TCR_Public/060623.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, June 23, 2006, Vol. 10, No. 148

                             Headlines

A PARTNERS: Senior Lienholder Gets Relief from Stay to Foreclose
ACCESS WORLDWIDE: Gets Default Confirmation from CapitalSource
ACCESS WORLDWIDE: Sells Telemanagement Services for $10.5 Million
ACCESS WORLDWIDE: Issues Promissory Note & Warrants for $2 Mil.
AIRESURF NETWORKS: Provides Update on Financial Statement Filings

AMCAST INDUSTRIAL: Hires Equity Partners as Financial Advisor
AMCAST INDUSTRIAL: Employs Keen Realty as Real Estate Consultant
AMERICAN MEDIA: Updates Guidance on FY 2006 Debt Covenant Results
AMERICAN TECH: April 30 Working Capital Deficit Tops $4.3 Million
AMERICAN TECH: Dr. Gary From Replaces Frank Jackson as CFO

AMRESCO RESIDENTIAL: S&P Cuts Rating on Class B-1F Certs. to D
ARMOR HOLDINGS: S&P Rates Proposed $400 Million Subor. Notes at B+
BEAZER HOMES: Increases Revolving Credit Facility by $250 Million
BIJOU-MARKET: Hires Edi Thomas to Litigate Employment Issues
BRIDGE INFORMATION: District Court Affirms Welch Carson Settlement

BURGER KING: Fitch Assigns BB Rating to $1.1 Billion Facilities
CALPINE CORP: Names Gregory L. Doody as EVP and General Counsel
CARGO CONNECTION: March 31 Balance Sheet Upside-Down by $8.5 Mil.
CHEMTURA CORPORATION: CEO Robert Wood Renews Employment Pact
CLEARSTORY SYSTEMS: Files Form 15 with SEC to Deregister Stock

DANA CORPORATION: Can Continue Divestiture Program Obligations
DANA CORPORATION: Court Approves Spicer Share Purchase Agreement
DOMINION RESOURCES: S&P Rates Proposed $300 Million Notes at BB+
DORAL FINANCIAL: Completes Sale of $2.5 Billion of Mortgage Loans
DPL INC: Deleveraging Prompts Moody's to Upgrade Ratings

DS WATERS: Moody's Upgrades Ratings on $307 Million Loan to B3
ED CATES: Case Summary & 11 Largest Unsecured Creditors
EL POLLO: Gets Lenders' Requisite Consents for Indenture Changes
ENRON CORP: BroadBand Unit Insists i2 Technologies Owes $1.01MM
ENRON CORP: Inks Stipulation Reclassifying Revolving Credit Claims

EXTENDICARE INC: Board Approves Proposed Company Reorganization
FALCONBRIDGE LTD: Xstrata Gets Canadian Anti-Trust Clearance
FEDERAL-MOGUL: Has Until August 1 to Make Lease-Related Decisions
FIRSTLINE CORP: David Cranshaw Appointed as Chapter 11 Trustee
FIRSTLINE CORP: Court Okays Termination of Stone & Baxter's Work

FORD MOTOR: Unveils 2007 Lineup Amidst Declining SUV Sales
FORT DEARBORN: S&P Rates Proposed $105 Million Facilities at B-
FOUNTAIN IMAGING: Case Summary & 58 Largest Unsecured Creditors
GB HOLDINGS: Panel Files Amended Disclosure Statement in N.J.
GOODYEAR TIRE: Will Cut Private Label Mfg. In North America by 1/3

HARDWOOD P-G: Hires Aaron Posnik as Auctioneers
HEALTHSOUTH CORP: Gen. Counsel Gregory Doody to Resign on July 17
HIGH VOLTAGE: Ch. 11 Trustee Wants PBGC's Multi-Mil. Claims Junked
HILCORP ENERGY: Moody's Rates $200 Million Sr. Unsec. Notes at B3
HONEY CREEK: Court Approves Second Amended Disclosure Statement

HONEY CREEK: Can Hire Caine Mitter as Interest Rate Consultants
IMMUNE RESPONSE: Discloses $7.5 Mil. Principal Balance on Notes
INERGY L.P.: Selling 3.75 Million Common Units in Public Offering
INTERNATIONAL COAL: Prices $175 Million of 10-1/4% Senior Notes
INTERNATIONAL GALLERIES: Can Hire Cox Smith as Substitute Counsel

INTERNATIONAL HELICOPTER: Case Summary & 11 Largest Creditors
INTERSTATE BAKERIES: Wants to Sell Medford Property for $1.7 Mil.
INTERSTATE BAKERIES: Wants $7.5M Chubb Surety Bond Program Okayed
INTERSTATE BAKERIES: Wants MO Labor Dept.'s Security Motion Denied
IRIDIUM SATELLITE: S&P Assigns B- Rating with Negative Outlook

J.P. MORGAN: Fitch Lifts Rating on $37.9 Mil. Class Certificates
J.P. MORGAN: Fitch Puts Low-B Ratings on $39.7 Mil. Class Certs.
KAISER ALUMINUM: Expects to Exit Chapter 11 Protection on July 6
LB-UBS: Fitch Holds Low-B Ratings on $13.4 Mil. Class Certificates
LB-UBS: Fitch Lifts Rating on $20 Million Class L Certificates

LINN ENERGY: Acquires Natural Gas Pipeline System for $30 Million
MADISON RIVER: S&P Affirms Corp. Credit & Facility's B+ Ratings
NANOMAT INC: Court Dismisses Bankr. Case at U.S. Trustee's Behest
NATIONAL CENTURY: Debt Acquisition Wants Class C-7 Claims Paid
NATIONAL CENTURY: Ex-NCFE Officers Plead Not Guilty in Ohio Court

NETWORK INSTALLATION: Selling 1.9 Mil. Shares of Stock to Dutchess
NEVADA POWER: Prices Private Offerings of $195 Mil. Mortgage Notes
NEVADA POWER: Fitch Expects to Assign BB+ Rating on $195MM Notes
NIMITZ PARTNERS: Settles 7-Year Lender Liability Suit Before Trial
NOVASTAR MORTGAGE: Fitch Rates $5.1 Mil. Class M-10 Certs. at BB+

NVE INC: Asks Court to Expand McElroy Deutsch's Retention
NVE INC: Hires Pashman Stein as Labor & Employment Counsel
OPTICAL DATACOMM: Section 341(a) Meeting Slated for July 13
OTIS SPUNKMEYER: $230 Million IPO Prompts S&P's Positive Outlook
OZBURNEY-HESSEY: Debt Increase Cues Moody's to Downgrade Ratings

PARMALAT USA: Reps Want to Amend Complaint Against Parmalat S.p.A
PARMALAT USA: Creditors Approve Revisions to Parmalat Brasil Plan
PLIANT CORP: Has Until October 30 to Solicit Acceptances for Plan
PLIANT CORP: Has Until August 1 to Make Lease-Related Decisions
PUREBEAUTY INC: Files Schedules of Assets and Liabilities

QUIGLEY CO: Court Allows Examination of Insurance Settlement Docs
RADNOR HOLDINGS: Enters Into Loan Agreements with Four Lenders
RADNOR HOLDINGS: Retains Lehman Brothers as Financial Advisor
RADNOR HOLDINGS: Reports Preliminary 2006 First Quarter Results
RCN CORP: Completes New $130 Million First-Lien Credit Facility

RENT-A-CAR: Moody's Assigns Ba2 Rating to Proposed $725 Mil. Loan
REPUBLIC STORAGE: Wants to Hire Ex-CFO Christofil as Consultant
ROUGE INDUSTRIES: Court Approves Settlement Pact with Minteq
ROUGE INDUSTRIES: Del. Court Sets Plan Filing Hearing on July 24
RUFUS INC: Plan Admin. Has Until Aug. 17 to Object to Claims

SCIENTIFIC GAMES: S&P Rates Proposed $150 Million Term Loan at BB
SEARS HOLDINGS: Kmart Merger Prompts S&P's Stable Outlook
SECURAC CORPORATION: Inks $500,000 Loan Deal with CAMOFI Master
SECURAC CORPORATION: Signs Acquisition Deal with Edentify
SOLUTIA INC: Disclosure Statement Hearing Rescheduled to Sept. 14

SOLUTIA INC: Wants to Amend & Assume Ammonia Supply Agreement
SONITROL CORP: S&P Rates Proposed $175 Million Bank Facility at B
STEWART & STEVENSON: Moody's Rates Proposed $150 Mil. Notes at B3
STONE ENERGY: Moody's Puts B3 Rating on Proposed $225 Mil. Notes
STRUCTURED ASSET: Fitch Lifts Rating on Class B4-II & B5-II Certs.

USG CORP: Bankruptcy Emergence Prompts S&P to Lift Rating to BB+
VERTICAL ABS: Fitch Rates $5 Million Class C Notes at BB+
WERNER LADDER: Wants to Hire Willkie Farr as Bankruptcy Counsel
WERNER LADDER: Can Use Lenders' Cash Collateral on Interim Basis
WESTPOINT STEVENS: Bankr. Court Okays Linerboard Suit Stipulation

WESTPOINT STEVENS: Judge Defers Case Dismissal Hearing to July 12

* BOOK REVIEW: The Health Care Marketplace

                             *********

A PARTNERS: Senior Lienholder Gets Relief from Stay to Foreclose
----------------------------------------------------------------
Scripps GSB I, LLC, moved for relief from the automatic stay in A
Partners, LLC's chapter 11 case in order to complete a non-
judicial foreclosure of its first priority trust deed against a
commercial building known as the Guarantee Savings Building and an
adjacent parking structure.  The property is not owned by the
Debtor; rather they are owned by a related limited liability
company known as AB Parking Facilities, LLC.  The Debtor holds a
note from AB Parking secured by a junior deed of trust against the
property.  The Debtor's Lien is fifth in order of priority behind
four other deeds of trust held by Scripps GSB, a related entity,
Scripps Investments and Loans, Inc., and others.  The Debtor
opposed Scripps GSB's motion.  However, the Debtor has little cash
and it cannot exercise the rights of a junior lienholder under
California law to protect its security interest in the Guarantee
Buildings.  

In a Memorandum Decision published at 2006 WL 1593954, the
Honorable W. Richard Lee grants Scripps GBS's motion for relief
from the automatic stay.  Judge Lee found that the obligation
secured by Scripps' senior lien exceeds $23 million, that
obligation exceeds the value of the property, the debtor has no
funds to exercise its statutory rights of reinstatement and
redemption, and the Debtor has no equity in its junior lien.

Headquartered in Fresno, California, A Partners LLC --
http://www.apartnersllc.com/and http://www.apartnersllc.com/--  
owns the Helm Building, a 10-story building with over 55,000
square feet of office space available for rent.  The Debtor
previously filed for chapter 11 protection on Oct. 28, 2005
(Bankr. E.D. Calif. Case No. 05-62656).  That case was dismissed
because the Debtor failed to timely file its Schedules and
Statements.  The Company filed for its second bankruptcy on
Jan. 26, 2006 (Bankr. E.D. Calif. Case No. 06-10069).  Estela O.
Pino, Esq., at Pino & Associates represent the Debtor in its
restructuring efforts.  When the Debtor filed for its second
bankruptcy, it reported assets and debts amounting to $10 million
to $50 million.  A rents receiver, Hal Kisller, was appointed by
the Superior Court of California in and for the County of Fresco
to operate the Guarantee Savings Building, which houses the
Debtor's fuel cells and other energy generating equipment.  The
receiver was appointed in connection with a judicial foreclosure
originally commenced against AB Parking Facilities by Capital
Source Finance, LLC.

As reported in the Troubled Company Reporter on June 5, 2006, A
Partners filed a Chapter 11 plan and Disclosure Statement on May
26, 2006.  A hearing to consider the adequacy of that disclosure
statement is scheduled for July 20, 2006.  The plan that
disclosure statement describes is not premised on Scripps GSB
obtaining relief from the automatic stay and forclosing on its
senior lien.


ACCESS WORLDWIDE: Gets Default Confirmation from CapitalSource
--------------------------------------------------------------
In a Form 8-K filing with the U.S. Securities and Exchange
Commission, Access Worldwide Communications, Inc., disclosed that
on June 15, 206, it received confirmation from CapitalSource
Finance, LLC, of a default on a certain Revolving Credit, Term
Loan and Security Agreement dated as of June 10, 2003, as amended.  
The default was a result of the Company's non-compliance with the
minimum EBITDA financial covenant, as defined in the Debt
Agreement.

As a result of the Default, the Company says that CapitalSource
may exercise its rights and remedies as set forth in the Debt
Agreement, including, among other things:

    (i) an increase in the applicable rate of interest to the
        default rate in accordance with the Debt Agreement;

   (ii) declare any and all loans or notes, all interest thereon
        and all other obligations to be due and payable
        immediately, the outstanding balance as of May 31, 2006
        was approximately $5.5 million;

  (iii) terminate future obligations under the Debt Agreement; or

   (iv) exercise any or all of the other rights and remedies
        provided under the Debt Agreement.

The Company reports that it is currently exploring strategic
alternatives which could enable it to restructure its current
financing structure.

Based in Boca Raton, Florida, Access Worldwide Communications,
Inc. -- http://www.accessww.com/-- is an established marketing  
company that provides a variety of sales, communication and
medical education services.  Its spectrum of services includes
medical meetings management, medical publishing, editorial
support, clinical trial recruitment, patient compliance,
multilingual teleservices, product stocking and database
management, among others.  Access Worldwide has about 1,000
employees in offices throughout the United States and the
Philippines.


ACCESS WORLDWIDE: Sells Telemanagement Services for $10.5 Million
-----------------------------------------------------------------
Access Worldwide Communications, Inc. (OTC Bulletin Board: AWWC)
signed an agreement to sell Telemanagement Services, Inc., dba TMS
Professional Markets Group, to a limited liability company owned
and controlled by Palm Beach Capital, in a cash transaction valued
at approximately $10.5 million.

Telemanagement Services provide marketing services to the
Pharmaceutical industry from its 350-seat call center in Boca
Raton, Florida.  Telemanagement Services represented approximately
38% of the revenues of Access for the five months ended May 2006.  
After the closing of the transaction, Access will operate
approximately 700 communications seats in three locations in the
U.S. and 350 seats in Manila, Philippines, with an
approximate monthly run rate of $2.1 million as of May 2006.

"We expect to close on or before July 31st," Shawkat Raslan,
Chairman and Chief Executive Officer of Access Worldwide,
commented.  "With the sale of Telemanagement Services, Inc., we
can now focus on and allocate more resources to continue to expand
our off shore capability and capacity."

                     About Access Worldwide

Based in Boca Raton, Florida, Access Worldwide Communications,
Inc. -- http://www.accessww.com/-- is an established marketing  
company that provides a variety of sales, communication and
medical education services.  Its spectrum of services includes
medical meetings management, medical publishing, editorial
support, clinical trial recruitment, patient compliance,
multilingual teleservices, product stocking and database
management, among others.  Access Worldwide has about 1,000
employees in offices throughout the United States and the
Philippines.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on May 31, 2006, BDO
Seidman, LLP, in West Palm Beach, Florida, raised substantial
doubt about Access Worldwide Communications, 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 auditors pointed to the Company's
recurring losses from operations, negative cash flows, and
accumulated deficit.

At March 31, 2006, Access Worldwide Communications, Inc.'s balance
sheet showed a stockholders' deficit of $6,105,582, compared to a
$5,060,322 deficit at Dec. 31, 2005.


ACCESS WORLDWIDE: Issues Promissory Note & Warrants for $2 Mil.
---------------------------------------------------------------
Access Worldwide Communications, Inc., discloses that on June 12,
2006, it issued a promissory note to Charles Henri Weil in
exchange for $2,000,000.  The Note will mature four months from
the Issuance Date.

In addition to the Note, the Company issued 200,000 warrants to
the Holder on the Issuance Date.  The Warrant was fully vested
upon the Issuance Date and has an exercise price equal to $0.01
per share.  The Warrant will remain exercisable until the date
that is 10 years from the Issuance Date.

A full-text copy of the promissory note dated June 12, 2006, is
available for free at http://researcharchives.com/t/s?bd5

A full-text copy of the warrant certificate dated June 12, 2006,
is available for free at http://researcharchives.com/t/s?bd6

Headquartered in Boca Raton, Florida, Access Worldwide
Communications, Inc. (OTCBB: AWWC) -- http://www.accessww.com/--   
is an established marketing company that provides a variety of
sales, communication and medical education services.  Its spectrum
of services includes medical meetings management, medical
publishing, editorial support, clinical trial recruitment, patient
compliance, multilingual teleservices, product stocking and
database management, among others.  Access Worldwide has about
1,000 employees in offices throughout the United States and the
Philippines.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on May 31, 2006, BDO
Seidman, LLP, in West Palm Beach, Florida, raised substantial
doubt about Access Worldwide Communications, 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 auditors pointed to the Company's
recurring losses from operations, negative cash flows, and
accumulated deficit.

At March 31, 2006, Access Worldwide Communications, Inc.'s balance
sheet showed a stockholders' deficit of $6,105,582, compared to a
$5,060,322 deficit at Dec. 31, 2005.


AIRESURF NETWORKS: Provides Update on Financial Statement Filings
-----------------------------------------------------------------
Airesurf Networks Holdings Inc. (CNQ: AIRE) provided an update in
accordance with Ontario Securities Commission Policy 57-603
Defaults by Reporting Issuers in Complying with Financial
Statement Filing Requirements.

On June 20, 2006, Airesurf filed its audited financial statements
for the year ended Dec. 31, 2006.  The directors and officers of
Airesurf will continue to be subject to a cease trade order in
respect of securities of Airesurf until the interim financial
statements for the quarter ending March 31, 2006, are filed with
regulatory authorities.

Based on the work-completed to-date, Airesurf anticipates that the
interim financial statements will be filed by June 26, 2006.

Airesurf will continue to provide bi-weekly updates, as
contemplated by the OSC Policy, until the required financial
statements have been filed.  In the event that Airesurf does not
file its interim financial statements by July 30, 2006, the
Ontario Securities Commission may impose an Issuer Cease Trade
Order.  Airesurf intends to satisfy the provisions of the
Alternative Information Guidelines during the period Airesurf
remains in default of the filing requirements.

