -----------  ---------
Net Sales                $26,528,000   $78,559,000   $14,036,000

Net Income (Loss)         $1,526,000 ($181,831,000)  ($4,454,000)

The company's Balance Sheet showed:

                                For the period ended
                        ----------------------------------------
                           Quarter       Year       Quarter
                           09/30/05    12/31/05     03/31/06
                        ------------   -----------   -----------
Current Assets           $33,339,000   $30,824,000   $27,753,000

Total Assets             $69,765,000   $63,010,000   $59,780,000

Current Liabilities     $103,077,000    $5,727,000    $6,108,000

Total Liabilities       $103,077,000  $100,907,000  $101,735,000

Total Stockholders'
Equity (Deficit)         $33,312,000   $37,897,000   $41,955,000


                        Going Concern Doubt

Auditors working for Deloitte & Touche LLP in Baltimore, Maryland,
raised substantial doubt about The Boyds Collection, Ltd.'s
ability to continue as a going concern after auditing the
Company's consolidated financial statements for the years ended
Dec. 31, 2005, and 2004.  The auditors pointed to the Company's
losses from operations and shareholders' deficit.

Full-text copies of The Boyds Collection, Ltd.'s financial
statements are available for free at:

   third quarter ended
   Sept. 30, 2005          http://ResearchArchives.com/t/s?b8f

   year ended
   Dec. 31, 2005           http://ResearchArchives.com/t/s?b90

   first quarter ended
   March 31, 2006          http://ResearchArchives.com/t/s?b91

                     About The Boyds Collection

Headquartered in McSherrystown, Pennsylvania, The Boyds
Collection, Ltd. -- http://www.boydsstuff.com/-- designs and
manufactures unique, whimsical and "Folksy with Attitude(SM)"
gifts and collectibles, known for their high quality and
affordable pricing.  The Company and its debtor-affiliates filed
for chapter 11 protection on Oct. 16, 2005 (Bankr. Md. Lead Case
No. 05-43793).  Matthew A. Cantor, Esq., at Kirkland & Ellis LLP
represents the Debtors in their restructuring efforts.  Houlihan
Lokey Howard & Zukin Capital, Inc. serves as the Debtor's
financial advisors.  The law firm Paul, Weiss, Rifkind, Wharton &
Garrison LLP, represents the Official Committee of Unsecured
Creditors.  FTI Consulting serves as the Committee's financial
advisors.  When Boyds filed for bankruptcy, it reported
$66.9 million in total assets and $101.7 million in total debts as
of June 30, 2005.  The Maryland Bankruptcy Court confirmed Boyds'
Plan of Reorganization on June 8, 2006.


CALIBRE ENERGY: Posts $673,612 Net Loss in 2006 First Quarter
-------------------------------------------------------------
Calibre Energy, Inc., delivered its quarterly report on Form
10-QSB for the first quarter ending March 31, 2006, to the
Securities and Exchange Commission.

The Company reported a $673,612 net loss on $39,342 of
revenues for the quarter ending March 31, 2006.  

At March 31, 2006, the Company's balance sheet showed $13,498,242
in total assets, $1,474,102 in total liabilities, and $12,024,140
in stockholders' equity.

Full-text copies of Calibre Energy's financial statements for the
first quarter ended March 31, 2006, are available for free at:

                http://ResearchArchives.com/t/s?b7d

                       Going Concern Doubt

Jones Simkins, P.C., in Logan, Utah, expressed substantial doubt
about Calibre Energy, Inc.'s ability to continue as a going
concern after auditing the Company's financial statements for the
year ended Dec. 31, 2005.  The auditing firm pointed to the
Company's losses since inception because its revenue generating
activities are not in place.

Calibre Energy, Inc., through Calibre Energy Delaware, acquires
and develops oil and gas properties.  Through a wholly owned
subsidiary, the Company successfully merged with CED on Jan. 27,
2006.


CALPINE CORP: Appoints Glen H. Hiner to Board of Directors
----------------------------------------------------------
Calpine Corporation (OTC Pink Sheets: CPNLQ) appoints Glen H.
Hiner to the company's Board of Directors.  Mr. Hiner will serve
as a member of Calpine's Compensation Committee and its Nominating
and Governance Committee.

"Glen Hiner is a proven business leader and is an outstanding
addition to Calpine's Board of Directors," said Calpine Chief
Executive Officer Robert P. May.  "Glen shares Calpine's
commitment to excellence and customer service and brings to our
company a wealth of industrial business experience.  The addition
of Glen's perspective and talent, both for restructuring and
growing major corporations, will strengthen our Board.  He will
help guide Calpine as we work to emerge from Chapter 11 as a
profitable, competitive power company."

Mr. Hiner, age 71, is the former Chairman and Chief Executive
Officer of Owens Corning.  Prior to his 11-year tenure at Owens
Corning, he enjoyed a 35-year career at General Electric, having
served in a variety of senior management positions, including
Senior Vice President and Group Executive for the GE Plastics
Group.  Mr. Hiner currently serves on the Board of Directors of
the Kohler Company and recently served as a member of the Board of
Directors for The Dana Corporation, Prudential Financial and The
Prudential Insurance Company of America.

A graduate of West Virginia University, Mr. Hiner holds a Bachelor
of Science degree in electrical engineering and received an
Honorary Doctorate in Science from WVU.  In 2002, he joined the
Business School of WVU, where he instructed a graduate course in
business ethics.  Mr. Hiner also received an Honorary Doctorate in
Human Letters from Trinity College, and was bestowed the Society
of Plastics Industry's highest honor: the Dan Fox Lifetime
Achievement Award.

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


CARLYLE HOLDINGS: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Carlyle Holdings, LLC
        dba Broadway Place Apartments
        1500 Coastal Lane, Suite 116
        Myrtle Beach, South Carolina 29577

Bankruptcy Case No.: 06-02516

Chapter 11 Petition Date: June 15, 2006

Court: District of South Carolina (Columbia)

Debtor's Counsel: Michael M. Beal, Esq.
                  McNair Law Firm, P.A.
                  Bank of America Tower
                  1301 Gervais Street, 17th Floor
                  Columbia, South Carolina 29201
                  Tel: (803) 799-9800
                  Fax: (803) 376-2277

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Miller Player                    Engineering               $8,500
1010 East North Street           Services
Suite A
Greenville, SC 29601

City of Myrtle Beach             Water Bill                $1,820
P.O. Box 2468
Myrtle Beach, SC 29578

Carolina Cooling and             Air Conditioning          $1,459
Plumbing Inc.                    Repairs
1294 Surfside Industrial Park
Myrtle Beach, SC 29575

Sun News                         Advertising               $1,340

Time Warner Cable                Cable TV Services         $1,139

General Landscape                Landscaping Services        $850

Sherwin Williams                 Goods                       $728

Waste Management                 Waste Removal               $388

Citibank USA                     Credit Card                 $339

Ronnie's Pest Control            Pest Control Services       $150

MCI                              Long Distance Calls         $121

Verizon                          Telephone Services          $108


CATHOLIC CHURCH: T.A.L. Wants Sexual Abuse Claim Paid in Portland
-----------------------------------------------------------------
T.A.L., 56, asks the U.S. Bankruptcy Court for the District of
Oregon, for:

   (a) $2,000,000 in estimated non-economic damages, the actual
       amount to be determined at trial;

   (b) $300,000 in estimated economic damages, the actual amount
       to be determined at trial;

   (c) exemplary damages in an amount to be determined at trial;
       and

   (d) payment of his costs and disbursements.

T.A.L. also asks Judge Perris for a jury trial.

T.A.L. accuses the Archdiocese of Portland in Oregon and its
predecessor entities, and St. Mary's Home for Boys of:

   (1) sexual battery of a child; and
   (2) negligence and breach of fiduciary duty.

Erin K. Olson, Esq., in Portland, Oregon, relates that T.A.L., the
holder of Claim No. 872, was made a ward of the court in 1962 at
the age of 12.  T.A.L. was sent to St. Mary's where he resided
until 1965.

St. Mary's was an orphanage, school, and residential care facility
in Beaverton, Oregon, overseen, staffed, and operated by the
Archdiocese.  

Ms. Olson alleges that Fr. John Maloy Goodrich, who was employed
by the Archdiocese and was assigned at St. Mary's, sexually abused
T.A.L. when he was a minor.  Fr. Goodrich, while acting within the
course and scope of his employment, used the power, authority, and
trust of his position to engage in sexual acts with T.A.L.

As a result of the sexual abuse, according to Ms. Olson, T.A.L.
suffered and will continue to suffer physical and emotional pain
and dysfunction, shame, embarrassment, shock, anxiety, avoidance,
difficulty with concentration, depression, diminished self-esteem
and sense of security, among others.

T.D.H. did not discover, nor in the exercise of reasonable care
should he have discovered, the causal relationship between his
injuries and Fr. Goodrich's sexual assault until within three
years before the filing of the complaint, Ms. Olson tells the
Court.

Ms. Olson contends that the Archdiocese and St. Mary's were
negligent:

   a. in allowing Fr. Goodrich to perform the duties of a priest
      at St. Mary's without properly investigating his
      propensity to engage in sexual conduct with minors;

   b. in following written policies then in effect to ensure
      T.A.L. was not harmed;

   c. in facilitating Fr. Goodrich's access to T.A.L. without
      adequate supervision;

   d. in monitoring and supervising Fr. Goodrich to ensure his
      pastoral, educational and social interaction with minors,
      including T.A.L, was not compromised by inappropriate
      behavior; and

   e. by ignoring information that Fr. Goodrich engaged in sexual
      activity with minor boys, and by subsequently concealing
      the information.

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


CATHOLIC CHURCH: Portland Trims Budget & Jobs Due to Bankr. Costs
-----------------------------------------------------------------
The Archdiocese of Portland announced Pastoral Center budget and
staff cuts totaling $1.9 million.  The cuts are necessary due to
the costs of the continuing bankruptcy proceedings and in planning
for the debt service for paying claims for child sexual abuse.  
The present cuts are in addition to the $2.0 million cuts to
budgets and staff announced in April 2003.

The staff cuts equaled 14.25 full time equivalent positions.  Some
employees were notified that their positions were eliminated, some
will reduce the number of days they work, and others were
transferred to other duties.  The staff cuts are in addition to 20
positions cut in 2003.  Father Dennis O'Donovan, Vicar General,
said that outplacement assistance will be provided to those losing
their jobs.

The personnel cuts include professional, ministerial and support
staff positions.  Reductions will affect programs and services to
Catholic schools, in religious education, youth ministry, liturgy,
financial services, marriage tribunal, and the Oregon Catholic
Conference.  Many ministerial, administrative and support program
budgets were also reduced.

Archbishop John G. Vlazny announced the need for the budget cuts
in a letter to parishioners dated April 21, 2006.  He wrote, "I am
concerned about the effect of these cuts, not only on those whose
jobs will be affected, but also on all those who depend on
services and programs that may no longer be available."  When
meeting with the Pastoral Center staff, the Archbishop stated that
he and his cabinet had consulted widely before deciding what cuts
to make, including with priests on the Presbyteral Council.  
Archbishop Vlazny thanked the Pastoral Center staff for assisting
him in his ministry to the Archdiocese.  He noted that the staff
and budget cuts would require even more teamwork on the part of
those remaining.

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


CEEBRAID ACQUISITION: Court Dismisses Chapter 11 Case
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
West Palm Beach Division, entered an Order Dismissing the Ceebraid
Acquisition Corporation Bankruptcy Case.

On Feb. 10, 2006, Ceebraid Acquisition Corporation filed Chapter
11 Bankruptcy Protection to preserve its rights in a purchase
agreement for the landmark Holiday Isle Resort in Islamorada,
Florida.  In accordance with the terms of the filing, Ceebraid
Acquisition Corporation met its obligations, allowing CSC Holiday
Land Limited Partnership to close the Holiday Isle purchase a week
prior to an April 28, 2006 deadline.  Due to Ceebraid Acquisition
Corporation's remaining assets and access to capital, on June 9,
2006, the Court granted the Corporation's motion to dismiss the
case and entered the order Wednesday, June 14, 2006.

"We are pleased to have this litigation behind us and commend our
team who completed the proceedings in less than 60 days," states
Adam Schlesinger, an officer of Ceebraid Acquisition Corporation
and president of Ceebraid Signal Corporation.  Schlesinger
continues, "We appreciate the on-going support of investment
partners, the lending and financial communities and are excited to
proceed with plans to revitalize a much loved Florida Keys
institution."

Based West Palm Beach, Florida, Ceebraid Acquisition Corporation
specializes in recreating residential areas into boutique luxury
communities.  The Company is an affiliate of Ceebraid Signal
Corporation -- http://ceebraidsignal.com/-- a leading real estate  
development and management company with offices in West Palm
Beach, Florida, Stamford, Connecticut and Freeport, New York.  The
Company filed for chapter 11 protection on Feb. 10, 2006 (Bankr.
S.D. Fla. Case No. 06-10417).  Luis Salazar, Esq., at Greenberg
Traurig, in Miami, Florida, represents the Debtor.  When the
Debtor filed for protection against its creditors, it estimated
assets and debts between $1 million and $10 million.


CHARLES DYER: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Charles G. Dyer
        27 Smith Point Road
        Manchester, Massachusetts 01944

Bankruptcy Case No.: 06-11853

Chapter 11 Petition Date: June 15, 2006

Court: District of Massachusetts (Boston)

Debtor's Counsel: Jennifer L. Hertz, Esq.
                  Duane Morris LLP
                  470 Atlantic Avenue, Suite 500
                  Boston, Massachusetts 02210
                  Tel: (617) 289-9200
                  Fax: (617) 289-9201

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.


CHICAGO HUDSON: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Chicago Hudson, LLC, delivered to the U.S. Bankruptcy Court for
the Northern District of Illinois its schedules of assets and
liabilities, disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property               $12,300,000
  B. Personal Property           
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                 $11,961,644
  E. Creditors Holding
     Unsecured Priority Claims                          $55,493
  F. Creditors Holding                               $3,017,202
     Unsecured Nonpriority
     Claims
                                 -----------        -----------
     Total                       $12,300,000        $15,034,339

Headquartered in Chicago, Illinois, Chicago Hudson, LLC, filed for
chapter 11 protection on May 16, 2006 (Bankr. N.D. Ill. Case No.
06-05596).  Richard S. Lauter, Esq., at Levenfeld Pearlstein, LLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


CHRISTIAN FELLOWSHIP: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Christian Fellowship Center Ministries, Inc.
        dba Christian Fellowship Center
        dba Christian Fellowship Center, Inc.
        14713 Lakeshore Boulevard
        Cleveland, Ohio 44110-1243

Bankruptcy Case No.: 06-12474

Type of Business: The Debtor is a religious organization.

Chapter 11 Petition Date: June 16, 2006

Court: Northern District of Ohio (Cleveland)

Judge: Pat E. Morgenstern-Clarren

Debtor's Counsel: Kenneth J. Freeman, Esq.
                  Kenneth J. Freeman Co., LPA
                  515 Leader Building
                  526 Superior Avenue
                  Cleveland, Ohio 44114-1903
                  Tel: (216) 771-9980
                  Fax: (216) 771-9978

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
American Church Builders         Real Estate           $425,989
1907 Leonard Avenue
Columbus, OH 43219

Marini & Associates, CPA         Accounting Services    $29,148
191 Woodport Road
Sparta, NJ 07871

Paley Plumbing & Heating, Inc.   Real Estate            $28,000
23524 Miles Road
Cleveland, OH 44128

FirstMerit Bank N.A.             Credit Card             $7,427

Holiday Inn                      Hospitality Services    $4,448

Earth Scape Landscape, Inc.      Landscaping Services    $2,047

12th Street Florist              Flower Purchases        $1,358

KeyBank National Association     Overdrawn Checking      $1,174
                                 Account

Richard D. Eisenberg, Esq.       Legal Services          $1,085

ACS Technologies                 Purchases               $1,073

Church and Ministry              Miscellaneous           $1,049
Consultants                      Services

Kegler, Brown, Hill & Ritter     Legal Services            $692

Kingdom Tapes                    Miscellaneous             $644
                                 Services

Bratenahl Recreation             Recreational              $603
                                 Center Fees

Cleveland Public Power           Utility Service           $562

Ben-Beyth Anowth Ministries      Miscellaneous             $350
                                 Services

Oriental Trading                 Miscellaneous             $278
                                 Purchases

Tire Kingdom Car Care Cards      Credit Card               $233

Beachland Printing               Printing Services         $207

Erie-Vu Maintenance, Inc.        Miscellaneous             $198
                                 Services


COIN BUILDERS: Objects to Panels Request for Chapter 7 Conversion
-----------------------------------------------------------------
Coin Builders, LLC, wants the U.S. Bankruptcy Court for the
Western District of Wisconsin to deny the Official Committee of
Unsecured Creditors' call for the conversion of its Chapter 11
case into a Chapter 7 liquidation proceeding.

As reported in the Troubled Company Reporter on May 23, 2006, the
Committee asked for the Debtor's liquidation due to continuing
losses and the diminution of the Debtor's estate.  The Committee
also pointed to the Debtor's alleged failure to file a
reorganization plan and the uncertain prospect for the
rehabilitation of its business.

The Debtor discounts the Committee's claims.  George B. Goyke,
Esq., at Goyke, Tillisch & Higgins LLP, tells the Court that there
is no continuing loss or diminution to the estate.  He also
challenges the Committee's claim regarding the absence of a
reasonable likelihood for the Debtor's recovery.  In addition,
Mr. Goyke says that the Debtor anticipates confirming a plan of
reorganization within a reasonable period of time.

                         About Coin Builders

Headquartered in Wisconsin Rapids, Wisconsin, Coin Builders, LLC
-- http://www.coinbuilders.net/-- has four subsidiaries that  
operate in the merchandising, wholesale, restaurant, and aviation
sectors.  The Debtor filed for chapter 11 protection on September
26, 2005 (Bankr. W.D. Wis. Case No. 05-18109).  George B. Goyke,
Esq., at Goyke, Tillisch & Higgins LLP represents the Debtor in
its restructuring efforts.  Claire Ann Resop, Esq., at Brennan,
Steil & Basting, S.C., represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets between $1 million to
$10 million and debts between $10 million to $50 million.


COIN BUILDERS: U.S. Trustee Opposes Disclosure Statement Approval
-----------------------------------------------------------------
William T. Neary, the U.S. Trustee for Region 6, objects to the
approval of the Disclosure Statement explaining Coin Builders,
LLC's Plan of Reorganization on these grounds:

     a) the Debtor's Plan offers to pay unsecured creditors "50%
        of the net profit after tax" but the Disclosure Statement
        does not explain how net profit will be calculated;
     
     b) the Disclosure Statement does not specify whether any
        recovery on Debtor's claims will be included in Debtor's
        income for purposes of calculating Debtor's net profit;

     c) the Disclosure Statement does not include any provision
        for reporting the Debtor's calculation of its net profit
        after confirmation;
    
     d) the Plan limits compensation to Joseph Kreeger, the
        Debtor's managing member, at $225,000 per year but the
        Disclosure Statement does not address insider
        compensation, and does not explain why Mr. Kreeger's
        compensation is reasonable or necessary; and

     e) the Disclosure Statement does not address the bankruptcy
        estate's potential right to recover some of the
        substantial payments made by Debtor to Joseph Kreeger and
        his son, Michael Kreeger, shortly before this case was
        filed.

As reported in the Troubled Company Reporter on May 23, 2006, the
Debtors filed a chapter 11 Plan of Reorganization and a Disclosure
Statement explaining that plan on May 16, 2006.  The Debtor's plan
filing came a few days after its Official Committee of Unsecured
Creditors sought for conversion of the case to a chapter 7
liquidation proceeding.

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

    http://www.ResearchArchives.com/bin/download?id=060522040837

                        About Coin Builders

Headquartered in Wisconsin Rapids, Wisconsin, Coin Builders, LLC
-- http://www.coinbuilders.net/-- has four subsidiaries that  
operate in the merchandising, wholesale, restaurant, and aviation
sectors.  The Debtor filed for chapter 11 protection on September
26, 2005 (Bankr. W.D. Wis. Case No. 05-18109).  George B. Goyke,
Esq., at Goyke, Tillisch & Higgins LLP represents the Debtor in
its restructuring efforts.  Claire Ann Resop, Esq., at Brennan,
Steil & Basting, S.C., represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets between $1 million to
$10 million and debts between $10 million to $50 million.


CONSTELLATION BRANDS: Completes C$1.227 Billion Vincor Acquisition
------------------------------------------------------------------
Constellation Brands, Inc., disclosed that it has, through a
wholly owned subsidiary, completed its acquisition of all of the
issued and outstanding common shares of Vincor International Inc.
for C$1.227 billion.

Constellation acquired all of the issued and outstanding common
shares of Vincor at a cash price of C$36.50 per common share.  At
closing, Vincor's net debt was C$344 million.  Vincor's net debt
included amounts associated with payments of certain transaction
related fees and payments in respect of Vincor stock options,
restricted share units, deferred share units and director share
units.  

The total transaction value was C$1.58 billion, which included
equity, Vincor net debt and Constellation's estimated direct
acquisition costs of approximately C$13 million.  Vincor and
Constellation has received Canadian court approval to finalize the
transaction, which followed Vincor shareholders' overwhelming
approval of the transaction on June 1.

"This is a very special day for Constellation as we welcome Vincor
as part of our international family of vibrant beverage alcohol
brands, markets and employees, with a common vision for creating
value by growing our business," said Richard Sands, Constellation
Brands chairman and chief executive officer.  "As we have stated
publicly on numerous previous occasions since our April 3
announcement, this is a natural fit, which is mutually beneficial
to the combined geographic footprint and brand portfolio, and one
that results in a world-class, all-star team of entrepreneurial
people who are capable of delivering continued growth momentum in
the future.  Over the next few weeks we will finalize our
consolidation plan, which will incorporate the best practices from
both organizations.  Today represents another milestone in
Constellation's growth."

In Canada, the company will continue to operate as Vincor Canada,
which is a separate operating company of Constellation's worldwide
wine business.  The Vincor acquisition gives Constellation the
number one wine position in Canada, which becomes the fifth core
market, and strengthens the company's positions in the other four,
which are the United States, Europe, Australia and New Zealand.
Constellation now has approximately 10,000 employees,
approximately 250 brands and, as the world's leading winemaker,
produces approximately 110 million 9-liter cases of branded wine
annually, the equivalent of approximately 1.3 billion 750ml
bottles.

In connection with the acquisition, Constellation also closed on
its new $3.5 billion credit facility, which replaced the company's
previous $2.9 billion credit facility.  The new credit facility
consists of:

    * a $1.2 billion term A portion,
    * a $1.8 billion term B portion and
    * a $500 million revolving line of credit,

with current margins ranging from 125 to 150 basis points above
Libor.  Upon closing, Constellation had approximately $3.2 billion
outstanding under its new credit facility after settlement of
substantially all of Vincor's debt.

Constellation had previously entered into a foreign currency
forward contract in connection with the acquisition of Vincor to
fix the U.S. dollar cost of the acquisition and the payment of
certain outstanding indebtedness.  The company expects to record a
gain of approximately $55 million on the foreign currency forward
contract.

                    About Constellation Brands

Constellation Brands, Inc., (NYSE: STZ) -- http://www.cbrands.com/
-- is a leading international producer and marketer of beverage
alcohol brands with a broad portfolio across the wine, spirits and
imported beer categories.  Well-known brands in Constellation's
portfolio include: Corona Extra, Corona Light, Pacifico, Modelo
Especial, Negra Modelo, St. Pauli Girl, Tsingtao, Black Velvet,
Fleischmann's, Mr. Boston, Paul Masson Grande Amber Brandy, Chi-
Chi's, 99 Schnapps, Ridgemont Reserve 1792, Effen Vodka, Stowells,
Blackthorn, Almaden, Arbor Mist, Vendange, Woodbridge by Robert
Mondavi, Hardys, Nobilo, Alice White, Ruffino, Robert Mondavi
Private Selection, Blackstone, Ravenswood, Estancia, Franciscan
Oakville Estate, Simi and Robert Mondavi Winery brands.


CONSTELLATION BRANDS: Moody's Rates New $3.5 Billion Loan at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Constellation
Brands, Inc.'s new $3.5 billion secured credit facility, which
replaced its $2.9 billion secured credit facility.  The $1.3
billion incremental add-on facility, which was proposed at the
time of the Vincor International Inc. acquisition announcement,
was never executed and the rating has been withdrawn.
Constellation's existing ratings are not affected by these
actions, and have been affirmed.  The ratings outlook remains
negative.

Proceeds from the new credit facilities were used to finance the
acquisition of Vincor, to repay and make-whole pre-existing Vincor
debt, and to pay related expenses.

Moody's previous rating action on Constellation was the April 21,
2006 ratings affirmation following the announcement that
Constellation will acquire Vincor for approximately $1.3 billion
including the assumption of $220 million of Vincor net debt.

Constellation's ratings remain constrained by its aggressive
acquisition strategy, which gives rise to considerable integration
and event risk and high pro forma financial leverage.  Offsetting
these risks are Constellation's scale and market diversification,
its broad portfolio of brands covering the wine, spirits and
imported beer categories at all price points, franchise strength
and growth potential, and solid profitability and efficiency.  The
ratings also consider the company's demonstrated ability to
quickly integrate acquisitions, repay debt and restore credit
metrics.

The negative ratings outlook continues to reflect Moody's concern
about Constellation's aggressive acquisition strategy, integration
risk, and the resulting pressures on its financial and business
profile.  Any meaningful negative variance from current financial
or strategic expectations could result in a downgrade of the
ratings.  Upward rating movement -- absent an exogenous event --
is unlikely at this time.  Stabilization of the outlook could
result over time from evidence that the company has successfully
integrated Vincor, sufficiently paid down debt and is committed to
sustained levels of improved credit metrics.

Ratings assigned:

   * Ba2 for the $3.5 billion secured bank credit facilities
     consisting of a $1.2 billion Term Loan A due June 2011, a
     $1.8 billion Term Loan B due June 2013, and a $500 million
     revolving credit facility due June 2011.

Ratings Withdrawn:

   * Ba2 for the $2.9 billion senior secured credit facility,
     consisting of a $500 million revolver, $600 million tranche
     A term loans and $1.8 billion tranche B term loans.

   * Ba2 for the proposed $1.3 billion incremental senior secured
     term loans, consisting of a $400 million tranche A2 term
     loan, maturing in 2010, and a $900 million tranche C term
     loan, maturing in 2013. This add-on facility was never
     executed.

Ratings affirmed:

   * $200 million 8.625% senior unsecured notes, due 2006, Ba2
   * $200 million 8% senior unsecured notes, due 2008, Ba2
   * GBP 80 million 8.5% senior unsecured notes, due 2009, Ba2
   * GBP 75 million 8.5% senior unsecured notes, due 2009, Ba2
   * $250 million 8.125% senior subordinated notes, due 2012, Ba3
   * Ba2 Corporate Family Rating
   * The SGL-2 Speculative Grade Liquidity rating

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

Headquartered in Fairport, New York, Constellation Brands, Inc. is
a leading international producer and marketer of beverage alcohol
brands with a broad portfolio across the wine, spirits, and
imported beer categories.  For the fiscal year ended February 28,
2006, consolidated net revenue was approximately $4.6 billion.  
Vincor International Inc. is one of the world's top ten wine
companies with revenue for the twelve months ended December 31,
2005 exceeding C$724 million.


CREDIT SUISSE: Moody's Affirms Low-B Ratings on $31.7 Mil. Certs.
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed the ratings of 17 classes of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2003-C4:

   * Class A-1, $29,342,306, Fixed, affirmed at Aaa
   * Class A-1A, $314,295,666, WAC Cap, affirmed at Aaa
   * Class A-2, $118,226,000, Fixed, affirmed at Aaa
   * Class A-3, $89,652,000, Fixed, affirmed at Aaa
   * Class A-4, $508,497,000, WAC Cap, affirmed at Aaa
   * Class A-X, Notional, affirmed at Aaa
   * Class A-SP, Notional, affirmed at Aaa
   * Class B, $36,765,000, WAC Cap, upgraded to Aa1 from Aa2
   * Class C, $16,711,000, WAC Cap, upgraded to Aa2 from Aa3
   * Class D, $33,422,000, WAC Cap, affirmed at A2
   * Class E, $16,711,000, WAC Cap, affirmed at A3
   * Class F, $21,724,000, WAC, affirmed at Baa1
   * Class G, $15,040,000, WAC, affirmed at Baa2
   * Class H, $16,711,000, WAC, affirmed at Baa3
   * Class J, $15,040,000, WAC Cap, affirmed at Ba1
   * Class K, $8,355,000, WAC Cap, affirmed at Ba2
   * Class L, $6,685,000, WAC Cap, affirmed at Ba3
   * Class O, $1,671,000, WAC Cap, affirmed at B3
   * Class MM, $2,353,848, Fixed, affirmed at Baa2

As of the May 17, 2006 distribution date, the transaction's
aggregate balance has decreased by approximately 3.8% to
$1.29 billion from $1.34 billion at securitization.  The
Certificates are collateralized by 170 mortgage loans ranging from
less than 1.0% to 5.9% of the pool, with the top 10 loans
representing 36.0% of the pool.  The pool includes a shadow rated
component, representing 13.1% of the pool.  Nine loans,
representing approximately 6.3% of the pool, have defeased and are
collateralized by U.S. Government securities.

One loan has been liquidated from the trust, resulting in a
realized loss of approximately $1.2 million.  Currently there are
no loans in special servicing.  Thirty loans, representing 11.7%
of the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2005 operating results for
96.4% of the pool.  Moody's weighted average conduit loan-to-value
ratio is 86.9%, compared to 90.1% at securitization.  The upgrade
of Classes B and C is primarily due to stable overall pool
performance and increased credit support.

The shadow rated component consists of three loans.  The first
shadow rated loan is the Circle Center Mall Loan, which is secured
by an 800,000 square foot regional mall located in downtown
Indianapolis, Indiana.  The mall is anchored by Nordstrom and
Parisian.  The in-line space is 82.2% occupied, compared to 93.1%
at securitization.  The loan has amortized by approximately 4.0%
since securitization, which has offset the decline in revenues due
to lower occupancy.  The loan sponsor is Simon Property Group.  
Moody's current shadow rating is A2, the same as at
securitization.

The second shadow rated loan is the Mayfair Mall Loan, which
represents a pari-passu interest in a senior note secured by a 1.3
million square foot mixed-use property that consists of a regional
mall and an office building.  The property is located
approximately seven miles northwest of Milwaukee in Wauwatosa,
Wisconsin and is anchored by Marshall Field's and the Boston
Store.