The late filing of the required statements is due to the
resignation of all of the directors and officers of the Airesurf
on Dec. 1, 2005, and the subsequent appointment of new management
of Airesurf which requires sufficient time to prepare and file the
required statements.

AireSurf Networks Holdings Inc. was originally incorporated in the
province of Alberta on Dec. 10, 1986 as Multilink Technologies
Inc.  On Sept. 17, 2003, the Company was continued under the laws
of the province of Ontario and changed its name to AireSurf
Networks Holdings Inc.  The Company's principal business is the
development of its wireless network booster products.

At Dec. 31, 2005, the Company's balance sheet showed a
stockholders' deficit of $1,179,634, compared to a $944,647
deficit at Dec. 31, 2004.


AMCAST INDUSTRIAL: Hires Equity Partners as Financial Advisor
-------------------------------------------------------------
Amcast Industrial Corporation and Amcast Automotive of Indiana,
Inc., obtained authority from the U.S. Bankruptcy Court for the
Southern District of Indiana, in Indianapolis, to employ Equity
Partners, Inc., as their special financial advisor and transaction
broker.

Equity Partners is expected to:

   (a) serve as exclusive Transaction Broker for the disposition
       of all of the Debtors' real property, personal property,
       and all other assets located or associated with the
       Debtors' Fremont, Indiana and Gas City, Indiana locations;

   (b) inspect the Debtors' assets to determine their physical
       condition;

   (c) prepare a program which may include marketing the Debtors'
       assets through newspapers, magazines, journals, letters,
       fliers, signs, telephone solicitation, or other methods as
       EPI may deem appropriate;

   (d) prepare advertising letters, fliers or similar sales
       materials, which would include information regarding the
       Debtors' assets;

   (e) endeavor to locate parties who may have an interest in
       becoming a joint venture partner or acquiring or
       refinancing the Debtors' assets;

   (f) circulate materials to interested parties regarding the
       Debtors' assets, after completing confidentiality
       documents;

   (g) respond, provide information to, communicate and negotiate
       with and obtain offers from interested parties and make
       recommendations to Debtors as to whether or not a
       particular offer should be accepted;

   (h) communicate regularly with Debtors in connection with the
       status of EPI's efforts with respect to the disposition of
       the Assets, which will include a weekly written report to
       all Parties-in-Interest;

   (i) recommend to Debtors the proper method of handling any
       specific problems encountered with respect to the
       marketing or disposition of their assets; and

   (j) perform related services necessary to maximize the
       proceeds to be realized for the Debtors' assets.

                           Compensation

The Debtors will pay Equity Partners a transaction fee directly
out of the proceeds of any transaction equal to the sum of:

   -- 5% of the first $6,000,000 of Gross Sales Proceeds; plus

   -- 4% of Gross Sales Proceeds between $6,000,001 and
      $7,000,000; plus

   -- 3% of Gross Sales Proceeds between $7,000,001 and
      $8,000,000; plus

   -- 2% of Gross Sales Proceeds between $8,000,001 and
      $9,000,000; plus

   -- 1% of any Gross Sales Proceeds in excess of $9,000,000.

The Debtors will also advance to Equity Partners a one-time
payment of $25,000 for reasonable out-of-pocket expenses in
connection with the Firm's provision of approved services to the
Debtors, based on a budget submitted by Equity Partners for those
expenses.

To the best of the Debtors' knowledge, the firm does not represent
any interest adverse to the estate and is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

                     About Amcast Industrial

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

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


AMCAST INDUSTRIAL: Employs Keen Realty as Real Estate Consultant
----------------------------------------------------------------
Amcast Industrial Corporation and Amcast Automotive of Indiana,
Inc., obtained authority from the U.S. Bankruptcy Court for the
Southern District of Indiana, in Indianapolis, to engage Keen
Realty, LLC, as their real estate consultant.

The Debtors expect Keen Realty to assist them in the marketing and
sale of their Cedarburg and Flagg Brass real estates during the
pendency of their bankruptcy cases.

Specifically, Keen Realty will:

   a) act on behalf of the Debtors to offer the Properties for
      disposition on an "exclusive right to sell basis";

   b) use its best efforts in marketing and offering the
      Properties;

   c) review all pertinent documents and will consult with
      the Debtors' counsel, as appropriate;

   d) develop and implement a marketing program which may
      include, as appropriate, newspaper, magazine or journal
      advertising, letter or flyer solicitation, placement of
      signs, direct telemarketing, and other marketing methods as
      may be necessary, and furnish to the Debtors, in advance, a
      reasonably accurate budget associated with the
      implementation of such marketing program;

   e) communicate with potential users, investors, brokers, etc.
      and will endeavor to locate additional parties who may have
      an interest in the purchase of the Properties;

   f) provide regular updated to the Debtors and Debtors' DIP
      lenders as to its activities under this engagement;

   g) respond and provide information to, negotiate with, and
      solicit offers from prospective purchasers and will make
      recommendations to the Debtors as to the advisability of
      accepting particular offers;

   h) meet periodically with the Debtors, its lender, its
      accountants and attorneys, in connection with the status of
      its efforts, when requested;

   i) work with the attorneys responsible for the implementation
      of the proposed transactions, reviewing documents,
      negotiating and assisting in resolving problems which may
      arise; and

   j) if required, appear in Court during the term of its
      retention, to testify or to consult with the Debtors in
      connection with the marketing or disposition of the
      Properties.

                          Compensation

The Debtor will pay for Keen Realty's services based on these
conditions:

   -- When the Debtors sell or otherwise transfer title to the
      Properties, whether individually or as part of the
      disposition of Debtors' business or as part of a plan of
      reorganization, Keen will receive 4% of the gross proceeds
      from the transaction pertaining to the Property, which
      fee will be paid, in full, off the top, from the proceeds
      of sale or otherwise, simultaneously with the closing,
      sale, assignment or other consummation of the proposed
      transaction; and

   -- If the successful purchaser is properly represented by a
      third party broker, the commission will be increased by 2%
      of the gross proceeds to pay the third party broker, which
      fee will be paid, in full, off the top, from the proceeds of
      sale or otherwise, simultaneously with the closing, sale,
      assignment or other consummation of the proposed
      transaction.

Given the transactional nature of Keen Realty's engagement, the
firm will not be billing the Debtors by the hour and will not be
keeping records of time spent for professional services rendered
in these Chapter 11 Cases.  Keen Realty will, however, be keeping
reasonably detailed descriptions of the services that were
rendered pursuant to its engagement.

To the best of the Debtors' knowledge, Keen Realty does not
represent any interest adverse to the estate and is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                     About Amcast Industrial

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

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


AMERICAN MEDIA: Updates Guidance on FY 2006 Debt Covenant Results
-----------------------------------------------------------------
American Media Operations, Inc., updated prior guidance on the
Company's anticipated Debt Covenant EBITDA results for its fiscal
year ended March 31, 2006.  The Company stated that it expects
Debt Covenant EBITDA, excluding one-time expenses incurred as a
result of the previously disclosed restatement process, to be
slightly lower than the previously announced $130 million for such
year.

The Company's expectation is based on its current review of its
financial performance for the fiscal year ended March 31, 2006.
Until the review is finalized, however, and the Company files with
the Securities and Exchange Commission its financial statements
for the fiscal year ended March 31, 2006, the estimate is subject
to change.

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

                          *     *     *

Moody's assigned American Media Operations' bank loan debt and
long-term corporate family ratings at B1 and B2 respectively, and
junked the Company's senior subordinate debt rating.

Standard & Poor's placed B- ratings on the Company's long-term
local and foreign issuer credits.

All ratings were placed in February 2006.


AMERICAN TECH: April 30 Working Capital Deficit Tops $4.3 Million
-----------------------------------------------------------------
American Technologies Group, Inc., filed its third fiscal quarter
financial statements for the three months ended April 30, 2006,
with the Securities and Exchange Commission on June 19, 2006.

The Company reported a $1,293,576 net loss on $6,430,604 of net
sales for the three months ended April 30, 2006, compared to
$671,385 of net income on $1,013 of net sales for the third
quarter of last year.

At April 30, 2006, the Company's balance sheet showed $19,165,486
in total assets and $20,105,279 in total liabilities, resulting in
a $939,793 stockholders' deficit.

The Company's April 30 balance sheet also showed strained
liquidity with $13,465,166 in total current assets available to
pay $17,827,354 in total current liabilities coming due within the
next 12 months.

Full-text copies of the Company's third fiscal quarter financial
statements for the three months ended April 30, 2006, are
available for free at http://ResearchArchives.com/t/s?bdf

                        Going Concern Doubt

Russell Bedford Stefanou Mirchandani LLP in New York raised
substantial doubt about American Technologies Group, Inc.'s
ability to continue as a going concern after auditing the
Company's financial statements for the fiscal year ended July 31,
2005.  The auditor pointed to the Company's recurring losses and
difficulty in generating sufficient cash flow to meet it
obligations and sustain its operations.

Based in California, American Technologies Group, Inc., develops,
manufactures, and sells products that reduce and eliminate
hazardous chemical by-products or emission resulting from
industrial and combustion processes.  The company's proprietary
catalyst technology is also used in the manufacture of detergents
and cosmetics.


AMERICAN TECH: Dr. Gary From Replaces Frank Jackson as CFO
----------------------------------------------------------
The board of directors of American Technologies Group, Inc.,
accepted on June 19, 2006, the resignation of Frank Jackson as the
Company's chief financial officer and appointed Dr. Gary Fromm to
replace Mr. Jackson.

Dr. Fromm is currently the Company's chairman of the board of
directors and formerly served as the chief executive officer of
the Corporation.  Dr. Fromm also currently serves as the Chairman
of the Audit Committee of the Company.

Based in California, American Technologies Group, Inc., develops,
manufactures, and sells products that reduce and eliminate
hazardous chemical by-products or emission resulting from
industrial and combustion processes.  The company's proprietary
catalyst technology is also used in the manufacture of detergents
and cosmetics.

                           *     *     *

                        Going Concern Doubt

Russell Bedford Stefanou Mirchandani LLP in New York raised
substantial doubt about American Technologies Group, Inc.'s
ability to continue as a going concern after auditing the
Company's financial statements for the fiscal year ended July 31,
2005.  The auditor pointed to the Company's recurring losses and
difficulty in generating sufficient cash flow to meet it
obligations and sustain its operations.


AMRESCO RESIDENTIAL: S&P Cuts Rating on Class B-1F Certs. to D
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-2F mortgage loan pass-through certificates issued by AMRESCO
Residential Securities Corp. Mortgage Loan Trust 1997-3 to 'D'
from 'CCC'.  Additionally, ratings are affirmed on seven other
classes from the same series and on nine classes from two other
AMRESCO transactions.

The lowered rating reflects the fact that class B-1F suffered a
principal loss of $66,373.69 as of the May 25, 2006, distribution
date, which it is not likely to recover.  Additionally, cumulative
losses for series 1997-3 have consistently exceeded excess
interest, thereby exhausting overcollateralization and reducing
subordination.

The affirmations reflect adequate credit support percentages.
Credit support for these transactions is provided by
subordination, overcollateralization, and excess interest.

As of the May distribution date, total delinquencies ranged from
23.04% (group 1 from AMRESCO 1997-3) to 43.55% (AMRESCO 1999-1),
and serious delinquencies ranged from 16.39% (group 1 from AMRESCO
1997-3) to 33.26% (AMRESCO 1998-1).  Cumulative losses ranged from
4.65% (group 2 from AMRESCO 1997-3) to 10.64% (AMRESCO 1999-1).

At issuance, the mortgage collateral backing the AMRESCO 1997-3
certificates consisted of 15- to 30-year, fixed-rate, subprime
loans secured by first liens on owner-occupied, single-family
detached residential properties.
    
                        Rating Lowered
   
                 AMRESCO Residential Securities Corp.
                       Mortgage Loan Trust 1997-3
         Mortgage loan pass-through certificates series 1997-3

                               Rating
                               ------
                  Class      To       From
                  -----      --       ----
                  B-1F       D        CCC
    
                        Ratings Affirmed
    
                 AMRESCO Residential Securities Corp.
                        Mortgage Loan Trust
               Mortgage loan pass-through certificates

              Series     Class              Rating
              ------     -----              ------
              1997-3     A-8, A-9, M-1A     AAA
              1997-3     M-1F               AA+
              1997-3     M-2A               AA
              1997-3     M-2F               A
              1997-3     B-1A               BBB
              1998-1     A-5, A-6, M-1A     AAA
              1998-1     M-1F               AA
              1998-1     M-2A, M-2F         A
              1999-1     A                  AAA
              1999-1     M1                 AA
              1999-1     M2                 A


ARMOR HOLDINGS: S&P Rates Proposed $400 Million Subor. Notes at B+
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB' corporate credit rating, on Armor Holdings Inc.  The
outlook is revised to positive from stable.

At the same time, Standard & Poor's assigned its 'B+' rating to
the company's proposed $400 million subordinated notes due 2016.

"The outlook revision reflects improved program diversity
following the acquisition of Stewart & Stevenson Services Inc.
and expectations that financial metrics will be generally above
average for the rating by 2007," said Standard & Poor's credit
analyst Christopher DeNicolo.

The $1.1 billion acquisition was funded mostly with cash on hand
at both companies, but debt increased approximately $400 million
resulting in a modest deterioration in credit protection measures.
The proposed notes will be sold under SEC rule 144A with
registration rights and the proceeds will be used to refinance
bank borrowings used to fund the acquisition.

Stewart & Stevenson produces tactical wheeled vehicles (trucks)
for the U.S. military, with its largest program being the Family
of Medium Tactical Vehicles.  The acquisition will decrease
Armor's reliance on the up-armored HMMWV program, which now
comprises a substantial portion of sales and profits, and
increases backlog to over $2 billion.  Funding for the FMTV
program is easier to forecast as it comes out of the procurement
portion of the defense budget, as opposed to the up-armored HMMWV
contract, which is funded through supplemental appropriations.

The ratings on Jacksonville, Florida-based Armor reflect limited
program diversity and an active acquisition program.  These
factors are offset somewhat by leading positions in niche markets,
moderate debt leverage, and good liquidity.  The company's
aerospace and defense group (81% of 2005 revenues pro forma for
the acquisition) produces armored military vehicles, military body
armor, and crew seats for military helicopters and transports.

Armor is a leading provider of law enforcement equipment,
including body armor, holsters, riot gear, and batons, through its
Products Group (13%).  The firm also provides commercial vehicle
armoring through its Mobile Security division (6%).

Strong demand for Armor's military products, contributions from
acquisitions, and improved program diversification should offset
increased debt levels and integration risks.  Ratings could be
raised if credit protection measures are restored to pre-
acquisition levels.  

The outlook could be revised to stable if financial ratios do not
improve as expected, demand for the up-armored HMMWV programs
declines faster than expected, or there is a significant debt-
financed acquisition.


BEAZER HOMES: Increases Revolving Credit Facility by $250 Million
-----------------------------------------------------------------
Beazer Homes USA, Inc. (NYSE: BZH) increased its existing
revolving credit facility by $250 million in aggregate commitment
effective June 16, 2006.  As a result, the revolving credit
facility, which matures in August 2009, now provides for
borrowings up to an aggregate of $1 billion, subject to the terms
and conditions set forth in the credit agreement.

The facility is led by JP Morgan Chase Bank, N.A. as
Administrative Agent, BNP Paribas, Guaranty Bank and Wachovia Bank
as Syndication Agents, The Royal Bank of Scotland plc as
Documentation Agent, Citicorp North America, Inc., SunTrust Bank
and Washington Mutual Bank, FA as Managing Agents, and Comerica
Bank, PNC Bank, National Association and UBS Loan Finance LLC as
Co-Agents.  JP Morgan Securities Inc., acted as Lead Arranger and
Sole Bookrunner.  Eleven other banks participate in the facility.

"The increase in our revolving credit facility provides Beazer
Homes with enhanced liquidity to continue to opportunistically
grow our business," said James O'Leary, Executive Vice President
and Chief Financial Officer.  "We greatly appreciate the support
and confidence of our bank syndicate, and are pleased to welcome
two new lenders, Calyon and Natexis Banque Populaires.  The
success of this transaction illustrates our banks' confidence in
Beazer Homes and its strategy."

                      About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA, Inc., (NYSE: BZH) --
http://www.beazer.com/-- is one of the country's ten largest   
single-family homebuilders with operations in Arizona, California,
Colorado, Delaware, Florida, Georgia, Indiana, Kentucky, Maryland,
Mississippi, Nevada, New Jersey, New Mexico, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas,
Virginia and West Virginia and also provides mortgage origination
and title services to its homebuyers.  

                            *   *   *

As reported in the Troubled Company Reporter on June 7, 2006,
Moody's Investors Service assigned a Ba1 rating to the $275
million of 8.125%, 10-year senior notes of Beazer Homes USA, Inc.
At the same time, Moody's affirmed Beazer's corporate family
rating of Ba1 and the Ba1 ratings on the company's existing senior
note issues.  The ratings outlook is stable.

As reported in the Troubled Company Reporter on June 6, 2006,
Fitch Ratings assigned a 'BB+' rating to Beazer Homes USA, Inc.'s
$275 million, 8.125% senior unsecured notes due 2016.

Fitch affirmed Beazer's 'BB+' Issuer Default, senior unsecured
debt and unsecured bank credit facility ratings.  The Rating
Outlook is Stable.  The issue will be ranked on a pari passu basis
with all other senior unsecured debt, including the company's
unsecured bank credit facility.


BIJOU-MARKET: Hires Edi Thomas to Litigate Employment Issues
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
gave Bijou-Market, LLC, permission to hire The Law Offices of Edi
Thomas, as its special litigation counsel.  