The property's performance has been stable since securitization.
The in-line retail space and the office building are 95.0% and
86.0% occupied respectively, essentially the same as at
securitization.  The loan sponsor is General Growth Properties.  
The current balance of the senior note is $169.5 million.  The
property is also encumbered by an $18.8 million B Note.  A portion
of the B Note, $2.4 million, is included in the trust and is the
security for non-pooled Class MM.  Moody's current shadow ratings
of the senior loan and B Note are A3 and Baa2 respectively, the
same as at securitization.

The third shadow rated loan is the 540 Madison Avenue Loan which
is secured by the fee interest in a 281,000 square foot office
building located in the Plaza District office submarket of New
York City.  The property is 100.0% occupied, compared to 96.0% at
securitization.  The property is subject to a ground lease and
ground lease payments are set at 1.1x the debt service on the
loan.  The loan is interest only for the first five years of the
10-year term.  Moody's current shadow rating is Baa1, the same as
at securitization.

The three largest conduit loans represent 14.4% of the outstanding
pool balance.  The largest conduit loan is the Wanamaker Building
Loan, which is secured by a 974,000 square foot office building
located in downtown Philadelphia, Pennsylvania.  The building was
originally built in 1904 as a department store and was converted
to office use in the 1990s.  The largest tenants are Children's
Hospital of Philadelphia and GSA-Army Corps of Engineers.

The property is 80.0% occupied, compared to 96.0% at
securitization.  The decline in occupancy is due to American
Business Financial Services, Inc., the property's largest tenant
at securitization, filing for bankruptcy protection and vacating
the building in 2005.  The loan sponsor is IPC US Income REIT, a
Canadian REIT that invests in U.S. real estate.  Moody's LTV is
80.1%, compared to 77.1% at securitization.

The second largest conduit loan is the Jefferson Point Shopping
Center Loan, which is secured by a 543,000 square foot retail
center located in Fort Wayne, Indiana.  The center is shadow
anchored by a Von Maur Department Store.  The property is 94.0%
occupied, compared to 84.0% at securitization.  Major tenants
include Raven Motion Pictures and Bed Bath & Beyond.  Moody's LTV
is 91.5%, compared to 98.2% at securitization.

The third largest conduit loan is the Mira Mesa Market Center
Loan, which consists of two cross collateralized loans secured by
two adjacent retail centers totaling 464,000 square feet.  The
centers are anchored by Home Depot and Edwards Cinema.  The two
properties are 100.0% occupied, compared to 98.4% at
securitization.  Moody's LTV is 86.3%, compared to 88.7% at
securitization.

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


DAUPHIN TECH: Porter Keadle Moore Expresses Going Concern Doubt
---------------------------------------------------------------
Porter Keadle Moore, LLP, in Atlanta, Georgia, raised substantial
doubt about Dauphin Technology, Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's recurring losses, stockholders' deficit, and
negative cash flows from operations.  The Company has discontinued
substantially all of its operations.

The Company's continuation as a going concern is dependent on
attaining profitable operations, restructuring its debt
obligations, and obtaining additional outside financing.  The
Company has funded losses from operations in the current year
primarily from the issuance of debt and the issuance of the
Company's restricted common stock services and the sale of
preferred stock in private placement transactions, and will
require additional funding from these sources to sustain its
future operations.  The Company anticipates that the issuance of
debt and the sale of the Company's restricted preferred stock will
continue to fund operating losses in the short-term.

The Company reported a $1,408,534 net loss on zero revenues for
the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $78,381 in
total assets and $5,793,573 in total liabilities, resulting in a
$5,715,192 stockholders' deficit.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://researcharchives.com/t/s?b94

                     About Dauphin Technology

Based in Schaumburg, Illinois, Dauphin Technology, Inc. and its
subsidiaries designed and marketed mobile hand-held, pen-based
computers and set-top boxes. The Company also provided private,
interactive cable systems to the extended stay hospitality
industry. One of the Company's subsidiaries also performed design
services, specializing in hardware and software development, to
customers in the communications, computer, video and automotive
industries.  However, the Company was unsuccessful in its
operations and terminated its operations in December 2003.

In 1993 and 1994, the Company encountered severe financial
problems, and resorted to filing for Chapter 11 protection on
January 3, 1995 (Bankr. N.D. Ill. Case No. 95-00074).  The Company
emerged from bankruptcy on July 23, 1996.


DELPHI CORP: Agrees to Incentives Agreement with GM and Union
-------------------------------------------------------------
Delphi Corp. reached agreement with the International Union of
Electronic, Electrical, Salaried, Machine and Furniture Workers-
Communications Workers of America and General Motors Corp. on a
special hourly attrition plan, similar to a plan agreed to with
the United Auto Workers, which includes incentivized and early
retirements along with pre-retirement opportunities and certain
buy-outs for eligible employees.

GM has agreed to provide financial support under the proposed
plan.  The plan enables a more rapid transformation to a reduced
labor cost structure across Delphi's U.S. manufacturing
operations.  The plan, which is subject to bankruptcy court
approval, provides financial incentives for certain types of
retirements and permits the transition of up to 3,200 IUE-CWA
represented Delphi employees to GM for retirement purposes.  
Delphi will seek expedited court approval and will continue to
focus on reaching a comprehensive consensual agreement on all
issues.

"We continue to be focused on the transformation of Delphi and
this attrition plan provides a stronger framework to position our
successful emergence from Chapter 11," Delphi President and Chief
Operating Officer Rodney O'Neal, said.  "This plan further enables
an effective transformation of our U.S. manufacturing and support
operations."

Approximately 8,000 hourly IUE-CWA-represented employees are
eligible to participate in the program.  Certain eligible U.S.
hourly employees may be offered a lump sum payment of $35,000 to
retire.  Eligible employees under the program may elect buyout
packages ranging from $40,000 to $140,000.

Under the proposed program, GM has agreed to assume the financial
obligations related to the lump sum payments to be made to
eligible Delphi U.S. hourly employees accepting normal or
voluntary retirement incentives.  Additionally, GM will fund
certain post-retirement employee benefit obligations related to
Delphi employees who transition to GM under the plan for purposes
of retirement as well as half of employee buyout costs.

                      About General Motors

General Motors Corp. -- http://www.gm.com/-- the world's largest      
automaker, has been the global industry sales leader for 75 years.
Founded in 1908, GM today employs about 327,000 people around the
world.  With global headquarters in Detroit, GM manufactures its
cars and trucks in 33 countries including Mexico.  In 2005, 9.17
million GM cars and trucks were sold globally under the following
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden,
HUMMER, Opel, Pontiac, Saab, Saturn and Vauxhall.  GM operates one
of the world's leading finance companies, GMAC Financial Services,
which offers automotive, residential and commercial financing and
insurance.  GM's OnStar subsidiary is the industry leader in
vehicle safety, security and information services.

                       About Delphi Corp.

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.


DIVERSIFIED CORP: March 31 Balance Sheet Upside-Down by $6.8 Mil.
-----------------------------------------------------------------
Diversified Corporate Resources, Inc., filed its first quarter
financial statements for the three months ended March 31, 2006,
with the Securities and Exchange Commission on June 8, 2006.

The Company reported an $1,005,000 net loss on $7,565,000 of net
service revenue for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $12,358,000
in total assets and $19,221,000 in total liabilities resulting in
$6,863,000 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $4,439,000 in total current assets available to pay
$18,738,000 in total current liabilities coming due within the
next 12 months.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?b82

                        Going Concern Doubt

Pender Newkirk & Company, LLP, in Tampa, Florida, raised
substantial doubt about Diversified Corporate Resources Inc.'s
ability to continue as a going concern after auditing the
Company's consolidated financial statements for the year ended
Dec. 31, 2005.  The auditor pointed to the Company's incurred net
loss and working capital deficiency.

                    About Diversified Corporate

Diversified Corporate Resources, Inc., is a national employment
services and consulting firm, servicing Fortune 500 and larger
regional companies with permanent recruiting and staff
augmentation in the fields of Engineering, Information Technology,
Healthcare, BioMed and Finance and Accounting.  The Company
currently operates a nationwide network of eight regional offices.


DRESSER INC: Filing Delay Prompts S&P to Downgrade Rating to B
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on energy and oilfield equipment manufacturer Dresser Inc.
to 'B' from 'B+'.  The ratings remain on CreditWatch with negative
implications.

"The rating action reflects the company's ongoing delays in filing
audited financial statements," said Standard & Poor's credit
analyst Jeffrey Morrison.

Although the company has received filing extensions from its
bondholders and secured and unsecured lenders, which alleviates
the potential for near-term liquidity or acceleration events, the
fact that there was the potential for such events further
underscores Standard & Poor's concerns that additional negative
issues or events could arise should delays in filing not be
completed in a timely fashion.

In addition, Dresser announced in May that it would be restating
its financial statements.  Although the restatements are not
expected to meaningfully affect the company's cash flow, debt
levels, or liquidity, Standard & Poor's highlights that this will
be the third round of restatements for Dresser in the past three
years.

The CreditWatch listing reflects the potential for ratings to be
lowered further or affirmed in the near term.  If Dresser is able
to complete its filing process in the near term, it is likely that
ratings could be affirmed at the current level.  However, a rating
affirmation would depend on a full review of the company and
audited financial statements once they are made available.


DYNCORP INTERNATIONAL: Earnings Growth Prompts S&P to Lift Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating to 'BB-' from 'B+', on DynCorp
International LLC.  The ratings were removed from CreditWatch
where they were placed with positive implications on Oct. 3, 2005.
The outlook is stable.

"The upgrade reflects an improved financial profile due to the
recent IPO and earnings growth," said Standard & Poor's credit
analyst Christopher DeNicolo.

On May 4, 2006, DynCorp International's parent, DynCorp
International Inc., sold 25 million shares of common stock.  The
approximately $375 million of gross proceeds were used to:

   * fund a $100 million dividend to its equity sponsor;
   * redeem approximately $220 million of preferred stock; and
   * repay $28 million of subordinated debt.

Leverage measures improved only modestly, as the preferred stock
was considered a strategic investment and therefore equity.
However, debt to EBITDA has declined to below 4.5x from almost
6.5x when DynCorp International was acquired by Veritas Capital in
2005, due to some debt repayment and increased earnings.

Further improvement is expected in fiscal 2007 (ending March 31,
2007).  Other credit protection measures are expected to be
appropriate for rating in 2007, with funds from operations to debt
above 15% and EBITDA interest coverage of 2.5x-3x.

The ratings on DynCorp International reflect:

   * limited contract diversity;

   * a weak, but improving, financial profile resulting from high
     debt leverage; and

   * the risky nature of some its operations.

The ratings benefit somewhat from:

   * the firm's leading market positions;
   * high demand for its services; and
   * a fairly stable revenue base.

DynCorp International is a leading provider of defense technical
services and government outsourced solutions.  The company
operates in two segments: international technical services (ITS,
63% of revenues) and field technical services (FTS, 37%).  ITS
provides a wide range of logistical and security support services
including international police, drug eradication, peacekeeping
support, and personal security.  FTS provides aircraft
maintenance, logistics support and aircrew training.  Almost all
sales are to the U.S. government, primarily the departments of
Defense and State.

DynCorp International's improved capital structure following the
IPO, and generally positive outlooks for its key markets should
enable the company to maintain a financial profile consistent with
the revised ratings.  Following the recent upgrade, a revision of
the outlook to positive or negative is not expected in the near
term.


ENER1 INC: Secures New Cost-Share Contract from U.S. Advanced
-------------------------------------------------------------
Ener1, Inc., fka as Inprimis Inc., reported that its EnerDel
battery subsidiary has received a contract from the U.S. Advanced
Battery Consortium.  The 12-month, cost-share contract is the
first step of EnerDel's proposed three phase plan to launch a cost
competitive lithium ion battery that is lighter, smaller and
higher in power than existing battery technologies for hybrid
electric vehicles.  The company is collaborating with Argonne
National Laboratory on the advanced materials that will give the
battery its superior characteristics.  EnerDel's long-term plan
includes the mass-manufacture of Li-Ion batteries in the state of
Indiana using automated production technologies.

Charles Gassenheimer, Chairman of Ener1, Inc., said that the USABC
contract represents an important milestone for Ener1. "We believe
the USABC has validated the path we are pursing to develop Li-Ion
battery technology for the hybrid market.  We intend to show
results that will further inspire the confidence of the USABC and
DOE and expand our scope of work toward commercialization of a
battery that will significantly improve future hybrid vehicles
made in the U.S., and add value to the American automotive
industry."

                         About USCAR

The United States Council for Automotive Research --
http://www.uscar.org/-- facilitates cooperative research among  
DaimlerChrysler Corporation, Ford Motor Company and General Motors
Corporation, which share the common goal of strengthening the
technology base of the U.S. automotive industry.

                      About Ener1, Inc.

Ener1 Inc. (OTCBB: ENEI) -- http://www.ener1.com/-- is an  
alternative energy technology company.  Its interests include:
EnerDel, a lithium-ion battery company in which Delphi Corp. owns
a minority interest, Japan-based Enerstruct, a lithium-ion company
in which Ener1 strategic investor ITOCHU Corporation has a major
interest; wholly owned subsidiary EnerFuel, a fuel cell products
and services company, and wholly owned subsidiary NanoEner, which
develops nanotechnology-based materials and manufacturing
processes for high-power batteries and other applications.

                          *   *   *

                     Going Concern Doubt

Ener1 has experienced net operating losses since 1997 and negative
cash flows from operations since 1999, and had an accumulated
deficit of $131 million as of June 30, 2005.  "It is likely that
the Company's operations will continue to incur negative cash
flows through June 30, 2006 and additional financing will be
required to fund the Company's planned operations through June 30,
2006," Ener1's Chief Financial Officer Gerard Herlihy said.

"If additional financing is not obtained, such a condition, among
others, will give rise to substantial doubt about the Company's
ability to continue as a going concern for a reasonable period of
time," Mr. Herlihy added.


ENTERPRISE PRODUCTS: S&P Affirms BB+ Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'BB+' corporate
credit rating on master limited partnership Enterprise Products
Partners L.P. and subsidiary Enterprise Products Operating L.P.,
as well as the 'B+' corporate credit on EPCO Holdings Inc.

In addition, the outlooks on the companies were revised to
positive from stable.  The positive outlook on the Enterprise
entities acknowledges the improvement at the MLP in credit-
protection measures and greater diversity in the business mix that
has emerged in recent years.  EPCO, as a substantial owner of
Enterprise's general partner and limited partnership units, shares
a positive outlook with the MLP, but the ratings relationship is
not tied so closely that an upgrade of Enterprise would
necessarily lead to higher ratings at EPCO.

Enterprise and EPCO, both based in Houston, Texas, have about $4.4
billion and $1.7 billion of debt, respectively.

"Since the purchase of GulfTerra Energy Partners L.P. in 2004,
Enterprise has performed operationally and financially in a manner
that has enhanced its credit quality," said Standard & Poor's
credit analyst Todd Shipman.  "Enterprise still has some capital
projects to complete, and higher ratings could follow once those
projects begin to produce cash flow and reduce pressure on the
partnership's distribution coverage," he continued.

Standard & Poor's views many of Enterprise's new projects and
current business fundamentals favorably and could lead to higher
ratings as the spending starts generating cash flow.  The positive
stance could change if the company engages in any significant
acquisitions or capital spending that is financed in a manner that
weakens its financial risk profile.

Any significant problems with large capital projects that markedly
delay the realization of cash flow from the projects could also
stall any upward ratings momentum.  Standard & Poor's will also
continue to monitor the relationships between EPCO, Enterprise,
and TEPPCO Partners LP to determine whether they maintain the
expected separations and if there are any changes to the overall
creditworthiness of the Duncan family businesses.


EXIDE TECHNOLOGIES: Settles Adversary Proceedings with 5 Lenders
----------------------------------------------------------------
In separate stipulations approved by the U.S. Bankruptcy Court for
the District of Delaware, Exide Technologies and its debtor-
affiliates agreed to dismiss the adversary proceedings it filed
against these creditors:

   1. Citicorp Vendor Finance, Inc.;
   2. CitiCapital Commercial Leasing Corporation;
   3. Deere Credit, Inc.;
   4. General Electric Capital Corporation; and
   5. US Equipment Leasing, LLC.

In their adversary proceedings filed against the five creditors,
the Debtors asked the Court to:

    A. declare that the Equipment Agreements executed between
       the Debtors and the Defendants are financing agreements
       that create a security interest and are not "true leases;"

    B. declare that the Debtors are the owners of the Equipment
       and any orders, stipulations or otherwise granting relief
       contrary to this ruling be vacated to the extent they are
       inconsistent with the Debtors' ownership rights;

    C. declare that, notwithstanding any orders, stipulations
       or otherwise granting relief contrary to this ruling, the
       Debtors may exercise any and all ownership rights with
       regard to the Equipment, including the ability to sell
       this equipment; and

    D. direct the Defendants to immediately disgorge to the
       Debtors any amounts paid by the Debtors to the Defendants
       after the Debtors' bankruptcy filing under any Equipment
       Agreement, whether pursuant to order, stipulation or
       otherwise.

Prior to their bankruptcy filing, the Debtors obtained equipment
from various vendors for use in their businesses.  The Debtors
often obtained the equipment by entering into financing agreements
with vendors and other third parties.  

The Debtors argued that substantial controversy exists regarding
the true nature of the Equipment Agreements.  They believe that
the Equipment Agreements are disguised security agreements, but
the Defendants contend that the Equipment Agreements are true
leases.

                           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 Nos. 20, 78, 85 and 86; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FLEETPRIDE CORP: Moody's Junks Rating on $150 Million Senior Notes
------------------------------------------------------------------
Moody's Investors Service assigned FleetPride Corporation a
Corporate Family rating of B3.  At the same time, the rating
agency assigned a B2 rating to FleetPride's $200 million of first
lien bank credit facilities and Caa1 to the company's
$150 million of senior unsecured notes.  The outlook is stable.

The ratings reflect the considerable financial leverage deployed
in FleetPride's capital structure, the relatively low operating
profit margin and the expectation of breakeven to modestly
positive free cash flow over the near term which produce weak debt
protection measures of EBIT to Interest and retained cash flow to
debt.

The ratings also balance the relatively modest size of the company
with the stability of demand from the favorable growth prospects
for replacement parts for commercial vehicles.  The inherent
operating leverage in the company's distribution model along with
marketing advantages the company enjoys from its scale and
footprint across 36 states contributes favorably to the ratings.  
Financing is being arranged to effect the acquisition of
FleetPride by Investcorp in a private transaction valued at
approximately $506 million.

Ratings assigned:

   * Corporate Family, B3
   * $40 million 1st lien revolving credit, B2
   * $160 million 1st lien term loan, B2
   * $150 million senior unsecured notes, Caa1

Key rating drivers recognize benefits achieved through
FleetPride's national distribution capabilities, which make the
company an attractive vendor for large fleet operators, as well as
the breadth of its product offering, positioning it as a more
likely source of replacement parts than competitors with fewer
SKUs. Favorable demographics on the national fleet of class 6-8
commercial vehicles support ongoing demand, particularly as the
expansion cycle ends and the current fleet of trucks age.

Aftermarket parts have experienced steady consumption as economic
conditions have improved, the fleet has expanded, and aggregate
freight-ton miles driven have grown.  The company's customer base,
although entirely in the U.S., is very diverse in terms of
underlying industry exposure with no single client accounting for
more than 5% of revenues.

As the largest independent distributor in its sector, this scale
permits it to leverage infrastructure costs over higher volumes
than smaller entities.  The company has moved to a more
centralized administrative model and information processing
platform than that which existed several years ago, which, in
turn, has lead to improved efficiencies as more volume has gone
through the network.  FleetPride's ability to manage inventory
risk of obsolescence, logistics, pricing, and carrying costs as
well as working capital's impact on funding requirements is
critical to its future performance and prospects for free cash
flow generation.

Nonetheless, starting leverage will be high, with debt to EBITDA
in the upper 6 times range.  Substantial equity of $204 million
will be contributed, which will produce a ratio of debt/capital of
roughly 63% at the time of closing.  Importantly, free cash flow
is expected to be at a breakeven to modestly positive level over
the near term, growing to only a modest amount over time with the
ratio of free cash flow to debt remaining quite low.

Similarly, EBIT/Interest, is expected to be tight and likely under
1.3x at the outset.  Small "fill-in" acquisitions or organic
branch expansion may also occur and limit cash flow available to
retire debt.  Consequently, extensive leverage, thin coverage
ratios, and weak free cash flow metrics in particular, as well as
FleetPride's modest revenue size, pull the Corporate Family rating
towards the low single B level.  The revolving credit facility
will be un-drawn at the outset and supports the company's
liquidity profile.

Hard asset coverage provided first lien holders will be less than
abundant with the book value of the pledged assets about equal to
the Secured Bank Facilities.  Bank lenders will be exposed to
enterprise valuations to support recovery expectations in downside
scenarios.

However, the combination of those values and substantial amounts
of junior capital, largely the Unsecured Notes at 39% of total
capital, beneath the bank debt accommodate a single notch uplift
from Corporate Family Rating to B2 for the Secured Bank
Facilities.  The Unsecured Notes are rated at Caa1, one notch
below Corporate Family Rating, to recognize lower recovery
expectations arising from their effective subordination to the
Secured Credit Facilities.

The stable outlook is supported by favorable industry fundamentals
for steadily increasing freight-ton miles driven combined with the
prospective ageing of the current fleet, which contribute to
expectations of steady revenues, and the small capital expenditure
requirements to maintain the current infrastructure leads to
expectations for modest free cash flow over the intermediate term.

Both the Senior Bank Facilities and the Unsecured Notes will
benefit from up-streamed guarantees from FleetPride's material
domestic subsidiaries as well as a down-streamed guarantee from
FleetPride's immediate parent company, FPC Holdings, Inc.  In
addition the Secured Bank Facilities will have a first lien
against all of the borrower's tangible and intangible assets as
well as capital stock of domestic subsidiaries and 65% of the
capital stock of any first tier foreign subsidiaries.

The banks will also be secured in the stock of the borrower.  
Separately, FPC Holdings will issue $25 million of senior discount
notes due in 2015.  These discount notes will not benefit from any
up-streamed guarantees and will accrete for the first three years.  
The senior unsecured notes will be issued under rule 144A of the
Securities Act of 1934 but will not have any registration rights.

FleetPride Corporation, based in The Woodlands, Texas, operates
156 branch locations in 36 states.  The company distributes brand
name heavy-duty vehicle parts as well as select private label
brands.  In addition the company provides a limited range of
re-manufactured products as well as truck and trailer repair
services.  Revenues in 2005 were $582 million.


FOAMEX INT'L: U.S. Trustee Opposes Equity Panel Appointment
-----------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, objects to
D.E. Shaw Laminar Portfolios, LLC's request to compel the
appointment of an official committee of equity security holders.

As reported in the Troubled Company Reporter on May 24, 2006, D.E.
Shaw filed its request with the U.S. Bankruptcy Court for the
District of Delaware after the U.S. Trustee declined to appoint an
official equity committee.  On April 25, 2006, D.E. Shaw sent the
U.S. Trustee a letter requesting the equity committee's
appointment.

Ms. Stapleton asserts that D.E. Shaw's request should be denied on
these grounds:

   (a) D.E. Shaw cannot establish the need for an official equity
       committee;

   (b) there is no substantial likelihood of a meaningful
       dividend to equity, and existing equity is able to
       adequately represent its interest without an official
       equity committee;

   (c) appointment of an equity committee would add unnecessary
       administrative expense and delay with no corresponding
       benefit to the estate; and

   (d) shareholders are already parties-in-interest and have
       standing to participate in Foamex's Chapter 11 case
       without the intervention and expense of an official equity
       committee.

D.E. Shaw asserted in its request that Foamex International Inc.
and its debtor-affiliates are solvent and there is a need for an
official equity committee to assure adequate representation of its
equity because the Debtors' plan provides that shareholder
interests will be extinguished.

However, neither of D.E. Shaw's contentions justifies the
appointment of an official equity committee, the U.S. Trustee's
trial attorney, David L. Buchbinder, Esq., in Wilmington,
Delaware, argues.

Mr. Buchbinder explains that the certainty of extinguishment of
shareholder interests is a common feature of Chapter 11 cases, and
is not itself cause for appointment of an equity committee.  In
addition, D.E. Shaw's request failed to present any admissible
facts from which the Court could find that the Debtors are
solvent.

Both the Debtors and the Official Committee of Unsecured
Creditors agree that there is insufficient Debtor value to pay
unsecured creditors in full, let alone make distributions to
shareholders, Mr. Buchbinder notes.

Mr. Buchbinder also notes that D.E. Shaw acquired the entirety of
its interests postpetition, understanding the risks involved.

The U.S. Trustee tells the Court that appointing an official
equity committee in Foamex's Chapter 11 case would only add
financial burdens to the estate and its creditors for the benefit
of parties who occupy the most inferior position in the
distribution hierarchy and are not entitled to receive any
distribution.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 20; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FOAMEX INTERNATIONAL: Appoints Raymond Mabus Interim Pres. & CEO
----------------------------------------------------------------
The Board of Directors of Foamex International Inc. has named
Raymond E. Mabus, Jr., chairman of the Foamex Board of Directors,
interim president and chief executive officer of Foamex.  Thomas
E. Chorman, president, chief executive officer and a director of
Foamex, has resigned from the Company by mutual agreement with the
Board, effective immediately.

The Board has also established a Search Committee to conduct a
search for a permanent president and chief executive officer.
The Search Committee will seek bankruptcy court approval to retain
an executive search firm to assist in its search for highly
qualified President and CEO candidates.

Mr. Mabus commented, "On behalf of the Board of Directors, I would
like to thank Tom for his many contributions to Foamex over the
past four very challenging years and wish him well in his future
endeavors.  As we look to the future, now is the right time to
begin a search for new leadership for Foamex.  The Board's Search
Committee will work with Foamex's stakeholders to define the
qualifications and skill set we're looking for in potential
candidates.  We will conduct an aggressive search to fill this
position as quickly as practicable, but are committed to ensuring
that Foamex's next President and CEO is the right leader for
Foamex for the long-term."

"In the meantime," Mr. Mabus continued, "I have committed to
leading the Company as Interim President and CEO during this
transition.  While Foamex faces a set of complex challenges, we
are building a solid foundation and working hard to bring the
Company out of Chapter 11 on a consensual basis as quickly as
possible.  Foamex has a strong senior management team in place
that possesses excellent operating experience, and I look forward
to working closely with the team to achieve our goals of exiting
Chapter 11 promptly, increasing our profitability and
competitiveness for the long-term, solidifying our position as
market leader, and building significant value for Foamex's
stakeholders."

Raul Valdes-Fauli, lead director of Foamex and chairman of the
board's Nominating and Governance Committee, stated, "We are both
fortunate and gratified to have a person of Ray Mabus' caliber on
our Board, who can immediately step into the role of Interim
President and CEO while we search for a permanent replacement for
these positions.  Ray has been an important contributor to our
Board, and we appreciate his willingness to provide Foamex with
the necessary leadership while we execute our search."

Gregory J. Christian, executive vice president, chief
restructuring officer and general counsel of Foamex, will assume
additional responsibilities for Information Technology,
Procurement and Manufacturing Technology as chief administrative
officer.  Mr. Christian also has been elected to serve on the
company's Board of Directors.

"We are also pleased to promote Greg Christian to the position of
chief administrative officer," stated Mr. Mabus.  "Greg's
performance on behalf of Foamex, particularly in his most recent
role as chief restructuring officer, has shown him to be a
significant asset to the Company, which will benefit from him
taking on the additional responsibilities in the CAO role and
becoming a member of the Board."

Said Tom Chorman, "I am proud of what Foamex has accomplished
during very challenging times.  We have established a stronger
platform from which the Company can pursue growth and continue to
do more to meet the needs of customers.  I firmly believe that the
Company's best years are ahead, as Foamex seeks to emerge from
bankruptcy a stronger, leaner, more competitive company than ever
before."

                        Compensation

The Compensation Committee of Foamex International's Board of
Directors has recommended that Mr. Mabus receive compensation of
$75,000 per month for his services as chairman, interim president
and CEO.  This compensation replaces any other compensation
previously payable to Mr. Mabus as chairman of the Board, the
company said in a document filed with the U.S. Securities and
Exchange Commission.

The Compensation Committee also recommended that Mr. Christian's
annual salary be increased to $400,000.  This amount will
represent his total annual compensation for all his functions
within Foamex, including his new responsibilities.

The Compensation Committee recommended that the annual salary of
Andrew W. Thompson, executive vice president, be increased to
$315,000 reflecting compensation for his expanding and critical
management role in the company.

The increases to the officers' compensation are subject to the
Bankruptcy Court's approval.

                About Foamex International

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 20; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FREMONT GENERAL: DBRS Rates Trust Preferred Securities at B(high)
-----------------------------------------------------------------
Dominion Bond Rating Service assigned ratings to Fremont General
Corporation and its primary operating entity, Fremont Investment &
Loan, as indicated below.  The trend is Stable.

   * Deposits & Senior Debt at BB Stb
   * Issuer & Senior Debt at BB (low) Stb
   * Trust Preferred Securities at B (high) Stb

The ratings are based on the Company's sustained origination
volumes and balance sheet growth, sound liquidity position,
improved asset quality, adequate capital base, and market position
as one of the largest originators of residential non-prime loans
in the U.S.

Offsetting factors include the high level of earnings volatility,
sizable single-credit commercial real estate loan exposures, an
above-average-risk CRE loan portfolio, and the participation in
the volatile residential non-prime mortgage business.  Lastly,
DBRS believes that Fremont's dependency on the health of the real
estate market adds to the overall risk profile of the Company.

DBRS's ratings consider Fremont's impressive and consistent
residential origination growth.  As the sixth-largest non-prime
mortgage originator in the U.S., Fremont enjoys considerable
market presence, as illustrated by its 4.4% market share.  
Origination volumes have remained strong, increasing an impressive
52% to $36.2 billion in 2005, and were a solid $8.4 billion for
the first quarter of 2006.

Fremont's significant market presence and franchise strength give
the Company the size and scale that are vital for sustaining
origination volumes and maintaining cost efficiency in the highly
competitive environment.  Fremont achieved strong annual earnings
through 2005, which were largely retained, thereby strengthening
the growing balance sheet.

However, in the most recent quarter ending March 31, 2006,
profitability measures were challenged, with net income falling to
a mere $32 million, largely owing to the weak execution of
residential loan sales.  Importantly, this illustrates the level
of earnings volatility inherent in the Company's business model
and its reliance on non-repetitive and unpredictable revenue
sources, such as income from the disposition of mortgage loans and
other transactional revenues.