The Debtor filed for bankruptcy to resolve the claims asserted in
Roe v. Bijou-Century, LLC, et al. prosecuted by Minami, Lew &
Tanaki law firm.  The Minami lawsuit is a nascent dancer class
lawsuit.  No class action certification has yet been sought.  The
Minami lawsuit that a former manager of the Debtor implemented a
practice of forced tip-outs and that dancers were permitted to
work longer hours than the hours for which they received wages.  
The plaintiffs assert an aggregate hypothetical claim of more than
$66 million.  

The Debtor needs the help of Edi Thomas regarding employment law
issues.  The Employment Development Department has indicated that
it intends to conduct an audit of the Debtor's books and records
to evaluate employee/independent contractor treatment of the
dancers.  Additionally, the Debtor was one of the defendants in a
Federal Court class action addressing the manner in which live
adult theaters were operated and the treatment of dancers in the
course of those operations.  The confidential settlement of that
class action involved non-monetary relief in the form of
alterations and modification to the defendants' business
practices.  Edi Thomas represented the Debtor in that settlement.  
The firm's help would be needed in administering and monitoring
compliance with the settlement.  The firm also represented the
Debtor in the Minami lawsuit.

The Debtor tells the Court that Edi Thomas, Esq., a principal of
the firm, will bill $225 per hour for this engagement.  Mr. Thomas
assures the Court that he doesn't hold any material interest
adverse to the Debtor and that he is disinterested as defined in
Section 101(14) of the Bankruptcy Code.

Bijou-Market, LLC -- http://www.msclive.com/-- operates an adult
entertainment facility on Market Street in San Francisco.  The
company filed for chapter 11 protection on Feb. 28, 2006 (Bankr.
N.D. Calif. Case No. 06-30118).  Michael St. James, Esq., at St.
James Law, P.C., represents the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in this case to date.  When the Debtor filed for
protection from its creditors, it listed assets totaling $620,458
and debts totaling $66,308,352.


BRIDGE INFORMATION: District Court Affirms Welch Carson Settlement
------------------------------------------------------------------
Highland Capital Management, L.P., and related Highland entities
(Pamco Cayman Ltd., ML CBO IV (Cayman) Ltd., Highland Legacy
Limited, KZH Highland-2 LLC, KZH Pamco LLC, SRV-Highland, Inc.,
and Gleneagles Trading LLC) appeald from a May 23, 2005, order
entered in the United States Bankruptcy Court for the Eastern
District of Missouri granting a consent motion filed by Scott P.
Peltz, the Chapter 11 Plan Administrator for the estates of BIS
Administration, Inc. (f/k/a Bridge Information Systems, Inc.), and
certain of its subsidiaries, to approve and compromise all of the
debtor's claims against certain Welsh Carson entities (Welsh,
Carson, Anderson & Stowe, L.P., Welsh, Carson, Anderson & Stowe
VII, L.P., Welsh, Carson, Anderson & Stowe VIII, L.P., Welsh,
Carson, Anderson & Stowe IX, L.P., WCAS Capital Partners II, L.P.,
Thomas E. McInerney, Patrick J. Welsh) and Davis Polk & Wardwell
and dismissing with prejudice Highland's state law claims against
Welsh Carson.  

Highland was a member of a lender group that provided millions of
dollars of pre-petition credit to Bridge.  Highland has a $65
million unsecured claim against the Bridge estate.  Welsh Carson
is a related group of limited partnerships; in 1995 Welsh Carson
acquired a controlling interest in Bridge, and in 1999 it caused
Bridge to acquire SAVVIS Communications Corp.  Welsh Carson then
caused Bridge to transfer 56% of Bridge's interest in SAVVIS to
individual Welsh Carson partnerships in two separate transactions.  

In September 2000 Bridge defaulted.  Some of the general partners
of the Welsh Carson partnerships, who were also officers and
directors of Bridge, attempted to restructure Bridge's debt in
order to avoid bankruptcy.  According to Highland, the Welsh
Carson general partners falsely represented to Highland that they
had identified a potential purchaser for Bridge's assets if
Highland would agree to restructure the debt (by accepting a
payment of $0.17 per $1.00 of debt).  The Welsh Carson general
partners allegedly further stated to Highland that there were no
other potential bidders for Bridge and that, if Highland refused
to accept this proposal, they would cause Bridge to file for
bankruptcy and then Highland would receive nothing.

Highland agreed to the proposal.  However, the Welsh Carson
general partners were unable to sell Bridge.  In January 2001
Welsh Carson caused Bridge to transfer $18 million in cash to
SAVVIS in two transactions, even though SAVVIS at the time owed
Bridge $30 million.  Welsh Carson and the Welsh Carson general
partners controlled both Bridge and SAVVIS.  In February 2001,
Highland filed an involuntary petition against Bridge in the
bankruptcy court.  Bridge then filed a voluntary petition under
Chapter 11.  The bankruptcy court then dismissed the involuntary
petition as moot.

In August 2002, Highland filed an action against Welsh Carson, the
Welsh Carson general partners, and SAVVIS in state court in Texas,
alleging state law tort claims (fraudulent misrepresentation,
negligent misrepresentation, tortious interference of contract,
conspiracy to commit tortious interference, conspiracy to commit
fraud, aiding and abetting fraud, aiding and abetting tortious
interference).  Highland asserted that Welsh Carson and the Welsh
Carson general partners knew that there was no potential buyer for
Bridge and that, if Highland had known that, it would have filed
an involuntary petition before Bridge transferred cash to SAVVIS.  
Highland also asserted a veil-piercing claim (asserting that
Bridge was merely the alter ego of Welsh Carson and the Welsh
Carson general partners).  Highland claimed that Welsh Carson, by
causing a delay in the filing of the bankruptcy petition, was able
to "strip Bridge of its assets" (the $18 million in pre-petition
transfers) and divert them to SAVVIS.  SAVVIS, with the consent of
Welsh Carson and the Welsh Carson general partners, removed the
state court action to the United States District Court for the
Northern District of Texas and requested that the district court
transfer venue to the U.S. Bankruptcy Court for the Eastern
District of Missouri because the claims in the state court action
belonged to the Bridge estate.  Highland sought to remand the
state court action back to the state court.  In June 2003 the
federal district court transferred venue to the bankruptcy court
and denied the motion to remand.

In the meantime, in May 2003, Welsh Carson and the Welsh Carson
general partners filed a declaratory judgment action in the
bankruptcy court.  Welsh Carson and the Welsh Carson general
partners argued that the injury of which Highland complained was
derivative of Bridge's direct injury.  Therefore, they argued the
claims in the state court action did not belong to Highland and
instead belonged to the Bridge estate and the plan administrator.  
Highland filed a motion to dismiss or transfer the case back to
the state court.  In September 2003 the bankruptcy court denied
the motion to dismiss or transfer.

The parties agreed to consolidate the state court action and the
declaratory judgment action into a single adversary proceeding in
bankruptcy court.  The bankruptcy court realigned the parties:
Highland and the plan administrator were designated as the
plaintiffs, and Welsh Carson and the Welsh Carson general partners
were designated as the defendants.  The state court complaint
became the complaint in the consolidated adversary proceeding.

In February 2003 the plan administrator filed in the bankruptcy
court several related adversary proceedings against certain Welsh
Carson entities to recover certain payments as avoidable
preferences.  Welsh Carson vigorously defended the claims and
raised affirmative defenses.  After discovery and other pretrial
proceedings, trial was scheduled to begin in the spring of 2005
and was expected to last about a month.  However, in January 2004,
the plan administrator filed an adversary proceeding against Davis
Polk to recover as avoidable preferences certain payments made by
Bridge.  In March 2004 Davis Polk denied the allegations and
raised affirmative defenses.  (The plan administrator has filed
other adversary proceedings that are not at issue in this appeal.)

On March 22, 2005, the plan administrator filed the consent motion
for entry of an order approving a settlement and compromise of all
claims and controversies as to Welsh Carson and Davis Polk and to
dismiss with prejudice the avoidable preference claims.  Under the
proposed settlement, Welsh Carson will pay $9 million to the
Bridge estate.  The unsecured creditors' committee filed a
response to the consent motion in support of the proposed
settlement.  The plan administrator filed an affidavit in support
of the consent motion, outlining his experience in litigating
large preference claims and stating that, in his opinion, the
proposed settlement was in the best interest of the Bridge estate.  
Only Highland objected to the consent motion.  Highland did not
dispute that the proposed settlement met all of the standards of
Rule 9019 of the Federal Rules of Bankruptcy Procedure and was in
the best interest of the Bridge estate.  Highland argued that the
proposed settlement could not dispose of the state law claims
because those claims belonged to it and not the Bridge estate.

In a decision published at 2006 WL 1579788, the Honorable Stephen
N. Limbaugh of the U.S. District Court for the Eastern District,
says the fraud claim belong to Bridge's estate rather than to
Highland.  Highland's claim, Judge Limbaugh says, is a claim for
general injury to Bridge and its creditors, who were thereby
deprived of assets to which they could look for payment of their
claims, and not just Highland to whom the alleged
misrepresentation was made.  Judge Limbaugh concludes that the
cause of action is property of Bridge's estate, and Mr. Peltz has
authority to settle it.

Bridge Information Systems Inc. filed a voluntary petition for
bankruptcy under Chapter 11 of the U.S. Bankruptcy Code on
February 15, 2001 (Bankr. E.D. Mo. Case Nos. 01-41593-293 through
01-41614-293, inclusive).  On February 13, 2002, Judge McDonald
confirmed a chapter 11 plan of liquidation, which, among other
items, transferred ownership of the company's assets to the
holders of Bridge's secured creditors.  Thomas J. Moloney, Esq.,
Seth A. Stuhl, Esq., and Kurt A. Mayr, Esq., at Cleary, Gottlieb,
Steen & Hamilton in New York served as lead counsel to Bridge in
its chapter 11 cases.  Gregory D. Willard, Esq., Lloyd A. Palans,
Esq., and David M. Unseth, Esq., at Bryan Cave LLP in St. Louis,
served as local counsel.


BURGER KING: Fitch Assigns BB Rating to $1.1 Billion Facilities
---------------------------------------------------------------
Fitch assigned initial ratings for Burger King Corporation, the
world's second largest fast food hamburger restaurant chain:

  * Issuer Default Rating 'B+';

  * $1,117 million of remaining guaranteed senior secured credit
    facilities 'BB/RR2' (consisting of these facilities):

     -- $150 million revolving credit facility maturing June 2011;

     -- $967 million aggregate remaining term loan A and B
        outstandings maturing June 2011 and June 2012,
        respectively.

The Outlook on all Ratings is Positive.

The ratings incorporate the capital structure and operations of
Burger King pro-forma for parent company Burger King Holdings,
Inc.'s initial public offering, which closed on May 18, 2006.

Approximately 18.5% of the company's common equity was sold to the
public at an offering price of $17 per share.  Burger King's
overall market capitalization upon the IPO was thereby imputed to
be $2.26 billion.  The IPO generated net proceeds for the benefit
of the company approximating $397 million, of which $350 million
was applied against existing outstanding term loans.  

The balance of the net proceeds will primarily be utilized to pay
a $30 million termination fee related to the existing sponsor
management agreement, along with various other fees and expenses.

The ratings additionally reflect certain February 2006
transactions that were implemented by Burger King in advance of
the IPO.  The company incurred a new $350 million term loan and
used about $55 million of cash on hand in connection with Burger
King's February 2006 payment of both a $367 million dividend to
shareholders and a $33 million make-whole payment to holders of
options and restricted stock to compensate for dilution.

The 'B+' IDR rating reflects that Burger King remains a highly
leveraged company within the very competitive quick serve
restaurant industry.  The company's high debt balance and weak
historical free cash flow performance are the result of several
factors, including:

   * inattentive management of Burger King's operations by its     
     former ownership;

   * the incurrence of additional debt in conjunction with both
     the company's December 2002 buyout and its 2006 dividend
     payment; and

   * significant recent investments in the global reorganization
     of Burger King and the operating turnaround of its franchisee
     base.

Pro forma for the IPO and incorporating actual last-twelve-month
operating results through March 31, 2006, post-IPO leverage is
currently estimated:

   * 4.0x for 'total balance sheet debt/EBITDA';

   * 5.2x for 'total adjusted debt/EBITDAR (including as debt 8(x)
     net rent associated with operating leases)'; and

   * 5.7x 'total adjusted debt/EBITDAR (including as debt 8(x)
     gross rent associated with operating leases)'.

(EBITDAR as used here is defined as operating earnings before
interest, tax, depreciation, amortization, and rent expense.  Net
rent expense is equal to Burger King's total rent expense, net of
rental income received from its franchisees.)

In contrast, Burger King's almost 3.0x pro-forma EBIT coverage of
gross interest is a comparatively strong credit metric relative to
the company's peers within the 'B+' IDR rating category.  'Cash
flow from operations/ total balance sheet debt' was satisfactory
at approximately 20.5% for the LTM period, after factoring in the
debt reduction resulting from the IPO.

Burger King's systemwide base of approximately 11,100 restaurants
consists of about 11% company-owned stores and 89% franchised
stores.  This proportion of franchise units compared to the total
system is the highest of its competitors.  While this operating
structure potentially enables Burger King to minimize its fixed
cost base and its capital expenditures, the high proportion of
non-owned restaurants also presents several obstacles.  Burger
King has limited control over its franchisees and a restricted
ability to facilitate changes in restaurant ownership when
management is dissatisfied with operator performance.

As has been proven by experience, Burger King's ability to collect
royalties and fees is at substantial risk when the franchisees are
distressed.  Burger King also faces the expiration of about 20% if
its franchise agreements over the next five years, and cannot
predict with assurance the rate at which these agreements will be
either extended or formally renewed.  

The company reported that with regard to the franchise agreements
that expired during the nine months ended March 2006, 45% were
renewed, 29% were extended, 4% of the franchisees continued to
operate with no agreement, and 22% of the affected restaurants
were closed.  It is not known to Fitch to what extent the
franchised restaurant closures were attributable to an inability
to negotiate terms, or instead due to the fact that they were
underperforming operations.

Burger King's 'Franchise Financial Restructuring Program', which
was initiated in February 2003 to assist over one-third of the
company's franchisees in the US and Canada, notably appears to be
a key driver behind Burger King's steadily improving results.
While the up-front costs of implementing the program have
initially been significant, the ongoing benefits are already
evident.  Through fiscal year-end June 30, 2005, Burger King
purchased an aggregate of 170 franchised restaurants, closed 56
franchised restaurants, and re-franchised 35 of these restaurants
in connection with the FFRP initiative.

Burger King's approximately $1.1 million average annual revenues
per restaurant currently lag meaningfully behind McDonald's
average of more than $1.8 million.  Burger King's current
management team is implementing various initiatives to improve
individual store performance, such as:

   * standardizing and improving menu offerings;
   * filling in product gaps;
   * introducing more health-conscious choices;
   * extending hours of operation;
   * refurbishing stores; and
   * improving store design prototypes.

Burger King's most significant growth opportunity centers on
future planned initiatives for growth in international markets,
where Burger King's restaurant base is currently only one-fourth
the size of the McDonald's footprint.

Fitch's Positive Rating Outlook acknowledges the fact that Burger
King's operating metrics have demonstrated steady improvement over
the past few years and there is reason to expect that the
favorable trend will continue, albeit at a more moderate pace.
Burger King reports that it has achieved eight consecutive
quarters of comparable stores sales growth, following seven prior
consecutive quarters of comparable stores sales losses.

Franchisees are notably generating a steadily higher portion of
Burger King's overall restaurant-level operating income, having
increased from a negative contribution during FY2003, to a
positive contribution of about 20% during FY2004, 33% during
FY2005, and an estimated at 45% year-to-date March 2006.

However, Burger King's franchisees may be challenged to achieve
the level of further improvement necessary before their almost 90%
share of systemwide revenues contributes almost 90% of systemwide
operating income.  Burger King's brand recognition remains strong,
and its royalty income stream and real estate holdings provide
additional value.

Fitch also believes that Burger King's access to the capital
markets will be enhanced as a result of the company's IPO and new
requirement to file public financial statements.  The company has
indicated that it plans to launch 200-250 new stores per year
going forward, largely in international markets and through the
use of qualified franchisees.  Since expenditures associated with
certain of these efforts are discretionary, Burger King would have
the ability to curtail many of them in the event that operating
conditions change.

Fitch expects that Burger King's equity sponsorship will be less
likely to seek future returns of capital in the form of dividends
and other distributions, now that there exists a definitive
mechanism to exit their investment through the public sale of
stock.

These are examples of future events that could potentially cause
Fitch to lower Burger King's Outlook or ratings:

   -- The occurrence of a material reduction in the system-wide
      base of restaurants;

   -- Significant revenue declines attributed to weakening
      economic conditions or aggressive competitor initiatives;

   -- A declaration by the board of directors of another sizeable
      dividend or similar initiatives to enhance investment
      returns for the equity sponsors; or

   -- The occurrence of a severe incident involving food-borne
      illness or food tampering which results in public backlash.

Burger King's senior secured credit agreement was amended and
restated during February 2006.  Obligations under the agreement
are guaranteed by substantially all material domestic
subsidiaries, which account for about 65% of the company's
consolidated revenue base.  Collateral security consists only of
pledges of 100% of the stock of domestic subsidiaries (with
limited exceptions) and 65% of the stock of certain first-tier
foreign subsidiaries.  Financial covenants consist of an
'EBITDA/cash interest coverage ratio', a 'net debt/EBITDA'
leverage ratio, and a capital expenditures limitation.

While there are no direct loans currently outstanding under the
$150 million revolving credit facility, there are approximately
$42 million of open standby letters of credit in support of
various insurance programs.  Provisions already exist within the
credit agreement permitting an aggregate of $150 million of
additional term loans, subject to future lender commitments, pro-
forma compliance with covenants, and no evidence of existing
defaults.

A 50% mandatory excess cash flow recapture provision exists as
long as leverage (as defined) exceeds 3.0x.  While Burger King has
stated in its public filings that the company does not intend to
pay dividends, dividends are permitted under the credit agreement
subject to prescribed formulas and compliance with all covenants.