To bring balance to its residential lending business, Fremont has
begun to increase its servicing portfolio.  DBRS believes that
given Fremont's participation in the cyclical residential mortgage
industry, a certain level of earnings volatility is expected.

Liquidity is a positive factor in the rating. Fremont's banking
subsidiary, FIL, has a sound liquidity position, which benefits
from its access to deposit funding, a strength over many of its
mortgage peers.  The $9.2-billion deposit base, which has
sustained 10% annual growth over the past ten years, funds a
substantial portion of its growing balance sheet.

Importantly, liquidity has remained sound despite the company's
history of volatile earnings. Further, the access to Federal Home
Loan Bank advances provides another layer of reliable low-cost
funding.

Fremont's portfolio of CRE loans provides a level of interest
income; however, it exposes the Company to above-average credit
risk owing to the segment's business strategy of providing funding
for the construction and repositioning of CRE projects.  The
concentration in multi-family development projects further
exacerbates these concerns.

However, asset quality measures reflect strong performance, and
DBRS considers the credit risk well managed. Furthermore, the
credit quality of the CRE portfolio has improved dramatically, as
exemplified by the impressive decrease in non-performing assets,
which fell from a high of 62.1% of equity in 2002 to a manageable
7.9% at March 31, 2006.

DBRS believes that the portfolio adds notable single-item
exposures, with 15 loans having outstanding balances of more than
$50 million, the largest being $99.8 million, representing 7.2% of
equity.

The Stable trend is based on DBRS's view that despite the recent
decline in profitability, earnings should recover to a degree as
secondary market conditions for the residential real estate loans
improve.  DBRS expects a certain level of earnings volatility
given Fremont's business model.  The Stable trend incorporates
DBRS's expectation that the strong deposit base will support a
sound funding and liquidity profile.

Finally, while maintaining asset quality will be a challenge given
the current uncertain environment, DBRS believes that the
Company's sound practices will adequately mitigate the balance
sheet risks.

With $13 billion in assets, the Santa Monica, California-based
Fremont General Corporation operates as a financial services
holding company with its primary operating entity, Fremont
Investment & Loan, providing residential and commercial real
estate lending on a nationwide basis.

The Company originates non-prime residential real estate loans on
a wholesale basis that are sold to third parties through whole
loan sales and, to a lesser extent, securitizations.  For its on-
balance-sheet portfolio, the Company also originates CRE loans
that are primarily short-term bridge and construction facilities.

Finally, the Company offers FDIC-insured deposit accounts,
including certificate of deposit, money market deposit, and
savings accounts, through its 21 branches in California.


GENERAL MOTORS: Backs Special Attrition Plan for Delphi Workers
---------------------------------------------------------------
Delphi Corp. reached agreement with the International Union of
Electronic, Electrical, Salaried, Machine and Furniture Workers-
Communications Workers of America and General Motors Corp. on a
special hourly attrition plan, similar to a plan agreed to with
the United Auto Workers, which includes incentivized and early
retirements along with pre-retirement opportunities and certain
buy-outs for eligible employees.

GM has agreed to provide financial support under the proposed
plan.  The plan enables a more rapid transformation to a reduced
labor cost structure across Delphi's U.S. manufacturing
operations.  The plan, which is subject to bankruptcy court
approval, provides financial incentives for certain types of
retirements and permits the transition of up to 3,200 IUE-CWA
represented Delphi employees to GM for retirement purposes.  
Delphi will seek expedited court approval and will continue to
focus on reaching a comprehensive consensual agreement on all
issues.

"We continue to be focused on the transformation of Delphi and
this attrition plan provides a stronger framework to position our
successful emergence from Chapter 11," Delphi President and Chief
Operating Officer Rodney O'Neal, said.  "This plan further enables
an effective transformation of our U.S. manufacturing and support
operations."

Approximately 8,000 hourly IUE-CWA-represented employees are
eligible to participate in the program.  Certain eligible U.S.
hourly employees may be offered a lump sum payment of $35,000 to
retire.  Eligible employees under the program may elect buyout
packages ranging from $40,000 to $140,000.

Under the proposed program, GM has agreed to assume the financial
obligations related to the lump sum payments to be made to
eligible Delphi U.S. hourly employees accepting normal or
voluntary retirement incentives.  Additionally, GM will fund
certain post-retirement employee benefit obligations related to
Delphi employees who transition to GM under the plan for purposes
of retirement as well as half of employee buyout costs.

                       About Delphi Corp.

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.

                      About General Motors

General Motors Corp. -- http://www.gm.com/-- the world's largest      
automaker, has been the global industry sales leader for 75 years.
Founded in 1908, GM today employs about 327,000 people around the
world.  With global headquarters in Detroit, GM manufactures its
cars and trucks in 33 countries including Mexico.  In 2005, 9.17
million GM cars and trucks were sold globally under the following
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden,
HUMMER, Opel, Pontiac, Saab, Saturn and Vauxhall.  GM operates one
of the world's leading finance companies, GMAC Financial Services,
which offers automotive, residential and commercial financing and
insurance.  GM's OnStar subsidiary is the industry leader in
vehicle safety, security and information services.

                          *     *     *

As reported in the Troubled Company Reporter on June 15, 2006,
Standard & Poor's Ratings Services held its ratings on General
Motors Corp., including its 'B' long-term and 'B-3' short-term
corporate credit ratings, on CreditWatch with negative
implications, where they were placed March 29, 2006.

The CreditWatch update follows the announcement that Delphi Corp.,
the United Auto Workers, and GM have reached an agreement to
increase the number of employees covered by buyout and attrition
programs for Delphi's hourly UAW workers.  GM would bear the
majority of costs, which are as yet undetermined because aggregate
costs will be based on acceptance rates under the various
programs as well on the costs of any offers made to Delphi's non-
UAW unions.  


GENEVA LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: The Geneva LLC
        269 Chapman Street
        Canton, Massachusetts 02021

Bankruptcy Case No.: 06-11854

Type of Business: The Debtor's affiliate , Adam Corporation,
                  filed for chapter 11 protection Nov. 21, 2005
                  (Bankr. D. Mass. Case No. 05-30110).  SOS
                  Realty Corporation LLC, another affiliate of the
                  Debtor, also filed for chapter 11 protection on
                  May 11, 2006 (Bankr. D. Mass. Case No.
                  06-11381).

Chapter 11 Petition Date: June 15, 2006

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Charles R. Bennett, Jr., Esq.
                  Hanify & King, P.C.
                  One Beacon Street, 21st Floor
                  Boston, Massachusetts 02108
                  Tel: (617) 423-0400
                  Fax: (617) 556-8985

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.


GRACE INDUSTRIES: Files Plan & Disclosure Statement in New York
---------------------------------------------------------------
Grace Industries, Inc., and Grace Asphalt, Inc., delivered to the
United States Bankruptcy Court for the Eastern District of New
York a disclosure statement explaining their joint plan of
reorganization.

                       Overview of the Plan

The Plan provides for the disposition of all the Debtors' assets,
claims and equity interests through either:

    i) the Debtors' reorganization pursuant to recapitalization
       of their business operations through the restructuring of
       their debt obligations to St. Paul parties because of a
       material contribution made by the Debtors' principals to
       the Debtors' estates; or

   ii) the wind down of the Debtors' operations through the public
       sale of the Asphalt plant and the material contribution of
       the Debtors' principals of the net proceeds from the sale
       of the Flushing property to the Debtors' estates in
       conjunction of the sale.

In addition, the Plan provides for the Debtors' completion of
Grace Industries' remaining construction projects after the
Effective Date and for a key employee retention plan to enable the
Debtors to retain key personnel needed to complete the
construction projects.

                       Treatment of Claims

Under the Debtors' plan, all administrative expense claims of up
to $2.3 million will be paid in full.

Each holder of a priority tax claim with an estimated amount of
$1.3 million will be paid either:

    i) in full on the later of:

       a) the Effective Date; and

       b) the first business day after the date that is 30 days
          after the claim becomes allowed; or

   ii) equal annual cash together with the interest at a fixed
       annual rate of 6% over a period not exceeding six years
       from the date of the tax assessment.

St. Paul's Allowed Class 1 Secured Claims will receive $9 million
plus the term note in the minimum principal amount of $2.5 million
on the Effective Date.

Pursuant to the Plan, the Debtors will pay St. Paul $11.5 million
plus additional sums for any losses incurred, advance made or
claims paid by St. Paul during the period from June 1, 2006,
through the Effective Date towards payment in full of the Allowed
Class 1 Secured Claim from Asphalt plant's and Flushing property's
net proceeds.

On the Effective Date, Allowed Class 2 Secured Claims holders of
up to $5 million will be paid in full.

Each holder of Allowed Class 3 Secured Claims will retain their
liens and security interest in their collateral and receive
adequate protection payments in accordance with the terms of their
reinstated prepetition agreements with the Debtors or will be paid
upon the sale of their collateral.

All Holders of Allowed Class 4 Secured Claims will be paid in
equal annual cash payments, together with interest at a fixed
annual rate of 6% over a period not to exceed six years from the
date of the tax assessment unless otherwise agreed to by the
Parties.

On the Effective Date, Allowed Class 5 Priority Claims holders
will be paid in full and in cash, either;

   a) at the time as any Class 5 Priority claim becomes an Allowed
      Priority Claim; or

   b) at other time as may be agreed to by the Allowed Class 5
      Priority Claim holders and the Debtors.

The Debtor tells the Court that General Unsecured Claims is
estimated at $9.4 million.  Creditors holding unsecured claims
will receive their pro rata share of $500,000 and subsequent
distributions, if any, on an annual basis over a five year period
up to a maximum distribution of 25% to the extent of available
funds.

Intercompany Claims and Interest holders will receive no
distribution under the Plan.  All holders of Class 8 and 9 equity
interests will retain their interests in Grace Industries and
Grace Asphalt, respectively.

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

   http://www.researcharchives.com/bin/download?id=060616233829

Headquartered in Whitestone, New York, Grace Industries Inc. --
http://www.graceindustriesinc.com/-- specializes in asphalt   
manufacturing & paving, concrete paving; airport, highway & bridge
construction; electrical, interior & exterior engineering &
design; demolition, foundations, piling, real estate, and roads,
sewer and water main construction.  The Company and its debtor-
affiliate filed for chapter 11 protection on Dec. 6, 2004 (Bankr.
E.D.N.Y. Case Nos. 04-27013 and 04-27015).  Matthew G. Roseman,
Esq., at Cullen and Dykman Bleakley Platt LLP, represents the
Debtors in its restructuring efforts.  Gordon Z. Novod, Esq., and
P. Bradley O'Neill, Esq., at Kramer Levin Naftalis & Frankel LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtor filed for protection from its creditors, it listed $46
million in total assets and $30 million in total debts.


GREAT COMMISSION: Hires Cunningham & Chernicoff as Counsel
----------------------------------------------------------
The Great Commission Care Communities, Inc., dba The Woods at
Cedar Run, obtained authority from the U.S. Bankruptcy Court for
the Middle District of Pennsylvania to employ Cunningham &
Chernicoff, P.C., as its bankruptcy counsel.

Cunningham & Chernicoff is expected to:

    (a) give the Debtor legal advice regarding its powers and
        duties as debtor-in-possession in the continued operation
        of its business and management of its property;

    (b) prepare and file on behalf of the Debtor, as debtor-in-
        possession, the original petition and schedules, and all
        necessary applications, complaints, answers, orders,
        reports and other legal papers, and

    (c) perform all other legal services for the Debtor which may
        be necessary.

The Debtor tells the Court that the Firm's professionals bill:

         Professionals                   Hourly Rate
         -------------                   -----------
         Partners                        $200 - $285
         Associates Attorneys            $150 - $200
         Paralegals                         $100

The Debtor discloses that it has paid the firm a $25,826 retainer.

Robert E. Chernicoff, Esq., a managing partner at Cunningham &
Chernicoff, assures the Court that his firm does not represent any
interest adverse to the Debtor, its estate or creditors.

Mr. Chernicoff can be reached at:

         Robert E. Chernicoff, Esq.
         Cunningham & Chernicoff, P.C.
         2320 North 2nd Street
         Harrisburg, Pennsylvania 17106
         Tel: (717) 238-6570
         Fax: (717) 238-4809
         http://www.cclawpc.com/

Headquartered in Camp Hill, Pennsylvania, The Great Commission
Care Communities, Inc., dba The Woods at Cedar Run --
http://www.woodsatcedarrun.com/-- is a non-profit retirement  
community providing independent housing and assisted living
services.  The company filed for chapter 11 protection on May 10,
2006 (Bankr. M.D. Penn. Case No. 06-00914).  Robert E. Chernicoff,
Esq., at Cunningham and Chernicoff, P.C., represents the Debtor.  
When the Debtor filed for protection from its creditors, it
estimated assets between $1 million and $10 million and debts
between $10 million and $50 million.


GREAT COMMISSION: U.S. Trustee Appoints Three-Member Committee
--------------------------------------------------------------
The U.S. Trustee for Region 3 appointed three creditors to serve
on an Official Committee of Unsecured Creditors in The Great
Commission Care Communities, Inc.'s chapter 11 case:

    1. Jeff Stoner
       Complete Healthcare Resources - Eastern, Inc.
       200 Dryden Road, Suite 2000
       Dresher, Pennsylvania 19025-1048
       Tel: (215) 328-5758
       Fax: (215) 328-5883

    2. Ronald H. Roy
       Clear Channel Broadcasting
       600 Corporate Circle
       Harrisburg, Pennsylvania 17110
       Tel: (717) 540-8800
       Fax: (717)901-6729

    3. Lindsay T. Straub, CFO
       Kessler's Inc.
       1201 Hummel Avenue
       P.O. Box 126
       Lemoyne, Pennsylvania 17043
       Tel: (717) 763-7162
       Fax: (717) 763-4982

The Committee has retained David W. Carickhoff, Esq., at Blank
Rome LLP, as its counsel.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the chapter 11 cases to a liquidation
proceeding.

Headquartered in Camp Hill, Pennsylvania, The Great Commission
Care Communities, Inc., dba The Woods at Cedar Run --
http://www.woodsatcedarrun.com/-- is a non-profit retirement  
community providing independent housing and assisted living
services.  The company filed for chapter 11 protection on May 10,
2006 (Bankr. M.D. Penn. Case No. 06-00914).  Robert E. Chernicoff,
Esq., at Cunningham and Chernicoff, P.C., represents the Debtor.  
When the Debtor filed for protection from its creditors, it
estimated assets between $1 million and $10 million and debts
between $10 million and $50 million.


HEALTHSOUTH CORP: Prices $1 Billion of Senior Notes
---------------------------------------------------
HealthSouth Corporation priced a private offering of $1 billion
aggregate principal amount of its senior notes, which includes
$375 million in aggregate principal amount of its floating rate
senior notes due 2014 at par and $625 million aggregate principal
amount of its 10.750% senior notes due 2016 at 98.505% of par.  
The Floating Rate Notes will bear interest at a per annum rate
equal to six-month LIBOR plus 6.0%.

The Company intends to use the proceeds from the issue, along with
cash on hand, to repay all outstanding borrowings under its
interim loan agreement that it entered into on March 10, 2006.

                         About HealthSouth

Headquartered in Birmingham, Alabama, HealthSouth Corporation
(OTC Pink Sheets: HLSH) -- http://www.healthsouth.com/-- provides  
outpatient surgery, diagnostic imaging and rehabilitative
healthcare services, operating facilities nationwide.

                         *     *     *

As reported in the Troubled Company Reporter on May 30, 2006,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
HealthSouth Corp.'s $1 billion of floating-rate senior unsecured
notes due 2014 and fixed-rate senior unsecured notes due 2016.

At the same time, existing ratings on HealthSouth, including the
'B' corporate credit rating, were affirmed.  The rating outlook is
stable.

Moody's placed HealthSouth's debt and corporate family ratings
at B2 and B3 respectively.  The ratings were placed on April 18,
2006, with a stable outlook.


HIGHWAY HAULERS: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Highway Haulers, Inc.
        13958 Dolphin Drive
        P.O. Box 1209
        Willis, Texas 77378

Bankruptcy Case No.: 06-32666

Type of Business: The Debtors offer trucking and
                  transportation services.

Chapter 11 Petition Date: June 16, 2006

Court: Southern District of Texas (Houston)

Judge: Wesley W. Steen

Debtor's Counsel: Donald L. Wyatt, Esq.
                  Recio & Wyatt, P.C.
                  10200 Grogan's Mill Road, Suite 540
                  The Woodlands, Texas 77380
                  Tel: (281) 419-8733
                  Fax: (281) 419-8703

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Financial Federal Credit         Vehicle                 $635,000
1300 Post Oak Boulevard
Suite 1300
Houston, TX 77056

Internal Revenue Service         941 Taxes               $250,950
Ogden, UT 84201-0039

Frances Dale Autrey                                       $61,271
c/o Evetts and Seely
3704 Travis
Houston, TX 77002-9550

Neil McDonald                                             $25,249

MBNA America                     Credit Card Purchases    $18,696

Ray Madden                                                $18,543

Transportation Cleating House                             $12,000

Cline Wood Agency, Inc.                                   $11,161

Wingfoot Commercial Tires        Purchases                 $4,946

J L's Sons Trucking                                        $4,830

Blue Cross and Blue Shield                                 $4,813

Con-Way                                                    $4,189

Dora Cuevas                                                $3,680

Gregory Madeley                                            $1,200

Sprint                                                     $1,160

ATB Engine Co., Inc.                                       $1,043

Capital One                                                  $627


INNOSPEC INC: Expands Borrowing Capacity to $200 Million
--------------------------------------------------------
Innospec Inc. (Nasdaq:IOSP) added two banks to its existing credit
facilities agreement and increased its borrowing capacity under
the facilities to $200 million from approximately $167.1 million.

The two additional banks joining the agreement are The Royal Bank
of Scotland plc and National Australia Bank Limited. Lloyds TSB
Bank, Barclays Bank, Bank of Scotland Corporate and Credit Suisse
remain in the agreement, all with the same commitment they had
originally.  The facilities now consist of a $100 million term
loan and a $100 million revolving credit facility.  The repayment
schedule and final maturity date of the facility (June 2009)
remain unchanged.  As of March 31, 2006, Innospec's borrowings
outstanding under the agreement totalled $144.7 million; including
cash and cash equivalents, its overall net debt was $82.8 million.

"This is another positive step in the development of Innospec,"
said Paul Jennings, President and Chief Executive Officer.  "The
increased borrowing capacity and expansion of our banking
relationships enhances our flexibility to fund internal growth as
well as future strategic acquisitions in our chosen markets of the
specialty chemicals industry."

                        About Innospec Inc.

Headquartered in Newark, Delaware, Innospec Inc. --
http://www.innospecinc.com/-- is an international specialty  
chemical company with almost 1,000 employees in 23 countries.  
Innospec divides its operations into three distinct business
areas: Fuel Specialties, Performance Chemicals, and Octane
Additives.  Together, the three businesses manufacture and supply
a wide range of specialty chemicals to markets in the Americas,
Europe, the Middle East, Africa and Asia-Pacific.

                          *     *     *

Standard & Poor's assigned BB- long-term foreign and local issuer
credit ratings to Innospec Inc.


INTERPUBLIC GROUP: Inks Option Pacts with Four Derivatives Dealers
------------------------------------------------------------------
Interpublic Group of Companies Inc. entered into a capped call
option agreement with each of four derivatives dealers on June 6,
2006.  

The Agreements were entered into in connection with a capital
markets transaction that will provide the Company with a new
source of committed stand-by liquidity and a new letter of credit
facility.  The ELF Financing was priced on June 6, 2006 and is
expected to close on June 13, 2006.  

The Agreements provide that they will be unwound if the closing of
the ELF Financing does not occur by June 13, 2006.  In the ELF
Financing, a special-purpose entity called ELF Special Financing
Ltd. has agreed with a group of initial purchasers to sell units
consisting of notes linked to the credit of the Company and
warrants to purchase common stock of the Company.  At closing, ELF
will provide the Company with a $750 million revolving stand-by
credit facility under which the Company can receive advances and
cause letters of credit to be issued.

As part of the ELF Financing, the Company will issue 38,826,875
uncapped warrants, with an exercise price of $11.91 per warrant.  
Each Uncapped Warrant will entitle the holder to receive,
following expiration of the warrant on June 15, 2009, an amount in
cash, shares of the Company's common stock, or a combination of
cash and shares, at the Company's option.  The amount will be
based, subject to customary adjustments, on the difference between
the market price of one share of the Company's common stock (over
30 trading days following expiration) and the stated exercise
price of the warrant.

The Agreements are intended to reduce the potential dilution of
the Company's common stock upon the exercise of the Uncapped
Warrants.

Each Agreement gives the Company the right to receive, upon
expiration of the options, an amount in cash, shares of the
Company's common stock, or a combination of cash and shares, at
the Company's option.  The amount will be based, subject to
customary adjustments, on the difference between the market price
of one share of the Company's common stock (over 30 trading days
following expiration) and $11.91, the exercise price of the
Uncapped Warrants, with the amount deliverable upon exercise
capped so the Company will not receive any amount relating to
appreciation of its common stock above $14.38 per share.

The four Agreements cover an aggregate notional amount of
38,826,875 shares, equivalent to the full amount of the Uncapped
Warrants.  The aggregate cost of the four Agreements to the
Company will be approximately $29 million, payable upon closing of
the ELF Transaction.

Copies of the Agreements are available for free at:

                http://researcharchives.com/t/s?b87

                        About Interpublic

Interpublic Group of Companies Inc. (NYSE:IPG) --
http://www.interpublic.com/-- is one of the world's leading   
organizations of advertising agencies and marketing-services
companies.  Major global brands include Draft, Foote Cone &
Belding Worldwide, FutureBrand, GolinHarris International,
Initiative, Jack Morton Worldwide, Lowe Worldwide, MAGNA Global,
McCann Erickson, Octagon, Universal McCann and Weber Shandwick.  
Leading domestic brands include Campbell-Ewald, Deutsch and Hill
Holliday.

                         *     *     *

As reported in the Troubled Company Reporter on June 15, 2006,
Fitch assigned a rating of 'B/RR4' to Interpublic Group's $750
million three-year Enhanced Liquidity Facility notes due June
15, 2009.  The Rating Outlook is Negative.  Fitch also affirmed
these ratings:

  -- Issuer default rating 'B'
  -- Senior unsecured notes 'B/RR4'
  -- Cumulative convertible perpetual preferred stock 'CCC/RR6'
  -- Mandatory convertible preferred stock to 'CCC/RR6'

As reported in the Troubled Company Reporter on April 11, 2006,
Moody's Investors Service downgraded The Interpublic Group of
Companies, Inc.'s corporate family and senior unsecured long term
debt ratings to Ba3 from Ba1.  The outlook remained negative.  

As reported in the Troubled Company Reporter on March 24, 2006,
Standard & Poor's Ratings Services lowered its ratings on The
Interpublic Group of Cos. Inc., including lowering the long-term
corporate credit rating to 'B' from 'B+'.  The short-term credit
rating was lowered to 'B-3' from 'B-2'.  All ratings were placed
on CreditWatch with negative implications.


INVERNESS MEDICAL: Sees $1.5MM Annual Savings from Sales Shake-Up
-----------------------------------------------------------------
As part of its continuing efforts to improve efficiency and lower
operating costs, Inverness Medical Innovations, Inc., committed to
the reorganization of the sales and marketing and customer service
functions in certain of its U.S. professional diagnostic
companies.

The Company expects to achieve a net reduction of approximately 20
positions.  Total costs to be incurred in connection with the plan
are expected to total approximately $1,000,000, including
severance and retention payments of approximately $850,000 and
non-cash fixed asset charges of approximately $150,000.  The
charges will be recognized in the second and third quarter of
2006.  Savings generated through reduced compensation expense is
expected to be approximately $1,500,000 annually.

The charges and resulting savings are part of the Company's plan
to cease operations at its Applied Biotech, Inc. and Scandinavian
Micro Biodevices ApS subsidiaries, and to dispose of certain
excess manufacturing equipment.

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

Inverness Medical Innovations, Inc.'s 8-3/4% Senior Subordinated
Notes due 2012 carry Moody's Investors Service's Caa3 rating and
Standard & Poor's CCC+ rating.


JUNIOR ABEYTA: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Junior Abeyta
        D. Lee Abeyta
        11 Escuela Street
        Polvadera, New Mexico 87828
        Tel: (505) 255-0202

Bankruptcy Case No.: 06-11026

Chapter 11 Petition Date: June 15, 2006

Court: District of New Mexico (Albuquerque)

Debtors' Counsel: Louis Puccini, Jr.
                  Puccini & Meagle, P.A.
                  P.O. Box 30707
                  Albuquerque, New Mexico 87190-0707
                  Tel: (505) 255-0202
                  Fax: (505) 255-8726

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

Estimated Debts:  $10 Million to $50 Million

Debtors' 18 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Federal Trade                      Judgment Lien       $9,044,447
Commission-Enforcement
601 New Jersey Avenue Northwest
Room NJ-2119
Washington, D.C. 20580

Coast Casinos/The Orleans          Business Expenses      $32,581
4500 West Tropicana
Las Vegas, NV 89103

Chrysler Financial                 Vehicle                $27,324
P.O. Box 55000
Department 277001
Detroit, MI 48255-2494

American Express                   Revolving             $ 15,000
                                   Line of Credit

                                   Credit Card             $7,773

John Lorne                         Settlement             $17,000

AmeriCredit Financial Services     Vehicle                 $4,320

                                   Vehicle                $11,951

Maricio Lopez                      Personal Loan          $16,000

UniFund Corporation/FUSA           Revolving              $12,000
                                   Line of Credit

HFC                                Installment Loan       $10,114

Matthew Q. Callister               Contempt Charge         $9,652

Susan Cunniff                      Judgment                $8,000

Discover Financial Services LLC    Revolving               $6,884
                                   Line of Credit

Internal Revenue Service           Personal Income         $5,178

David Welli                        Personal Loan           $5,000

GM Card Services                   Revolving               $5,000
                                   Line of Credit

Wells Fargo Card Services          Revolving               $4,934
                                   Line of Credit

Beta Financial Company, Inc.       Installment Loan        $4,659

Chase Bank USA, N.A.               Revolving               $3,000
                                   Line of Credit


KAISER ALUMINUM: Court Approves Amended Claims Sale Protocols
-------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates, the Pension
Benefit Guaranty Corp., and the voluntary employees' beneficiary
association trusts agree to certain modifications of the Protocol
for Pre-Effective Date Sales.

The Protocol permits the PBGC and the VEBA trusts to sell or
dispose of their claims against, or interests in, the Reorganizing
Debtors prior to the effective date of the Plan of Reorganization.

Judge Fitzgerald approves the Amended Protocol, which provides,
among other things, that:

   (a) The Union VEBA may consummate one or more sales that
       aggregate not more than the portion of interest entitled
       to receive 3,774,167 shares to be issued by Reorganized
       Kaiser Aluminum Corporation on the Effective Date; and

   (b) The Salaried Retiree VEBA may consummate one or more sales
       that aggregate not more than the portion of interest
       entitled to receive 940,233 shares to be issued by
       Reorganized KAC on the Effective Date.

Conditions on Sales by the PBGC remain the same.

On the Effective Date, the Registration Rights Agreement will
include as party thereto any pre-Effective Date purchaser of the
Union VEBA Interest whose purchase entitles it to at least 200,000
shares of Reorganized KAC common stock that otherwise would be
issued to the Union VEBA on the Effective Date.

A full-text copy of the Amended Protocol is available free of
charge at http://researcharchives.com/t/s?b8e

The Amended Protocol supersedes the Original Protocol in its
entirety.

Judge Fitzgerald will have continuing jurisdiction to resolve any
disputes regarding the Amended Protocol and enforce its terms.

As reported in the Troubled Company Reporter on Mar. 31, 2006,
Kaiser Aluminum Corporation its debtor-affiliates, the PBGC and
the Union VEBA Trust will, on the Effective Date of the Plan,
entered into the Stock Transfer Restriction Agreement and the
Registration Rights Agreement.

The Stock Transfer Restriction Agreement prevents the PBGC and the
Union VEBA Trust from transferring or otherwise disposing of more
than 15% of the total number of shares of the stock issued to each
under the Plan in any 12-month period without prior written
approval of Reorganized KAC's board of directors in accordance
with Reorganized KAC's Certificate of Incorporation.

                       About Kaiser Aluminum

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading  
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on Feb.
12, 2002 (Bankr. Del. Case No. 02-10429), and has sold off a
number of its commodity businesses during course of its cases.  
Corinne Ball, Esq., at Jones Day, represents the Debtors in their
restructuring efforts. Lazard Freres & Co. serves as the Debtors'
financial advisor.  Lisa G. Beckerman, Esq., H. Rey Stroube, III,
Esq., and Henry J. Kaim, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP, and William P. Bowden, Esq., at Ashby & Geddes
represent the Debtors' Official Committee of Unsecured Creditors.  
On June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 98;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


KAISER ALUMINUM: Creditors Object to ACE Insurers Settlement Pact
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on June 5, 2006,
Kaiser Aluminum & Chemical Corporation asked the U.S. Bankruptcy
Court for the District of Delaware to:

      (i) approve the ACE Insurers Settlement Agreement;

     (ii) authorize the sale of the Subject Policies to the ACE
          Related Companies, free and clear of liens, claims,
          interests and other encumbrances; and

    (iii) enjoin all Claims against the ACE Parties relating to
          or attributable in any way to the Subject Policies,
          including, but not limited to, any Claims in the nature
          of, or sounding in, tort, contract, warranty, or any
          other theory of law, equity or admiralty.

Some of the Kaiser Aluminum Corporation and its debtor-affiliates'
insurance policies was currently the subject of two coverage
actions pending in the Superior Court of California for the County
of San Francisco.

                   Cantrall Creditors Object

Creditors Lance Olson, as administrator of the estate of Savannah
Olson, and Daniel Freeman are plaintiffs in civil actions filed
before the Circuit Court for the Seventh Judicial Circuit in
Springfield, Illinois.

The civil actions assert claims of wrongful death and personal
injuries as a result of alleged soil and groundwater pollution by
Kaiser Aluminum Chemical Corp., and Kaiser Agricultural Chemicals
Inc. in Cantrall, Illinois.

The Debtors owned and operated agricultural chemical, fertilizer
and herbicide retail distribution and storage facility in Cantrall
from about 1964 until the mid-1980's, Jack D. Davis, Esq., at The
Law Offices of Frederic W. Nessler, in Springfield, Illinois,
relates.