The recovery ratings and notching of Burger King's guaranteed
senior secured credit facilities reflect Fitch's recovery
expectations under a distress scenario.  Fitch has used an
enterprise value analysis for these recovery ratings, given the
limited tangible asset base which exists in this company.  The
'RR2' recovery rating assigned for Burger King's fully drawn
senior secured commitment reflects Fitch's expectation that 71%-
to-90% recovery would be achievable.

Pro-forma for the IPO, approximately 76% of Burger King's equity
remains controlled by the group of three private equity sponsors
which acquired the company from Diageo plc during December 2002.
This sponsor group consists of affiliates of Texas Pacific Group,
Bain Capital Partners, and Goldman Sachs, which respectively
continue to hold about 28%, 24%, and 24% of the company's equity
after factoring in IPO dilution and the exercise of certain over-
allotments.

It is notable that these equity sponsors have already realized a
return of substantially all their originally invested equity
capital and are now poised to realize a significant positive
return.  Fitch believes that the sponsors will pursue an exit
strategy going forward that focuses on the gradual release of
additional common shares for sale through the open market.


CALPINE CORP: Names Gregory L. Doody as EVP and General Counsel
---------------------------------------------------------------
Calpine Corporation (OTC Pink Sheets: CPNLQ) appointed Gregory L.
Doody as Executive Vice President, General Counsel and Secretary
effective July 17, 2006.  Mr. Doody previously held the position
of Executive Vice President, General Counsel and Secretary at
HealthSouth Corporation.  Nancy Murray, who had been serving as
Calpine's Interim General Counsel, remains in her position of
Senior Vice President.

"Greg is a talented attorney and he brings to Calpine substantial
restructuring experience," Calpine Chief Executive Officer Robert
P. May, said.  "At HealthSouth, Greg directly managed negotiations
with noteholders and lending institutions that resulted in nearly
$5 billion of new financing.  Greg's addition essentially rounds
out our executive management team as we work to emerge from
Chapter 11 as a profitable, competitive power company."

"Calpine has a tremendous opportunity to rebuild a world-class
operation," said Mr. Doody.  "I am pleased to be joining a company
with such an accomplished workforce and great assets.  Calpine's
restructuring prospects are bright, and I look forward to helping
with that process so that Calpine can emerge as a profitable and
viable enterprise."

"I would like to thank Nancy Murray for her work as Interim
General Counsel for the last three months.  During this time, we
have made measurable progress in our restructuring efforts, in
part as the result of Nancy's contributions during this period,"
added Mr. May.

Mr. Doody was responsible for the oversight of all legal
activities for HealthSouth since 2003.  Prior to joining
HealthSouth, Mr. Doody was a Partner at Balch & Bingham LLP, a
regional law firm based in Birmingham, Alabama.  He earned a Juris
Doctor from Emory University's School of Law and a Bachelor of
Science - Management degree from Tulane University.  He is a
member of the Alabama State Bar, Birmingham Bar Association and
the American Bar Association.  Mr. Doody also is a member of the
Executive Committee of The Federalist Society's Corporations and
Securities and Antitrust Practice Group.

                       About Calpine Corp.

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


CARGO CONNECTION: March 31 Balance Sheet Upside-Down by $8.5 Mil.
-----------------------------------------------------------------
Cargo Connection Logistics Holding, Inc. (OTCBB: CRGOE) (BERLIN:
CD6.BE) (FRANKFURT: 217026) completed the extensive work required
to restate its financials from operations prior to the company
becoming "CRGO."

Management at Cargo Connection Logistics Holding, Inc. noted that
they have completed the filing of their 1st Quarter 10-QSB filing
with the SEC.  The "e" denotation on their symbol should be taken
off within a few days.  The delay to its most recent filings has
been due to restatements of previous years filings dealing with
accounting issues inherited by the Company from the previous
management team.

The restatements dealt with 2003 and 2004 and delayed the
Company's filing of its 10-KSB for the year ended Dec. 31, 2005,
and its first quarter 10-QSB filing for the quarter ended
Mar. 31, 2006.

"With these issues, which were completely out of our control, now
behind us we anticipate that all future filings will be done in a
timely manner," said Jesse Dobrinsky, Cargo Connection Logistics
Holding, Inc. CEO.  "We regret any inconvenience this may have
caused our valued shareholders and we truly appreciate your
support.  We can now dedicate 100 percent of our efforts to
growing our business domestically and in the foreign markets we
have targeted for expansion."

                   First Quarter Financials

For the three months ended Mar. 31, 2006, the Company incurred a
$3,191,503 net loss on $3,640,020 of direct revenue.  This
compares to a net loss of $422,142 on direct revenue of
$3,405,764.

At March 31, 2006, the Company's balance sheet showed $2,024,483
in total assets and $10,580,161 in total liabilities, resulting in
a stockholders' deficit of $8,555,678.  The balance sheet also
showed strained liquidity with current assets totaling $1,577,223
and current debts totaling $9,347,896.  Further, the Company's
March 31 balance sheet showed that the Company has an accumulated
deficit totaling $11,425,607.

                       Going Concern Doubt

In its Form 10-QSB filing, the Company said that its working
capital deficiency and stockholders' deficit raise substantial
doubt about the Company's ability to continue as a going concern.  
Management is seeking to raise additional capital and to
renegotiate certain liabilities in order to alleviate the working
capital deficiency.

A full-text copy of the Company's Form 10-QSB for the quarter
ended March 31, 2006, is available for free at:

             http://ResearchArchives.com/t/s?be4

                     About Cargo Connection

Cargo Connection Logistics Holding, Inc. ---
http://www.carcon.com/-- consists of Cargo Connection Logistics  
Corp. and Cargo Connection Logistics-International, Inc. (formally
Mid-Coast Management, Inc.), which are both headquartered in
Inwood, New York.  The Company also has offices in Atlanta,
Georgia; Charlotte, North Carolina; Chicago, Illinois; Columbus,
Ohio; Miami, Florida; New York; Pittsburgh, Pennsylvania; and San
Jose, California. Cargo Connection Logistics is a leader in world
trade logistics.  Headquartered adjacent to JFK International
Airport, the company is a transportation logistics provider for
shipments importing into and exporting out of the United States,
with service areas throughout the United States and North America.  
The companies currently provide a comprehensive variety of
transportation and warehouse capacity services to shippers
throughout the nation.  They also have container freight station
operations specifically designed to handle internationally
arriving freight for the major retail suppliers through its CFS
facilities in Florida, Georgia, Illinois, New York and Ohio.


CHEMTURA CORPORATION: CEO Robert Wood Renews Employment Pact
------------------------------------------------------------
Robert L. Wood renewed his employment agreement with Chemtura
Corporation as its Chairman, President and Chief Executive Officer
for another 5 years, effective April 1, 2006.

Mr. Wood will have an annual base salary of $1 million for three
years to be reviewed annually by, and subject to adjustment at the
discretion of the Board of Directors.

Mr. Wood will participate in the Company's:

   (a) Management Incentive Plan with a Target Bonus of 100% and
       a maximum bonus of 200% of Base Salary;

   (b) long-term incentive plans and programs with awards set by
       the Organization, Compensation and Governance Committee of
       the Board; and

   (c) other benefit plans, programs and arrangements, including
       life insurance, long-term disability, and healthcare plans.
        
He is entitled up to 40 hours of personal use of the Company's
aircraft and he will be paid an annual allowance equal to $75,000
for the purchase or lease, including maintenance and associated
cost, of an automobile, pay for his country club membership and
tax and financial planning services.

If his employment is terminated due to his death or inability to
perform, he or his estate will be paid:

   (a) the unpaid portion of his Base Salary and bonuses for the
       preceding fiscal year;

   (b) accrued but unused vacation days;

   (c) reimbursement for business travel and other expenses; and

   (d) a Prorated Bonus, depending on the Company's Management
       Incentive Plan.

If his employment is terminated for Cause, he will be paid:

   (a) the unpaid portion of his Base Salary;
   (b) accrued but unused vacation days; and
   (c) reimbursement of expenses.

If his employment is terminated by the Company in an involuntary
termination or if he terminates his employment for good reason,
the Company will pay him:

   (a) the unpaid portion of his Base Salary;

   (b) accrued but unused vacation days;

   (c) reimbursement of expenses; and

   (d) upon execution of mutual releases and waivers of claim,
       he will be entitled to a lump-sum payment equal to
       (whichever is lower):

       -- 2x his Base Salary prior to Employment Termination
          Date, or

       -- the Base Salary which would have been paid to him
          through the end of the Employment Term; plus

       -- 2x the Target Bonus, provided, if fewer than two bonus
          payouts would be made under the Management Incentive
          Plan between the Employment Termination Date and the end
          of the Employment Term, then an amount equal to the
          Target Bonus.

In addition, he will be eligible to continue medical, dental,
vision, and life insurance benefits for himself and his family.
The termination provisions will be in addition to death benefits
to which he or his estate may be entitled under any stock
ownership, stock options, or other benefit plan or policy.

If Mr. Wood is involuntarily terminated or resigns within 24
months after a change of control, then upon execution of mutual
releases and waivers of claim, he will be eligible to receive:

   (a) severance pay equal to 3x his Base Salary plus the annual
       bonus paid to him in the three full fiscal years ending
       prior to the change of control;

   (b) a pro rata of annual bonuses that he is eligible to earn;

   (c) accrued but unused vacation days;

   (d) reimbursement of expenses;

   (e) reimbursement of financial planning and tax services, a
       maximum of $25,000;

   (f) reimbursement of outplacement services, a maximum of
       $25,000;

   (g) the automobile supplied by the Company, for purchase by him
       at book value; and

   (h) medical, dental, vision and life insurance benefits for
       himself and his family.

Upon a change of control, Mr. Wood will be fully vested in all
Company stock options and other equity-based awards held by him.

Mr. Wood agrees that while he is employed by the Company, for a
one-year period following the termination of his employment, he is
prohibited from engaging in a business which competes with the
Company and from soliciting the Company's employees, customers and
others with a business relationship with the Company as well as
soliciting or interfering with any contract or arrangement that
the Company is actively negotiating or any prospective business
opportunity that the Company has identified.

                   About Chemtura Corporation

Headquartered in Middlebury, Connecticut, Chemtura Corporation
(NYSE: CEM) -- http://www.chemtura.com/-- is a global   
manufacturer and marketer of specialty chemicals, crop protection
and pool, spa and home care products.  With pro forma 2005 sales
of $3.9 billion, the company has approximately 7,300 employees
around the world.

                          *     *     *

As reported in the Troubled Company Reporter on April 21, 2006,
Moody's Investors Service assigned a Ba1 rating to Chemtura
Corporation's $400 million of senior notes due 2016 and affirmed
the Ba1 ratings for its other debt and the corporate family
rating.

As reported in the Troubled Company Reporter on April 21, 2006,
Standard & Poor's Ratings Services assigned its 'BB+' senior
unsecured debt rating to Chemtura Corp.'s $400 million notes due
2016.  Standard & Poor's affirmed Chemtura's 'BB+' long-term
corporate credit rating.  The outlook remains positive.


CLEARSTORY SYSTEMS: Files Form 15 with SEC to Deregister Stock
--------------------------------------------------------------
ClearStory Systems, Inc. (OTC Bulletin Board: CSYS) reported on
June 20, 2006, that it filed a Form 15 with the Securities and
Exchange Commission to voluntarily deregister its common stock.
This suspends the Company's reporting obligations under the
Securities Exchange Act of 1934.  ClearStory intends to delist its
stock from the Over- the-Counter Bulletin Board maintained by the
National Association of Securities Dealers, Inc. as soon as
practicable.

As reported in the Troubled Company Reporter on May 29, 2006, the
Company disclosed that it intended to voluntarily deregister its
common stock and suspend its reporting obligations under the
Securities Exchange Act of 1934, as amended.

The Company decided to deregister its stocks after members of the
Company's Board of Directors approved the recommendation by the
ClearStory management to deregister and delist ClearStory common
stock.  After carefully considering the advantages and
disadvantages of continued registration and listing, the Company
believes that deregistering is best for long term shareholder
value.  This action will result in accounting, legal and
administrative expense reductions and allow ClearStory management
to focus its efforts and resources on revenue growth.

"At this point in our company's history, it is important for us to
focus our energy and resources on securing a leadership position
in the growing digital media market," commented Henry F. Nelson,
ClearStory president and chief executive officer.  "Over the past
two years, we have executed key strategic changes and made
significant investments in our digital media development platform
and DAM application.  We now need to concentrate on leveraging
these investments for long-term shareholder value."

With the filing of the Form 15, ClearStory's obligation to file
certain reports with the SEC, including Forms 10-KSB, 10-QSB and
8-K, are suspended, and accordingly, ClearStory does not intend to
file its Form 10-KSB for the year ended March 31, 2006 with the
SEC.  ClearStory also expects, but cannot guarantee, that its
common stock will continue to be quoted on "Pink Sheets" after it
delists from the OTCBB; however, ClearStory cannot make any
assurances that brokerage firms will continue to make a market in
ClearStory's common stock after delisting.

ClearStory expects the deregistration of its common stock to
become effective within 90 days.

                    About ClearStory Systems

ClearStory Systems, Inc. -- http://www.clearstorysystems.com/--
is the leader in high-performance, content management solutions
for digital media communications.  ClearStory software manages the
enterprise digital media supply chain -- from creation and
collaboration, to lifecycle management and delivery -- to give
companies a competitive advantage, marketing agility, cost
avoidance, and maximum efficiency.  Backed by premier customer
support and service, ClearStory award-winning products are easy to
use and readily align with its customers' business objectives for
both a rapid return-on-investment and low total cost of ownership.

At Dec. 31, 2005, the Company's balance sheet showed $6,108,000 in
total assets and liabilities of $$7,785,000, resulting in a
stockholders' deficit of $1,677,000.

                           *   *   *

Miller Ellin & Company, LLP, expressed substantial doubt about
ClearStory Systems, Inc.'s ability to continue as a going concern
after it audited the Company's financial statement for the year
ended March 31, 2005.  The auditing firm pointed to the Company's
recurring losses and working capital deficiency.


DANA CORPORATION: Can Continue Divestiture Program Obligations
--------------------------------------------------------------
Dana Corporation and its debtor-affiliates obtained authority from
the U.S. Bankruptcy Court for the Southern District of New York to
continue to honor certain obligations under their historic
divestiture practice.

As reported in the Troubled Company Reporter on June 5, 2006,
prior to their bankruptcy filing and as part of the Divestiture
Program and their overall restructuring efforts, the Debtors
announced the sale or planned closure of several of their
businesses and facilities.  Among other things, the Debtors
disclosed:

   (a) the sale and exit of their flight operations business;

   (b) the closure of their facilities in Bristol, Virginia, and
       Buena Vista, Virginia, in their Automotive Systems Group
       as part of their move to a lower-cost production
       footprint; and

   (c) the planned divesture of their Engine Hard Parts Division,
       Fluids Division and Pump Products Division, which
       collectively employ more than 9,800 employees, generate
       more than $1,200,000,000 in revenues and operate in 44
       locations worldwide.

Consistent with past practice under their Divestiture Program,
the Debtors entered into 59 agreements with many of their
employees in the ordinary course of business related to the
Divestitures.

According to Corinne Ball, Esq., at Jones Day, in New York, five
of those agreements provide for severance on the termination of
the Flight Operations employees as a result of the sale and exit
of that division, and 22 of them provide for severance on the
closure of the Bristol and Buena Vista Facilities.  The remaining
32 Divestiture Agreements relate to the three proposed Division
Divestitures and provide for a sale completion incentive payment
to be paid only upon the sale and transition of the business to a
new owner.

Specifically, under the five Flight Operations Agreements:

   1. the Debtors are required to make a payment to each Flight
      Operations employee equal to 25% of annual salary within 60
      days after termination, provided that certain circumstances
      have been satisfied; and

   2. the Flight Operations employee is required to maintain the
      confidentiality of the agreement and sign a release prior
      to receiving payment.

Under the 22 Bristol and Buena Vista Facilities Agreements:

   1. the Debtors are required to make a payment to each
      employee, in an amount generally representing between two
      and five months of salary within 15 days after termination,
      provided that certain circumstances have been satisfied;
      and

   2. the employee must, among other things:

        -- remain employed with the company until termination;

        -- cooperate in the transfer of production to other
           facilities;

        -- maintain the confidentiality of the agreement; and

        -- sign a release prior to receiving payment.

Under the 32 Division Divestiture Agreements:

   1. upon the sale of the business and subject to certain
      conditions, the Debtors are required to make a sale
      completion incentive payment in two separate installments;

   2. the first installment, equal to 50% of the Incentive
      Payment, will be paid in cash within 60 days after the
      closing of any sale, provided that the employee remains
      employed by the company in his or her current position on
      the closing date;

   3. the second installment, equal to 50% of the Incentive
      Payment, will be paid in cash within 60 days after the
      expiration of six months from the closing date, provided
      that the employee accepts employment with the buyer as of
      the closing date and remains employed by the buyer for six
      months after the closing date;

   4. alternatively, the second installment will be paid by the
      Debtors within 60 days after the closing date if the
      employee does not receive an offer of employment with the
      buyer;

   5. in addition to the Incentive Payment, the Division
      Divestiture employee is entitled to a severance payment
      between 50% and 100% of annual salary in the event of a
      termination other than for cause, by the employee for good
      reason or for disability.  The severance payment must be
      paid within 60 days of the Qualifying Termination.

The Debtors' obligations under the Flight Operations Divestiture
Agreements total around $147,000, and the obligations under the
Bristol and Buena Vista Facilities Agreements amount to $206,000.
The Debtors' aggregate obligations under the Division Divestiture
Agreements total approximately $2,486,000 for the Incentive
Payments and $3,524,000 for the severance payments.

Under the Divestiture Program, the Debtors have historically
caused the buyer of their assets to assume the severance portion
of those agreements.  Accordingly, the Debtors expect that their
obligations under the Division Divestiture Agreements will be
limited to the Incentive Payment portion.

The Debtors have confirmed with Miller Buckfire & Co., their
current investment banker, that providing for the Divestiture
Agreements to ensure the assistance of critical employees during
the closure and selling process is not only critical to insure a
smooth and successful transition, but is also an ordinary course
industry practice.