According to Mr. Davis, the Debtors knew that Messrs. Olson and
Daniel, and other Cantrall residents were potential creditors due
to the proceedings before the Illinois Environmental Protection
Agency.

In 1987, citizens of Cantrall complained to the IEPA about the
acts of contamination at the Debtors' Cantrall facility.  The IEPA
investigation concluded that Kaiser was in violation of Illinois
Administrative Code and the Illinois Environmental Protection Act.

The Cantrall Creditors were not informed of the Debtors' Chapter
11 filing, Mr. Davis relates.  They were not served with the
Debtors' notice of filing for relief nor notified by any other
written media.  Accordingly, they were unable to file proofs of
claim prior to the claims bar date.

The Cantrall Creditors object to the Debtors' insurance buy-back
agreement with the ACE Related Companies.  The Cantrall Creditors
believe that certain insurance policies -- including policies
issued by the ACE Related Companies -- that would indemnify the
Debtors for the claims alleged in the Civil Actions may exist.

The Cantrall Creditors ask the Court to:

   (1) order the Debtors to disclose the existence of any and all
       insurance policies that would indemnify their employees,
       agents or servants for alleged negligence committed at the
       Cantrall facility; and

   (2) hold approval of the Settlement Agreement in abeyance
       until it is determined whether insurance exists to
       indemnify the Debtors and their employees.

                   Settling Parties Respond

(a) Debtors

The Debtors inform the Court that their counsel sent a letter
dated April 27, 2006 to the Objectors notifying them that the
filing of the civil actions violated the automatic stay.

As of June 9, 2006, the Objectors' counsel has refused to withdraw
the complaints, which constitute willful stay violations, Kimberly
D. Newmarch, Esq., at Richards, Layton & Finger, in Wilmington,
Delaware, asserts.

The Debtors also deny allegations that they did not publish
notices of their bankruptcy filing.  The Debtors, according to Ms.
Newmarch, published notices of the bar date for filing claims and
the confirmation hearing in several publications serving the
Cantrall area.

Ms. Newmarch also tells the Court that the insurance policies
included in the settlement, with the possible limited exception of
one policy period, do not potentially cover the Objectors' claims.

The Subject Policies generally cover periods from 1963 to 1973 and
1977 to 1986 and provide coverage only for injuries that occurred
during those policy periods.

Savannah Olson was not born until 1997 -- over a decade after
coverage under the Subject Policies ceased and her injuries could
not possibly be covered under any of the Subject Policies,
Ms. Newmarch explains.

With respect to Mr. Freeman, who claims exposure commencing in
December 1977, with the limited exception of the policy period
from 1982 to 1985, the Subject Policies contain exclusions that
would preclude coverage from pollution incidents unless the
damages result from "sudden and accidental" pollution incidents,
Ms. Newmarch notes.  She asserts that Mr. Freeman's complaint
describes polluting events that are neither "sudden" nor
"accidental" within the meaning of the exclusion under California
law.

The Objection seeks to garner some portion of the insurance
coverage that is to be allocated to other tort claims pursuant to
the Plan.  However, with respect to Mr. Freeman's claim, it is
nearly impossible to determine the allocation of the coverage for
that one policy period to tort claims in accordance with the Plan,
Ms. Newmarch contends.

Furthermore, it is too late for the Objectors to assert that they
are entitled to some portion of the Settlement Amount or any other
proceeds in respect of Included Personal Injury Trust Insurance
Policies, Ms. Newmarch argues.

Citing the "highly questionable merit" of the Objectors' claims
and their failure to raise issues with the Plan's utilization of
the insurance assets earlier, the Debtors ask the Court to
overrule the Objection.

(b) ACE Related Companies

The Estate of Savannah Olson and Daniel Freeman are nothing more
than officious intermeddlers attempting to hold the Settlement
Agreement hostage with their dubious, late-filed claims, Thomas G.
Whalers, Jr., Esq., at Stevens & Lee, P.C., in Wilmington,
Delaware, asserts.

The Objection, according to Mr. Whalers, is inexcusably late and
should be stricken and entirely disregarded.  The Objection was
filed June 6, 2006 -- four days after the extended deadline.

Mr. Whalers also asserts that the Objectors lack any standing to
object to the Settlement Agreement, in that:

   (a) they do not hold legally cognizable claims as their proofs
       of claim are, admittedly, untimely, and they have not
       obtained approval from the Court to excuse their untimely
       filing;

   (b) they have no legally cognizable rights or interests in and
       to the proceeds of the Subject Policies which could
       conceivably support the relief requested; and

   (c) they are otherwise bound by the terms of the Plan for
       which they have never objected despite having been
       provided constructive notice by publication.

Without making any effort to establish that their own putative
claims are legally cognizable in the first instance, the Objectors
seek to condition the approval of the Reorganizing Debtors'
request on a final determination of the very same intractable
insurance coverage dispute that is finally being resolved by the
Settlement Agreement.  This request is impractical, Mr. Whalers
asserts.

The Ace Parties ask the Court to dismiss the Objection.

                       About Kaiser Aluminum

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading  
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on Feb.
12, 2002 (Bankr. Del. Case No. 02-10429), and has sold off a
number of its commodity businesses during course of its cases.  
Corinne Ball, Esq., at Jones Day, represents the Debtors in their
restructuring efforts. Lazard Freres & Co. serves as the Debtors'
financial advisor.  Lisa G. Beckerman, Esq., H. Rey Stroube, III,
Esq., and Henry J. Kaim, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP, and William P. Bowden, Esq., at Ashby & Geddes
represent the Debtors' Official Committee of Unsecured Creditors.  
On June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 98;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


KELLWOOD CO: Signs Rights Agreement with American Stock Transfer
----------------------------------------------------------------
The Board of Directors of Kellwood Company entered into the Rights
Agreement with American Stock Transfer and Trust Company on June
10, 2006.  

These Rights replace the existing preferred stock purchase rights
attached to the Common Stock, as the existing rights expired on
June 11, 2006.  Each Right entitles the registered holder to
purchase from the Company a unit consisting of one one-hundredth
of a share of a newly created series of the Company's Series A
Junior Preferred Stock, at a purchase price of $100 per Unit.

The Purchase Price payable, and the number of Units of Preferred
Stock or other securities or property issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent
dilution

     a) in the event of a stock dividend on, or a subdivision,
        combination or reclassification of the Preferred Stock,
      
     b) upon the grant to holders of the Preferred Stock of
        certain rights or warrants to subscribe for Preferred
        Stock or convertible securities at less than the current
        market price of the Preferred Stock; or

     c) upon the distribution to holders of Preferred Stock of
        evidence of indebtedness or assets (excluding regular
        quarterly cash dividends) or of subscription rights or
        warrants.

Until a Right is exercised, the holder of the Right will not have
any rights as a stockholder of the Company solely by virtue of
holding the Right, including, without limitation, the right to
vote or to receive dividends.

As long as the Rights are attached to the Common Stock, the
Company will issue one Right with each new share of Common Stock
issued so that all shares will have attached Rights.  After the
Distribution Date but prior to the Final Expiration Date, Rights
shall only be issued in connection with the issuance of Common
Stock upon the exercise of stock options granted prior to the
Distribution Date or pursuant to other benefits under any employee
plan or arrangement established prior to the Distribution Date.

The Preferred Stock purchased upon exercise of the Rights will be
non-redeemable.  Each share of Preferred Stock will have a minimum
preferential quarterly dividend rate of $20.00 per share, but will
be entitled to an aggregate dividend of 100 times the dividend
declared on the Common Stock.

In the event of liquidation, the holders of the Preferred Stock
will receive a preferred liquidation payment of $100.00 per share,
but will be entitled to receive an aggregate liquidation payment
equal to 100 times the payment made per share of Common Stock.  
Each share of Preferred Stock will have 100 votes, voting together
as one class with the Common Stock.

Finally, in the event of any consolidation, merger, combination or
other transaction in which shares of Common Stock are exchanged
for or changed into other stock or securities, cash and/or other
property, each share of Preferred Stock will be entitled to
receive 100 times the aggregate amount of stock or securities,
cash and/or other property, into which or for which each share of
Common Stock is changed or exchanged.

A copy of the Rights Agreement is available for free at:

              http://researcharchives.com/t/s?b89

Headquartered in St. Louis, Missouri, Kellwood Company --
http://www.kellwood.com/-- markets apparel and consumer soft  
goods.

                          *     *     *
As reported in the Troubled Company Reporter on May 12, 2006,
Moody's Investors Service affirmed the Ba2 corporate family rating
for Kellwood Company and downgraded the senior unsecured debt
rating to Ba3 from Ba2 following the completion of a secured asset
based credit facility that replaced an unsecured revolving credit
facility.  The downgrade of the senior unsecured debt rating
reflected the effective subordination of the remaining unsecured
creditors to the new secured credit facility and the release of
the subsidiary guarantees since they were linked to the terminated
credit facility.  The outlook is negative.


KMART CORPORATION: Reports 13-Week Sales Revenue Ended April 29
---------------------------------------------------------------
In a Form 10-Q filed with the Securities and Exchange Commission,
Sears Holdings Corporation discloses Kmart Corporation's sales
for 13 weeks ended April 29, 2006.

William K. Phelan, vice president and controller of Sears
Holdings Corporation, relates that for purposes of reviewing
operating performance and making asset-allocation decisions,
Sears Holdings' senior management has continued to utilize
principally the reporting structures that existed independently
for Kmart and Sears Roebuck prior to the merger.

                 Kmart's Results and Key Statistics
               (In millions, except number of stores)

                                               13 Weeks Ended
                                             -------------------
                                             04/29/06   04/30/05
                                             --------   --------
    Merchandise sales and services             $4,254     $4,522
    Cost of sales, buying and occupancy         3,241      3,462

    Gross margin rate                            23.8%      23.4%

    Selling and administrative                    855        944

    Selling and administrative expenses
       as a percentage of total revenues         20.1%      20.9%

    Depreciation and amortization                  15         10
    Gain on sales of assets                       (17)        (6)
    Restructuring charges                           4          3
                                              -------    -------
    Total costs and expenses                    4,098     4, 413
                                              -------    -------
    Operating income                             $156       $109
                                              =======   ========
    Number of stores                            1,400      1,479

According to Mr. Phelan, comparable store sales and total sales
decreased by .2% for the 13-weeks ended April 29, 2006, as
compared to 5.9% of the 13-weeks ended April 30, 2005.  Mr.
Phelan explains that the decline in same-store and total sales is
due to:

    -- the impact of increased competition; and

    -- lower transaction volumes within home goods partially
       offset by increased sales in apparel and within food and
       other consumable goods categories.

Total sales were negatively impacted by a reduction in the total
number of Kmart stores in operation, as well as the prior year
period having benefited from $153,000,000 of additional sales
recorded during the first quarter of 2005, as three additional
days were included in the fiscal 2005 period given the Company's
change from a Wednesday to a Saturday month end.

Mr. Phelan explains that the increase in gross margin rate
reflects improved gross margin management across various
businesses, most notably within hardlines and the health and
beauty care business, partially offset by lower expense leverage
relative to occupancy costs due to lower sales levels and higher
utilities costs during the first quarter of fiscal 2006.

The improvement in selling and administrative expenses rates
reflects lower costs across several expense categories, including
store payroll and benefit costs, as well as reduced advertising,
advertising.

The increase in Kmart's operating income for the 13-weeks ended
April 29, 2006, as compared to the 13-weeks ended April 30, 2005,
is primarily attributable to improved expense management, which
resulted in lower selling and administrative expenses, partially
offset by reduced gross margin dollars as a result of lower sales
levels.

                        About Kmart Corp.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act
expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 112; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KMART CORP: Former Ridge Avenue Property Sold for $4.25 Million
---------------------------------------------------------------
Ridge K, LLC, purchased the former Kmart property at 5500 Ridge
Ave., Columbia Twp., Michigan, for $4,250,000 on May 15, 2006,
Liz Carey of Community Press reports.

Ridge K and it partners Dan Neyer, Steve Miller and Rob Smyjunas
are still looking at different options for the property, Ms.
Carey says.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act
expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 112; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KMART CORP: Court Reduces & Allows L.A. County's Two Tax Claims
---------------------------------------------------------------
Los Angeles County, California, filed two proofs of claim against
Kmart Corporation for various property taxes:

    * Claim No. 10938 for $266,986; and
    * Claim No. 27820 for $83,782.

The Debtors objected to the Claims.

Consequently, the U.S. Bankruptcy Court for the Northern District
of Illinois reduced and allowed Claim No. 10938 for $61,204 and
Claim No. 28820 for $58,647.  The Court also expunged several
other duplicate and overlapping claims filed by Los Angeles
County.

Los Angeles County and Kmart stipulate that $119,852 is due from
Kmart to Los Angeles County.  The $119,852 will be paid in final
satisfaction of the claims and Kmart's prepetition liability to
Los Angeles County.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act
expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 112; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LIGAND PHARMACEUTICALS: Resumes NASDAQ Trading Effective June 14
----------------------------------------------------------------
Ligand Pharmaceuticals Incorporated disclosed that NASDAQ has
approved the its application for relisting its common stock on the
NASDAQ National Market.  Ligand expects trading in its common
shares to begin on the NASDAQ National Market on June 14, 2006
under the symbol "LGND".

"We are pleased that NASDAQ has approved our application to be
relisted on the NASDAQ National Market," said David E. Robinson,
Ligand Chairman, President and Chief Executive Officer.  
"Relisting should allow our shares to be bought and held by a
broader range of investors, traded and covered by additional
market makers and analysts and generally facilitate additional
shareholder liquidity."

"Ligand's Board of Directors, Management and advisors continue to
be focused on the ongoing process of exploring strategic
alternatives to enhance shareholder value," added Robinson.

                  About Ligand Pharmaceuticals

Ligand Pharmaceuticals Incorporated -- http://www.ligand.com/--  
discovers, develops and markets new drugs that address critical
unmet medical needs of patients in the areas of cancer, pain, skin
diseases, men's and women's hormone-related diseases,
osteoporosis, metabolic disorders, and cardiovascular and
inflammatory diseases. Ligand's proprietary drug discovery and
development programs are based on its leadership position in gene
transcription technology, primarily related to intracellular
receptors.

At March 31, 2006, the Company's balance sheet showed a
$224,358,000 stockholders' deficit.  The Company reported
$110,419,000 of stockholders' deficit at Dec. 31, 2005.


LION-GRI INT'L: Posts $131,471 Net Loss in 2006 First Quarter
-------------------------------------------------------------
Lion-Gri International, Inc., delivered its quarterly report on
Form 10-QSB for the first quarter ending March 31, 2006, to the
Securities and Exchange Commission.

The Company reported a $131,471 net loss on $3,123,263 of net
revenues for the quarter ending March 31, 2006.  

At March 31, 2006, the Company's balance sheet shows $20,855,049
in total assets, $14,123,572 in total liabilities, $85,919 in
minority interest, and $6,645,558 in stockholders' equity.

Full-text copies of Lion-Gri International, Inc.'s financial
statements for the first quarter ended March 31, 2006, are
available for free at http://ResearchArchives.com/t/s?b7c

                        Going Concern Doubt

Sherb & Co., LLP, expressed substantial doubt about Lion-Gri
International, Inc.'s ability to continue as a going concern
after auditing the Company's consolidated financial statements for
the year ended Dec. 31, 2005.  The auditing firm pointed to the
Company's claim that the Russian government may ban alcohol
imports from Moldova, claiming impurities in the drinks posed a
threat to public health.

Management believes that these claims are politically motivated
and is related to worsening relations with both countries.  
Management believes that these claims are false and that these
issues will be resolved in the near future.

Lion-Gri International, Inc., fka Napoli Enterprises, Inc., and
its subsidiaries produce, market and sell premium Moldovan wines
in countries outside the Republic of Moldova, with approximately
90% of revenue coming from the Russian Federation.


LOVESAC CORP: Files Chapter 11 Plan of Liquidation in Delaware
--------------------------------------------------------------
The LoveSac Corporation and its debtor-affiliates and the Official
Committee of Unsecured Creditors delivered to the U.S. Bankruptcy
Court for the District of Delaware their joint plan of liquidation
and an accompanying disclosure statement explaining that Plan.

                       Treatment of Claims

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

   1. Class 1 Other Priority Claims;
   2. Class 2 Secured Tax Claims;
   3. Class 4-C Secured Claims of Celtic Bank Corp.;
   4. Class 4-F Secured Claims of G&G LLC;
   5. Class 4-G Secured Claims of REM LLC;
   6. Class 4-H Secured Claims of Triple Net Investments; and
   7. Class 4-K Miscellaneous Secured Claims.

Pursuant to an asset purchase agreement, five creditors agreed to
assign any distribution received on their claims to the
liquidating trust for the sole benefit of the Class 5A through 5E
Unsecured Creditors.  These creditors will not receive any
distribution on account of their claims:

   1. Class 4-A Secured Claims of Barfair, Ltd.;

   2. Class 4-B Secured Claims of Brand Equity Ventures II, LP;

   3. Class 4-D Secured Claims of Dinesh Patel;

   4. Class 4-J Secured Claims of Walnut Investment
      Partners, LP; and

   5. Class 4-J Secured Claims of Walnut Private Equity Fund, LP.

The Debtors will surrender a 2003 Ford Econoline Van to Ford
Credit in full satisfaction of Ford Credit's secured claim.

Class 3 DIP Financing Claims will be assumed by the purchaser,
without recourse to the Debtors or the Liquidating Trust.  The
Debtors' estates will have no further liability for the claims
upon assumption.

Holders of these claims will receive a pro rata share of their
claims from 0% to 50%:

   1. Class 5-A General Unsecured Claims;
   2. Class 5-B Deficiency Claim of G&G;
   3. Class 5-C Triple Net Investments Deficiency Claim;
   4. Class 5-D Celtic Bank Deficiency Claims; and
   5. Class 5-E REM Deficiency Claim.

Class 5-F Series A Deficiency Claims and Class 6 Interest Claims
will receive nothing under the Plan.

A full-text copy of LoveSac Corp.'s Chapter 11 Liquidation Plan is
available for a fee at:

    http://www.researcharchives.com/bin/download?id=060616052444

A Disclosure Statement explaining that Plan is available
for a fee at:

    http://www.researcharchives.com/bin/download?id=060616052013

                   About LoveSac Corporation

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


MASSACHUSETTS HEALTH: S&P Affirms BB+ Rating on Series 1998 Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Massachusetts Health and Educational Facilities Authority's series
1998 bonds, issued for Massachusetts Eye and Ear Infirmary, to
positive from stable.  

The positive outlook reflects MEEI's continued move toward
investment grade as evidenced by its:

   * ample liquidity;
   * stable operations; and
   * an increasingly short time until bond maturity in 2011.

Standard & Poor's also affirmed its 'BB+' underlying rating on the
authority's series 1998 bonds, issued for MEEI.

"Massachusetts Eye and Ear Infirmary's potential to repay rapidly
diminishing series 1998 bonds when they come due in 2011 could
result in the rating being raised to investment grade as 2011
approaches," said Standard & Poor's credit analyst Cynthia Keller
Macdonald.  "Conversely, any diminishment of the hospital's
liquidity or increased operating losses in fiscals 2007 or 2008
would result in a return to the stable outlook, likely through
bond maturity."

MEEI's balance sheet has been stable over the past several years
with continued growth in liquidity partially offsetting the recent
increases in long-term debt.  Within the next two years (by the
end of fiscal 2008), MEEI will have less debt than it does today
(including the proposed pool loan) and ample funds to repay that
debt with liquidity on hand, even excluding any potential future
gains from fundraising.  MEEI's ability to control operating
losses within a range of around $10 million annually coupled with
its investment earnings and contributions have always provided
debt service coverage and should in the future.  

Factors supporting the speculative grade rating include:

   * MEEI's continued significant, although controlled, operating
     losses, with improvement noted in the interim period;

   * increased long-term debt with MEEI's 2005 and proposed 2006
     pooled borrowings, although liquidity remains adequate for
     the rating category; and

   * dependence on a specialty-service niche, with ongoing
     competition from suburban hospitals and independent
     physicians for both doctors and volumes.

The majority of MEEI's debt is comprised of $24 million series
1998 bonds due in 2011 and a $13.7 million pool loan.  In
addition, management plans to borrow another $15 million from the
MHEFA for renovation of clinical space.  Fundraising with an
approved major capital campaign will also support the project.  

The rating outlook revision affects approximately $24 million in
rated debt.


MERIDIAN AUTOMOTIVE: U.S. Trustee Objects to Watson Wyatt's Fees
----------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
asks the U.S. Bankruptcy Court for the District of Delaware to
deny the Watson Wyatt Application or grant relief consistent with
her objection.

The U.S. Trustee complains that Meridian Automotive Systems, Inc.,
and its debtor-affiliates' application to employ Watson Wyatt &
Company:

   -- did not disclose the calculation of Watson Wyatt's
      technical and administrative fees;

   -- is unclear on what services the fees and charges encompass;

   -- does not provide for the Court's jurisdiction over core
      matters;

   -- is inappropriate in light of Watson Wyatt's role in the
      Debtors' Chapter 11 cases; and

   -- inconsistent with general notions of bankruptcy
      professionalism.

The Watson Wyatt Application also provides that "[a] late payment
charge is payable on balances outstanding more than 30 days."  
The U.S. Trustee assumes that Watson Wyatt is voluntarily
submitting itself to the normal delays attendant to compliance
with the compensation provisions of the Bankruptcy Code and that
the late payment charge will not be charged for the delays.

The U.S. Trustee asserts that Indemnification should be qualified
to provide that while the Debtors' Chapter 11 cases are open,
Watson Wyatt must apply to the Bankruptcy Court for allowance of
any indemnity claim and that the rights of parties-in-interest to
object to any application are reserved.

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 Ionia GenCorp Benefits Agreement Okayed
------------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to approve
their Agreement with the International Union of Electronic,
Electrical, Salaried, Machine and Furniture Workers, the
Industrial Division of the Communications Workers of America,
AFL-CIO, CLC, to modify the Ionia GenCorp Retiree Benefits.

The Union is the authorized representative of the eligible
retirees, spouses, surviving spouses, and beneficiaries of the
Debtors' former GenCorp facility in Ionia, Michigan, which closed
in 1996.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
Wilmington, Delaware, relates that the Debtors acquired their
obligations for the Ionia Gencorp Retirees from Cambridge
Industries in July 2000.  Cambridge, in turn, had acquired and
closed the operations in 1996.  As part of the acquisition from
Cambridge, the Debtors assumed retiree benefits negotiated by
Cambridge with the IUE-CWA Local 420 prior to the 2000 Cambridge
acquisition.

Approximately 31 GenCorp Retirees continue to draw health and
life insurance benefits under a retiree benefits welfare plan,
formally known as the Meridian Automotive Systems, Inc., Welfare
Benefits Plan for Ionia GenCorp Bargaining Unit Retired
Associates.

Under the current Ionia GenCorp Plan, effective as of June 1,
2004, approximately 31 eligible retirees and their surviving
spouses receive:

   (a) for those not eligible for Medicare, group health
       coverage, including medical, prescription drugs, dental,
       hearing and life insurance benefits; and

   (b) for those eligible for Medicare, the Debtors provide
       reimbursement of monthly Medicare Part B premiums and life
       insurance coverage.

Under the current Ionia GenCorp Plan, non-Medicare eligible
participants have a choice of Preferred Provider Organization
options and only pay premiums if they choose coverage under the
"High PPO."

As part of their efforts to develop a Plan of Reorganization, the
Debtors presented the Union with a proposal to modify retiree
benefits, Mr. Brady states.  After extensive good faith
negotiations, the parties have agreed to modify the Ionia GenCorp
retiree benefits going forward.

                           The Agreement

Under the parties' Agreement, non-Medicare eligible Retirees will
be enrolled in a single PPO medical plan with generally higher
annual deductibles, coinsurance percentages, annual coinsurance
out-of-pocket maximums, and co-pays for office visits, emergency
room visits and for prescription drugs.

The existing Dental Plan design will remain unchanged.

Existing Hearing coverage will be replaced with Optional Hearing
benefits, with the Retiree paying monthly premiums to cover the
full cost of coverage.

Optional Vision coverage will be added, with the retiree paying
monthly premiums to cover the full cost of coverage.

New monthly premiums have been calculated.  For the basic
medical, prescription drug and dental coverages, the Debtors will
pay 80% of the cost and the Retiree will pay the remaining 20%.

Under the Agreement, Medicare eligible Retirees will continue to
have Company reimbursement of monthly Medicare Part B premiums
and existing life insurance coverage.

In exchange, the parties agree that the Part B reimbursement
for the majority of the retirees -- those who retired prior to
July 1, 1996 -- for which the 2006 premium is $88.50 per month,
will not exceed $175 per month in the future.  While this change
does not reduce the Company's current cost, it does provide some
future cost certainty with a maximum expense limitation,
Mr. Brady asserts.

Mr. Brady asserts that under the Agreement:

   (i) the Debtors will save on an annual basis approximately
       $11,000;

  (ii) the Retirees will gain added security for their future
       benefits; and

(iii) the need for the Debtors to pursue further relief with
       respect to Ionia GenCorp pursuant to Section 1114 will be
       eliminated.

A full-text copy of the Ionia Gencorp MOA is available for free
at http://ResearchArchives.com/t/s?b6e

The Agreement strikes a fair balance between the Debtors' need to
reduce their expenses and the Retirees' need for continued
benefits, Mr. Brady contends.

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)


MILLENIUM BIOLOGIX: Going Concern Depends on Additional Financing
-----------------------------------------------------------------
Millenium Biologix Corporation (TSX: MBC) released its audited
consolidated financial statements for the twelve months ended
March 31, 2006.

The net loss for the period was $15,569,836, compared with a net
loss of C$13,185,753 in the fifteen months ended March 31, 2005.

Revenues for the year ended March 31, 2006 were C$1,235,652,
compared with C$2,462,453 for the fifteen months ended March 31,
2005.  In light of disappointing performance under our
distribution contract for Skelite(TM) in the second half of fiscal
2005, management renegotiated the contract to a non-exclusive
arrangement, and during the 2006 fiscal year the Company
established a new regional distribution network in the
United States, as well as the European launch of Skelite(TM).  
However, the Company's shortage of working capital during the
second and third fiscal quarters impacted its ability to support
the new sales initiatives.  Following a strategic review of all
operations late in the third, and early in the fourth quarters, a
decision was made to focus primarily on completing development of
its ACTES(TM) platform and actively to seek partners capable of
better assisting us with sales and distribution, as well as future
development of our biological products.

Operating expenses for the year ended March 31, 2006 totaled
C$16,933,196, compared to expenses of C$14,231,178 for the fifteen
months ended March 31, 2005.  The increase in operating expenses
largely reflects costs associated with development of the
ACTES(TM) product platform.  Other income for the year ended March
31, 2006 was C$127,708 as compared to other expenses of
C$1,417,028 for the fifteen months ended March 31, 2005.  The
prior year's expense was almost entirely attributable to accrued
interest and dividends on the Class "A" preferred shares and
convertible debentures, which were converted in conjunction with
the reverse takeover and financing, which took place in December
2004.

During the year, Millenium completed a private placement of units
for gross proceeds of C$15,143,000, which was short of a targeted
C$20 million.  Accordingly, as at March 31, 2006 the Company had
cash of C$4,605,571 and working capital of C$2,648,551, as
compared with cash of C$8,964,575 and working capital of
C$8,299,994 at March 31, 2005.

"We continue to make progress on advancing our ACTES(TM) System
through near-term commercialization milestones and at the same
time, we are working towards strengthening our financial
position," Brian Fielding, Millenium's Interim Chief Executive
Officer and Executive Deputy Chairman, said.  "The second half of
fiscal 2007 will encompass value-driving milestones including the
initiation of ACTES(TM) beta site clinical evaluations which
will validate the therapeutic potential of our tissue engineering
system."

The Company reported a shift in strategic focus of the business
and a decision was made to focus primarily on completing
development of its ACTES(TM) platform while actively seeking
corporate partners with established sales and marketing
infrastructure to accelerate the commercialization and market
uptake for its line of synthetic bone graft products.  The Company
will continue to complete the development of its high strength
implant products for spinal applications.

                            ACTES(TM)

Autologous Clinical Tissue Engineering Systems or ACTES(TM) System
is a proprietary cell/tissue engineering technology platform with
initial indications focused on the high growth orthobiologics
sector.  Its lead product applications include; ACTES(TM)-C -- for
early intervention cartilage repair and ACTES(TM)-B -- for
advanced bone reconstruction.

                        Financial Update

As of April 30, 2006, the Company had cash of $3.2 million.  The
Company continues to review various strategic options, including
seeking investors for a private placement financing to obtain the
resources necessary to continue execution of the business plan.  
The implementation of the Company's strategy is dependent on
successfully securing these necessary resources in the very near
term.  In the event the Company is unable to raise financing
within the next two months, there is substantial doubt as to the
Company's ability to continue as a going concern, which could
require the partial or complete divestiture of one or more of its
core technologies.

                    About Millenium Biologix

Headquartered in Ontario, Canada, Millenium Biologix Corporation
-- http://www.millenium-biologix.com/-- is focused on the  
development and commercialization of next generation cell culture
and tissue engineering systems that will drive change from
synthetic implants to more effective biologics-based solutions.


MILLENIUM BIOTECH: March 31 Balance Sheet Upside-Down by $3.5 Mil.
------------------------------------------------------------------
Millennium Biotechnologies Group, Inc., filed its first quarter
financial statements for the three months ended March 31, 2006,
with the Securities and Exchange Commission.

The Company reported a $3,309,222 net loss on $218,495 of total
revenues for the three months ended March 31, 2006, compared to a
$733,509 net loss on $291,420 of revenues for the three months
ended March 31, 2005.

At March 31, 2006, the Company's balance sheet showed $1,414,835
in total assets and $4,931,417 in total liabilities, resulting in
a $3,516,582 stockholders' deficit.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?b8d

                        Going Concern Doubt

Bagell, Josephs & Company, LLC, in Gibbsboro, New Jersey, raised
substantial doubt about Millennium Biotechnologies Group, Inc.'s
ability to continue as a going concern after auditing the
Company's consolidated financial statements for the years ended
Dec. 31, 2005, and 2004.  The auditor pointed to the Company's
operating loses and accumulated deficit.

Millennium Biotechnologies Group, Inc., fka Regent Group, Inc.,
operates through its subsidiary Millennium Biotechnologies, Inc.,
sells nutraceutical supplements, RESURGEX SELECT(TM), RESURGEX(R),
and RESURGEX PLUS(R).  These products are used by immuno-
compromised individuals undergoing medical treatment for chronic
debilitating diseases like cancer, Acquired Immune Deficiency
Syndrome, and hepatitis, as well as healthy people searching for
proper nutrition.


MIRANT CORP: Examiner, et al. Ask Court for Fee Adjustment
----------------------------------------------------------
William K. Snyder, the examiner appointed in the chapter 11 cases
of Mirant Corporation and its debtor-affiliates, Gardere Wynne
Sewell, LLP, and Corporate Revitalization Partners, LLC, ask Judge
Lynn for an upward adjustment to the calculation of their fees.

Mr. Snyder retained and utilized the services of Corporate
Revitalization Partners and Gardere Wynne Sewell to assist him in
the performance of his duties.

Mr. Snyder and CPR have filed an application with the Court
seeking payment for $1,212,910 in fees and expenses.  Gardere
also filed an application seeking payment for $3,253,075 in fees
and expenses.

Mr. Snyder says what is often called a "fee enhancement" is more
accurately considered not as a bonus amount to be added to the
lodestar, but as an upward adjustment to the lodestar calculus
itself to "make the lodestar reasonable" in light of the rare and
exceptional circumstances in a bankruptcy case, the superior
quality of work and the results achieved.

According to Mr. Snyder, the rates that he and his team charged
are among the lowest in the entire Mirant case.

Over the course of their engagement, Mr. Snyder and his team's
overall budget was $5,766,667.  Through careful management of
their time and by focusing their efforts efficiently, the
Examiner kept his team's actual fees and expenses down to
$4,458,719 -- more than $1,300,000 under budget.

Thus, Mr. Snyder, CRP, and Gardere ask Judge Lynn for a fee
enhancement in an amount as the Court deems proper in light of
the rates charged and the hours expended by the Examiner and his
team in achieving those results.

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: Asks Court to Okay NY Independent System Settlement
----------------------------------------------------------------
Jason D. Schauer, Esq., at White & Case LLP, in Miami, Florida,
relates that the New York Independent System Operator, Inc., and
Mirant Americas Energy Marketing, LP, now known as Mirant Energy
Trading LLC, entered into various agreements for the purchase of
transmission service, and the purchase and sale of energy and
ancillary services.

The NYISO administers a wholesale market for electricity in the
State of New York.  It operates a bid-based commodity market in
which power is purchased and sold on the basis of competitive
bidding to balance supply and demand.  MAEM is one of NYISO's
market participants.

The Contracts are governed by the NYISO's transmission tariffs.
The NYISO settles transactions with Market Participants on a
monthly basis, collecting net amounts owed and distributing those
amounts to net creditors in the Market after deducting applicable
fees and charges.

                        Adjustment Holdback

After Mirant Corporation and its debtor-affiliates' bankruptcy
filing, the NYISO asserted that MAEM owes it certain amounts for
prepetition obligations under the Contracts.  As a result, the
NYISO held back $2,955,091, which amount represents an estimate
of the net amounts that MAEM would owe the NYISO for the
prepetition obligations.

In September 2003, Mirant asked the Court to enforce the
automatic stay to prohibit the NYISO and other parties from
executing setoffs against amounts owed to MAEM for certain
prepetition energy transactions.

To resolve the issue on setoffs, MAEM and the NYISO entered into
a Stipulated Order, which provides the NYISO with a lien on
future amounts owed to MAEM as adequate protection for its
unliquidated right of offset with respect to the adjustment
claims.

In exchange, the NYISO returned to MAEM the $2,955,091 Adjustment
Holdback.

                         The NYISO Claims

On December 16, 2003, the NYISO filed Claim No. 7110 against
MAEM and Claim No. 7111 against Mirant.

The MAEM Claim included secured claims in an unliquidated amount
allegedly arising from "true-ups" for prepetition transactions
under the NYISO Tariffs and Contracts.  The Mirant Claim, on the
other hand, is duplicative of the MAEM Claim.

The New Mirant Entities dispute the NYISO Claims.  New Mirant
believes that it has counterclaims against the NYISO.

                      Lovett Metering Dispute

The NYISO alleges it overpaid MAEM for energy generated at
the generating facility in Lovett, New York, for the period prior
to April 2001, Mr. Schauer relates.  The NYISO retained cash and
certain collateral to secure the overpayment.

Mr. Schauer contends that New Mirant possesses claims against the
NYISO arising from that improper retention.

               Assumption and Assignment of Contracts

Pursuant to Mirant's Plan of Reorganization, the Contracts were
listed on a schedule of executory contracts to be assumed by MAEM
and assigned to MET under Section 365 of the Bankruptcy Code.

The NYISO objected to the scheduled cure amount, and to
assumption and assignment of the Contracts, asserting disputes
regarding:

     (i) the cure amount with respect to the Contracts; and

    (ii) adequate assurance of future performance of the Contracts
         upon assignment to MET.

On February 23, 2006, the NYISO and MET entered into a Transfer
Agreement.  The NYISO consented to the transfer to MET of MAEM's
rights and obligations under the Contracts effective as of
February 1, 2006.  MET agreed to pay the NYISO all unpaid amounts
on account of MAEM's performance under the Contracts prior to
February 1, 2006.

                       Settlement Agreement

To resolve the issues relating to the NYISO Claims, the
Assignment Objection and the Lovett Metering Dispute, New Mirant
asks the Court to:

     (i) authorize it and MET to enter into a settlement agreement
         with the NYISO pursuant to Rule 9019(a) of the Federal
         Rules of Bankruptcy Procedure; and

    (ii) approve the assumption and assignment of the Contracts
         pursuant to Section 365 of the Bankruptcy Code.

The principal terms of the Settlement Agreement are:

    (a) The NYISO will pay to New Mirant $999,000, without setoff,
        recoupment or reduction.  The NYISO agrees not to charge
        New Mirant of any fees, rates or any other obligation,
        associated with the settlement amount;

    (b) Late payment of the settlement amount will bear interest
        at a rate set by the Federal Energy Regulatory Commission;

    (c) The NYISO will take all necessary steps to withdraw and
        dismiss, with prejudice, the NYISO Claims and the
        Assignment Objection;

    (d) As of the effective date of the Settlement Agreement, the
        Contracts will be deemed assumed and assigned to MET
        pursuant to Section 365, and there are no defaults which
        must be cured, or other amounts which must be paid to
        NYISO, as a condition to the assumption and assignment of
        the Contracts;

    (e) The NYISO waives all arguments and objections to the
        assumption and assignment of the Contracts;

    (f) The parties executed mutual releases on behalf of
        themselves and certain related entities in connection with
        the Settlement Issues; and

    (g) The NYISO acknowledges and reaffirms its agreement and
        obligations under a stipulation which tolls the
        limitations period of certain claims, including those
        pertaining to the NYISO Claims, the Assignment Objection
        and the Lovett Metering Dispute, through and including the
        date that the Bankruptcy Court approves or disapproves the
        Settlement Agreement.

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.


MOUNTAIN VIEW: Moody's Puts Low-B Ratings on $20.5MM Class Certs.
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to nine classes of
notes issued by Mountain View Funding CLO 2006-1, Ltd.

Moody's Ratings:

   * Aaa to the $305,000,000 Class A-1 Floating Rate Notes
     Due April 2019;

   * Aaa to the $40,000,000 Class A-2 Variable Funding
     Floating Rate Notes Due April 2019;

   * Aa2 to the $18,000,000 Class B-1 Floating Rate Notes
     Due April 2019;

   * Aa2 to the $8,000,000 Class B-2 Fixed Rate Notes Due
     April 2019;

   * A2 to the $11,000,000 Class C-1 Floating Rate
     Deferrable Notes April 2019;

   * A2 to the $12,000,000 Class C-2 Fixed Rate Deferrable
     Notes Due April 2019;

   * Baa2 to the $19,500,000 Class D Floating Rate
     Deferrable Notes Due April 2019;

   * Ba2 to the $13,500,000 Class E Floating Rate Deferrable
     Notes Due April 2019; and

   * Ba2 to the $7,000,000 Combination Securities Due April
     2019.

The collateral manager is Seix Advisors.


MOUNT CLEMENS: Fitch Maintains Watch Status Despite Bond Default
----------------------------------------------------------------
Mount Clemens General Hospital is not compliant with bond
documents that require disclosure of its fiscal 2005 audit (year
ended Dec. 31) by May 30, 2006.  Because a letter of credit
extension and financial covenant waivers from a majority of
bondholders have not been received, the audit cannot be released
with an unqualified audit opinion.  Management has indicated that
MCGH will receive an LOC extension and waiver by June 30.  After
the LOC extension and waiver are received, MCGH expects to release
the audit within 30 days.

In most cases, hospitals are legally required by their respective
bond documents to supply audited financial information within 150
to 180 days after their fiscal year-end.  Failure to produce
audited financial information by a specified date is not an event
of default in all cases.  However, Fitch notes that untimely
delivery of financial information is not only a violation of a
hospital's obligation to provide bondholders with continuing
disclosure, but also may indicate financial distress or, at a
minimum, poor management practices.  Fitch will continue to
monitor the timely disclosure of financial information for its
rated portfolio of nonprofit hospitals.

Fitch routinely places health care credits on Rating Watch
Negative in the event of a late audit.  However, Fitch maintains
the Rating Watch Evolving on approximately $82.8 million of
outstanding County of Macomb Hospital Finance Authority hospital
revenue bonds, series 2003B, due to MCGH's decision to enter into
exclusive negotiations with McLaren Health Care Corporation
(McLaren; revenue bonds rated 'AA-' by Fitch) for the purpose of
merging with McLaren.  The Rating Watch Evolving indicates that
the rating could be raised, lowered or maintained over the near
term.  Fitch rates the bonds 'BB'.

MCGH's total operating revenue including affiliates was
approximately $262 million in fiscal 2005 (unaudited).  MCGH
covenants to provide annual and quarterly disclosure to
bondholders.  Recent quarterly disclosure includes a balance
sheet, income statement, statement of cash flows, utilization
statistics, and management discussion and analysis.  Except for
MCGH's audit, disclosure has been timely.

It is anticipated that the merger agreement will be completed by
summer 2006.  When further details of the merger are available,
including timing and debt restructuring plans, Fitch will review
the ratings of both MCGH and McLaren.

                    About McLaren Health Care

Headquartered in Flint, Michigan, McLaren Health Care Corporation
is a large, integrated health care system with a total of 1,207
staffed beds at six hospitals located in the cities of Flint,
Lapeer, Lansing, and Bay City, Michigan.  Total operating revenue
in fiscal 2005 was $1 billion.  McLaren has covenanted to provide
quarterly and annual disclosure to bondholders.

              About Mount Clemens General Hospital

Based in Mt. Clemens, Michigan, Mt. Clemens General Hospital --
http://www.mcgh.com/-- is a 288-bed acute care hospital.  More  
than 460 physicians and 2,600 employees work at MCGH making it one
of Macomb County's top employers.  MCGH provides a full range of
services including cancer and cardiovascular care.  The hospital
operates one of the busiest Emergency Centers in the area and has
recently opened a new Surgery Center.


NETWORTH TECH: Wheeler Herman Expresses Going Concern Doubt
-----------------------------------------------------------
Wheeler, Herman, Hopkins & Lagor, P.A., in Tampa, Florida, raised
substantial doubt about Networth Technologies, Inc.'s ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditor pointed to the Company's operating losses and
capital deficits.

The Company had recurring losses of $2,329,333 and $1,738,094 for
the years ended Dec. 31, 2005 and 2004, respectively, and a
working capital deficiency of $8,680,688 as of Dec. 31, 2005.
The Company is overdue on its debt obligations, and has generated
very little revenue.

The Company believes that its capital requirements will depend on
many factors including the success of the Company's stock post-
merger with Solution Technology International, Inc., which
occurred in May 2005, as well as its sales efforts.  It has
borrowed additional amounts from lending sources as well as
related parties to fund its operations, until the Company can file
a registration statement with the Securities and Exchange
Commission in order to raise $12,000,000 to enable the Company to
expand and carry out its business plan.

The Company reported a $2,329,333 net loss on zero total revenues
for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $501,262 in
total assets and $9,095,688 in total liabilities, resulting in an
$8,594,426 stockholders' deficit.

The Company's Dec. 31, 2005, balance sheet also showed strained
liquidity with zero total current assets available to pay
$8,680,688 in total current liabilities coming due within the next
12 months.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://researcharchives.com/t/s?b96

                    About Networth Technologies

Based in Boca Raton, Florida, Networth Technologies Inc. markets a
web-based, multi-language, multi-currency software solution to the
domestic and international insurance and reinsurance industry.  
The business software is designed to solve one of the well-known
and costly predicaments in the industry -- handling of complex
technical accounting methods and transactions.

Solution Technology International, Inc. and STI Acquisition Corp.,
which originally handled these operations, merged with the Company
pursuant to a plan of merger dated May 19, 2005.


NETWORTH TECH: March 31 Balance Sheet Upside-Down by $8.8 Million
-----------------------------------------------------------------
Networth Technologies, Inc. filed its amended 1st quarter
financial statements for the three months ended March 31, 2006,
with the Securities and Exchange Commission on June 13, 2006.

The Company reported a $222,787 net loss on zero revenues for the
three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $474,326 in
total assets, $9,309,383 in total liabilities, and $8,835,057 in
stockholders' equity deficit.

The Company's March 31 balance sheet also showed strained
liquidity with zero current assets available to pay $9,009,383 in
total current liabilities coming due within the next 12 months.

A full-text copy of the Company's amended financial statements for
the three months ended March 31, 2006, are available for free at
http://researcharchives.com/t/s?b95

                        Going Concern Doubt

Wheeler, Herman, Hopkins & Lagor, P.A., in Tampa, Florida, raised
substantial doubt about Networth Technologies' ability to continue
as a going concern after auditing the Company's consolidated
financial statements for the year ended Dec. 31, 2005.  The
auditor pointed to the Company's operating losses and capital
deficits.

                    About Networth Technologies

Based in Boca Raton, Florida, Networth Technologies Inc. markets a
web-based, multi-language, multi-currency software solution to the
domestic and international insurance and reinsurance industry.  
The business software is designed to solve one of the well-known
and costly predicaments in the industry -- handling of complex
technical accounting methods and transactions.

Solution Technology International, Inc. and STI Acquisition Corp.,
which originally handled these operations, merged with the Company
pursuant to a plan of merger dated May 19, 2005.


NEWAVE INC: Acquires Media Design Firm to Realize Cost Savings
--------------------------------------------------------------
NeWave, Inc. (OTCBulletin Board: NWWV) acquired Santa
Barbara-based One Source Imaging.  OSI is a business-to-business
media design firm offering a full range of services including
graphic design, printing services, data merge, mailing and
finishing.

"The acquisition of OSI allows us to now fully control the
printing and fulfillment process in-house as well as realize
significant cost savings of approximately 15% and 40% respectively
within these areas," NeWave CEO Michael Hill stated.  "The fact
that OSI is a local firm with a solid reputation makes for easy
logistical and cultural assimilation.  Our strategic decisions are
based upon their potential impact on both top line growth as well
as earnings and believe that this acquisition falls within those
parameters."

                    About One Source Imaging

Headquartered in Santa Barbara, California, One Source Imaging --
http://www.osimaging.com/-- is a full service business-to-
business media design firm offering a range of services including
graphic design, printing services, data merge, mailing and
finishing.

                          About NeWave

Goleta, Calif.-based NeWave, Inc. -- http://www.newave-inc.com/--  
is an online auction and e-commerce company, which through its
wholly owned subsidiary, "onlinesupplier.com", is engaged in
providing online solutions and tools to its customers for monthly
membership fees.  NeWave provides its members with a commercial
website, hosting a merchant account (PayPal, Visa & MasterCard)
and access to thousands of high value products and value-added
services.

At March 31, 2006, NeWave's balance sheet showed a stockholders'
deficit of $2,081,761, compared to a 2,854,264 deficit at Dec. 31,
2005.

                          *     *     *

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 29, 2006,
Jaspers + Hall, PC expressed substantial doubt about NeWave's
ability to continue as a going concern after auditing the
Company's financial statements for the year ended Dec. 31, 2005.  
The auditing firm pointed to the Company's recurring losses from
operations.

At March 31, 2006, NeWave, Inc., earned $194,380 of net income,
compared to a net loss of $1,294,180 at March 31, 2005.


OPTION ONE: S&P Affirms Seven Certificate Classes' Low-B Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on class M-1
from Option One Mortgage Loan Trust's series 2002-4 to 'AAA' from
'AA'.  Concurrently, the ratings on 192 classes from 24 Option One
Mortgage Loan Trust transactions, including series 2002-4, were
affirmed.

The upgrade reflects improved current and projected credit support
percentages in the form of excess spread, overcollateralization,
and subordination.  The projected credit support percentage for
this class is 2.24x the loss coverage levels associated with the
raised rating.

The affirmed ratings reflect loss coverage percentages that meet
or exceed the levels necessary to maintain the current ratings.
These transactions benefit from credit enhancement provided by
overcollateralization, excess spread, and subordination.

Additional credit enhancement for series 1999-2, 1999-3, 2000-5,
2001-4, 2002-1, 2002-2, and 2002-3 is provided by financial
guaranty insurance policies issued by either Financial Security
Assurance Inc. ('AAA' financial strength rating) or Radian Asset
Assurance Inc. ('AA' FSR).

As of the May 2006 remittance date, total delinquencies ranged
from 34.52% (series 2001-4) to 3.30% (series 2005-5), while
cumulative losses, as a percentage of the original trust balances,
ranged from 0.00% (series 2005-5) to 5.59% (series 1999-2).  The
outstanding pool balances ranged from 3.91% (series 1999-3) to
93.14% (series 2005-4) of their original sizes.

The pools initially comprised subprime fixed- and adjustable-rate
mortgage loans secured by first liens on one- to four-family
residential properties.
   
Rating Raised:
   
                 Option One Mortgage Loan Trust

                             Rating

                   Series   Class   To    From
                   ------   -----   --    ----
                   2002-4    M-1    AAA    AA
   
Ratings Affirmed:
   
                 Option One Mortgage Loan Trust

     Series   Class                                   Rating
     ------   -----                                   ------
     1999-2   A-5, A-6, A-7, A-8                       AAA
     1999-3   A                                        AAA
     2000-5   A                                        AAA
     2001-4   A                                        AAA
     2001-4   M-1                                      AA
     2002-1   A, M-1                                   AAA
     2002-1   M-2                                      AA+
     2002-1   M-3                                      BBB
     2002-2   A                                        AAA
     2002-2   M-1                                      AA
     2002-2   M-2                                      A
     2002-2   M-3                                      BBB-
     2002-3   A-1, A-2, M-1                            AAA
     2002-3   M-2                                      AA
     2002-3   M-3                                      BBB
     2002-4   M-2                                      A
     2002-4   M-3                                      BBB-
     2002-5   M-1, M-2                                 AAA
     2002-5   M-3                                      AA+
     2002-5   M-4                                      AA
     2002-5   B                                        BBB+
     2002-6   A-1, A-2, M-1                            AAA
     2002-6   M-2                                      A
     2002-6   M-3                                      BBB
     2003-1   A-1, A-2, M-1                            AAA
     2003-1   M-2                                      AA
     2003-1   M-3                                      BBB+
     2003-1   M-4                                      BBB
     2003-2   A-1, A-2, A-3                            AAA
     2003-2   M-1                                      AA+
     2003-2   M-2                                      A
     2003-2   M-3                                      BBB+
     2003-2   M-4                                      BBB
     2003-3   A-1, A-2, A-4                            AAA
     2003-3   M-1                                      AA+
     2003-3   M-1A                                     AA
     2003-3   M-2                                      AA-
     2003-3   M-3                                      A+
     2003-3   M-4                                      A-
     2003-3   M-5                                      BBB+
     2003-3   M-6                                      BBB-
     2003-4   A-1, A-2                                 AAA
     2003-4   M-1                                      AA
     2003-4   M-2                                      A
     2003-4   M-3                                      A-
     2003-4   M-4                                      BBB+
     2003-4   M-5A, M-5F                               BBB
     2003-4   M-6                                      BBB-
     2003-5   A-1, A-2, A-3                            AAA
     2003-5   M-1                                      AA+
     2003-5   M-2                                      AA
     2003-5   M-3                                      AA-
     2003-5   M-4                                      A
     2003-5   M-5                                      BBB+
     2003-5   M-6                                      BBB-
     2003-6   A-1, A-2, A-3                            AAA
     2003-6   M-1                                      AA+
     2003-6   M-2                                      AA
     2003-6   M-3                                      AA-
     2003-6   M-4                                      A
     2003-6   M-5                                      BBB
     2003-6   M-6                                      BBB-
     2004-1   A-1A, A-1B, A-1C, A-2                    AAA
     2004-1   M-1                                      AA+
     2004-1   M-2                                      A+
     2004-1   M-3                                      A
     2004-1   M-4                                      A-
     2004-1   M-5                                      BBB
     2004-1   M-6                                      BBB-
     2004-1   M-7                                      BB+
     2004-2   A-1A, A-1B, A-3, A-4                     AAA
     2004-2   M-1                                      AA+
     2004-2   M-2                                      AA
     2004-2   M-3                                      AA-
     2004-2   M-4                                      A+
     2004-2   M-5                                      A
     2004-2   M-6                                      BBB+
     2004-2   M-7                                      BBB
     2004-3   A-1, A-2, A-3, A-4                       AAA
     2004-3   M-1                                      AA+
     2004-3   M-2, M-3                                 AA
     2004-3   M-4                                      AA-
     2004-3   M-5, M-6                                 A+
     2004-3   M-7                                      A
     2004-3   M-8, M-9                                 A-
     2004-3   M-10                                     BBB+
     2005-1   A-1A, A-1B, A-2, A-3, A-4                AAA
     2005-1   M-1                                      AA+
     2005-1   M-2                                      AA
     2005-1   M-3                                      AA-
     2005-1   M-4                                      A+
     2005-1   M-5                                      A
     2005-1   M-6                                      A-
     2005-1   M-7                                      BBB+
     2005-1   M-8                                      BBB
     2005-1   M-9                                      BBB-
     2005-2   A-1A, A-1B, A-2, A-3, A-4, A-5, A-6      AAA
     2005-2   M-1                                      AA+
     2005-2   M-2                                      AA
     2005-2   M-3                                      AA-
     2005-2   M-4                                      A+
     2005-2   M-5                                      A
     2005-2   M-6                                      A-
     2005-2   M-7                                      BBB+
     2005-2   M-8                                      BBB
     2005-2   M-9                                      BBB-
     2005-3   A-1A, A-1B, A-2, A-3, A-4, A-5           AAA
     2005-3   M-1                                      AA+
     2005-3   M-2                                      AA
     2005-3   M-3                                      AA-
     2005-3   M-4                                      A+
     2005-3   M-5                                      A
     2005-3   M-6                                      A-
     2005-3   M-7                                      BBB+
     2005-3   M-8, M-9                                 BBB-
     2005-3   M-10                                     BB+
     2005-3   M-11                                     BB
     2005-4   A-1, A-2, A-3, A-4                       AAA
     2005-4   M-1                                      AA+
     2005-4   M-2                                      AA
     2005-4   M-3                                      AA-
     2005-4   M-4                                      A+
     2005-4   M-5                                      A
     2005-4   M-6                                      A-
     2005-4   M-7                                      BBB+
     2005-4   M-8                                      BBB
     2005-4   M-9                                      BBB-
     2005-4   M-10                                     BB+
     2005-4   M-11                                     BB
     2005-5   A-1, A-2, A-3, A-4                       AAA
     2005-5   M-1                                      AA+
     2005-5   M-2                                      AA
     2005-5   M-3                                      AA-
     2005-5   M-4                                      A+
     2005-5   M-5                                      A
     2005-5   M-6                                      A-
     2005-5   M-7                                      BBB+
     2005-5   M-8                                      BBB
     2005-5   M-9                                      BBB-
     2005-5   M-10                                     BB+
     2005-5   M-11                                     BB


OWENS CORNING: Objects to Tyree's $1 Million Claim
--------------------------------------------------
On March 11, 2002, Larry E. Tyree Co., Inc., filed Claim No. 5813
in an unliquidated amount, asserting "indemnification and/or
contribution for warranty and environmental claims" with respect
to damages incurred for product failure of the underground storage
tanks of Owens Corning and its debtor-affiliates.

Tyree purchased and installed over 1,000 Owens Corning storage
tanks during the late 1970s through the 1980s.  Tyree attached to
the claim a copy of a complaint filed by Tartan Corp. Liquidating
Trust against Tyree and Owens Corning, which among other things,
is based on Tyree's contribution or indemnification claims with
respect to product failure.

The Debtors disputed Tyree's claims.  At the Debtors' request,
the U.S. Bankruptcy Court for the District of Delaware disallowed
Claim No. 5813.

On March 25, 2002, Tyree filed Claim No. 6049, which in addition
to the copy of the Tartan Complaint, attaches a copy of a summons
and notice of a complaint filed by Lakehill Associates, Inc.,
against Tyree.  Thus, in addition to the claims asserted in the
Tartan Complaint, Claim No. 6049 asserts a claim against the
Debtors for indemnification and contribution with respect to the
Lakehill Complaint.

Tyree amended Claim No. 6049 on March 21, 2005.  Tyree waived all
of its claims against the Debtors with respect to the Lakehill
Complaint, but retained its asserted claims for indemnification
and contribution with respect to the Tartan Complaint.

Pursuant to Section 502 of the Bankruptcy Code, the Debtors asked
the Court to disallow Amended Claim No. 6049 because:

   a. Tyree has no basis to assert a claim against the Debtors
      under the warranty; and

   b. the Amended Claim asserts an unliquidated claim for
      contribution and indemnification.

Tyree has no basis to assert a claim based on the warranty
because the warranties are held by the storage tank owners,
Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, argues.  Tyree purchased the tanks from Owens Corning
and installed them for Tyree's own customers.

In the alternative, the Debtors ask the Court, pursuant to
Section 509(c), to subordinate the Tyree Claim to the claim filed
by Tartan.

The Debtors' books and records show that Tartan filed Claim No.
5942 for $1,000,000.  The Debtors settled the Tartan Claim by
allowing Tartan a general unsecured claim for $335,128.

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)


PARMALAT USA: Court OKs Pact on Industrial Machine's Inspection
---------------------------------------------------------------
Parmalat USA Corporation and Industrial Machine Company are
defendants in a complaint dated August 10, 2004, filed by Ronald
Shaw.  Mr. Shaw, a Parmalat USA employee, asserts claims for
personal injuries he sustained while in the course of his work.

At the time of the accident, Parmalat USA maintained a general
liability insurance policy with Winterthur International.

Industrial Machine has filed two identical proofs of claim --
Claim Nos. 26 and 75 -- each for $222,616 against Farmland
Dairies LLC for prepetition goods and services.  Farmland Dairies
is a Parmalat USA Corp. debtor-affiliate.

The Debtors included in their Schedules of Assets and Liabilities
an amount payable to Industrial Machine totaling $205,997.

The Debtors disputed Industrial Machine's Claims as duplicative.  
At the Debtors' request, the U.S. Bankruptcy Court for the
Southern District of New York disallowed one Industrial
Machine claim.

The Debtors believe that Industrial Machine has received payments
from the Farmland Unsecured Creditors' Trust on account of the
Original Claim.

The Bankruptcy Court, in February 2005, approved a stipulation
between the Debtors and Mr. Shaw modifying the automatic stay to
permit him to conduct an inspection of the Debtors' property
solely to ascertain potentially liable non-Debtor third parties.

In connection with its defense of the Shaw Complaint, Industrial
Machine propounded a discovery demand on the Debtors, seeking to
conduct an inspection of Farmland's property.

To avoid litigation concerning the Discovery Demand, the parties,
in a stipulation approved by the Bankruptcy Court, agree to allow
Industrial Machine to conduct the Inspection pursuant to these
terms:

   a. Farmland will allow Industrial Machine to conduct the
      Inspection, which will be limited to no more than six
      hours, without prejudice to Industrial Machine to seek an
      extension;

   b. To the extent Industrial Machine asserts any claim against
      the Debtors relating the accident, Industrial Machine will
      not be entitled to recover any property of the Debtors or
      their estates, Reorganized Farmland, or the Trust and will
      instead have recourse solely against insurance proceeds
      available under the Policy; and

   c. The Debtors' rights to challenge the validity of any claim
      asserted by Industrial Machine relating to the accident are    
      preserved.

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)


PARMALAT USA: Court Okays Allowance of Bartlett's $250,000 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 Bartlett Dairy, Inc.,
allowing Bartlett's claim against Debtor Farmland Dairies.

Bartlett Dairy's claim relates to a supply agreement it entered
into with Farmland Dairies in November 1998.

Farmland listed in its Schedules of Assets and Liabilities a
general unsecured liability owing to Bartlett under the Supply
Agreement for $145,118.

Bartlett filed two unsecured non-priority claims against Parmalat
USA Corporation and its debtor-affiliates asserting liabilities
based on defective product, negligent substandard service and
business tort:

   Claim No.         Debtor                  Claim Amount
   ---------         ------                  ------------
     703             Parmalat USA Corp.          $500,000
     755             Farmland                   1,500,000

The Debtors objected to the Claims.  The Farmland Unsecured
Creditors' Trust also filed an objection to Claim No. 755.

To avoid further litigation, the Objectors and Bartlett agreed on
a consensual resolution of the Claims.  The parties stipulate
that:

   a. Bartlett will have a $250,000 allowed general unsecured
      claim against Farmland;

   b. any other amounts asserted in the Claims, including Claim
      No. 703, will be disallowed and expunged in their entirety
      with prejudice;

   c. the Allowed Claim will be paid by the Creditors' Trust in
      accordance with the terms of the Plan;

   d. the Debtors and the Trust will be deemed to have withdrawn
      with prejudice the Objections as it relates to Bartlett's
      Claims; and

   e. Bartlett, the Debtors and the Trust will release each other
      from all claims including those arising from or relating to
      the Supply Agreement provided, however, that any amounts
      due and owing by Bartlett to Farmland for invoices
      previously issued or to be issued, net of deductions,
      including $12,748 due for the period beginning August 2005
      through and including March 2006, are preserved.

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)


PARMALAT USA: Perry's Allowed to Pursue N.Y. State Court Action
---------------------------------------------------------------
On July 31, 2002, Perry's Ice Cream Company, Inc., filed a
complaint against New Atlanta Dairies, Inc., and Parmalat USA
Corp., in the Supreme Court of the State of New York, Erie
County.  Perry's alleges that pursuant to an agreement, it
invoiced New Atlanta and Parmalat USA for $209,568.  New Atlanta
is a business unit of Farmland Dairies LLC, a Parmalat USA Corp.
debtor-affiliate.