The Divestiture Agreements were handled by the Debtors' corporate
development specialists and extended to employees that they
identified as necessary to:

   * assist in the marketing of the business;

   * assist in the sale and related diligence requirements;

   * enable them to assure potential buyers of adequate
     management to transition and maintain the business until a
     sale closes; and

   * assure that the value of the business is maintained and
     hence, the sale price obtained is maximized during a
     process that takes many months.

The offering memorandum for the Engine Hard Parts Division has
recently been distributed, and the offering memoranda for the
Fluids and Pump Products Divisions will follow, Ms. Ball
disclosed.

According to Ms. Ball, the Debtors' Chapter 11 cases have caused
a great sense of uncertainty among the Debtors' employees, which
has led to the departure of at least a few individuals that had
Divestiture Agreements.  The loss of more people will seriously
jeopardize the Debtors' ability to preserve the value of the
businesses to be divested and will pose a serious threat to the
ability to transition business to Mexico or other facilities and
to asset buyers.

                    About Dana Corporation

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to
those companies.  Dana employs 46,000 people in 28 countries.
Dana is focused on being an essential partner to automotive,
commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.
The company and its affiliates filed for chapter 11 protection
on Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne
Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in
Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, serves as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
serves as Dana's Chief Restructuring Officer.  Thomas Moers
Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they listed US$7.9
billion in assets and US$6.8 billion in liabilities as of
Sept. 30, 2005.  (Dana Corporation Bankruptcy News, Issue
No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000)


DANA CORPORATION: Court Approves Spicer Share Purchase Agreement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Dana Corporation and its debtor-affiliates authority to:

   (a) enter into and perform a Master Share Purchase Agreement
       dated May 30, 2006, by and among the Debtors, Desc
       Automotriz, S.A. de C.V., Inmobilaria Unik, S.A. de C.V.,
       Spicer, S.A. de C.V., and Dana Holdings Mexico, S. de
       R.L. de C.V., relating to dissolution of the Spicer Joint
       Venture; and

   (b) assume the Trademark License Agreement between Dana and
       Transmisiones TSP, S.A. de C.V., as amended, regarding
       the license of the "Spicer" trademark.

A full-text copy of the Master Share Purchase Agreement is
available for free at http://researcharchives.com/t/s?b4d  

Spicer is a holding company, which, through its subsidiaries, is
engaged in the manufacture and sale of automotive parts in
Mexico.  The Debtors have full title to 5,329,801,806 Spicer
shares, which represents 48.803% of the issued and total
outstanding shares of Spicer.

As reported in the Troubled Company Reporter on June 16, 2006,
the Debtors and Desc Automotriz are parties to the Spicer, S.A.
de C.V. Shareholders Agreement, as amended, dated as of
May 19, 2000, which:

   -- prohibits the Debtors from manufacturing or selling
      products in Mexico directly competitive with those of
      Spicer; and

   -- provides that Desc Automotriz will be a preferred partner
      through Spicer should the Debtors expand their production
      in Mexico.

According to Corinne Ball, Esq., at Jones Day, in New York, the
Debtors and Desc Automotriz have agreed on a series of
transactions to unwind the Spicer JV which are memorialized in
the Share Purchase Agreement and other related agreements.

Upon completion of the transactions:

   (a) the Dana Companies will have acquire sole ownership of
       the Spicer Entities involved in the manufacture of axles,
       driveshafts and gears and the casting and forging
       businesses, along with some companies that support those
       operations -- the Dana Targets -- which include:

          * Ejes Tractivos, S.A. de C.V. -- Etrac,
          * Engranes C>nicos, S.A. de C.V. -- ENCO,
          * Cardanes, S.A. de C.V.,
          * Autometales, S.A. de C.V. -- AMSA,
          * Forjas Spicer, S.A. de C.V.,
          * Direcspicer, S.A. de C.V.,
          * Spicer Servicios, S.A., and
          * Corporaci>n Inmobiliaria; and

   (b) Desc Automotriz and Spicer will have acquire sole
       ownership of the remaining JV Subsidiaries.

The Share Purchase Agreement provides for the Debtors'
divestiture of the Dana JV Shares and the acquisition of the
shares of the Dana Targets:

   1. The Debtors will contribute US$19,500,000, to ENCO and
      Cardanes in return for hybrid securities, which will be
      treated as equity under U.S. law and debt under Mexican
      law;

   2. The debt owed by AMSA to Spicer will be capitalized by
      each of Desc Automotriz and Inmobiliaria Unik,
      contributing cash to AMSA in an amount equal to their
      percentage ownership in AMSA times the value of AMSA's
      debt, with the remaining portion of AMSA's indebtedness to
      Spicer being converted into additional equity held by
      Spicer in AMSA;

   3. All intercompany debt owed by the Dana Targets to Spicer
      will be assigned to Corporacion Inmobiliaria in return for
      Corporacion Inmobiliaria's issuance of additional shares
      of its stock to Spicer in satisfaction of all of the debt;

   4. After satisfaction of certain obligations, the Debtors and
      Desc Automotriz will split the cash held in Spicer and all
      of its subsidiaries based on their ownership interests in
      Spicer, with the resulting cash distribution to the Dana
      Targets being used to fund their ongoing operations;

   5. Desc Automotriz will buy the Debtors' shares in Spicer for
      US$166,010,000, to be paid in the form of a promissory
      note;

   6. ENCO and Cardanes will dividend the funds they received
      under the Hybrid Loans to Spicer and Inmobiliaria Unik;

   7. The Debtors will transfer the Desc Automotriz Promissory
      Note to Dana Holdings Mexico SRL de C.V., which is a
      wholly owned non-debtor Mexican subsidiary, to facilitate
      the contemplated transactions; and

   8. Dana Mexico will buy the Dana Targets from Spicer by
      transferring the Desc Automotriz Promissory Note to
      Spicer.

After the Spicer Transaction is consummated, the Debtors will
have swapped around 49% of their interest in Spicer, plus
US$19,500,000, for 100% ownership of the Dana Targets.

A diagram of the Spicer Transaction is available for free at:

               http://researcharchives.com/t/s?b4e  

Pursuant to the Share Purchase Agreement, the parties will
adjust the purchase prices of the Dana JV Shares and the shares
of the Dana Targets at Closing to take into account levels of
working capital and cash in Spicer and its subsidiaries as of
June 30, 2006, with an adjustment for any prepetition payables
paid after June 30, 2006.

In the event that the actual working capital amounts for either
the Desc Targets or the Dana Targets diverge by 15% or more from
the average of the projected working capital amounts of the Desc
Targets and the Dana Targets, Desc Automotriz or Dana Mexico
will pay an adjustment to the purchase prices in the amount by
which the divergence exceeds 15%.

The parties have also agreed to estimate the level of cash as of
June 30, 2006, in Spicer and its subsidiaries and to debit and
credit from their own portions of that cash, which is based on
the ownership percentages in Spicer and the JV Subsidiaries, the
amounts required to satisfy the obligations of certain parties.

The Share Purchase Agreement contemplates that the Debtors will
reimburse Spicer for certain expenditures totaling US$7,000,000,
made on the Debtors' behalf to prepare and execute certain
projects to be pursued by the Dana Targets post-Closing.

The Debtors will reimburse Spicer for any amounts required to
terminate certain leases with GE relating to automobiles used by
employees of the Dana Targets.

To optimize the production capacity of the Dana Targets, the
Debtors plan to move a variety of production equipment from
certain of their U.S. facilities to facilities that will be
owned by the Dana Targets after the Spicer Transaction closes,
including:

   1. the moving assembly equipment from Fort Wayne, Indiana,
      and Buena Vista, Virginia, to a facility owned by Etrac in
      Mexico City;

   2. the moving axle related equipment from Cape Girardeau,
      Missouri, and Fort Wayne, Indiana, to the Etrac Facility;

   3. the moving plant steering machinery and assembly
      operations from Lima, Ohio, to a plant owned by Cardanes
      in Quer,taro, Mexico;

   4. the moving plant driveshaft machining from Bristol,
      Virginia, to the Cardanes Facility; and

   5. the moving plant driveshaft machining from Pottstown,
      Virginia, to the Cardanes Facility.

                    About Dana Corporation

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to
those companies.  Dana employs 46,000 people in 28 countries.
Dana is focused on being an essential partner to automotive,
commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.
The company and its affiliates filed for chapter 11 protection
on Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne
Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in
Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, serves as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
serves as Dana's Chief Restructuring Officer.  Thomas Moers
Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they listed US$7.9
billion in assets and US$6.8 billion in liabilities as of
Sept. 30, 2005.  (Dana Corporation Bankruptcy News, Issue
No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000)


DOMINION RESOURCES: S&P Rates Proposed $300 Million Notes at BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Dominion Resources Inc.'s proposed $300 million enhanced junior
subordinated notes.  At the same time, Standard & Poor's affirmed
its 'BBB' corporate credit rating on the company.

The proceeds from the notes will be used for general corporate
purposes, including the repayment of existing debt.

The outlook is stable.  As of March 31, 2006, Richmond, Virginia-
based Dominion had about $18.8 billion of GAAP debt.

The ratings on Dominion Resources reflect the relative cash flow
stability and supportive regulatory environment for its utility
subsidiary, combined with riskier oil and gas exploration and
production operations and a growing portfolio of unregulated power
generation.

"Although Dominion's current financial measures are weak, the
stable outlook reflects expected improvement in 2007 and beyond,"
said Standard & Poor's credit analyst Aneesh Prabhu.

The securities are rated two notches below the corporate credit
rating on Dominion Resources to reflect their subordinated
position in the company's capital structure and the potential for
interest deferral.


DORAL FINANCIAL: Completes Sale of $2.5 Billion of Mortgage Loans
-----------------------------------------------------------------
Doral Financial Corporation (NYSE: DRL) successfully completed
the sale of approximately $2.5 billion in mortgage loans to
an affiliate of Deutsche Bank Securities Inc.  Except for
$100 million in mortgage loans that were not previously
transferred to FirstBank Puerto Rico, all the mortgage loans
sold had been previously transferred to FirstBank in several
transactions occurring between the years 2000 and 2004.

The sale of these mortgage loans is part of Doral's initiative to
restructure the terms of certain prior mortgage loan transfers and
related servicing arrangements, which were recharacterized as
secured borrowings as part of the previously announced restatement
process.  The transactions are expected to have a positive impact
on Doral's regulatory capital ratios.

In addition, as part of this process, on May 25, 2006, Doral
entered into credit agreements with FirstBank to document as
secured borrowings the loan transfers between the parties that
prior to the restatement had been accounted for as sales.  The
aggregate amount of the borrowings documented under the credit
agreements is $2.9 billion.  The agreements are secured by a
pledge of the mortgage loans that were previously transferred by
Doral to FirstBank.  After the repayment of loans from the
proceeds of the sale of these mortgage loans, the aggregate unpaid
balance of the loans was reduced to $450 million.

                     About Doral Financial

Doral Financial Corporation -- http://www.doralfinancial.com/
-- a financial holding company, is the largest residential
mortgage lender in Puerto Rico, and the parent company of Doral
Bank, a Puerto Rico based commercial bank, Doral Securities, a
Puerto Rico based investment banking and institutional brokerage
firm, Doral Insurance Agency, Inc. and Doral Bank FSB, a federal
savings bank based in New York City.

                          *     *     *

As reported in the Troubled Company Reporter on June 13, 2006,
Standard & Poor's Ratings Services lowered its long-term ratings
on Doral Financial Corp. (NYSE: DRL), including the company's
long-term counterparty rating, to 'B+' from 'BB-'.  At the same
time, Doral's outlook remains on CreditWatch with negative
implications.


DPL INC: Deleveraging Prompts Moody's to Upgrade Ratings
--------------------------------------------------------
Moody's Investors Service upgraded DPL Inc.'s senior unsecured
debt to Baa3 from Ba1, and upgraded The Dayton Power and Light
Company's senior secured debt to A3 from Baa1; Issuer Rating to
Baa1 from Baa2; and preferred stock to Baa3 from Ba1.  Moody's
also upgraded the trust preferred securities issued by DPL Capital
Trust II to Ba1 from Ba2.  This action concludes the review for
possible upgrade that was initiated on April 17, 2006.  The rating
outlook is positive for DPL, DP&L, and DPL Capital Trust II.

The upgrades reflect the lower business risk profile of the
consolidated DPL organization as a result of a significant
deleveraging of the parent company following the sale of the
private equity portfolio that had exposed the company to a higher
degree of risk and uncertainty compared to DP&L's regulated
utility operations.  DPL raised cash proceeds from the portfolio
sale of approximately $868 million, approximately $450 million of
which has been used for debt reduction.  The upgrades reflect the
company's renewed focus on its core regulated utility business,
and constructive amendments to the utility's rate stabilization
plan that provide some rate clarity through 2010, as well as
improved recovery of fuel and environmental costs.

The upgrades also consider the company's strong consolidated cash
flow coverage ratios, including a ratio of cash from operations to
debt of approximately 20% and a ratio of CFO plus interest to
interest of approximately 3.4 times in 2005, on a Moody's adjusted
basis.  These ratios justify a low investment grade rating for DPL
in accordance with guidelines in Moody's rating methodology for
electric utilities in the medium global risk category.

The rating outlook is positive for both DPL and DP&L. The positive
outlook reflects Moody's expectation that the consolidated
financial performance at DPL will continue to improve as fuel and
environmental related rate increases are enacted and as capital
expenditures for environmental compliance begin to decrease from
the peak year anticipated in 2006.  DPL is also expected to reduce
leverage further at the parent company, lowering interest costs
and improving coverage metrics.

Although the financial metrics at both the parent and subsidiary
might be commensurate with a further upgrade in the near term,
there is considerable uncertainty about top leadership at the
company. DPL has an outgoing chief executive officer and no chief
operating officer.  The company announced yesterday that its
executive chairman would also step down on June 30 when his
current management contract expires. Positive changes in corporate
governance, controls, and corporate culture have been noted.  
However, the resolution of DPL's leadership and clarity on the new
top management's strategy are limiting factors for further rating
improvement in the near term.

Ratings upgraded:

   * DPL's senior unsecured debt to Baa3 from Ba1;

   * DP&L's senior secured debt to A3 from Baa1; Issuer Rating to
     Baa1 from Baa2; and preferred stock to Baa3 from Ba1;

   * DPL Capital Trust II trust preferred securities to Ba1 from
     Ba2

DPL Inc., headquartered in Dayton, Ohio, is a diversified regional
energy company operating in Ohio through its subsidiaries The
Dayton Power and Light Company, DPL Energy, LLC, and MVE, Inc.


DS WATERS: Moody's Upgrades Ratings on $307 Million Loan to B3
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of DS Waters
Enterprises, LP to reflect the significant improvement in
the company's financial and operating profile since its
recapitalization and business restructuring effected with the sale
of DS Waters to investment fund Kelso & Company and new executive
management at the end of 2005.

The ratings outlook is positive reflecting Moody's expectation for
further improvement in profitability and cash flow generation
throughout the intermediate term principally as a result of
ongoing cost cutting efforts and stabilization of declines in
Home-Office Delivery of water customers -- the company's largest
business segment.

These ratings were upgraded:

   * To B3 from Caa3, $307 million senior secured credit facility
     consisting of a $92 million revolver, due 2008, and
     approximately $215 million term loans outstanding, due 2009

   * To Caa1 from Caa3, Corporate Family Rating

   * The ratings outlook is positive.

DS Waters' ratings are constrained by the ongoing challenges in
HOD, including limited pricing flexibility due to ongoing
significant competition from lower-priced water coolers being sold
at retail outlets.  Also constraining the ratings is the still-
limited track record for free cash flow generation and sustained
earnings improvement following the sale of the company in November
2005.

The ratings outlook could revert to stable should the company's
recovery efforts stall or if there were or any meaningful
increases in debt or uses of cash for acquisitions, dividends or
otherwise, or further increases in capital spending outside of
current expectations.

For further information, refer to Moody's Credit Opinion on DS
Waters.

DS Waters Enterprises, LP is a leading U.S. provider of a range of
water products including 5 gallon and 3 gallon returnable bottles,
2.5 gallon and 1 gallon high density polyethylene bottles,
individual serving or polyethylene terephthalate bottles, water
dispensers, filtration products, and other ancillary items such as
coffee, food products, cups, and stirrers.  The company was
originally formed in 2003 by the combination of the home-office
water delivery businesses of Groupe Danone and Suntory Limited,
and was sold to investment fund Kelso and new executive management
in November 2005.  Revenue in 2005 was an estimated $780 million.


ED CATES: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Ed Cates
        aka Ed Cates Land Investment Company
        aka Ed Cates Land Company
        7996 Highway 70
        Calera, Alabama 35040
        Tel: (205) 668-2656

Bankruptcy Case No.: 06-02137

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: June 21, 2006

Court: Northern District of Alabama (Birmingham)

Debtor's Counsel: Andre' M. Toffel, Esq.
                  Andre' M. Toffel, P.C.
                  1929 3rd Avenue North
                  3rd Floor, Farley Building
                  Birmingham, Alabama 35203
                  Tel: (205) 252-7115

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                            Claim Amount
   ------                            ------------
Ray Archibald                            $400,000
P.O. Box 38
Halls, TN 38040

Cyrus & Linda Fulton                     $250,000
2045 Highway 99
Shelby, AL 35143-5513

Roy Lucas                                $250,000
155 Melton Street
Montevallo, AL 35115

Colonial Bank, N.A.                      $156,000

Malcomb Graves, Jr.                      $150,000

Pat Sanford                              $150,000

Peggie L. Killingworth                   $100,000

Anthony Dean Snable, Esq.                 $10,000

Smith Excavating                          $40,000

AmSouth Bank/Bankcard                      $9,400

Estate of Walter Franklin                      $1


EL POLLO: Gets Lenders' Requisite Consents for Indenture Changes
----------------------------------------------------------------
El Pollo Loco Inc. and EPL Intermediate Inc. disclosed that in
connection with the tender offer and consent solicitation for
its 11-3/4% Senior Notes due 2013 and by Intermediate for its
14-1/2% Senior Discount Notes due 2014, a majority of holders in
principal amount of both notes have provided the requisite
consents to amend the indentures governing the Notes.