Perry's filed general unsecured claims against Farmland and
Parmalat USA each for $223,311:

   -- Claim No. 115 against Parmalat USA; and
   -- Claim No. 116 against Farmland.

Subsequently, Perry's filed Claim No. 472 and Claim No. 473 to
amend the claims.

At the Debtors' behest, the U.S. Bankruptcy Court for the Southern
District of New York disallowed Claim Nos. 115 and
116 as amended and superseded claims, and Claim No. 473 as
duplicate of Claim No. 472.

The Debtors later objected to Claim No. 472.  In response,
Perry's amended the Claim by filing Claim No. 1039 at a reduced
amount -- $210,296 -- plus interest, costs, fees and expenses.

Pursuant to the injunction set forth in Parmalat's confirmed
Chapter 11 Plan, Perry's was enjoined from continued prosecution
of the State Court Action.

To resolve and liquidate Claim No. 1039, the Farmland Unsecured
Creditors' Trust and Perry's agree to modify the Plan Injunction
to allow the parties to litigate the State Court Action to final
judgment.

Accordingly, in a stipulation approved by the Bankruptcy Court,
the parties agree that:

   a. the Plan Injunction will be modified as May 3, 2006, to
      permit the parties to litigate the State Court Litigation
      and to take actions as are necessary to exercise their
      rights of appeal, until the rights have been exhausted and
      judgment is final;

   b. the Stipulation will not constitute a modification of the
      Plan Injunction that would allow Perry's to enforce or
      execute upon any judgment in its favor entered by a court
      of competent jurisdiction;

   c. Claim No. 472 is disallowed, as amended and superseded by
      Claim No 1039;

   d. resolution of Claim No. 1039 will be based on the final
      judgment entered in the State Court Action or any related
      settlement; and

   e. if a final judgment is obtained in Perry's favor, Claim No.
      1039 will be deemed allowed for the amount of the judgment
      and will be paid by the Farmland Trust in accordance with
      the Plan.

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)


PAINCARE HOLDINGS: Lenders Waive Debt Terms for $300,000 Payment
----------------------------------------------------------------
Certain members of PainCare Holdings, Inc.'s (Amex: PRZ) senior
management team waived approximately $1.6 million in bonuses
earned, but not paid, over the past three years, and that PainCare
modified its compensation arrangements for future periods.

At the recommendation of senior management and with the approval
of PainCare's Compensation Committee and Board of Directors, CEO
Randy Lubinsky, CFO Mark Szporka and President Ron Riewold have
waived their contractual rights to receive bonuses, collectively
representing approximately $1.6 million earned over 2003, 2004 and
2005, which were based on the level of EBITDA achieved in each
given year.  In future periods, these senior executives have
agreed to reduce their annual bonus consideration to a flat
payment of $200,000 per executive.  However, at the sole
discretion of the Compensation Committee and the Board of
Directors, bonuses may be increased to an amount equal to 150% of
each executive's base salary based on positive performance.  The
Compensation Committee and Board of Directors also approved a
proposal to immediately and fully vest all stock options earned by
PainCare's senior executives under the former compensation
program.

"The revision of our compensation arrangements is an important
step in continuing to drive growth and profitability for the
benefit of our shareholders," Mark Szporka, PainCare's CFO, noted.  
"Randy, Ron and I felt that it was important to move from our
historical EBITDA-based bonuses toward a fixed compensation
arrangement that would more closely align the interests of
management with those of our shareholders.  By waiving our right
to previously-earned bonuses, eliminating the EBITDA-based
component in favor of a fixed compensation level, and vesting our
former options, we believe we have put in place an incentive
structure that will allow us to continue to attract, retain and
motivate experienced management while tying our overall
compensation level to the performance of PainCare's common stock.

                        Lender Agreements

PainCare entered into agreements with Laurus Master Fund, Ltd.,
Midsummer Investment, Ltd. and Islandia, L.P. providing for the
cancellation of approximately 2.6 million warrants originally
issued in connection with private placement transactions completed
in 2003 and 2004 in return for approximately 1.3 million
restricted shares of PainCare common stock.  The closing of this
transaction is subject to approval by the American Stock Exchange.  
Also, Paincare entered into a Letter Agreement with HBK
Investments L.P., PCRL Investments L.P. and Del Mar Master Fund
providing for the one-time waiver of compliance with certain terms
of its debt facility in exchange for a payment of $300,000.

"By accelerating vesting of management options, we believe we will
not be required to mark these options to market on a quarterly
basis going forward," PainCare CEO Randy Lubinsky noted.  
"Similarly, by cancelling the warrants held by Laurus, Midsummer
and Islandia, we believe we will no longer be required to mark
these securities to market on a quarterly basis going forward.  We
are also pleased that our institutional lenders have agreed to
waive any penalties we may have been subjected to due to our
adoption of new accounting policies.  By taking these actions, it
was our goal to allow investors to clearly see the operating
performance of our pain-focused physician practices, surgery
centers and other profit centers without the impact of quarterly
derivative accounting for the warrants we cancelled.  I would
remind investors that the elimination of quarterly charges for the
cancelled warrants will begin being reflected in our financial
results for the second quarter of 2006."

                     About PainCare Holdings

Headquartered in Orlando, Florida, PainCare Holdings, Inc.
http://www.paincareholdings.com/-- is one of the nation's leading  
providers of pain-focused medical and surgical solutions and
services.  Through its proprietary network of acquired or managed
physician practices and ambulatory surgery centers, and in
partnership with independent physician practices and medical
institutions throughout the United States and Canada, PainCare is
committed to utilizing the most advanced science and technologies
to diagnose and treat pain stemming from neurological and
musculoskeletal conditions and disorders.

Through its majority-owned subsidiary, Amphora, the Company is
also engaged in providing advanced Intraoperative Monitoring and
interpretation services to hospitals and surgeons; and through its
wholly-owned subsidiary, Caperian, Inc., PainCare offers medical
real estate and development services.


PEGASUS SATELLITE: Trust Sells TV Broadcast Operations for $49MM
----------------------------------------------------------------
The Liquidating Trustee for The PSC Liquidating Trust, successor-
in-interest to Pegasus Satellite Communications, Inc., and its
debtor-affiliates, entered into an asset purchase agreement for
the sale of the television broadcast operations to MM
Broadcasting, LLC, an affiliate of Silver Point Capital, LP, a
private investment firm.

The purchase price for the assets of the broadcast business is
$49,500,000, subject to higher and better bids and approval by the
U.S. Bankruptcy Court for the District of Maine following an
auction to occur in early August 2006.  In addition, any sale of
the broadcast operations is also subject to the approval by the
Federal Communications Commission.

Stuart Erickson of Miller Buckfire & Co., LLC, is the investment
banker for the Trust and Russell Parks of Akin Gump Strauss Hauer
& Feld, LLP is the lead counsel advising the Trust with this
transaction.

                Beneficiaries' Third Distribution

The Liquidating Trustee reported that a motion for a Third
Distribution to beneficiaries of The PSC Liquidating Trust was
filed on June 5, 2006, for a distribution of up to $21,000,000.  A
hearing to approve the distribution is scheduled for June 29,
2006.  This distribution does not include any proceeds arising
from the sale of the television broadcast operations.

                 Revised Estimates of Recoveries

The Liquidating Trustee revised its estimate of recoveries to the
beneficiaries of the Trust, and posted this revised estimate on
the Trust's website.  The Liquidating Trustee now estimates that
recoveries to beneficiaries of the Trust may range from 50.13% to
52.97% of the claim amount, subject to many variables, which may
effect the final recovery to the beneficiaries.  The Liquidating
Trustee does not guarantee that the final recovery will be within
the estimated range provided in the report to beneficiaries.

A full-text copy of the Liquidating Trustee's June 2006 Revised
Recory Estimate and Status Report is available for free at:

               http://ResearchArchives.com/t/s?ba2

               About The PSC Liquidating Trust

The PSC Liquidating Trust -- http://www.psc-trust.com/-- was
established by order of the Bankruptcy Court for the District of
Maine, pursuant to the First Amended Joint Chapter 11 Plan of
Pegasus Satellite Communications, Inc., and its related direct and
indirect subsidiaries.  The Plan became effective on May 5, 2005.
In accordance with the terms of the Plan, the purpose of the Trust
is to maximize the value of certain of the Debtors' assets, to
evaluate and pursue, if appropriate, rights and causes of actions,
as successor to and representative of the Debtors' estates in
accordance with section 1123(b)(3)(B) of the Bankruptcy Code, and
to make distributions to its beneficiaries.

The Trust is not a public reporting entity and has no reporting
requirements other than those specifically provided for in the
Plan. The Liquidating Trustee has provided the information on the
website only as an accommodation to beneficiaries of the Trust.
The Trust maintains offices in Bala Cynwyd, Pa. and Jackson, Miss.
The Liquidating Trustee maintains offices in New Rochelle, N.Y.

                     About Pegasus Satellite

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Maine Case No. 04-20889) on
June 2, 2004.  Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities.  The Company emerged from
bankruptcy on May 5, 2005.


PLIANT CORP: Bondholders & Shareholders Withdraw Plan Objections
----------------------------------------------------------------
Pliant Corporation reached an agreement with representatives of
its key classes of bondholders and shareholders as part of the
company's financial restructuring.  The parties to the agreement
have agreed to withdraw all objections to confirmation of the
company's Plan of Reorganization.

The agreement was reached with representatives of Pliant's 1st
Lien, 2nd Lien, and Senior Subordinated Noteholders as well as
holders of existing preferred and common stock.  Terms of the
agreement include a 0.225% increase in the interest rate of
Pliant's existing 1st Lien notes, a $4 million cash consent fee
for holders of the company's 2nd Lien notes, and a 1.5% increase
in the allocation of the company's new preferred equity to holders
of Pliant's existing Senior Subordinated Notes.  The company will
file an amended Plan of Reorganization to reflect this updated
agreement.

"Today's agreement is a significant step forward for Pliant's
emergence from Chapter 11," Harold Bevis, President and CEO, said.  
"We look forward to final confirmation of our financial
restructuring plan and a vastly improved balance sheet and cash
flow. This is a terrific result for Pliant."

A hearing on confirmation of Pliant's amended Plan of
Reorganization is scheduled for June 23, 2006 and, if the Plan is
confirmed, the company expects to emerge from Chapter 11 shortly
thereafter.

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.


PRIMUS TELECOM: March 31 Balance Sheet Upside-Down by $246 Mil.
---------------------------------------------------------------
Primus Telecommunications Group, Inc., filed with the Securities
& Exchange Commission its financial report for the quarter ended
March 31, 2006.

For the three months ended March 31, 2006, Primus incurred a
net loss of $15,698,000 on a $272,379,000 net revenue.     

The Company's balance sheet at March 31, 2006, showed
$624,334,000 in total assets, $870,838,000 in total liabilities,
resulting in a $246,504,000 stockholders' deficit.

The Company's balance sheet also showed strained liquidity with
$214,031,000 in total current assets and $258,201,000 in total
current liabilities.     

A full-text copy of Primus Telecommunications' quarterly report
is available for free at http://researcharchives.com/t/s?b47

                       Going Concern Doubt

On March 15, 2006, Deloitte & Touche LLP expressed substantial
doubt about Primus Telecommunications' ability to continue as a
going concern after auditing the Company's financial statements
for the fiscal year ended Dec. 31, 2005.  The auditing firm
pointed to the Company's recurring losses from operations, the
maturity of $23.6 million of the 5-3/4% convertible subordinated
debentures due February 2007, negative working capital, and
stockholders' deficit.

Based in McLean, Virginia, PRIMUS Telecommunications Group,
Incorporated (NASDAQ:PRTL) -- http://www.primustel.com/-- is an  
integrated communications services provider offering international
and domestic voice, voice-over-Internet protocol, Internet,
wireless, data and hosting services to business and residential
retail customers and other carriers located primarily in the
United States, Canada, Australia, the United Kingdom and western
Europe.  PRIMUS provides services over its global network of owned
and leased transmission facilities, including approximately 350
points-of-presence throughout the world, ownership interests in
undersea fiber optic cable systems, 16 carrier-grade international
gateway and domestic switches, and a variety of operating
relationships that allow it to deliver traffic worldwide.


Q.E.P. CO: Lenders Waive Loan Agreement Terms Violation
-------------------------------------------------------
Q.E.P. Co., Inc. (NASDAQ:QEPC), entered, on June 1, 2006, into a
Seventh Amendment and Waiver Agreement to its Second Amended and
Restated Loan Agreement dated as of Nov. 14, 2002, with Bank of
America, N.A. and HSBC Bank USA, National Association.  The
Amendment, among other things, waived the Company's violation of a
financial covenant and modified certain other items.

"We are pleased to have concluded these negotiations with our
lenders," Lewis Gould, Q.E.P.'s Chairman and Chief Executive
Officer, stated.

                           Background

The Company has a loan agreement with the two domestic financial
institutions to provide a revolving credit facility, mortgage and
term note financing.

In March 2005, the Company amended the facility to consolidate
the Company's term notes and increased the amount of borrowing
capacity to $27 million through February 2006 and $29 million
thereafter under the revolving facility under the same formula for
eligible accounts receivable and inventory that previously existed
for the Company.  In addition, the Company received approximately
$3 million of additional term financing under the amendment.  The
amendment provided for repayment of this facility at a rate of
$200,000 per month at an interest rate of Libor plus 2.125% to
Libor plus 2.625%.  The amendment also formally released the
Company's Chairman and Chief Executive Officer of his guaranty
of one of the term loans.  The balance on this term note was
$4.3 million at Feb. 28, 2006.  The revolving facility was also
extended to July 2008.

In June 2005 and December 2005, certain financial covenants of the
loan agreement were amended and, in March 2005 and June 2005, the
Company received a waiver of compliance with certain financial
covenants.  As of Feb. 28, 2006, the term loan had an interest
rate that ranged from Libor plus 2.125% to Libor plus 2.625%,
while the revolver bears an interest rate that ranges from Libor
plus 1.5% to Libor plus 2%.  These loans are collateralized by
substantially all of the Company's assets.  The agreement also
prohibits the Company from incurring certain additional
indebtedness, limits certain investments, advances or loans,
restricts substantial asset sales and capital expenditures and
prohibits the payment of dividends, except for dividends due on
the Company's Series A and C preferred stock.  At Feb. 28, 2006
the rate was Libor (4.63%) plus 2% and the Company had borrowed
approximately $23 million and had $3.6 million available for
future borrowings under its revolving loan facility net of
approximately $400,000 in outstanding letters of credit.

As of Feb. 28, 2006, the Company determined it was in violation of
financial covenants under the Company's credit facility that
required the Company to maintain a certain senior debt to trailing
EBITDA ratio and a certain fixed charge coverage ratio.

On March 20, 2006, the Company was granted a waiver of the non-
compliance of these covenants from the Lenders.  Further, it was
subsequently determined that the Company was in violation of an
additional financial covenant under the Company's credit facility
that required the Company to maintain a certain liabilities to
tangible net worth ratio.

On June 1, 2006, the Company received a waiver of the non-
compliance with this covenant and the Company and its lenders
amended the loan agreement.  Pursuant to the amendment, the
Company:

   (i) modified several of the financial covenants in the loan
       agreement, including covenants that require the Company to
       maintain a certain senior debt to trailing EBITDA ratio, a
       certain fixed charge coverage ratio and a certain
       liabilities to tangible net worth ratio (all as defined in
       the loan agreement);

  (ii) amended the loan agreement to require that lockbox deposits
       will be applied against the revolving loan on a daily
       basis; and

(iii) amended the interest rate applicable to the Company's term
       loan and the revolving loan.  As amended, interest accrues
       on the term loan at a rate per annum equal to, at the
       option of the Company,

       (a) the Prime rate; or
       (b) Libor plus 2.13% to Libor plus 2.88%,

       while the revolving loan accrues interest at a rate per
       annum equal to, at the option of the Company,

       (a) the Prime Rate; or
       (b) Libor plus 1.5% to Libor plus 2.25%.

A full-text copy of the Seventh Amendment and Waiver Agreement is
available for free at http://ResearchArchives.com/t/s?b88

Headquartered in Boca Raton, Florida, Q.E.P. Co., Inc. --
http://www.qep.com/-- founded in 1979, is a leading manufacturer,  
marketer and distributor of a broad line of flooring tools and
accessories for the home improvement and professional installer
markets.  Under brand names Q.E.P., Roberts, Q-Set and O'Tool,
Q.E.P. markets approximately 3,000 products used primarily for
surface preparation and installation of ceramic tile, carpet,
vinyl and wood flooring.  The Company sells its products to large
home improvement retail centers, as well as traditional
distribution outlets in 50 states and around the world.


QCA HEALTH: A.M. Best Says Financial Strength Still Marginal
------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating (FSR) of
C++ (Marginal) of QCA Health Plan, Inc. (QCA) (Little Rock,
Arkansas). The rating outlook has been revised to positive from
stable.

The positive outlook reflects QCA's continued strategy of adequate
pricing and diligent underwriting, resulting in four consecutive
years of net operating gains.  A.M. Best believes this trend could
continue during the medium term, pending no dramatic shifts in the
market's pricing and competitive climate. QCA's medical loss and
administrative cost ratios have also been in the competitive range
for the past four years and are expected to remain stable during
the medium term.  The overhaul of product designs has also helped
to eliminate deficiencies between the health plan and its
competitors, and QCA remains the second-largest managed care
health plan in Arkansas.

The company's risk-based capital is still very weak but has
improved due to retained earnings from favorable operating
performance.  Best's Capital Adequacy Ratio has risen almost 20
points to reach 30% at year-end 2005, given some equity credit to
surplus notes.  Due to its small size, QCA is still vulnerable to
predatory competition but is protected, somewhat, by the strong
desire in the health care and regulatory communities for a viable
alternative in the Arkansas health care insurance market.  
However, QCA has some exposure to both legislative and geographic
risks. Additionally, the company still has yet to achieve optimal
membership levels.

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


QUANTA SERVICES: Obtains $300 Million Revolving Credit Facility
---------------------------------------------------------------
Quanta Services, Inc. (NYSE:PWR) entered into an amended and
restated five-year credit agreement with a syndicate of lenders
led by Bank of America, N.A.  The $300 million senior secured
revolving credit facility matures on June 12, 2011 and replaces
Quanta's previous $182 million credit facility. The amended credit
agreement contains customary financial and other covenants and
provides improved flexibility for certain matters including
acquisitions, investments, capital expenditures, subordinated
indebtedness and debt prepayments.

"We are extraordinarily pleased with the results of our
refinancing efforts during the second quarter of 2006," said James
H. Haddox, CFO of Quanta Services, Inc.  "These refinancing
activities will provide Quanta with increased financial
flexibility, lengthened debt maturities and lower borrowing costs.  
Considering our substantial cash balance, the facility will be
initially used for letters of credit totaling $124.4 million,
which will be priced at 1.625% of the face amount of the letters
of credit versus approximately 3% under the previous credit
facility."

Quanta Services reported the expiration and final results of its
cash tender offer for any and all of its outstanding 4%
Convertible Subordinated Notes due 2007.  The tender offer expired
at midnight, New York City time, on June 13, 2006.

As of the expiration date of the tender offer, $139,227,000
principal amount of the notes, representing approximately 80.7% of
the notes outstanding, had been validly tendered pursuant to the
tender offer, all of which Quanta accepted for payment.  Each
holder who tendered notes on or before the expiration date will
receive $985 in cash for each $1,000 of principal amount of notes
tendered, plus accrued and unpaid interest up to, but not
including, the date the notes are paid pursuant to the offer.

Banc of America Securities LLC, Credit Suisse Securities (USA) LLC
and J.P. Morgan Securities Inc. acted as Dealer Managers in
connection with the tender offer.

As a result of amending the credit agreement and the repurchase of
the convertible notes, Quanta expects to record a charge in the
second quarter of 2006 of approximately $3.2 million related to
the write-off of deferred financing costs.  Partially offsetting
this charge will be a gain on early extinguishment of debt of
approximately $1.6 million, net of the tender offer costs.

A full-text copy of the Amended and Restated Credit Agreement is
available for free at http://ResearchArchives.com/t/s?b93

                         Quanta Services

Quanta Services, Inc. -- http://www.quantaservices.com/-- is a  
leading provider of specialized contracting services, delivering
end-to-end network solutions for electric power, gas,
telecommunications and cable television industries.  The company's
comprehensive services include designing, installing, repairing
and maintaining network infrastructure nationwide.

                          *     *     *

As reported on Troubled Company Reporter on March 16, 2006,
Moody's Investors Service has affirmed the ratings of Quanta
Services, Inc., and changed the ratings outlook to positive from
negative.

The affirmed ratings for Quanta Services, Inc. include Ba3 rating
of $35 million Revolving Credit Facility due 2007, Ba 3 rating of
$150 million Senior Secured Term Loan due 2008, and B1 Corporate
Family rating.


QWEST COMMS: Strong Liquidity Cues S&P to Lift Short-Term Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its short-term rating on
Denver, Colorado-based Qwest Communications International Inc. to
'B-1' from 'B-2'.  The long-term corporate credit rating is 'BB-',
with a positive outlook.

"This upgrade is supported by expectations of continued strong
liquidity and reduced event risk, given expectations that the
proposed shareholder lawsuit settlement related to consolidated
securities action against Qwest will largely address many
remaining overhang concerns," said Standard & Poor's credit
analyst Catherine Cosentino.

The company's cash balance, coupled with availability under its
revolving credit facility and net free cash flow generated, will
provide nearly two times coverage of the anticipated requirements
for capital expenditures and debt maturities through at least
2007.

The upgrade also incorporates the assumption that, beyond the $400
million requirements under the proposed shareholder lawsuit
settlement, there will be no material cash requirements associated
with pending litigation.

The ratings on Qwest reflect the company's weak overall business
position and aggressive financial profile.  While the company is
the dominant local telephone exchange carrier in its 14-state
market, representing some 14.5 million access lines, its
satisfactory business position in its local markets is somewhat
offset by its ongoing presence in the long-haul communications
business.

Standard & Poor's views the long-haul business as having a
vulnerable business risk profile, after suffering from significant
pricing pressures over the past few years because of very
aggressive competition, as well as larger business customers'
migration to new Internet protocol technologies from traditional
circuit-switched services.


SECURITIZED ASSET: Moody's Puts Low-B Ratings on 2 Cert. Classes
----------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Securitized Asset Backed Receivables LLC
Trust 2006-NC2, and ratings ranging from Aa2 to Ba2 to the
subordinate certificates in the deal.

The securitization is backed by NC Capital Corporation originated,
adjustable-rate and fixed-rate, subprime mortgage loans acquired
by Sutton Funding LLC.  The ratings are based primarily on the
credit quality of the loans, and on the protection from
subordination, excess spread, and overcollateralization.

The ratings also receive benefit from an interest-rate swap
agreement and an interest-rate cap agreement, both provided by
Barclays Bank PLC.  Moody's expects collateral losses to range
from 4.80% to 5.30%.

Wells Fargo Bank, National Association will service the loans.   
Moody's has assigned Wells Fargo Home Mortgage, a division of
Wells Fargo Bank, N.A. its servicer quality rating SQ1 as a
primary servicer of subprime first-lien loans.

The complete rating actions:

Securitized Asset Backed Receivables LLC Trust 2006-NC2

Mortgage Pass-Through Certificates, Series 2006-NC2

   * Cl. A-1, Assigned Aaa
   * Cl. A-2, Assigned Aaa
   * Cl. A-3, Assigned Aaa
   * Cl. M-1, Assigned Aa2
   * Cl. M-2, Assigned A2
   * Cl. M-3, Assigned A3
   * Cl. B-1, Assigned Baa1
   * Cl. B-2, Assigned Baa2
   * Cl. B-3, Assigned Baa3
   * Cl. B-4, Assigned Ba1
   * Cl. B-5, Assigned Ba2


SILICON GRAPHICS: Files Joint Plan of Reorganization
----------------------------------------------------
Silicon Graphics, Inc., Silicon Graphics Federal, Inc. and
Silicon Graphics World Trade Corporation delivered to the U.S.
Bankruptcy Court for the Southern District of New York a Joint
Plan of Reorganization on June 15, 2006.

The Plan contemplates that on the effective date, the Reorganized
Debtors may, with the prior consent of the Ad Hoc Committee of
certain holders of the Senior Secured Convertible Notes:

    (a) cause any or all of the Reorganized Debtors or to be
        merged into one or more of the Reorganized Debtors,
        dissolved or otherwise consolidated,

    (b) cause the transfer of assets between or among the
        Reorganized Debtors, or

    (c) engage in any other transaction in furtherance of the
        Plan.

Under their Plan, the Debtors group claims and interests into 13
classes:

Class  Designation            Impairment   Entitled to Vote
-----  -----------            ----------   ----------------
  n/a   Administrative         Unimpaired   No (deemed to accept)
        Expense Claims

  n/a   DIP Financing          Unimpaired   No (deemed to accept)
        Claims

  n/a   Professional           Unimpaired   No (deemed to accept)
        Compensation and
        Reimbursement Claims

  n/a   Indenture Trustee      Unimpaired   No (deemed to accept)
        Fee Claims

  n/a   Priority Tax Claims    Unimpaired   No (deemed to accept)

   1    Other Priority Claims  Unimpaired   No (deemed to accept)

   2    Secured Tax Claims     Unimpaired   No (deemed to accept)

   3    Other Secured Claims   Unimpaired   No (deemed to accept)

   4    Prepetition Credit     Unimpaired   No (deemed to accept)
        Agreement Claims

   5    Secured Note Claims      Impaired   Yes

   6    General Unsecured        Impaired   Yes
        Silicon Graphics Claims

   7    General Unsecured SGI  Unimpaired   No (deemed to accept)
        Federal Claims

   8    SGI Federal Equity     Unimpaired   No (deemed to accept)
        Interests

   9    General Unsecured SGI  Unimpaired   No (deemed to accept)
        World Trade Claims

   10   SGI World Trade        Unimpaired   No (deemed to accept)
        Equity Interests

   11   Subordinated Debenture   Impaired   No (deemed to reject)
        Claims

   12   Subordinated Securities  Impaired   No (deemed to reject)
        Claims

   13   Old Equity Interests     Impaired   No (deemed to reject)

Kathy Lanterman, SGI senior vice president and chief financial
officer, relates that under the Plan:

    (a) holders of Administrative Expense Claims, DIP Financing
        Claims, Professional Compensation and Reimbursement
        Claims, Indenture Trustee Fee Claims, Priority Tax Claims,
        claims under Classes 1 to 4, and claims under Class 7 and
        9 will be paid in full;

    (b) holders of Class 5 Claims will receive their Ratable
        Proportion of 2,500,000 shares of New Common Stock and
        7,500,000 Subscription Rights;

    (c) holders of Class 6 Claims will receive their Ratable
        Proportion of $1,500,000 in cash on the Final Distribution
        Date or as soon as is practicable;

    (d) holders of SGI Federal Equity Interests (Class 8) and SGI
        World Trade Equity Interests (Class 10) will be unaltered;
        and

    (e) holders of claims under Classes 11, 12 and 13 will not
        receive anything under the Plan.

The Plan contemplates the issuance of New Common Stock by
Reorganized Silicon Graphics that will consist of 25,000,000
authorized shares and will be distributed as:

    * 10,000,000 shares will be issued and distributed to the
      holders of Allowed Secured Note Claims;

    * 1,125,000 shares will be distributed to Quadrangle Debt
      Recovery Advisors LLC, Symphony Asset Management LLC and
      Watershed Asset Management, LLC; and

    * a certain number of shares will be distributed pursuant to
      the terms of the New Management Incentive Plan.

Furthermore, under the Plan, each holder of an Allowed Secured
Note Claim will receive Subscription Rights entitling the holder
to purchase its Ratable Proportion of 7,500,000 shares of New
Common Stock.  Holders of Allowed Secured Note Claims will have
the right, but not the obligation, to participate in the Rights
Offering.  The Subscription Purchase Price is $6.67 per share.

A full-text copy of the Debtors' Joint Plan of Reorganization is
available for free at http://researcharchives.com/t/s?b98

                     About Silicon Graphics

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance  
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  (Silicon Graphics Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SILICON GRAPHICS: Walks Away from Eight Executory Contracts
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New York allowed
Silicon Graphics, Inc., and its debtor-affiliates to reject eight
executory contracts.

Gary T. Holtzer, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that the Debtors determined they no longer require several
of their prepetition contracts on a going-forward basis.

The Debtors have preliminarily identified eight unnecessary
contracts that are no longer integral to their ongoing business
operations and that present potentially burdensome liabilities:

    Counterparty                        Description
    ------------                        -----------
    Access Communications               Services Agreement

    Carlyle Market Post Tower, LLC      Service Agreement
    Carlyle Market Post Tower MMR, LLC

    Celestica Corp.                     Supply Agreement

    European Association of             Exhibition Agreement
    Geoscientists & Engineers

    Global Netoptex, Inc.               Consulting Agreement

    Gyro Group, Inc.                    Consulting Agreement

    Transitive Corporation, et al.      Software Integration
                                        and License Agreement

    UGS Corp.                           United States
                                        Interoperability Toolkit
                                        Agreement

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


SILICON GRAPHICS: Gets Final Okay to Honor Prepetition Obligations
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Silicon Graphics, Inc., and its debtor-affiliates'
request to continue their Insurance Programs uninterrupted and to
honor their undisputed prepetition obligations relating to the
Insurance Programs, on a final basis.

In addition, the Court authorizes the Debtors to:

    -- maintain their Insurance Programs without interruption, on
       the same basis, and in accordance with the same practices
       and procedures that were in effect prior to the Petition
       Date; and

    -- pay, in their sole discretion, all obligations arising
       under the Insurance Programs.

The Court directs the Debtors to provide the Official Committee of
Unsecured Creditors with five business days' notice prior to
paying the deductibles to the extent the non-Debtor German
affiliate fails to pay them.  The Committee retains all rights to
object to payment by the Debtors.

A list of the Debtors' Insurance Programs is available for free at
http://ResearchArchives.com/t/s?a28

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


SOVEREIGN BANCORP: Prices $300 Million Capital Securities Offering
------------------------------------------------------------------
Sovereign Bancorp, Inc. (NYSE: SOV) and its wholly owned
subsidiary, Sovereign Capital Trust VI priced an offering of
$300 million aggregate liquidation amount of the Trust's capital
securities due 2036.  The capital securities, when issued, will
represent preferred beneficial interests in the Trust.  
Distributions on the capital securities will accrue from the
original issue date and will be payable, semiannually in arrears
on the 13th day of June and December of each year, beginning on
Dec. 13, 2006 at an annual rate of 7.908%.  The proceeds from the
offering will be used for general corporate purposes.