As of May 30, 2006, El Pollo Loco had received tenders and
consents for $124,726,000 in aggregate principal amount of the
11-3/4% Notes, representing approximately 99.93% of the
outstanding Notes and Intermediate had received tenders and
consents for $39,342,000 in aggregate principal amount of the
14-1/2% Notes, representing 100% of the outstanding Notes.

Holders may no longer withdraw Notes that were previously or
hereafter tendered, except as described in the Offer to Purchase
and Consent Solicitation Statement, dated May 15, 2006.  The
tender offer is scheduled to expire at 5 p.m., New York City
time, on July 12, 2006, unless extended or earlier terminated.

Holders of the 11-3/4% Notes who tendered their Notes prior to
the consent deadline will receive a consent payment of US$50 per
US$1,000 principal amount of the 11-3/4% Notes validly tendered
and accepted for purchase, and Holders of the 14-1/2% Notes who
tendered their Notes prior to the Consent Deadline will receive
a consent payment of $50 per $1,000 of accreted value of the
14-1/2% Notes validly tendered and accepted for purchase, in
each case in addition to the tender offer consideration as
described in the Offer to Purchase plus, in the case of the
11-3/4% Notes, accrued and unpaid interest on the 11-3/4% Notes.

On the date of the Consent Deadline, El Pollo Loco and
Intermediate executed a supplemental indenture to the indentures
governing each of the 11-3/4% Notes and the 14-1/2% Notes which
supplemental indentures, among other things, eliminated
substantially all of the restrictive covenants, certain events
of default provisions and certain conditions to defeasing the
Notes in the indentures.  The supplemental indentures will
become operative when the Notes are accepted for payment by each
of El Pollo Loco and Intermediate pursuant to the Offer to
Purchase.

The Offer is subject to the satisfaction of certain conditions,
including:

   -- consummation of the Common Stock Offering,
   -- El Pollo Loco entering into a new credit facility,
   -- a requisite consent condition,
   -- minimum tender condition,
   -- condition that each of the Offers be consummated and
   -- that each of El Pollo Loco and Intermediate receives
      consents from a majority of holders of each of the
      11-3/4% Notes and the 14-1/2% Notes.

The detailed terms and conditions of the Offer are contained in
the Offer to Purchase.  Requests for documents may be directed
to the information agent for the offer at:

         Global Bondholder Services Corporation,
         Tel: 866-937-2200.

Additional information concerning the Offer may be obtained by
contacting the dealer manager and solicitation agent for the
offer at:

         Merrill Lynch, Pierce, Fenner & Smith Incorporated,
         Tel: 212-449-4914 (collect)
              888-ML4-TNDR (U.S. toll-free)

                       About El Pollo Loco

El Pollo Loco -- http://www.elpolloloco.com/-- pronounced
"L Po-yo Lo-co" and Spanish for "The Crazy Chicken," is the
nation's leading quick-service restaurant chain specializing in
flame-grilled chicken and Mexican-inspired entrees.  Founded in
Guasave, Mexico, in 1975, El Pollo Loco's long-term success
stems from the unique preparation of its award-winning "pollo"
-- fresh chicken marinated in a special recipe of herbs, spices
and citrus juices passed down from the founding family.

                        *    *    *

As reported in the Troubled Company Reporter on May 23, 2006,
Standard & Poor's Ratings Services expected to raise its
corporate credit rating on El Pollo Loco Inc. to 'B+' from 'B'
upon the successful completion of the company's planned IPO.
S&P said the outlook is stable.

Standard & Poor's also assigned a 'B+' rating, same as the
expected corporate credit rating, to the company's planned
US$200 million senior secured bank loan.  A recovery rating of
'2' is also assigned to the loan, indicating the expectation for
substantial (80%-100%) recovery of principal in the event of a
payment default.

                        *    *    *

Moody's Investors Service upgraded El Pollo Loco, Inc.'s
corporate family rating to B1 from B3 and assigned B1 ratings to
the company's proposed US$200 million senior secured credit
facility following the company's proposed initial public
offering of shares of its common stock and planned refinancing
of its existing debt.  At the same time, the SGL-2 Speculative
Grade Liquidity rating was affirmed.  The outlook remains
stable.


ENRON CORP: BroadBand Unit Insists i2 Technologies Owes $1.01MM
---------------------------------------------------------------
Enron Broadband Services, Inc., provided services and products to
i2 Technologies, Inc., pursuant to a Network Services Agreement,
dated as of September 17, 2000.

Barry J. Dichter, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, relates that i2 Technologies presently owes a
$1,014,912 matured debt to EBS that is past due.  

The matured debt includes $223,898 of interest calculated as
prescribed in the Services Agreement from the due date of the
applicable invoice through March 31, 2006.

EBS has made a demand on i2 Technologies for payment of amounts
that it owes to EBS, but until now, i2 has refused the pay its
obligations, Mr. Dichter tells Judge Gonzalez.

Hence, EBS asks the U.S. Bankruptcy Court for the Southern
District of New York to:

   (1) declare that i2 Technologies owes a $1,014,912 matured
       debt to EBS and compel i2 to pay its obligations;

   (2) declare that i2 Technologies' failure to pay the matured
       debt constitutes a violation of Sections 362(a)(3),
       362(a)(7) and 542(b) of the Bankruptcy Code; and

   (3) award EBS its costs and expenses, including attorney's
       fees, incurred in connection with its efforts to obtain i2
       Technologies' compliance with its obligations, together
       with accrued interest.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Luc A. Despins, Esq., Matthew Scott Barr,
Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy,
LLP, represent the Official Committee of Unsecured Creditors.
(Enron Bankruptcy News, Issue No. 172; Bankruptcy Creditors'
Service, Inc., 15/945-7000)


ENRON CORP: Inks Stipulation Reclassifying Revolving Credit Claims
------------------------------------------------------------------
Enron Corp. and Citibank, N.A., agree to modify a stipulation,
dated August 10, 2005, that the parties entered into in
connection with their 364-Day Revolving Credit Agreement.

Pursuant to the Stipulation, Enron caused the docketing agent to
create a separate claim -- Claim No. 99090 -- for the Remaining
Non-Challenged Revolver Debt Claim for $360,284,937, which claim
was assigned.

Claim No. 14196 -- the 364-Day Revolver Claim -- consists solely
of the Remaining Challenged Revolver Debt Claim for $393,671,231.

After approval of the Stipulation, Enron became aware that as a
result of a computational error, interest that should have been
allocated to the principal associated with the remaining
challenged revolver debt claim was mistakenly included in the
amount of the Remaining Non-Challenged Revolver Debt Claim.

Enron informed Citibank of the misallocation and both parties
subsequently agreed to enter into the First Amendment.

The parties agree that Claim No. 99090 will be decreased by
$1,275,578 and Claim No. 14196 will be increased by $1,275,578.

The U.S. Bankruptcy Court for the Southern District of New York
approves the First Amendment to the Stipulation.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Luc A. Despins, Esq., Matthew Scott Barr,
Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy,
LLP, represent the Official Committee of Unsecured Creditors.
(Enron Bankruptcy News, Issue No. 172; Bankruptcy Creditors'
Service, Inc., 15/945-7000)


EXTENDICARE INC: Board Approves Proposed Company Reorganization
---------------------------------------------------------------
The Board of Directors of Extendicare Inc. (TSX: EXE.A)(TSX:
EXE)(NYSE: EXE.A) unanimously approved a proposed reorganization,
which, subject to approvals, will be implemented by a plan of
arrangement and will involve:

   * The spin-off of Assisted Living Concepts, Inc. (an indirect
     wholly owned Nevada corporation), as a public company
     expected to be listed on the New York Stock Exchange to the
     Subordinate Voting and Multiple Voting shareholders of
     Extendicare; and

   * After giving effect to the Spin-Off of ALC, the conversion of
     Extendicare into a Canadian real estate investment trust,
     expected to be listed on the Toronto Stock Exchange.

On completion of the Reorganization:

   * Extendicare Subordinate Voting shareholders will be entitled
     to receive one unit of the Extendicare REIT and one ALC
     subordinate voting Class A common share for each Extendicare
     Subordinate Voting Share; and

   * Extendicare Multiple Voting shareholders will be entitled to
     receive 1.075 units of the Extendicare REIT and one ALC
     multiple voting Class B common share for each Extendicare
     Multiple Voting Share.

"I am pleased that this strategic reorganization is proceeding in
such a positive direction for our shareholders," Mr. Mel
Rhinelander, President and Chief Executive Officer of Extendicare,
stated.  "The Reorganization will ensure that Extendicare
continues its legacy of providing quality services and facilities
for its residents, while maintaining strong relationships with its
employees, suppliers and partners.  Our senior management believes
and the Board has concluded that the Reorganization will unlock
shareholder value previously unrecognized and permit maximum
flexibility for investors to adopt their own specific investment
strategy."

The Reorganization will require two-thirds approval of the
Subordinate Voting shareholders and the Multiple Voting
shareholders voting in person or by proxy at separate shareholder
meetings, approval of the Ontario Superior Court of Justice and
various Canadian and U.S. regulatory approvals.  It is anticipated
the Reorganization will be completed in Extendicare's 2006 third
quarter.

The Board believes the Reorganization is in the best interests of
Extendicare and is fair to the Subordinate Voting and Multiple
Voting shareholders.  All the directors of the Board have advised
Extendicare that they will vote for the Reorganization and to the
extent applicable will exercise their options and participate in
the Reorganization.  The Board recommends that the Extendicare
shareholders approve the Reorganization.

Mr. Michael Burns and Mr. David Hennigar, on behalf of their
respective families which own in aggregate approximately 8,292,946
Multiple Voting Shares and 28,667 Subordinate Voting Shares of
Extendicare, confirmed to Extendicare they will support the
Reorganization.

It is anticipated that the Reorganization will be completed
without disruption to the Extendicare operations, employees and
residents of any Extendicare facilities.  The Extendicare REIT and
ALC will be independently managed, operated and financed.

In addition, Extendicare is finalizing plans with respect to
certain ancillary assets and liabilities.

It is expected that all options under Extendicare's stock option
plan will be exercised immediately prior to the effective time of
the Reorganization.

                        Extendicare REIT

The Extendicare REIT, through wholly owned operating entities,
will continue to operate the U.S. and Canadian skilled nursing
home and related businesses of Extendicare and will apply for a
TSX listing.  The Extendicare REIT will have an eight-member board
of trustees.  Mr. Fred Ladly, the current Deputy Chairman and a
former Chief Executive Officer of Extendicare, and Mr. Mel
Rhinelander will be the non-executive Chairman and non-executive
Vice-Chairman, respectively with Mr. Phil Small, the current
President and Chief Operating Officer of EHSI, and Mr. Richard
Bertrand, the current Chief Financial Officer of Extendicare,
being the President and Chief Executive Officer and the Chief
Financial Officer, respectively.

The Trustees of the Extendicare REIT will determine the REIT's
distribution policy from time to time, which will be dependent on
various economic factors.

                        Debt Refinancing

In connection with the Reorganization, Extendicare anticipates
refinancing the senior and senior subordinated notes and revolving
credit facility and term loan of Extendicare Health Services,
Inc., an indirect wholly owned U.S. holding company of
Extendicare.  In addition, management is reviewing the potential
for refinancing its Canadian mortgages.

                        Preferred Shares

Following the completion of the Reorganization, Extendicare
anticipates redeeming all of its outstanding preferred shares at
CDN$25 per share, representing approximately CDN$20.1 million,
plus accrued dividends.  After this redemption, Extendicare will
apply to the Canadian Securities Commissions to terminate its
reporting issuer's status.

                              ALC

In connection with the Spin-Off, Extendicare will transfer 29
assisted living facilities currently owned by EHSI to ALC.  
Extendicare also expects that ALC and Extendicare REIT will enter
into customary, short-term transitional services arrangements to
be conducted on an arms length basis.

Upon completion of the Reorganization, ALC will operate 206
assisted living facilities, totalling 8,251 units, in 17 states,
and will rank in the top five in size of assisted living companies
in the U.S.  On a pro forma basis, including the operations of ALC
for the month of January 2005, ALC's revenue for the year ended
Dec. 31, 2005, and for the three months ended March 31, 2006,
would have been $214 million and $55 million.

ALC will have an eight member Board of Directors.  Mr. David
Hennigar (the current Chairman of Extendicare) and Mr. Mel
Rhinelander will be the non-executive Chairman and non-executive
Vice-Chairman, respectively of ALC.  Laurie A. Bebo (currently the
President and Chief Operating Officer) will be the President and
Chief Executive Officer of ALC.

                      About Extendicare Inc.

Headquartered in Markham, Ontario, Extendicare Inc. is currently a
major provider of long-term care and related services in North
America.  Through its subsidiaries, Extendicare operates 438
nursing and assisted living facilities in North America, with
capacity for over 34,700 residents.  As well, through its
operations in the United States, Extendicare offers medical
specialty services such as subacute care and rehabilitative
therapy services, while home health care services are provided in
Canada.  Extendicare employs 38,300 people in North America.

                          *     *     *

At June 19, 2006, Standard & Poor's assigned Extendicare Inc. a
BB- long-term foreign and local issuer credit rating.


FALCONBRIDGE LTD: Xstrata Gets Canadian Anti-Trust Clearance
------------------------------------------------------------
Xstrata plc received an Advance Ruling Certificate from the
Canadian Competition Bureau with respect to its offer to purchse
Falconbridge Limited for CDN$16.1 billion.  Xstrata is now free
to pursue its bid for the Canadian company.

As previously reported, the U.S. Department of Justice had also
cleared Xstrata's offer from any competition issues.  The
decision from the European competition authorities will be given
on July 13, 2006.

                       About Xstrata

Xstrata plc -- http://www.xstrata.com/-- is a major global
diversified mining group, listed on the London and Swiss stock
exchanges.  The Group is and has approximately 24,000 employees
worldwide, including contractors.

Xstrata does business in six major international commodities
markets: copper, coking coal, thermal coal, ferrochrome,
vanadium and zinc, with additional exposures to gold, lead and
silver.  The Group's operations and projects span four
continents and nine countries: Australia, South Africa, Spain,
Germany, Argentina, Peru, Colombia, the U.K. and Canada.

                     About Falconbridge

Headquartered in Toronto, Ontario, Falconbridge Limited
(TSX:FAL.LV)(NYSE: FAL) -- http://www.falconbridge.com/-- is a
leading copper and nickel company with investments in fully
integrated zinc and aluminum assets.  Its primary focus is the
identification and development of world-class copper and nickel
orebodies.  It employs 14,500 people at its operations and
offices in 18 countries.  The Company owns nickel mines in
Canada and the Dominican Republic and operates a refinery and
sulfuric acid plant in Norway.  It is also a major producer of
copper (38% of sales) through its Kidd mine in Canada and its
stake in Chile's Collahuasi mine and Lomas Bayas mine.  Its
other products include cobalt, platinum group metals, and zinc.

                        *    *    *

Falconbridge's CDN$150 million 5% convertible and callable bonds
due April 30, 2007, carries Standard & Poor's BB+ rating.


FEDERAL-MOGUL: Has Until August 1 to Make Lease-Related Decisions
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the period within which Federal-Mogul Corporation and its
debtor-affiliates can elect to assume, assume or assign, or
reject non-residential real property leases, through and
including August 1, 2006.

The Debtors are seeking to:

     * consolidate their facilities to eliminate redundancies and
       inefficiencies; and

     * shift certain manufacturing efforts to portions of the
       country and the world more suitable to their businesses,
       consistent with the overall business plan.

The extension would preserve the maximum flexibility in
restructuring the Debtors' business.  

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


FIRSTLINE CORP: David Cranshaw Appointed as Chapter 11 Trustee
--------------------------------------------------------------
Pursuant to the U.S. Bankruptcy Court for the Middle District of
Georgia's order directing the U.S. Trustee to appoint a chapter 11
Trustee in accordance with the Section 1104 of the Bankruptcy
Code, Felicia S. Turner, the U.S. Trustee for Region 21 appointed
David W. Cranshaw, Esq., as the chapter 11 Trustee for the
Debtor's bankruptcy case.

As reported in the Troubled Company Reporter on June 2, 2006, the
Official Committee of Unsecured Creditors sought the Court to
appoint a chapter 11 Trustee.

The Committee cited these events as basis for its request:

   (a) bidding procedures "fiasco" and the Debtor's loan defaults;

   (b) the intent of Donald J. Murphy, the Debtor's sole
       shareholder and sole director, to be part of a "joint
       venture" that will submit a bid to acquire the Debtor's
       assets of the Debtor;  

   (c) the Debtor's failure to obey court orders;

   (d) the Debtor's failure to cooperate with the Committee;

   (e) the utter waste engendered by the Debtor's actions and
       inactions;

   (f) the Debtor has not yet filed any of the required monthly
       operating reports;

   (g) the fact that for the past two years the Debtor had
       multiple Chief Financial Officers (including a CFO employed
       postpetition for only a few weeks) and Chief Restructuring
       Officers, evidencing a great deal of instability, largely
       attributable to difficulty in dealing with the Debtor's
       President.

Mr. Cranshaw can be reached at:

         David W. Cranshaw, Esq.
         Morris, Manning & Martin, LLP
         3343 Peachtree Road, N.E.
         1600 Atlanta Financial Center
         Atlanta, GA 30326
         Tel: (404) 504-7605

Mr. Cranshaw has advised the U.S. Trustee that he is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Valdosta, Georgia, FirstLine Corporation --
http://www.firstlinecorp.com/-- supplies home-building and  
construction materials.  The company filed for chapter 11
protection on Mar. 6, 2006 (Bankr. M.D. Ga. Case No. 06-70145).
Ward Stone, Jr., Esq., at Stone & Baxter, LLP, represents the
Debtor in its restructuring efforts.  Todd C. Meyers, Esq., at
Kilpatrick Stockton LLP represent the Official Committee of
Unsecured Creditors.  As of Jan. 31, 2006, the Debtor reported
assets totaling $37,061,890 and debts totaling $26,481,670.


FIRSTLINE CORP: Court Okays Termination of Stone & Baxter's Work
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia
allowed Ward Stone, Jr., Esq., James P. Smith, Esq., and their
firm, Stone & Baxter, LLP, to withdraw as FirstLine Corporation's
bankruptcy counsel.

As reported in the Troubled Company Reporter on March 21, 2006,
Stone & Baxter was hired as the Debtor's counsel.

Donald J. Murphy, the company's president, finds it necessary to
terminate Stone & Baxter's services to the Debtor.  Documents with
the Court did not state the reason for Stone & Baxter's departure.

Headquartered in Valdosta, Georgia, FirstLine Corporation --
http://www.firstlinecorp.com/-- supplies home-building and  
construction materials.  The company filed for chapter 11
protection on Mar. 6, 2006 (Bankr. M.D. Ga. Case No. 06-70145).
Ward Stone, Jr., Esq., at Stone & Baxter, LLP, represents the
Debtor in its restructuring efforts.  Todd C. Meyers, Esq., at
Kilpatrick Stockton LLP represent the Official Committee of
Unsecured Creditors.  As of Jan. 31, 2006, the Debtor reported
assets totaling $37,061,890 and debts totaling $26,481,670.


FORD MOTOR: Unveils 2007 Lineup Amidst Declining SUV Sales
----------------------------------------------------------
Ford Motor Co. unveiled its 2007 lineup of new crossover and all-
wheel-drive cars to attract new customers and halt declining
sales, reports said.

Ford's 2007 lineup includes:

   -- new five-passenger Edge crossover vehicle, to be built at
      the Company's Oakville plant, and is due in showrooms in
      November 2006;

   -- new Lincoln MKX;

   -- new Ford Shelby GT, a Mustang powered by a 500 horsepower
      V-8, goes on sale in June;

   -- redesigned Ford Expedition SUV, the Expedition EL model with
      more storage capacity, and Lincoln Navigator SUVs will go on
      sale in Septermer 2006, Navigator L will follow; and

   -- all-wheel-drive in the Ford Fusion, Mercury Milan and
      Lincoln MKZ models.

Crossover vehicles are sport utility vehicles but smaller in size.

                        Declining SUV Sales

Unnamed Ford officials said that the Company might not be able to
earn profit in North America by 2008 because of declining SUV
sales and high gasoline prices, reports said.

Those officials said that General Motors Corp. and Toyota Motor
Corp. may erode sales of Ford's pickup trucks, Bloomberg reported.

J.D. Power and Associates reported that consumer demand for new
midsize SUVs continued to slow, Wall Street Journal said.  The
segment, made up of traditional midsize SUVs, currently records
the second-longest length of time on dealership lots among the 26
segments tracked by auto information company.

                         About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Company --
http://www.ford.com/-- is the world's third largest automobile
manufacturer.  The Company manufactures and distributes
automobiles in 200 markets across six continents.  With more than
324,000 employees worldwide, the company's core and affiliated
automotive brands include Aston Martin, Ford, Jaguar, Land Rover,
Lincoln, Mazda, Mercury and Volvo.  Its automotive-related
services include Ford Motor Credit Company and The Hertz
Corporation.

                           *     *     *

As reported in the Troubled Company Reporter on June 12, 2006,
Fitch downgraded long-term ratings for both Ford Motor Company and
Ford Motor Credit Company with a Negative Rating Outlook, and
assigned these Recovery Ratings:

  Ford:

    -- Issuer Default Rating to 'B+' from 'BB'
    -- Senior unsecured to 'BB-/RR3' from 'BB'

  FMCC:

    -- Issuer Default Rating to 'B+' from 'BB'

Fitch also affirms FMCC's senior unsecured debt at 'BB/RR2'.

As reported in the Troubled Company Reporter on May 31, 2006,
Standard & Poor's Ratings Services placed its ratings on nine U.S.
single-issue synthetic ABS transactions related to Ford Motor Co.
(Ford; BB-/Watch Neg/B-2) and Ford Motor Credit Co. (Ford Credit;
BB-/Watch Neg/B-2) on CreditWatch with negative implications.

The May 25, 2006, placement of the ratings on Ford, Ford Credit,
and all related entities on CreditWatch with negative
implications does not have any immediate rating impact on the
Ford-related ABS supported by collateral pools of consumer auto
loans or auto wholesale loans.

As reported in the Troubled Company Reporter on Jan. 13, 2006,
Moody's Investors Service lowered its ratings on Ford Motor
Company (Corporate Family and long-term to Ba3 from Ba1).  The
rating outlook for Ford Motor is negative.


FORT DEARBORN: S&P Rates Proposed $105 Million Facilities at B-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Fort Dearborn Co.  The outlook is stable.

At the same time, Standard & Poor's assigned a 'B-' bank loan
rating and a recovery rating of '2' to the company's proposed
$105 million senior secured credit facilities, based on
preliminary terms and conditions.  

The 'B-' rating is the same as the corporate credit rating; this
and the '2' recovery rating indicate that lenders can expect a
substantial recovery of principal (80% to 100%) in the event of a
payment default.  Transaction proceeds will be used to finance the
acquisition of Fort Dearborn's assets by Genstar Capital LLC,
repay existing debt, and for related fees and expenses.  Pro forma
for the transaction, Elk Grove Village, Illinois-based Fort
Dearborn had total debt outstanding of about $110 million at March
31, 2006.

On June 20, 2006, affiliates of Genstar entered into a definitive
agreement to purchase substantially all the assets of Fort
Dearborn.  If completed as proposed, the financing plan will
include:

   * an $85 million senior secured term loan B;

   * $25 million senior subordinated notes due 2013 (11% cash
     interest and 2% payable in kind); and

   * an equity contribution from Genstar, management, and certain
     selling shareholders.

The company expects to close the transaction by the end of June
2006, subject to customary closing conditions.

"The ratings reflect Fort Dearborn's vulnerable business risk
profile incorporating its relatively narrow scope of operations in
the highly fragmented labels segment of the packaging industry,
meaningful customer concentration, and risks associated with an
acquisitive growth strategy and a highly leveraged financial
profile," said Standard & Poor's credit analyst Liley Mehta.

"These negatives are partially offset by a leading market
position in the cut and stack label segment of the label market,
and long-standing relationships with key customers."

With annual revenues of about $175 million, Fort Dearborn
manufactures cut and stack, pressure sensitive and shrink-sleeve
labels with various types of printing capabilities.  Cut and stack
labels account for about 77% of Fort Dearborn's sales, and have
low material costs and are best suited for high volume packaging
like canned foods, paint cans, and beverages.


FOUNTAIN IMAGING: Case Summary & 58 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Fountain Imaging of North Miami Beach, LLC
        fdba Golden Glades Open MRI and Imaging Center
        1 Northeast 167 Street
        Miami, Florida 33162

Bankruptcy Case No.: 06-12686

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                      Case No.
      ------                                      --------
      Fountain Imaging of Pembroke Pines, LLC     06-12688
      Fountain Imaging of Plantation LLC          06-12689
      Fountain Imaging of West Palm Beach, LLC    06-12690

Type of Business: The Debtors offer advanced
                  medical imaging services.

Chapter 11 Petition Date: June 20, 2006

Court: Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Peter E. Shapiro, Esq.
                  Shutts & Bowen LLP
                  200 East Broward Boulevard, Suite 2100
                  Fort Lauderdale, Florida 33301
                  Tel: (954) 524-5505
                  Fax: (954) 524-5506

                               Total Assets   Total Debts
                               ------------   -----------
      Fountain Imaging of        $5,953,975    $4,594,862
      North Miami Beach, LLC

      Fountain Imaging of        $2,167,500    $3,343,937
      Pembroke Pines, LLC

      Fountain Imaging of        $2,104,968    $3,626,265
      Plantation LLC

      Fountain Imaging of        $1,815,585      $192,757
      West Palm Beach, LLC

A. Fountain Imaging of North Miami Beach, LLC's 20 Largest
   Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Internal Revenue Service                $400,000
Philadelphia, PA 19255-0039

Digital Radiology                       $200,000
20131 Estero Gardens Circle
Unie 5-202
Estero, FL 33928

Steven Goldberg                         $300,000
4010 Southwest 54th Court
Fort Lauderdale, FL 33314

Phillips Medical Supplies               $110,000

Konica Minolta                           $58,000

Robert Rivera                            $51,000

GE Medical Systems                       $34,500

Medserv, Inc.                            $25,677

Image Technology                         $24,000

Greater Bay Capital                      $20,647

AXSA                                     $20,285

Bales & Sommers                          $20,000

Florida Department of Revenue            $20,000

Ronald Booke                             $14,151

Ripa Enterprises                         $12,000

CAN Insurance (Setnor Byer)              $11,805

Miami Dade Tax Collector                 $10,226

UHS Ultrasound                            $6,200

U.S. Premium Finance                      $6,000

Dell                                      $5,800

B. Fountain Imaging of Pembroke Pines, LLC's 13 Largest
   Unsecured Creditors:

   Entity                           Nature of Claim  Claim Amount
   ------                           ---------------  ------------
General Electric Capital Corp.      Various MRI        $3,200,000
20225 Watertower Building           Equipment
Brookfield, WI 53045

Internal Revenue Service            Payroll Taxes        $120,000
Philadelphia, PA 19255-0039

Digital Radiology                                         $80,000
20131 Estero Gardens Circle
Estero, FL 33928

Broward County                                             $8,702

FPL                                                        $4,100

Florida Department of Revenue       Unemployment Taxes     $4,000

U.S. Premium                                               $2,500

FDN Digital Network                                        $2,288

Tyco Healthcare                                              $692

Banyan International Corp.                                   $600

Beekly Corp.                                                 $600

Konica Minolta                                               $255

Crown Banking Leasing                                        $200

C. Fountain Imaging of Plantation LLC 's 9 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
General Electric                 Various MRI         $3,200,000
Capital Corporation              Equipment
20225 Watertower Building
Suite 300
Brookfield, WI 53045

Phillips Medical Service                               $267,325
22100 Bothell-Everett Highway
Bothell, WA 98021

Internal Revenue Service                               $150,000
Philadelphia, PA 19255-0039

Digital Radiology                                       $80,000

Florida Department of Revenue                            $3,000

City of Plantation                                       $2,000

FDN Digital Network                                      $1,870

Zephryhills Water                                        $1,870

ADT                                                        $200

D. Fountain Imaging of West Palm Beach, LLC's 16 Largest
   Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Internal Revenue Service                $100,000
Philadelphia, PA 19255-0339

Palm Beach County Tax Collector          $40,000
P.O. Box 3715
West Palm Beach, FL 33402-3715

Home Team                                $21,328

Konica Minolta Medical                   $11,000

Bank of America                           $9,000

Graybar Financial Services                $4,995

Florida Department of Revenue             $3,000

Medical Arts Press                        $1,160

Stephen Denas                               $559

FPL                                         $450

Siemens Medical Solutions                   $450

Shred It                                    $350

ADT                                         $250

Health First Corp.                          $118

Avita Coffee & Provision                     $50

Gold Coast Fire Equipment, Inc.              $47


GB HOLDINGS: Panel Files Amended Disclosure Statement in N.J.
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in GB Holdings,
Inc.'s bankruptcy case delivered to the U.S. Bankruptcy Court for
the District of New Jersey an amended disclosure statement
explaining its amended chapter 11 plan of liquidation.

                       Treatment of Claims

Under the Modified Plan, holders of Class 1 Other Priority Claims
and Class 2 Other Secured Claims will receive the amount of their
claims in full.

Holders of Allowed General Unsecured Claims will receive a ratable
proportion of the liquidating trust, which will own the
liquidating trust assets, subject to the Debtor's claim on the
assets.

The Debtor will be entitled to and will receive any residual value
in trust for the benefit of holders of Allowed Equity Interests
after all Allowed General Unsecured Claims and costs of the
Liquidating Trust, including repayment of exit facility, are paid
in full.

The residual value will then be distributed to holders of Allowed
Equity Interests, who will receive a ratable proportion of the
residual value held by the Debtor, and the Debtor will be
dissolved.

                         Debtor's Assets

The Debtor's principal tangible asset is 2,882,938 shares of
common stock of Atlantic Coast Entertainment Holdings, Inc.,
representing approximately 41.7% on a non-diluted basis of the
equity interests in Atlantic Holdings.  In addition, the Debtor
holds certain causes of action.  The Debtor has no operating
activities and no income.  

Atlantic Holdings is a Delaware corporation that, through a
subsidiary, controls the Sands Hotel and Casino in Atlantic City,
New Jersey.

Headquartered in Atlantic City, New Jersey, GB Holdings, Inc.,
primarily generates revenues from gaming operations in Atlantic
Coast Entertainment Holdings, which owns and operates The Sands
Hotel and Casino in Atlantic City, New Jersey.  The Debtor also
provides rooms, entertainment, retail store and food and beverage
operations.  These operations generate nominal revenues in
comparison to the casino operations.  The Debtor filed for
chapter 11 protection on September 29, 2005 (Bankr. D. N.J. Case
No. 05-42736).  Alan I. Moldoff, Esq., at Adelman Lavine Gold and
Levin, represents the Debtor.  Charles A. Stanziale, Jr., Esq., at
McElroy, Deutsch, Mulvaney & Carpenter, serves as counsel to the
Official Committee Of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
between $10 million to $50 million.


GOODYEAR TIRE: Will Cut Private Label Mfg. In North America by 1/3
------------------------------------------------------------------
The Goodyear Tire & Rubber Company committed on June 16, 2006, to
a restructuring plan to exit certain segments of the private label
tire manufacturing and distribution business in North America.

The action affects approximately 10 private label brands that are
currently manufactured by the company and are sold by a small
number of wholesale customers to tire retailers.

In 2005, this segment of the private label business represented
approximately $300 million in sales and about 8 million units
manufactured in five North American plants, or approximately
one-third of the company's private label position overall.

The restructuring plan is intended to further the Company's
strategy of selectivity in its choice of private label business
opportunities.

In connection with the restructuring plan, the Company expects to
reduce manufacturing capacity in North America.  However,
management has not determined which facilities will be impacted by
the plan and is not in a position to estimate the amount or range
of amounts expected to be incurred in connection with the plan or
the amount or range of amounts of any potential charges or related
cash outlays.

It is anticipated that the principal categories of costs to be
incurred will consist of termination and severance costs, and
other employee benefit related costs.

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28 countries.
It has marketing operations in almost every country around the
world.  Goodyear employs more than 80,000 people worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on June 8, 2006,
Fitch affirmed The Goodyear Tire & Rubber Company's Issuer Default
Rating at 'B'; $1.5 billion first lien credit facility at
'BB/RR1'; $1.2 billion second lien term loan at 'BB/RR1'; $300
million third lien term loan at 'B/RR4'; $650 million third lien
senior secured notes at 'B/RR4'; and Senior Unsecured Debt at
'CCC+/RR6'.

As reported in the Troubled Company Reporter on June 23, 2005,
Moody's Investors Service assigned a B3 rating to Goodyear Tire &
Rubber Company's $400 million ten-year senior unsecured notes.

As reported in the Troubled Company Reporter on June 22, 2005,
Standard & Poor's Ratings Services assigned its 'B-' rating to
Goodyear Tire & Rubber Co.'s $400 million senior notes due 2015
and affirmed its 'B+' corporate credit rating.


HARDWOOD P-G: Hires Aaron Posnik as Auctioneers
-----------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas gave
Hardwood P-G, Inc., and its debtor-affiliates permission to hire
Aaron Posnik & Co., Inc., as their auctioneers.

The Debtors chose Aaron Posnik due to its extensive experience and
knowledge and excellent reputation in corporate auctions and
appraisals under chapter 11 of the Bankruptcy Code.  

Aaron Posnik's is expected to:

   a. prepare the auction and provide staff for pre-auction
      inspection period;

   b. utilize computerized, networked bookkeeping system to insure
      all transactions occur in an orderly and systematic fashion;

   c. market the inventory to be sold; and

   d. conclude the auction and handle the sales proceeds.  

Aaron Posnik will charge a 10% buyers premium on all sales other
than internet sales.  Sales generated via internet will carry a
13% buyers premium.  

Paul W. Scheer, a partner at the firm, assured the Court that the
firm and its professionals do not hold material interest adverse
to the Debtors' estate and are "disinterested" as defined in
Section 101(14) of the Bankruptcy Code.

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


HEALTHSOUTH CORP: Gen. Counsel Gregory Doody to Resign on July 17
-----------------------------------------------------------------
Gregory L. Doody, Executive Vice President, General Counsel and
Secretary of HealthSouth Corporation (OTC Pink Sheets: HLSH), will
resign effective July 17, 2006 in order to become general counsel
of Calpine Corporation (OTC Pink Sheets: CPNLQ).

"We thank Greg for his numerous contributions over the past three
years, particularly for helping HealthSouth with the successful
settlements and agreements we have reached with various government
agencies and other plaintiffs," said Jay Grinney, HealthSouth
President and CEO.  "Greg began working at HealthSouth as a member
of the interim management team in July 2003, a time when the
company faced serious legal and regulatory challenges.  His skills
have been a great asset to this company as we have put the many
'rocks in the road' behind us and we wish him the very best as
he moves on to new challenges."

"I have the utmost respect for Jay Grinney and the outstanding
senior management team he has assembled. Under his leadership, I
have every confidence that HealthSouth will enjoy a very
successful future," said Mr. Doody.  "I am proud of the
contributions HealthSouth's talented legal team and outside
counsel have made in furthering the company's recovery and,
with HealthSouth now on solid footing, am ready to move onto a
company where I can continue to use my skills in the restructuring
arena."

HealthSouth will continue to work with it's existing outside law
firms for corporate legal services as it begins the process of
recruiting a new General Counsel.  The company anticipates naming
an interim General Counsel in the near future who will work with
Doody to ensure a smooth transition.