Citigroup Global Markets, Inc., Bear, Stearns & Co. Inc., J.P.
Morgan Securities Inc. and Santander Investment Securities, Inc.
are acting as joint book-running managers of the offering.  Lehman
Brothers, Morgan Stanley, and Sovereign Securities Corporation are
co-managers.

Based in Philadelphia, Pa., Sovereign Bancorp, Inc. is the parent
company of Sovereign Bank -- http://www.sovereignbank.com/-- a  
pro forma $83 billion financial institution with nearly 800
community banking offices, over 2,000 ATMs and approximately
12,000 team members with principal markets in the Northeast United
States after giving effect to the Independence acquisition and
recently announced branding agreement in which Sovereign ATMs will
be placed in CVS/pharmacy locations.  Sovereign offers a broad
array of financial services and products including retail banking,
business and corporate banking, cash management, capital markets,
wealth management and insurance.  Sovereign is the 18th largest
banking institution in the United States.

                          *     *     *

As reported in the Troubled Company Reporter on April 27, 2006,
Moody's Investors Service assigned a rating of Ba2 to Sovereign
Bancorp's issuance of $200 million of Perpetual Preferred Stock,
which is being issued as part of the financing for Sovereign's
pending acquisition of Independence Community Bank Corp.


STANDARD STEEL: S&P Puts Low-B Ratings on $165 Million Facilities
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Burnham, Pennsylvania-based railcar equipment
manufacturer Standard Steel LLC.

In addition, Standard & Poor's assigned its 'B+' bank loan rating
and '2' recovery rating to the company's $140 million first-lien
credit facility, and assigned its 'B-' bank loan rating and '4'
recovery rating to the company's $25 million second-lien credit
facility.  The outlook is stable.

Proceeds will be used to fund the acquisition of the company by
financial sponsor Trimaran Capital Partners L.P.  Trimaran is
acquiring Standard Steel from the company's previous equity
sponsor, Citigroup Mezzanine Partners.

"The initial ratings on Standard Steel reflect the company's
highly leveraged financial profile and weak business risk profile
as an integrated manufacturer of steel wheels and axles", said
Standard & Poor's analyst James Siahaan.

The company manufactures wheels and axles for railcar
manufacturers, Class 1 railroads, and aftermarket maintenance
providers.


STERLING FINANCIAL: Unit Completes $55 Million Securities Offer
---------------------------------------------------------------
Sterling Financial Corporation (Nasdaq: STSA), bank holding
company of Sterling Savings Bank, reported that a wholly-owned
subsidiary completed the issuance of $55 million of trust
preferred securities.  Sterling Capital Statutory Trust VII
completed the issuance of $55 million of floating rate trust
preferred securities on June 14, 2006.  These securities bear an
initial rate of 6.852%.  The rate will be adjusted quarterly at
the 90-day LIBOR plus 1.52% and mature in 30 years.  The
securities are part of larger pooled offerings, are subordinate to
other borrowings and qualify as capital for regulatory purposes.  
The new trust preferred securities have not been registered and
are not expected to be registered under the Securities Act of
1933, as amended, and may not be sold in the absence of
registration or an exemption from applicable registration
requirements.  The proceeds are expected to be used for general
corporate operating purposes.

                    About Sterling Financial

Sterling Financial Corporation of Spokane, Washington is a bank
holding company, the principal operating subsidiary of which is
Sterling Savings Bank.  Sterling Savings Bank is a Washington
State-chartered, federally insured commercial bank, which opened
in April 1983 as a stock savings and loan association.  Sterling
Savings Bank, based in Spokane, Washington, has financial service
centers throughout Washington, Oregon, Idaho and Montana.  Through
Sterling Saving Bank's wholly owned subsidiaries, Action Mortgage
Company and INTERVEST-Mortgage Investment Company, it operates
loan production offices in the western region.  Sterling Savings
Bank's subsidiary, Harbor Financial Services, provides non-bank
investments, including mutual funds, variable annuities and tax-
deferred annuities and other investment products, through regional
representatives throughout Sterling Savings Bank's branch network.

                          *     *     *

Fitch Ratings affirmed Sterling Financial Corporation's BB+ long-
term issuer rating, B short-term issuer rating, and C individual
rating on June 22, 2005.


STRIKEFORCE TECHNOLOGIES: Files Amended 2005 Financial Statements
-----------------------------------------------------------------
Strikeforce Technologies, Inc., filed an amended Annual Report on
Form 10-KSB/A for the years ended Dec. 31, 2005, and 2004, with
the Securities and Exchange Commission on June 7, 2006.

The purpose of amendment is to restate the Company's financial
statements and to modify the related disclosures.  The restatement
arose from the Company's determination that it had not accounted
for the derivative financial instruments associated with the
Convertible Secured Notes entered into in December 2004 and
January, April and May 2005.

The Company believed that it had accounted for these financial
instruments in accordance with generally accepted accounting
principles and industry standards at that time.  

The Company has determined that the fair value of the derivatives
should have been initially recorded as a liability, with any
changes in the fair value of the derivatives between reporting
dates as a derivative loss or gain, as appropriate.

The Company reported an unchanged $5,174,926 net loss on $30,532
of revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $2,763,814 in
total assets and $4,659,291 in total liabilities, resulting in a
$1,895,477 stockholders' deficit.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $618,345 in total current assets available to pay $1,136,880
in total current liabilities coming due within the next 12 months.

A full-text copy of the Company's revised 2005 Annual Report is
available for free at http://ResearchArchives.com/t/s?b5e

                      Going Concern Doubt

As reported in the Troubled Company Reporter on June 15, 2006,
Massella & Associates, CPA, PLLC, in Syosset, New York, raised
substantial doubt about Strikeforce Technologies, Inc.'s ability
to continue as a going concern after auditing the Company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditor pointed to the Company's recurring losses from
operations, di minimis revenues and working capital deficiency.

StrikeForce Technologies Inc. -- http://www.sftnj.com/-- provides   
total identity assurance solutions to both industry and
government.  Its main product is ProtectID(TM) -- a "hack proof"
authentication solution that guards both businesses and consumers
from phishing, keylogging, malware, spyware and other identity
attacks and scams.


TASMAN PACIFIC: A.M. Best Says Financial Strength is Fair
---------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B-
(Fair) from B+ (Very Good) of Tasman Pacific Insurance Limited
(New Zealand).  The rating remains under review with negative
implications.

The rating action reflects the deterioration in the company's
operating performance as a result of Provincial Finance Limited
being placed in receivership.  A significant volume of Tasman's
business is generated through PFL; therefore, the recent
development in PFL will severely affect Tasman's financial
performance.

The rating also considers Tasman's relatively weak risk-adjusted
capitalization and the risk of potential impairment associated
with its receivables from and investments in PFL.  A.M. Best will
continue to closely monitor the situation as it develops.

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


TRIBUNE CO: Capital Return Prompts Moody's to Downgrade Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded Tribune Company's senior
unsecured debt rating to Ba1 from Baa3 and downgraded its short-
term commercial paper rating to Not Prime from Prime-3 concluding
the review for downgrade initiated on May 30, 2006.  Moody's
assigned a Ba1 Corporate Family Rating to The Tribune Company.  
The outlook is stable.

The downgrade is prompted by management's stated intention to
return capital to shareholders over the intermediate term at a
level that will result in an increase in adjusted debt to over
4.0x EBITDA, and over 10x free cash flow.  Moody's believes that
achievement of the target capital structure may occur through the
current tender offer process or through subsequent actions.

Tribune's plan to divest approximately $500 million of assets and
achieve cost savings of $200 million does not fully mitigate
Moody's concerns raised by the company's increased financial
leverage targets.  The rating reflects Moody's view of the
company's intermediate term financial risk tolerance despite
recognition that the Chandler Trusts' 13d filing may force the
board to further consider alternate approaches to enhancing
shareholder value.

The stable outlook considers Tribune's commitment to reduce debt
over the intermediate term, and its ability to improve its
operating trends and margins through cost-cutting, and its leading
positions in the markets its serves partially mitigates Moody's
concerns over intermediate term event and execution risks.  
Moody's expects Tribune's print and broadcast operations will
remain under secular pressures that include cross-media and
internet competition and declining circulation.

Tribune Company, headquartered in Chicago, Illinois, is a leading
media company with operations in television and radio
broadcasting, publishing, education and interactive services.

Downgrades:

Issuer: Times Mirror Company, The

   * Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
     from Baa3

Issuer: Tribune Company

   * Commercial Paper, Downgraded to NP from P-3

Issuer Rating, Downgraded to Ba1 from Baa3

   * Senior Unsecured Medium-Term Note Program, Downgraded to Ba1
     from Baa3

   * Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
     from Baa3

   * Senior Unsecured Shelf, Downgraded to (P)Ba1 from (P)Baa3

   * Subordinated Conv./Exch. Bond/Debenture, Downgraded to Ba2
     from Ba1

   * Subordinated Shelf, Downgraded to (P)Ba2 from (P)Ba1

Assignments:

Issuer: Tribune Company

   * Corporate Family Rating, Assigned Ba1

Outlook Actions:

Issuer: Times Mirror Company, The

   * Outlook, Changed To Stable From Rating Under Review

Issuer: Tribune Company

   * Outlook, Changed To Stable From Rating Under Review


TRIPPERS INC: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Trippers' Inc.
        aka Trippers
        350 Frandor Avenue, Suite 2
        Lansing, Michigan 48912
        Tel: (517) 336-0717

Bankruptcy Case No.: 06-02750

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: June 15, 2006

Court: Western District of Michigan (Grand Rapids)

Debtor's Counsel: Kevin B. Schumacher, Esq.
                  Glassen Rhead McLean Campbell & Schumacher
                  533 South Grand Avenue
                  Lansing, Michigan 48933
                  Tel: (517) 482-3800
                  Fax: (517) 482-8253

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                          Claim Amount
   ------                          ------------
Lansing Retail                          $56,893
Center-Deferred
300 Frandor Avenue
Lansing, MI 48912

Spartan Sports Network                  $53,259
2169 North Cedar Street
Holt, MI 48842

Lansing Retail Center LLC               $36,849
300 Frandor
Lansing, MI 48912

GFS                                     $35,376

IRS                                     $34,496

State of Michigan                       $17,538

Chase                                   $11,950

American Express                        $11,676

Gary Tyler                              $11,103

Lansing State Journal                   $10,472

American Express-Optima                 $10,143

City of Lansing                          $9,695

Reid and Reid                            $9,254

National City Credit Card                $6,279

Stafford Smith                           $5,862

Heffron Talent                           $4,220

Gunthorpe Plumbing                       $3,736

NP Premium Finance Co.                   $3,132

BMI                                      $2,682


TRITON CDO: Moody's Junks Rating on $26.7 Million Class B Notes
---------------------------------------------------------------
Moody's Investors Service upgraded the rating on the following
notes issued in 1999 by Triton CDO IV, Limited, a high yield
collateral bond obligation issuer:

   * $169,000,000 Class A First Priority Senior Floating
     Rate Notes Due 2010

     Prior Rating: A1, on watch for possible upgrade
  
     Current Rating: Aaa

Moody's downgraded the rating on this note issued by Triton CDO
IV, Limited:

   * $26,750,000 Class B Second Priority Senior Floating
     Rate Notes Due 2010

     Prior Rating: B1, on watch for possible downgrade

     Current Rating: Caa2

The rating action with respect to the Class A notes reflects the
significant delevering of the transaction which more than offset
the unfavorable aspects of the transaction's performance,
according to Moody's.  As of the last trustee report, the Class A
has delevered $165,473,714.  Only 2.09% of the original balance
remains outstanding.

The rating action with respect to the Class B Notes reflects the
deterioration in the credit quality of the transaction's
underlying collateral portfolio and the continued failure of
certain collateral and structural tests, according to Moody's.  

As reported in the April 2006 trustee report, the weighted average
rating factor of the portfolio was 4590, significantly higher than
the transaction's trigger level of 2755, the overcollateralization
ratios for the Class A Notes, Class B Notes, Class C Notes and
Class D Notes were 94.3%, 59.79% and 47.94% respectively, well
below the transaction's trigger levels of 121.0%, 115.5% and
105.5%.

The interest coverage tests with respect to the Class A Notes,
Class B Notes, Class C Notes and Class D Notes were also far below
their trigger levels.  Class A/B IC test was 34.6%, compared to a
trigger level of 140.0%, Class C IC test was 3.9%, compared to a
trigger level of 125.0% and the Class D IC test was 1.9%, compared
to a trigger level of 115.0%.


TRM CORP: Establishes $109 Million Credit Facility
--------------------------------------------------
TRM Corporation has established a $109,500,000 credit facility
that it used to refinance a credit agreement, dated Nov. 19, 2004,
with Bank of America, NA.

The new facility consists of three related agreements:

     1) a $45,500,000 credit agreement, dated June 6, 2006 with
        TRM ATM Corporation, TRM Copy Centers (USA) Corporation,
        GSO Origination Funding Partners LP, and Wells Fargo
        Foothill, Inc., serving as administrative agent, revolving
        lender, swing line lender and L/C issuer;
  
     2) a $40,000,000 second lien loan agreement, dated June 6,
        2006, with the Borrower Subsidiaries, the GSO Fund, the
        other lenders and WWF; and
  
     3) a o12,903,919.57 facility agreement, dated June 6, 2006,
        between the Company's wholly owned subsidiary, TRM (ATM)
        Limited and GSO Luxembourg Onshore Funding SarL, as the
        original lender, facility agent and security agent.

                       Credit Refinancing

On June 6 and 7, 2006, TRM Corp refinanced its Prior Credit
Facility, thereby terminating that facility.  The aggregate payoff
amount under the Prior Credit Facility was $89,818,923.94
including o2,002,435.10 used to repay the revolving loan portion
of the Prior Credit Facility.

In addition, the Company provided $3,990,000 of cash collateral
for the existing letter of credit issued by Bank of America that
secures the Company's obligations under the U.S. vault cash
arrangements and provided $4,500,000 of cash collateral for
obligations to Bank of America under a treasury management program
with it.

The Company expects to transfer the letter of credit and treasury
management program to WFF within 30 to 60 days at which time the
cash collateral will be released.  Approximately $4,500,000 of the
cash collateral will be applied at that time to reduce the
Company's  obligations under the term loan portion of the First
Lien Credit Agreement.
  
              Obligations Under New Credit Agreement

The First Lien Credit Agreement consists of a $30.5 million term
loan facility and $15 million of revolving commitments.  There is
a letter of credit sublimit of $6.0 million under the revolving
loan commitment.  The Second Loan Agreement consists of a $40
million term loan.  Borrowings under the Credit Agreements are
guaranteed by two of the Company's indirect subsidiaries, Access
Cash International LLC and TRM (Canada) Corporation.

Under the First Lien Credit Agreement, both the revolving loans
and the term loan bear interest at the London Interbank Offered
Rate plus 4.0% while, under the Second Loan Agreement, the term
loan bears interest at LIBOR plus 7.0%.  Interest on all loans is
payable quarterly.

Under the First Lien Credit Agreement, TRM must pay quarterly
installments of principal of $65,000, commencing September 30,
2006, with the remaining unpaid principal due at maturity.  Under
the Second Loan Agreement, the Company must pay the entire
principal balance at maturity.  The revolving and term loans under
the First Lien Credit Agreement mature on June 6, 2011.  The term
loan under the Second Loan Agreement matures on June 6, 2012.

The Credit Agreements contain affirmative and negative covenants
that restrict the Company's activities and those of its
subsidiaries, including, among other things, restrictions on debt,
liens, investments, dispositions and dividends.  The Credit
Agreements also contain mandatory prepayment events and events of
default relating to customary matters, including payment and
covenant defaults, cross defaults relating to other indebtedness,
insolvency, loss of access to cash to service at least 80% of the
Company's ATM machines at the present level and loss of material
contracts.

Upon a default, WFF will, at the request of, or may, with the
consent of the required lenders, accelerate the maturity of the
loans and/or exercise remedies available to it and the lenders.
Under the First Lien Credit Agreement, WFF may also terminate both
the commitment of each lender to make loans under the revolving
loan portion of the facility and WFF's obligation to issue letters
of credit, and require us and the other borrowers to provide cash
collateral as security for any outstanding letters of credit.

TRM Ltd. entered into the UK Facility Agreement on June 6, 2006,
which consists of a o12,903,919.57 term loan.  TRM Ltd. must make
quarterly principal payments of o32,259.80 each commencing
September 30, 2006 with the remaining principal balance becoming
due on June 6, 2011.  The loan bears interest at LIBOR plus 4.0%
plus an amount intended to compensate GSO Lux for reserve
requirements at the Bank of England or the European Central Bank
with respect to the loan.  The UK Facility Agreement contains
affirmative and negative undertakings that restrict TRM Ltd.'s
activities, including, among other things, restrictions on debt,
liens, investments, dispositions and dividends.  The UK Facility
Agreement also contains mandatory prepayment events and events of
default relating to customary matters, including non-payment,
cross defaults relating to other indebtedness and insolvency.  
Upon a default, GSO Lux may accelerate the maturity of the loan.
  
                           About TRM Corp

Headquartered in Portland, Oregon, TRM Corporation (NASDAQ: TRMM)
-- http://www.trm.com/-- is a consumer services company that   
provides convenience ATM and photocopying services in high-traffic
consumer environments.  TRM's ATM and copier customer base has
grown to over 35,000 retailers throughout the United States and
over 46,200 locations worldwide, including 6,400 locations across
the United Kingdom and over 4,900 locations in Canada.  TRM
operates one of the largest multi-national ATM networks in the
world, with over 22,000 locations deployed throughout the United
States, Canada, Great Britain, including Northern Ireland and
Germany.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 23, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Portland, Oregon-based TRM Corporation to 'CCC' from
'B+' and revised its CreditWatch placement to developing from
negative.  The downgrade reflected the weakened status of the
company's loan agreement.

As reported in the Troubled Company Reporter on Mar. 23, 2006,
Moody's Investors Service downgraded the corporate family rating
of TRM Corporation to Caa1 from B2 and assigned a negative
outlook.


US AIRWAYS: Flight Attendants Outraged by Management Stock Options
------------------------------------------------------------------
While flight attendants from US Airways and America West, both
represented by the Association of Flight Attendants-CWA, are
wading through negotiations for a combined contract, the airline's
management team was busy exercising over eight million dollars in
stock options.  Yet despite their sudden increase in wealth,
management refuses to recognize that flight attendant sacrifices
need to be repaid.

"US Airways flight attendants gave over $150 million in contract
concessions, including termination of our pensions, in order for
the airline to survive and be a partner in the merger," Mike
Flores, US Airways Master Executive Council President, said.  "For
former America West executives, who absent the merger would likely
be in bankruptcy court themselves, to now cash in pre-arranged
merger created stock options and grants is just beyond obscene."

According to UBS Financial Services, US Airways Vice President
of Sales and Marketing, Scott Kirby cashed in a total of over
$4 million, while their Chief Administrative Officer Jeff
McClelland made $2.2 million before tax. General Counsel Jim Walsh
and Chief Financial Officer Derek Kerr made pre-tax earnings of
$1.53 and $1.1 respectively.

Negotiations have been largely unproductive with even simple non-
economic issues unresolved.

"If management's attitude at the bargaining table continues,
predictions of a smooth merger will fall short," said Gary
Richardson, America West Master Executive Council President.  
"Given the company's intransigence on simple matters so far, it is
hard to see how an agreement could be reached by the company's
target date."

For over 60 years, the Association of Flight Attendants --
http://www.afanet.org/-- has been serving as the voice for flight  
attendants in the workplace, in the aviation industry, in the
media and on Capitol Hill.  More than 46,000 flight attendants at
20 airlines come together to form AFA-CWA, the world's largest
flight attendant union.  AFA is part of the 700,000-member strong
Communications Workers of America (CWA), AFL-CIO.

                         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.


USG CORP: Asks Court to Okay $1.72MM Federal Insurance Settlement
-----------------------------------------------------------------
During the 1980s, Sea Insurance Company issued primary insurance
policies to Beadex Manufacturing Co., a predecessor to Beadex LLC,
a USG Corporation debtor-affiliate.  The remaining primary
coverage amount under the Insurance Policies is slightly in excess
of $1,700,000.

As successor to Sea Insurance's obligations, Federal Insurance
Company is required to pay liabilities and defense costs
including asbestos personal injury claims, in connection with
certain losses covered by the Insurance Policies.

Beadex LLC was acquired by USG Corporation in 2000.  Certain
Beadex LLC files implied that one or more of the Federal
Insurance parties had also issued additional umbrella insurance
policies to Beadex Manufacturing aggregating $11,000,000.

However, the party that sold Beadex LLC to the Debtors never had
a copy of any Potential Umbrella Policies or even the policy
numbers for those policies.

After conducting a diligent inquiry and search of their books and
records, the Federal Parties agreed to represent that they have
been unable to locate either an original or a copy of any of the
Potential Umbrella Policies or any secondary evidence of their
existence.

Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that since the filing of their
First Amended Joint Plan of Reorganization, the Debtors -- in
consultation with the Official Committee of Asbestos Personal
Injury Claimants and Dean Trafelet, legal representative for
future asbestos claimants -- conducted discussions with Federal
Insurance concerning a contribution of its policy limits to the
Asbestos Personal Injury Trust under the Plan in exchange for the
granting of a Settling Insurer status to the Federal Parties.

Federal Insurance was willing to make a contribution, but has
insisted that the Potential Umbrella Policies do not exist.

Following arm's-length negotiations, the parties, as well as the
PI Committee and the Futures Representative, agreed to a full and
final settlement that releases and terminates all rights,
obligations and liabilities, if any, that the Parties may owe one
another with respect to the Subject Policies.

The salient terms of the Settlement Agreement include:

   (1) Federal Insurance will pay, by wire transfer, $1,723,00
       for the benefit of the Asbestos Personal Injury Trust in
       full satisfaction of all obligations that the Federal
       Parties may have under the Subject Policies, within 30
       business days after a "Trigger Date," or the date after
       which:

          -- an order approving the settlement has become a
             final order; and

          -- the Plan has been confirmed, is not subject to a
             stay, and has become effective.

   (2) Effective upon the payment date of the Settlement Amount,
       the USG parties, the Asbestos Personal Injury Trust, and
       the Federal Parties will exchange mutual releases and
       covenants in connection with the Subject Policies.

   (3) In exchange for the Settlement Amount:

          (i) the Debtors, prior to the Plan confirmation
              hearing, will modify the Plan to designate the
              Federal Parties as Settling Insurers, and delete
              that portion of the Plan that includes the
              Potential Umbrella Policies as insurance policies
              to be transferred to the Asbestos Personal Injury
              Trust; and

         (ii) the Debtors will ask that the Plan confirmation
              order expressly provide that the Federal Parties
              are Settling Insurers and Protected Parties
              entitled to receive the benefits and protections of
              the "Asbestos Permanent Channeling Injunction" as
              defined in the Plan.

   (4) The Settlement Agreement becomes null and void if, among
       other things:

          -- court approval is not obtained;

          -- the Debtors confirm a plan other than the current
             Plan; or

          -- the Bankruptcy Court or any other court with
             jurisdiction enters and order providing that the
             Federal Parties are not Settling Insurers, or that
             narrows the scope of the Asbestos Permanent
             Channeling Injunction or its application to exclude
             the Federal Parties.

By this motion, the Debtors ask the Bankruptcy Court to approve
the Settlement Agreement pursuant to Rule 9019(b) of the Federal
Rules of Bankruptcy Procedure.

Mr. Heath tells Judge Fitzgerald that absent the Agreement, the
outcome of any litigation with the Federal Parties is uncertain,
considering that the Debtors do not have copies of the Potential
Umbrella Policies or any related policy numbers.

Mr. Heath asserts that it is not clear that those policies ever
existed or that the Debtors could ever prove their existence.  He
says that there is no guarantee that the results of any
litigation with the Federal Parties over the Potential Umbrella
Policies or otherwise would prove more favorable to the Debtors
upon completion of a trial and any appeals than the Settlement
Agreement.

In addition, Mr. Heath contends that any litigation attempting to
prove the existence of the Potential Umbrella Policies would
likely prove to be expensive and lengthy.  Any potential Plan
objections that the Federal Parties might file could cause the
Debtors to incur substantial additional legal fees, costs and
other expenses. Litigation regarding any potential Plan
objections could also delay the Debtors' efforts to confirm the
Plan and emerge from Chapter 11.

                          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)


W.R. GRACE: Acquires Basell's Catalyst Manufacturing Assets
-----------------------------------------------------------
W. R. Grace & Co. (NYSE:GRA) has acquired the custom catalyst
manufacturing assets of Basell, USA, located at Edison, New
Jersey, as well as Basell's components business.  The business
will be integrated into the Grace Davison operating segment.  
Financial terms of the transaction were not disclosed.

Polyolefin catalysts and catalyst supports are essential
components in the manufacture of resins used for a wide variety of
industrial and consumer plastic applications.  Grace Davison is a
leading global provider of specially designed, high performance
catalyst systems and catalyst supports.

The acquisition expands Grace's product portfolio and increases
Grace's polyolefin catalyst manufacturing capabilities.  Grace
Davison has been expanding its specialty catalyst product group
with the strategy of becoming a full range catalyst solutions
provider, most recently acquiring Single-Site Catalysts, LLC, a
supplier of organometallic catalysts, in Chester, Pennsylvania.

According to Gregory E. Poling, President, Grace Davison, "This
acquisition reflects our commitment to strengthen and expand our
competencies in the polyolefin industry.  Our position is to
provide high-performance, high-value catalyst solutions to help
our customers accelerate the growth of their business."

"This acquisition is all about capability and reliability," said
Anthony J. Dondero, Vice President and General Manager, Grace
Davison Specialty Catalysts.  "It will help us deliver performance
to customers who need to access a full range of capabilities and
provides greater reliability of supply."

                         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: CHL Administration Holds $1.7 Million Unsec. Claim
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware allowed CHL
Administration, Inc.'s claim at a reduced amount against W.R.
Grace & Co. and its debtor-affiliates.  CHL Administration's claim
is cut 65% to $1.7 million.

CHL Administration filed the claim asserting an unsecured,
non-priority claim for an unliquidated amount relating to
remediation of a property in 7737 N.E. Killingsworth, in Portland,
Oregon.  CHL Administration purchased the property from Grace in
1970.

Claim No. 851 alleged that Grace was liable to CHL Administration
for remedial action costs pursuant to Oregon law and response
costs under the Comprehensive Environmental Response,
Compensation and Liability Act.

Subsequently, the Debtors objected to Claim No. 851.  In the
course of discussions regarding cost recovery on the
Killingsworth Street Property, CHL Administration provided to the
Debtors documentation supporting its $4,800,000 estimate of the
total costs to complete remediation.  The costs consist of:

   -- $1,500,000 in past investigation costs;

   -- $730,000 in remaining costs to complete the ODEQ-approved
      onsite remedy; and

   -- $2,570,000 in estimated future costs for offsite
      investigation and possible remediation.

Following consensual negotiations, the parties reached a
settlement, which provides for the resolution and allowance of
Claim No. 851 as an unsecured, prepetition, non-priority claim
for $1,700,000.

Under the Settlement, CHL Administration will not be entitled to
interest on the allowed amount with respect to any period before
the effective date of a continued Chapter 11 plan or plans with
respect to the Debtors.

The $1,700,000 Settlement Amount represents approximately 35% of
the total investigation and remediation costs.  Under one method
of allocating responsibility, Grace could be responsible for as
much as 64% of the response costs based on the years of
chlorinated pesticide formulating activities at the site.  CHL
Administration has argued that Grace is responsible for
substantially all of the response costs.

Furthermore, the Settlement provides that all other amounts
outlined in or related to Claim No. 851 will be disallowed and
expunged.  CHL Administration will be forever barred from
asserting any additional claims against the Debtors with respect
to the matters covered by the Settlement, including all costs of
investigation, remediation, monitoring and maintenance associated
with releases at or emanating from the Killingsworth Street
Property.

CHL Administration also agrees to indemnify the Debtors against
any and all claims under CERCLA or the Oregon Environmental
Cleanup Law by any party at any time with respect to the Settled
Matters.

In the event that the Settlement becomes null and void for any
reason, Claim No. 851 will be deemed fully reinstated, subject,
however, to the Debtors' defenses, counterclaims and offsets, and
credits for payments that CHL Administration has received.

However, neither the Settlement nor its nullification pursuant to
its terms will create a right that does not presently exist for
CHL Administration or any other party to file additional claims
with respect to those matters, nor waive any defense that the
Debtors may have against those claims.

CHL Administration also agrees to settle its claim for a lesser
sum than it believes is due, in reliance on the proposed
treatment of general unsecured claims described in the Debtors'
amended joint plan of reorganization dated January 13, 2005.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub LLP, in Wilmington, Delaware, told the Bankruptcy
Court that under the 2005 Plan, general unsecured claims in Class
9 would be paid in full, with payment being made 85% in cash and
15 % in common stock of the reorganized Grace.

In recognition of that reliance, CHL Administration has the
option to void the Settlement if the Plan that is ultimately
confirmed with respect to Grace does not provide for the full
payment of Claim No. 851 in the allowed Settlement amount, or as
soon as practicable, with the payment being at least 85% in cash
and any remainder in common stock of the reorganized Grace.

That option, however, is for the sole benefit of CHL
Administration, Mr. O'Neill says.  In the event CHL
Administration sells or assigns its claim to another party at any
time before the payment under the confirmed plan, that option
terminates.

                         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: Exclusive Periods Extended as Mediation Continues
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extends the
period within which only W.R. Grace & Co. and its debtor-
affiliates can file a chapter 11 plan or reorganization and can
solicit acceptances of that plan through and including the next
omnibus hearing on July 24, 2006.

Judge Fitzgerald also extends the appointment of Sam C. Pointer,
Jr., as plan mediator through and including July 24.

As previously reported, battles ensued over the Debtors'
exclusivity periods.  The Official Committee of Asbestos Property
Damage Claimants asked the Court to deny W.R. Grace & Co.'s
request for extension because their argument supporting the
extension of the exclusive periods until after the rulings in
respect of the claims estimation proceedings cannot meet their
burden of establishing "cause" of the Bankruptcy Code.

Lisa L. Coggins, Esq., at Ferry, Joseph & Pearce, P.A., in
Wilmington, Delaware, notes that after the Estimations are
concluded and regardless of their outcome, the parties will
still be faced with Grace's Plan of Reorganization, which cannot
be confirmed as a matter of law.  Even if Grace is successful,
through the Estimations, in achieving a ruling that the
aggregate amount of asbestos claims does not exceed the
US$1,483,000,000 proposed cap in the Plan, the Plan's defects
will still remain, as indicated by the PD Committee's objection
to Grace's Disclosure Statement.

                         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.  


WACHOVIA BANK: S&P Puts Low-B Ratings on Six Certificate Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Wachovia Bank Commercial Mortgage Trust's $1.619
billion commercial mortgage pass-through certificates series
2006-C26.

The preliminary ratings are based on information as of June 15,
2006.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

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 loans; and

   * the geographic and property type diversity of the loans.

Class A-1, A-2, A-PB, A-3, A-1A, A-M, A-J, B, C, and D notes are
currently being offered publicly.  Standard & Poor's analysis
determined that, on a weighted average basis, the pool has a debt
service coverage of 1.29x, a beginning LTV of 101.1%, and an
ending LTV of 92.8%.

Preliminary Ratings Assigned:

             Wachovia Bank Commercial Mortgage Trust
       
                            Preliminary    Recommended credit
     Class     Rating         amount            support
     -----     ------      -----------    ------------------
     A-1        AAA        $35,786,000         30.000%
     A-2        AAA       $214,858,000         30.000%
     A-PB       AAA        $85,647,000         30.000%
     A-3        AAA       $662,284,000         30.000%
     A-1A       AAA       $229,955,000         30.000%
     A-M        AAA       $175,505,000         20.000%
     A-J        AAA       $138,209,000         12.125%
     B          AA         $30,713,000         10.375%
     C          AA-        $17,551,000          9.375%
     D          A          $28,519,000          7.750%
     E          A-         $19,745,000          6.625%
     F          BBB+       $19,744,000          5.500%
     G          BBB        $21,938,000          4.250%
     H          BBB-       $19,744,000          3.125%
     J          BB+         $4,388,000          2.875%
     K          BB          $6,581,000          2.500%
     L          BB-         $4,388,000          2.250%
     M          B+          $4,387,000          2.000%
     N          B           $6,582,000          1.625%
     O          B-          $4,387,000          1.375%
     P          NR         $24,132,767          0.000%
     X-C*       AAA     $1,755,043,767*          N/A
     X-P*       AAA     $1,698,267,000           N/A
     WM         BBB-       $10,000,000           N/A
     
* Interest-only class with a notional amount.  NR -- Not rated.
N/A -- Not applicable.


WASTE SERVICES: Plans to Seek Changes to Senior Credit Facility
---------------------------------------------------------------
Waste Services, Inc. (Nasdaq: WSII) intends to seek certain
modifications to its existing senior credit facility in order to
provide more flexible terms, including the ability to increase the
size of its Canadian revolving credit facility and to allow the
potential redemption of its outstanding preferred stock.

On April 30, 2004, the Company entered into new Senior Secured
Credit Facilities with a syndicate of lenders.  The Credit
Facilities consist of a five-year revolving credit facility in the
amount of $60 million, up to $15 million of which is available to
the Company's Canadian operations, and a seven-year term loan
facility in the amount of $100 million.  The Credit Facilities
bear interest based upon a spread over base rate or Eurodollar
loans, as defined, at our option.  The Credit Facilities are
secured by substantially all of the assets of our U.S. restricted
subsidiaries.  As of March 31, 2006, there were no amounts
outstanding on the revolving credit facility, while $22.6 million
of capacity was used to support outstanding letters of credit.

The Company's Credit Facilities, as amended, contain certain
financial and other covenants that restrict the Company's ability
to, among other things, make capital expenditures, incur
indebtedness, incur liens, dispose of property, repay debt, pay
dividends, repurchase shares and make certain acquisitions.  The
Company's financial covenants include:

     (i) minimum consolidated interest coverage,
    (ii) maximum total leverage and
   (iii) maximum senior secured leverage.

The covenants and restrictions limit the manner in which the
Company conducts its operations and could adversely affect its
ability to raise additional capital.  As of March 31, 2006, the
Company is in compliance with the financial covenants, as amended,
and it expects to continue to be in compliance in future periods.

Headquartered in Burlington, Ontario, Waste Services, Inc. --
http://www.wasteservicesinc.com/-- is a multi-regional integrated  
solid waste services company that provides collection, transfer,
disposal and recycling services in the United States and Canada.

                          *     *     *

As reported in the Troubled Company Reporter on March 28, 2006,
Moody's Investors Service affirmed Waste Services, Inc.'s B2
rating on the $60 million guaranteed senior secured credit
facilities due 2009; B2 rating on the $200 million guaranteed
senior secured Term Loans due 2011; Caa2 rating on $160 million
guaranteed senior subordinated notes due 2014; and B3 Corporate
Family Rating.  The ratings outlook remains stable.

The affirmation is in anticipation of the completion of the
acquisition of Liberty Waste, LLC and Sun Country Materials, LLC
which had been announced by the company in February 2006.  The
acquisition is for a purchase price of approximately $39.2 million
and is expected to be financed through a combination of debt and
equity.  The affirmation of the ratings acknowledges the partial
financing of the acquisitions through equity and the resulting
modest reduction in financial leverage.  Moody's favorable view of
the intended purchases also takes into consideration expected
benefits from increased internalization and overall position in
the Tampa market.


WESTON NURSERIES: Will Sell Assets Next Month
---------------------------------------------
Weston Nurseries, Inc., will hold an auction of its 655-acre
property next month to get the company out of debt, MetroWest
Daily News reports.

According to a weekend newspaper ad, all bids are due July 17,
2006, with a minimum offer of $29.5 million if the buyer purchases
stock in the company or $37 million if the purchaser buys the
entire land.  The Court will choose the winning bidder on July 31.

Watne Mezitt, co-owner of the land said in a phone interview with
Cathy Flynn, writing for MetroWest, the sale of the property will
gain protection from creditors and secures cash for the future.

Mr. Mezitt noted that bidders could purchase the company stock at
a lower price than purchasing the land because it would save him
capital gains taxes on the sale.  The winning bidder would still
be able to develop the land even if they don't purchase it
completely, Mr. Mezitt added.

Headquartered in Hopkinton, Massachusetts, Weston Nurseries, Inc.,
-- http://www.westonnurseries.com/-- is central New England's  
premier resource in designing, creating, and enjoying outdoor
living areas.  Weston Nurseries grows and sells quality plants,
trees, shrubs, and perennials.  The Company filed for chapter 11
protection on Oct. 14, 2005 (Bankr. D. Mass. Case No. 05-49884).
Alan L. Braunstein, Esq., at Riemer & Braunstein, LLP, represents
the Debtor in its restructuring efforts.  Michael J. Fencer, Esq.,
and Steven C. Reingold, Esq., at Jager Smith, PC, represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
of $10 million to $50 million.


WILLIAMS COS: Settles Shareholder Lawsuit for $290 Million
----------------------------------------------------------
Williams Companies, Inc., disclosed that it has reached an
agreement in principle to settle class-action shareholder
litigation filed on behalf of purchasers of Williams securities
between July 24, 2000, and July 22, 2002.

Under the terms of the agreement, Williams will pay $290 million
to plaintiffs, subject to court approval.  The settlement will be
funded through a combination of insurance proceeds and cash on
hand, and will not have a material effect on the company's
liquidity position.  Of the total settlement, Williams expects to
pay approximately $145 million to $220 million in cash to fund the
settlement, while it expects the balance to be funded by its
insurers.

Williams plans to record a second-quarter, pre-tax charge in the
same dollar range as its expected cash outlay.  On an after-tax
basis, the charge is estimated to be approximately $98 million to
$148 million, or 16 cents to 24 cents per diluted share.  The
exact amount of the charge within the aforementioned range is
subject to final determination and timing of certain insurer
coverage allocations.  The company considers the charge a non-
recurring item.

Williams noted that it chose to settle this litigation as part of
the company's efforts to resolve legacy issues and move forward
with its plans for profitable growth.

Williams and the plaintiffs plan to file definitive settlement
agreements in early August with the U.S. District Court for the
Northern District of Oklahoma.  The settlement would be funded
within 30 days of the court's preliminary approval of the
agreement, which could occur as soon as mid-August.

Williams and various other parties to the agreements do not admit
to any liability by the company, its directors or officers.  In
addition, there were no findings of any violation of federal
securities laws.

The agreement is exclusive of the company's litigation with
plaintiffs representing a class of Williams Communications
securities purchasers.  That suit is pending in U.S. District
Court for the Northern District of Oklahoma.

Headquartered in Tulsa, Oklahoma, Williams Companies, Inc. --
http://www.williams.com/-- through its subsidiaries, primarily   
finds, produces, gathers, processes and transports natural gas.
The company also manages a wholesale power business.  Williams'
operations are concentrated in the Pacific Northwest, Rocky
Mountains, Gulf Coast, Southern California and Eastern Seaboard.

                          *     *     *

As reported in the Troubled Company Reporter on May 17, 2006,
Fitch upgraded Williams Companies' outstanding senior unsecured
debt and issuer default rating to 'BB+' from
'BB'.

As reported in the Troubled Company Reporter on May 8, 2006,
Standard & Poor's Ratings Services raised to 'BB-' from 'B+' The
Williams Cos. Inc.'s corporate credit rating, including
Northwest Pipeline Corp., Transcontinental Gas Pipe Line Corp.,
and Williams Production RMT Co.  S&P said the outlook is positive.


WILLIAMS PARTNERS: Prices Private Offering of $150 Mil. Sr. Notes
-----------------------------------------------------------------
Williams Partners L.P. (NYSE: WPZ) priced its private offering of
$150 million aggregate principal amount of senior unsecured notes
due 2011.  The senior notes priced at par with a coupon of 7.5%.
The offering is expected to close on June 20, 2006.

Williams Partners intends to use the net proceeds of the offering
to fund a portion of the purchase price for its acquisition of a
25.1% interest in Williams Four Corners LLC, a subsidiary of The
Williams Companies, Inc. (NYSE: WMB), which at closing will own
certain natural gas gathering, processing and treating assets in
the San Juan Basin in Colorado and New Mexico.

                     About Williams Partners

Headquartered in Tulsa, Oklahoma, Williams Partners L.P. --
http://www.williamslp.com/-- primarily gathers, transports and  
processes natural gas and fractionates and stores natural gas
liquids. The general partner is Williams Partners GP LLC.

                          *     *     *

As reported in the Troubled Company Reporter on June 13, 2006,
Moody's Investors Service assigned first-time ratings to Williams
Partners L.P.  Moody's assigned a Ba3 Corporate Family Rating and
a Ba3 senior unsecured rating to WPZ's proposed $150 million notes
issue.  Moody's also assigned a Speculative Grade Liquidity Rating
of SGL-3.  The outlook is stable.


WINN-DIXIE: Sunrise Properties Buys Four Stores for $2 Million
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
approves the Asset Purchase Agreements with respect to:

    (a) four stores purchased by Sunrise Properties, LLC:

                  Store No.       Purchase Price
                  ---------       --------------
                     208               $5,000
                     211            1,000,000
                     339              990,000
                    2330                5,000

    (b) Store No. 215 purchased by 99 Cent Supercenter, LLC, for
        $80,000

The landlords for Store Nos. 211 and 339 objected to Winn-Dixie
Stores, Inc., and its debtor-affiliates' proposed cure amounts for
the Stores and to the Debtors' ability to assume and assign their
leases to Sunrise Properties.

The landlords for Store Nos. 208 and 2330 failed to file an
objection.  By agreement, the landlord for Store No. 2330 did not
file any objection, having approved the assumption and assignment
of its lease.

To resolve the Sale Objection, the Debtors and Sunrise entered
into an Amended Purchase Agreement pursuant to which Sunrise
agreed to exercise its right to designate an assignee for the
lease of Store No. 211 and equipment located at the Store, and
reduce the aggregate purchase price of Store Nos. 208, 211, 339,
and 2330, to $2,000,000.

The Debtors and Sunrise have provided or will provide the
landlords of the Leases with adequate assurance of future
performance pursuant to Section 365 of the Bankruptcy Code.

Specifically, with respect to Store No. 2330, Sunrise will
provide an irrevocable letter of credit of $260,000 issued by a
financial institution for a term of three years to secure
Sunrise' obligations under the Store lease.

The Debtors and 99 Cent agree that the cure for Store No. 215 is
$38,386.

Undisputed cure amounts, if any, will be paid at Closing.  Unless
resolved by the parties, the Court will schedule a hearing on the
Cure Objections.

Except for the Cure Objections for Store Nos. 211 and 339, the
Court overrules, on the merits, all objections that have not been
withdrawn or settled at or before the Sale Hearing.

The Debtors' transfer of the Assets to the Purchasers and their
designees will be a legal, valid, and effective transfer of the
Assets.

The Court finds that the purchasers and their designees provided
the Debtors with reasonably equivalent value and fair
consideration for the Assets under the Bankruptcy Code and
applicable non-bankruptcy law.  For that reason, the transfer may
not be avoided under Section 363(n) of the Bankruptcy Code.

                 SKS Properties Amends Cure Amount

SKS Properties, L.C., owner and landlord with respect to Store
No. 6559 tells the Court that its previously asserted cure amount
for the Store did not include amount that have not yet been
billed or had not yet become due under the Lease.

Nina M. LaFleur, Esq., counsel for SKS Properties, tells the
Court that her client has obtained final billing amounts for
water, sewer, and other amounts required under the Lease.

The updated Cure Amount for Store No. 659 is $56,086.

Accordingly, SKS Properties asks the Court to sustain its
Objection and set the Cure Amount at $56,086, plus any additional
amounts due under the Lease.

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: South Florida Investment Buys Hollywood Tract for $6M+
------------------------------------------------------------------
Judge Funk of the U.S. Bankruptcy Court for the Middle District of
Florida grants Winn-Dixie Stores, Inc., and its debtor-affiliates'
request to sell the Hollywood Tract to South Florida Investment
Group, LLC, for $6,250,000.

Judge Funk directs all entities in possession of the Assets to
surrender the Assets to the Debtors.  The Debtors are authorized
to release their Interests in, and Claims against, the
Assets.

The Court clarifies that the Debtors' transfer of the Assets to
South Florida Investment Group will not result in the Buyer
having any liability:

    (a) for any Claim or Interest against the Debtors or against
        an insider of the Debtors; or

    (b) to the Debtors except as expressly stated in the Purchase
        Agreement and the Order.

                      Broward County Responds

The Broward County Tax Collector tells the Court that its liens
for ad valorem real estate taxes for 2006 and subsequent years
are included as permitted encumbrances in accordance to the Real
Estate Purchase Agreement.

Brian T. FitzGerald, Esq., counsel for Broward County, asserts
that, although not stated in the Debtors' request, the 2005 ad
valorem real estate taxes for the Hollywood Tract are due and
have not yet been paid.  The Broward County Tax Collector's liens
for the 2005 taxes constitute a claim and interest in the
Hollywood property.

The total amount outstanding, delinquent 2005 ad valorem real
estate taxes, is $85,087.

Mr. FitzGerald contends that the full amount, with statutory
interest, should be paid at the closing of any sale of the
Hollywood Tract in accordance with state law and customary
business practice, and the Broward County Tax Collector's lien
for the 2005 ad valorem taxes will attach to the proceeds of any
sale.

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)


* BOND PRICING: For the week of June 12 - June 16, 2006
-------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
ABC Rail Product                     10.500%  01/15/04     0
ABC Rail Product                     10.500%  12/31/04     0
Adelphia Comm.                        3.250%  05/01/21     1
Adelphia Comm.                        6.000%  02/15/06     0
Adelphia Comm.                        7.500%  01/15/04    48
Adelphia Comm.                        7.750%  01/15/09    49
Adelphia Comm.                        7.875%  05/01/09    46
Adelphia Comm.                        8.125%  07/15/03    49
Adelphia Comm.                        8.375%  02/01/08    47
Adelphia Comm.                        9.250%  10/01/02    49
Adelphia Comm.                        9.375%  11/15/09    46
Adelphia Comm.                        9.500%  02/15/04    50
Adelphia Comm.                        9.875%  03/01/05    47
Adelphia Comm.                        9.875%  03/01/07    50
Adelphia Comm.                       10.250%  06/15/11    52
Adelphia Comm.                       10.250%  11/01/06    47
Adelphia Comm.                       10.500%  07/15/04    51
Adelphia Comm.                       10.875%  10/01/10    47
Aetna Industries                     11.875%  10/01/06     8
Allegiance Tel.                      11.750%  02/15/08    45
Allegiance Tel.                      12.875%  05/15/08    32
Amer & Forgn Pwr                      5.000%  03/01/30    58
Amer Color Graph                     10.000%  06/15/10    69
Amer Plumbing                        11.625%  10/15/08    18
Antigenics                            5.250%  02/01/25    57
Anvil Knitwear                       10.875%  03/15/07    58
Armstrong World                       6.350%  08/15/03    71
Armstrong World                       6.500%  08/15/05    72
Armstrong World                       7.450%  05/15/29    71
Arvin Capital I                       9.500%  02/01/27    70
At Home Corp.                         0.525%  12/28/18     2
Atlantic Coast                        6.000%  02/15/34    19
Atlas Air Inc                         9.702%  01/02/08    74
Autocam Corp.                        10.875%  06/15/14    61
Banctec Inc                           7.500%  06/01/08    74
Bank New England                      8.750%  04/01/99     6
Big V Supermarkets                   11.000%  02/15/04     0
Builders Transpt                      6.500%  05/01/11     1
Burlington North                      3.200%  01/01/45    54
CCH II/CCH II CP                     10.250%  01/15/10    66
Cell Therapeutic                      5.750%  06/15/08    58
Charter Comm Hld                      9.625%  11/15/09    75
Charter Comm Hld                     10.000%  05/15/11    61
Charter Comm Hld                     11.125%  01/15/11    63
Charter Comm Inc                      5.875%  11/16/09    75
Chic East Ill RR                      5.000%  01/01/54    61
CIH                                   9.920%  04/01/14    59
CIH                                  10.000%  05/15/14    59
CIH                                  11.125%  01/15/14    61
CMI Industries                        9.500%  10/01/03     0
Collins & Aikman                     10.750%  12/31/11    31
Color Tile Inc                       10.750%  12/15/01     1
Comcast Corp.                         2.000%  10/15/29    40
CPNL-Dflt12/05                        4.000%  12/26/06    27
CPNL-Dflt12/05                        4.750%  11/15/23    46
CPNL-Dflt12/05                        6.000%  09/30/14    41
CPNL-Dflt12/05                        7.625%  04/15/06    69
CPNL-Dflt12/05                        7.750%  04/15/09    70
CPNL-Dflt12/05                        7.750%  06/01/15    34
CPNL-Dflt12/05                        7.875%  04/01/08    70
CPNL-Dflt12/05                        8.500%  02/15/11    46
CPNL-Dflt12/05                        8.625%  08/15/10    47
CPNL-Dflt12/05                        8.750%  07/15/07    70
CPNL-Dflt12/05                       10.500%  05/15/06    69
Cray Research                         6.125%  02/01/11    10
Curagen Corp.                         4.000%  02/15/11    74
Curative Health                      10.750%  05/01/11    58
Dal-Dflt09/05                         9.000%  05/15/16    25
Delco Remy Intl                       9.375%  04/15/12    57
Delco Remy Intl                      11.000%  05/01/09    61
Delphi Trust II                       6.197%  11/15/33    66
Delta Air Lines                       2.875%  02/18/24    25
Delta Air Lines                       7.700%  12/15/05    27
Delta Air Lines                       7.900%  12/15/09    25
Delta Air Lines                       8.000%  06/03/23    26
Delta Air Lines                       8.187%  10/11/17    36
Delta Air Lines                       8.270%  09/23/07    75
Delta Air Lines                       8.300%  12/15/29    27
Delta Air Lines                       8.540%  01/02/07    70
Delta Air Lines                       8.540%  01/02/07    71
Delta Air Lines                       8.950%  01/12/12    66
Delta Air Lines                       9.200%  09/23/14    68
Delta Air Lines                       9.250%  03/15/22    25
Delta Air Lines                       9.320%  01/02/09    73
Delta Air Lines                       9.375%  09/11/07    74
Delta Air Lines                       9.480%  06/05/06    58
Delta Air Lines                       9.590%  01/12/17    67
Delta Air Lines                       9.750%  05/15/21    25
Delta Air Lines                       9.875%  04/30/08    68
Delta Air Lines                       9.950%  06/01/06    70
Delta Air Lines                       9.950%  06/01/06    70
Delta Air Lines                      10.000%  06/01/07    66
Delta Air Lines                      10.000%  06/01/08    66
Delta Air Lines                      10.000%  06/01/09    66
Delta Air Lines                      10.000%  06/01/10    66
Delta Air Lines                      10.000%  06/01/10    67
Delta Air Lines                      10.000%  06/01/11    51
Delta Air Lines                      10.000%  06/01/12    63
Delta Air Lines                      10.000%  08/15/08    26
Delta Air Lines                      10.060%  01/02/16    74
Delta Air Lines                      10.125%  05/15/10    28
Delta Air Lines                      10.375%  02/01/11    27
Delta Air Lines                      10.375%  12/15/22    27
Delta Air Lines                      10.500%  04/30/16    69
Deutsche Bank NY                      8.500%  11/15/16    65
Diva Systems                         12.625%  03/01/08     1
Dov Pharmaceutic                      2.500%  01/15/25    57
Dov Pharmaceutic                      2.500%  01/15/25    59
Dura Operating                        9.000%  05/01/09    57
Dura Operating                        9.000%  05/01/09    59
DVI Inc                               9.875%  02/01/04    13
Eagle-Picher Inc                      9.750%  09/01/13    66
Emergent Group                       10.750%  09/15/04     0
Encysive Pharmacy                     2.500%  03/15/12    75
Epix Medical Inc.                     3.000%  06/15/24    67
Exodus Comm. Inc.                    11.625%  07/15/10     0
Falcon Products                      11.375%  06/15/09     3
Federal-Mogul Co.                     7.375%  01/15/06    63
Federal-Mogul Co.                     7.500%  01/15/09    58
Federal-Mogul Co.                     8.160%  03/06/03    59
Federal-Mogul Co.                     8.250%  03/03/05    63
Federal-Mogul Co.                     8.330%  11/15/01    47
Federal-Mogul Co.                     8.370%  11/15/01    58
Federal-Mogul Co.                     8.370%  11/15/01    59
Federal-Mogul Co.                     8.800%  04/15/07    58
Finova Group                          7.500%  11/15/09    29
Ford Motor Co                         6.500%  08/01/18    68
Ford Motor Co                         6.625%  02/15/28    66
Ford Motor Co                         7.125%  11/15/25    69
Ford Motor Co                         7.400%  11/01/46    68
Ford Motor Co                         7.500%  08/01/26    69
Ford Motor Co                         7.700%  05/15/97    68
Ford Motor Co                         7.750%  06/15/43    68
Ford Motor Cred                       5.650%  01/21/14    74
Ford Motor Cred                       5.750%  01/21/14    75
Ford Motor Cred                       5.750%  02/20/14    74
Ford Motor Cred                       5.750%  02/20/14    74
Ford Motor Cred                       6.000%  01/20/15    74
Ford Motor Cred                       6.000%  01/21/14    72
Ford Motor Cred                       6.000%  02/20/15    75
Ford Motor Cred                       6.000%  03/20/14    75
Ford Motor Cred                       6.000%  11/20/14    73
Ford Motor Cred                       6.000%  11/20/14    74
Ford Motor Cred                       6.000%  11/20/14    74
Ford Motor Cred                       6.050%  02/20/14    73
Ford Motor Cred                       6.050%  02/20/15    74
Ford Motor Cred                       6.050%  04/21/14    73
Ford Motor Cred                       6.050%  12/22/14    73
Ford Motor Cred                       6.050%  12/22/14    73
Ford Motor Cred                       6.050%  12/22/14    74
Ford Motor Cred                       6.100%  02/20/15    74
Ford Motor Cred                       6.150%  01/20/15    75
Ford Motor Cred                       6.200%  03/20/15    74
Ford Motor Cred                       6.250%  01/20/15    75
Ford Motor Cred                       6.250%  03/20/15    75
Ford Motor Cred                       7.500%  08/20/32    67
Gateway Inc.                          2.000%  12/31/11    72
GB Property Fndg                     11.000%  09/29/05    62
General Motors                        7.400%  09/01/25    71
General Motors                        8.100%  06/15/24    73
Glenoit Corp                         11.000%  04/15/07     0
GMAC                                  5.900%  10/15/19    73
GMAC                                  6.000%  09/15/19    75
GMAC                                  6.125%  10/15/19    74
Golden Books Pub                     10.750%  12/31/04     0
Graftech Intl                         1.625%  01/15/24    72
Gulf States Stl                      13.500%  04/15/03     0
HNG Internorth                        9.625%  03/15/06    33
Imperial Credit                       9.875%  01/15/07     0
Inland Fiber                          9.625%  11/15/07    60
Insight Health                        9.875%  11/01/11    45
Iridium LLC/CAP                      10.875%  07/15/05    29
Iridium LLC/CAP                      11.250%  07/15/05    28
Iridium LLC/CAP                      13.000%  07/15/05    30
Iridium LLC/CAP                      14.000%  07/15/05    30
Isolagen Inc.                         3.500%  11/01/24    69
Kaiser Aluminum & Chem.               8.800%  07/01/10    75
Kaiser Aluminum & Chem.               9.875%  02/15/02    54
Kaiser Aluminum & Chem.              10.875%  10/15/06    58
Kaiser Aluminum & Chem.              12.750%  02/01/03     9
Kellstrom Inds                        5.500%  06/15/03     0
Kellstrom Inds                        5.750%  10/15/02     0
Kevco Inc                            10.375%  12/01/07     0
Kmart Corp.                           8.990%  07/05/10     7
Kmart Corp.                           9.780%  01/05/20    10
Kmart Funding                         9.440%  07/01/18    43
Lehman Bros Hldg                     10.000%  10/30/13    73
Liberty Media                         3.250%  03/15/31    75
Liberty Media                         3.750%  02/15/30    58
Liberty Media                         4.000%  11/15/29    63
Lifecare Holding                      9.250%  08/15/13    72
Macsaver Financl                      7.400%  02/15/02     2
Macsaver Financl                      7.600%  08/01/07     3
Merisant Co                           9.500%  07/15/13    68
Metamor WorldWide                     2.940%  08/15/04     1
MSX Int'l Inc.                       11.375%  01/15/08    66
Muzak LLC                             9.875%  03/15/09    62
New Orl Grt N RR                      5.000%  07/01/32    66
Northern Pacific RY                   3.000%  01/01/47    54
Northern Pacific RY                   3.000%  01/01/47    54
Northwest Airlines                    6.625%  05/15/23    46
Northwest Airlines                    7.248%  01/02/12    40
Northwest Airlines                    7.625%  11/15/23    46
Northwest Airlines                    7.875%  03/15/08    45
Northwest Airlines                    8.700%  03/15/07    49
Northwest Airlines                    8.875%  06/01/06    48
Northwest Airlines                    9.179%  04/01/10    25
Northwest Airlines                    9.875%  03/15/07    48
Northwest Airlines                   10.000%  02/01/09    47
Northwest Stl&Wir                     9.500%  06/15/01     0
NTK Holdings Inc                     10.750%  03/01/14    71
Nutritional Src.                     10.125%  08/01/09    65
Oakwood Homes                         8.125%  03/01/09    10
Oscient Pharm                         3.500%  04/15/11    70
Osu-Dflt10/05                        13.375%  10/15/09     0
O'Sullivan Ind                       10.630%  10/01/08    59
Outboard Marine                       7.000%  07/01/02     0
Outboard Marine                      10.750%  06/01/08     9
Overstock.com                         3.750%  12/01/11    68
Overstock.com                         3.750%  12/01/11    69
PCA LLC/PCA Fin                      11.875%  08/01/09    22
Pegasus Satellite                     9.625%  10/15/49    10
Pegasus Satellite                    12.375%  08/01/06     9
Pegasus Satellite                    12.500%  08/01/07    10
Phar-Mor Inc                         11.720%  09/11/02     1
Piedmont Aviat                        9.900%  11/08/06     0
Piedmont Aviat                       10.350%  03/28/11     0
Pixelworks Inc.                       1.750%  05/15/24    70
Pliant-DFLT/06                       13.000%  06/01/10    40
Pliant-DFLT/06                       13.000%  06/01/10    47
Polaroid Corp.                        6.750%  01/15/02     0
Polaroid Corp.                        7.250%  01/15/07     0
Primedex Health                      11.500%  06/30/08    65
Primus Telecom                        3.750%  09/15/10    50
Primus Telecom                        8.000%  01/15/14    67
Radnor Holdings                      11.000%  03/15/10    62
Read-Rite Corp.                       6.500%  09/01/04     9
Reliance Group Holdings               9.000%  11/15/00    20
RJ Tower Corp.                       12.000%  06/01/13    71
Salton Inc                           12.250%  04/15/08    73
Silicon Graphics                      6.500%  06/01/09    71
Solectron Corp.                       0.500%  02/15/34    70
Startec Global                       12.000%  05/15/08     0
Tekni-Plex Inc.                      12.750%  06/15/10    74
Tom's Foods Inc                      10.500%  11/01/04     9
Toys R Us                             7.375%  10/15/18    73
Transtexas Gas                       15.000%  03/15/05     0
Tribune Co                            2.000%  05/15/29    67
Triton Pcs Inc.                       8.750%  11/15/11    73
Triton Pcs Inc.                       9.375%  02/01/11    73
UHS-Call06/06                         0.426%  06/23/20    56
United Air Lines                      7.270%  01/30/13    45
United Air Lines                      7.870%  01/30/19    47
United Air Lines                      9.020%  04/19/12    58
United Air Lines                      9.350%  04/07/16    30
United Air Lines                      9.560%  10/19/18    58
United Air Lines                     10.020%  03/22/14    45
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.250%  01/15/49    11
US Air Inc.                          10.610%  06/27/07     0
US Air Inc.                          10.680%  06/27/08     2
US Air Inc.                          10.700%  01/01/49    20
US Air Inc.                          10.850%  01/01/49    48
US Air Inc.                          11.200%  03/19/05     0
Werner Holdings                      10.000%  11/15/07    21
Wheeling-Pitt St                      5.000%  08/01/11    73
Wheeling-Pitt St                      6.000%  08/01/10    73
Winsloew Furniture                   12.750%  08/15/07    20
Winstar Comm                         14.000%  10/15/05     0
Winstar Comm Inc                     10.000%  03/15/08     0
World Access Inc.                     4.500%  10/01/02     4
World Access Inc.                    13.250%  01/15/08     4

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero Jainga, Joel Anthony 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 ***