Prior to joining HealthSouth in 2003, Mr. Doody was a partner of
in the Birmingham-based law firm, Balch & Bingham LLP, where he
was a member of the firm's Financial Services and Transactions
section and the Corporate, Tax and Finance section.  While at
Balch & Bingham, Mr. Doody's practice focused primarily in the
areas of securities, corporate governance, capital markets
transactions and financial services regulation.

                         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.


HIGH VOLTAGE: Ch. 11 Trustee Wants PBGC's Multi-Mil. Claims Junked
------------------------------------------------------------------
Stephen S. Gray, the chapter 11 Trustee appointed in the
bankruptcy cases of High Voltage Engineering Corporation and its
debtor-affiliates, objects to the proofs of claim asserted by
Pension Benefit Guaranty Corporation.  

The PBGC claims arise from the anticipated termination of the High
Voltage Engineering Corporation Retirement Plan, a plan devised to
provide retirement benefits for the Debtors' employees.  The
Pension Plan is a qualified defined benefit pension plan subject
to Title IV of the Employee Retirement Income Security Act of
1974.  

As of January 27, 1995, the Pension Plan was frozen with respect
to all participants.  The current value of the Pension Plan assets
is around $14 million.  The assets are invested roughly 38% in
fixed income securities and 62% in equity investments.  The
Chapter 11 Trustee believes that all of the accrued benefits in
the Plan are PBGC "guaranteed benefits."  The Pension Plan assets,
should it be terminated, will be turned over to the PBGC as the
guarantor of any of the Pension Plan's unfunded liabilities.  

On May 26, 2005, the PBGC filed 15 separate proofs of claim
contingent on the termination of the Pension Plan, each asserting
a $13,185,400 claim.  The PBGC Claims are based on its assertion
that, when the Pension Plan is terminated, its assets will be
insufficient to meet all of its future liabilities.  

Lisa E. Herrington, Esq., at Choate, Hall & Stewart LLP, in Boston
Massachusetts, argues that the PBCG Claims are duplicative and
should be disallowed.  Those are not entitled to administrative or
priority status and that they are improperly calculated.  

                        About High Voltage

Based in Wakefield, Mass., High Voltage Engineering Corporation --
http://www.asirobicon.com/-- owns and operates a group of three   
industrial and technology based manufacturing and services
businesses.  HVE's businesses focus on designing and manufacturing
high quality applications and engineered products, which are
designed to address specific customer needs.  The Debtor filed its
first chapter 11 petition on March 1, 2004 (Bankr. Mass. Case No.
04-11586).  Its Third Amended Joint Chapter 11 Plan of
Reorganization was confirmed on July 21, 2004, allowing the
Company to emerge on Aug. 10, 2004.

High Voltage and its debtor-affiliates filed their second chapter
11 petition on Feb. 8, 2005 (Bankr. Mass. Case No. 05-10787).  S.
Margie Venus, Esq., at Akin, Gump, Strauss, Hauer & Feld LLP, and
Douglas B. Rosner, Esq., at Goulston & Storrs, represent the
Debtors.  In the Company's second bankruptcy filing, it listed
$457,970,00 in total assets and $360,124,000 in total debts.
Stephen S. Gray was appointed chapter 11 Trustee in February 2005.
John F. Ventola, Esq., and Lisa E. Herrington, Esq., at Choate,
Hall & Stewart LLP represent the chapter 11 Trustee.  Ira M.
Levee, Esq., at Lowenstein Sandler PC and Steven B. Levine, Esq.,
at Brown Rudnick Berlack Israels LLP represent the Official
Committee of Unsecured Creditors.


HILCORP ENERGY: Moody's Rates $200 Million Sr. Unsec. Notes at B3
-----------------------------------------------------------------
Moody's Investors Service affirmed Hilcorp Energy I, L.P.'s B2
corporate family rating and assigned a B3 rating to its pending
$200 million of senior unsecured notes.  The rating outlook is
stable.

Moody's notched Hilcorp I's new and existing senior unsecured
notes to B3 due to the combination of pro-forma secured debt of
approximately $100 million by June 30, 2006 under a $300 million
secured borrowing base bank revolver, a proportionately large
secured debt carveout, approximately 27 mmboe of reserves in three
of its top fields remain effectively encumbered due to the
priority back-up production claim of a volumetric production
payment vehicle into which Hilcorp I had monetized 8 mmboe (4.5
mmboe remaining) of forward production, and our view that capital
spending, interest expense, a pattern of heavy cash distributions
to partners, and potential acquisitions will temper secured debt
reduction.

Note proceeds will reduce bank debt incurred to fund two
acquisitions.  In late May, Hilcorp I closed a $136.5 million
acquisition of 9.2 million of proven reserves along the Gulf Coast
of Louisiana, paying $14.80/boe of proven reserves and $79,591/boe
of average daily production.  Hilcorp I expects to close another
$105 million purchase of 3.4 million proven reserves in South
Louisiana in late June.  In that acquisition, Hilcorp I is paying
roughly $30.92/boe of proven reserves and $42,000/boe of average
daily production.

Hilcorp I is a private limited partnership engaged in onshore and
coastal inland water oil and gas production, property
acquisitions, exploitation, and divestitures.  Moody's considers
Hilcorp I to be a well-run firm pursuing and executing a cogent
strategy.  It acquires properties late in their productive lives
and with high production costs with a goal of boosting production
through recompletions, workover and repair of downhole hardware,
restimulation of the wellbore/ reservoir interface, and
refracturing of reservoir rock. Returns from this strategy have
been aided by up-cycle price realizations.

Hilcorp I markets its production through Mr. Hildebrand's
wholly-owned Harvest Pipeline and Arrowhead Pipeline subsidiaries.  
While having a reserve base of reasonable scale, Moody's also
assess the Hilcorp I credit within the larger HEC organizational,
business, funding, and shareholder strategy context.

While the B2 corporate family rating mostly reflects credit
factors within the direct issuer Hilcorp I which has a substantial
119.5 mmboe diversified pro-forma reserve base, the ratings also
reflect the broader financial structure and strategy pursued
within the HEC family of affiliates.  Through HEC, which is
Hilcorp I's parent and general partner, Mr. Jeffery D. Hildebrand
owns almost 100% of Hilcorp I.

The two sister affiliates are financing vehicle partnerships with
General Electric Capital Corporation where HEC is the general
partner of the partnerships and HEC's ownership will rise from its
original 5% interest in stages to eventual full reversion back to
HEC when GECC's return thresholds are met.  HEC operates the GECC
partnerships' properties for a fee, provides a strategically
larger base of operations, and spreads Hilcorp I's operating costs
across a larger production base.

The ratings are supported by seasoned management and ownership;
proven access to a supportive stream of acquisition deal flow; by
a long generally productive history in most of its focus regions;
a supportive price environment this year; a supportive hedging
program; Hilcorp I's diversified exposure to oil and natural gas;
and operating risk diversification across numerous, though very
mature, Gulf Coast properties acquired for further exploitation.

Diversification benefits are tempered somewhat by the fact that
51% of Hilcorp I's proven reserves are located in 5 fields and
that much of its other properties are scattered thinly across
several producing basins.  If Hilcorp I can demonstrate it can
reduce is high unit cost structure proportionately when oil prices
moderate it may be favorable to the ratings.

Overall, the ratings are restrained by Hilcorp I's high unit
production cost structure; high direct and indirect pro-forma
leverage relative to the cost structure and fairly low proportion
of proven developed producing reserves; high pro-forma leveraged
unit full-cycle costs of roughly $33/boe dominated by high recent
reserve replacement costs and very high production costs; our
expectation that Hilcorp I will remain acquisitive and, since it
is privately owed, would fund acquisitions with debt; and our view
that annual cash distributions to Mr. Hildebrand will remain
significant.  High operating costs are driven by low production
per wellbore and energy, water injection, water production, water
disposal, and intensive workover costs incurred to sustain optimum
production from its properties long in decline.

Since 2002, over $400 million of Hilcorp I's debt reduction was
derived from non-recourse asset sales to affiliated partnerships
funded by GECC and from forward production sales into the VPP
vehicle having significant volume back-up recourse to Hilcorp I's
remaining reserves in the field to cover VPP production
shortfalls.

Per Moody's global ratings methodology for independent exploration
and production firms, on historic pro-forma estimates, Hilcorp I's
operating, financial, and strategy profile maps to a B2 rating
after sensitizing its actual three-year average drillbit finding
and development costs for the trend and historically high 2005 and
2006 costs as well as the fact that and 2004 were materially
higher than 2003 results as well.  The model maps Hilcorp I's
reserve scale to the Ba rating range and production and PD
reserves to the single B range.

Per the model, pro-forma initial leverage measures are in the Caa
model range, full-cycle costs are in the Caa range, and its
leveraged full-cycle ratio, reflecting strong up-cycle prices are
in the Ba model range.  Moody's that sensitizing the reserve
replacement cost input better reflects expected 2006 reserve
replacement costs.  Using backward-looking 2003 to 2005 drillbit
reserve replacement cost result, Hilcorp I mapped to a weak B1
corporate family rating, aided as well by an up-cycle full-cycle
ratio that Moody's believes will moderate this year.

Through HEC, Mr. Hildebrand has a strategic economic interest in
the success of Hilcorp Energy IV, L.P., which paid $150 million
for Hilcorp I reserves in 2004, and Hilcorp Energy II L.P., which
paid $86 million for Hilcorp I reserves in 2002.  We believe
Mr. Hildebrand views these properties to be strategically
important to Hilcorp I though, in extremis, neither he nor Hilcorp
I are obligated to inject capital into the partnerships.  
Another $193 million of debt reduction came from the monetization
of forward production into the VPP which has significant recourse
to the Hilcorp I properties from which the VPP was carved to cover
VPP production shortfalls.

HEC also draws substantial discretionary and statutory tax cash
distributions from Hilcorp I.  Distributions to Mr. Hildebrand
have been substantial, approximating $92 million in 2004-2005 and
expected to be in the $50 million to $60 million for 2006.

Moody's notes that statutory tax formula sends cash to HEC
regardless of HEC's own likelihood of paying cash taxes. Were
it not for asset sales to effective affiliates, balance sheet
leverage would be higher.  Were it not for the scale of
distributions, leverage today would be lower.

Hilcorp Energy Company and Hilcorp Energy I, L.P. are
headquartered in Houston, Texas.


HONEY CREEK: Court Approves Second Amended Disclosure Statement
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved the Second Amended Disclosure Statement explaining
Honey Creek Kiwi LLC's Second Amended Plan of Reorganization on
June 20, 2006.

Judge Harlin DeWayne Hale determined that the Disclosure Statement
contained adequate information -- the right amount of the right
kind of information necessary for the creditor to make an informed
decision -- as required by Section 1125 of the Bankruptcy Code.  

The Debtor is now authorized to distribute copies of the
Disclosure Statement to solicit acceptances for the Plan.

                        Terms of the Plan

In general, the Plan provides for a reduction in debt service on
the bonds by means of a reduction in principal balance and
interest rate or a reduction in interest rate, at the option of
the bondholders.  The Plan also provides for a partial payout over
time of prepetition claims.  This reduction in debt service allows
the existing cash flow of the Debtor to service the restructured
bond debt, the debt service on prepetition claims, preserves the
tax exempt status of the bonds, and allows the Debtor to pay
postpetition operating expenses on a current basis.  This results
in all creditors receiving more than they would if the Debtor were
to liquidate in a Chapter 7.

A copy of the proposed distributions under the plan is available
for free at http://ResearchArchives.com/t/s?a7d

A copy of the Second Amended Plan is available for a fee at:

   http://www.researcharchives.com/bin/download?id=060622232641

The Court will consider confirmation of the plan on Aug. 7, 2006.  
Objections and ballots are due on Aug. 1, 2006.

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


HONEY CREEK: Can Hire Caine Mitter as Interest Rate Consultants
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
allowed Honey Creek Kiwi LLC to employ Caine Mitter & Associates,
Inc., as its interest rate consultants.

Caine Mitter is expected to:

   a) provide consulting services on interest rate analysis
      pertaining to the Debtor's bond debt servicing on the
      Debtor's behalf during its reorganization;

   b) advise the Debtor with regard to tax-exempt housing bond
      rates in the past and in the market; and

   c) conduct research and analyze necessary bond market
      information to support any statement or projection
      concerning tax-exempt multifamily housing bond rates on
      unrated direct placement or other credit structure as
      required.

Timothy C. Mitter, a Caine Mitter member and senior advisor,
bills $320 per hour for his work.  Mr. Mitter disclosed that
Andrew Goodfellow's billing rate will be $145 per hour.

Mr. Mitter assured the Court that his Firm does not hold any
interest adverse to the Debtor or its estate.

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


IMMUNE RESPONSE: Discloses $7.5 Mil. Principal Balance on Notes
---------------------------------------------------------------
In 2006, The Immune Response Corporation closed a private
placement of secured convertible notes and warrants to accredited
investors.  The notes had an aggregate original principal amount
of $8,000,000.  The conversion price of the notes is $0.02 per
share.  The noteholders also received a total of 1,200,000,000
warrants to purchase our common stock at $0.02 per share.

On June 12, 2006, 10 noteholders exercised the first tranche of
their warrants at $0.02 per share by paying the total exercise
price of $347,500 for 17,375,000 shares of our common stock.

On June 12, 2006, one noteholder converted $50,000 of outstanding
principal balance plus accrued interest of $976 into 2,552,778
shares of common stock pursuant to the terms of their notes at
$0.02 per share.

The 17,375,000 warrant exercise shares and the 2,552,778 note
conversion shares and were issued to the accredited investor
noteholders pursuant to the Securities Act Section 4(2) and
Section 3(a)(9) registration exemptions, respectively.

The Company's placement agent in the 2006 Private Placement,
Spencer Trask Ventures, Inc. is entitled to receive $0.01 and an
additional seven-year placement agent warrant for each five
noteholder warrants which are exercised.  The exercise price of
the additional placement agent warrants will be at $0.02 per
share.

STVI, which is an affiliate of Kevin Kimberlin, who is a director
and major stockholder of the Company, has allocated a portion of
the additional placement agent warrants to various brokers and
employees and its parent company.  As a result of the exercise of
17,375,000 noteholder warrants, STVI became entitled to $34,750 in
cash and 1,737,500 additional placement agent warrants.  The
additional placement agent warrants will be issued to STVI and its
assignees pursuant to the Securities Act Section 4(2) registration
exemption.

The aggregate outstanding principal balance of the notes is now
$7,552,500.

Headquartered in Carlsbad, California, The Immune Response
Corporation (Nasdaq: IMNR) -- http://www.imnr.com/-- is an   
immuno-pharmaceutical company focused on developing products to
treat autoimmune and infectious diseases.  The Company's lead
immune-based therapeutic product candidates are NeuroVax(TM) for
the treatment of multiple sclerosis (MS) and IR103 for the
treatment of Human Immunodeficiency Virus (HIV) infection.  Both
of these therapies are in Phase II clinical development and are
designed to stimulate pathogen-specific immune responses aimed at
slowing or halting the rate of disease progression.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 8, 2006,
Levitz, Zacks & Ciceric expressed substantial doubt about The
Immune Response's ability to continue as a going concern after
auditing the company's financial statements for the years ended
Dec. 31, 2005 and 2004.  The auditing firm pointed to the
company's stockholders' deficit and comprehensive loss for each of
the years in the two-year period ended Dec. 31, 2005.

The Company incurred $6.5 million of net income on $11 million of
revenues for the three months ended March 31, 2006, compared to a
$4.3 million net loss on $11 million of revenues for the same
period in 2005.  At March 31, 2006, the Company's balance sheet
showed $9.9 million in total assets and $144.7 million in total
liabilities, resulting in a $134.7 million equity deficit.


INERGY L.P.: Selling 3.75 Million Common Units in Public Offering
-----------------------------------------------------------------
The Board of Directors of Inergy GP, LLC, the managing general
partner of Inergy, L.P. (Nasdaq:NRGY), disclosed that it plans to
sell 3,750,000 common units in an underwritten public offering,
pursuant to an effective shelf registration statement on Form S-3
(File No. 333-132287).  This transaction is in lieu of the
previously announced private placement of common units to Inergy
Holdings, L.P.  The underwriters have been granted the option to
purchase up to 562,500 additional common units.

Inergy, L.P. intends to use the net proceeds from the offering to
repay amounts borrowed under its revolving acquisition credit
facility and to fund capital expenditures associated with
previously announced capital expansion projects.

Citigroup Global Markets Inc. and Lehman Brothers Inc. will act as
book-running managers.  This offering of common units will be made
only by means of a prospectus.  A copy of the prospectus
supplement and related base prospectus associated with this
offering may be obtained from:

         Citigroup Global Markets Inc.
         Attention: Prospectus Department
         Brooklyn Army Terminal
         140 58th Street, 8th floor
         Brooklyn, New York 11220
         Tel: (718) 765-6732.

Inergy, L.P.'s operations include the retail marketing, sale and
distribution of propane to residential, commercial, industrial and
agricultural customers.  Inergy serves approximately 700,000
retail customers from over 300 customer service centers throughout
the eastern half of the United States.  The company also operates
a natural gas storage business and a supply logistics,
transportation and wholesale marketing business that serves
independent dealers and multi-state marketers in the United States
and Canada.

Inergy Holdings, L.P.'s (Nasdaq:NRGP) assets consist of its
ownership interests in Inergy, L.P., including limited partnership
interests, ownership of the general partners, and the incentive
distribution rights.

The Company's $200 Million 8.25% Senior Notes due March 1, 2006,
carries Standard & Poor's B rating.  That rating was assigned on
Jan 9, 2006.


INTERNATIONAL COAL: Prices $175 Million of 10-1/4% Senior Notes
---------------------------------------------------------------
International Coal Group, Inc. (NYSE: ICO) priced $175 million
aggregate principal amount of 10-1/4% senior notes due 2014 in an
offering exempt from the registration requirements of the
Securities Act of 1933.  The offering amount represents a
reduction from the previously announced $250 million aggregate
principal amount because of market conditions for senior notes.
Subject to customary closing conditions, ICG expects the offering
to close today, June 23, 2006.

ICG intends to apply the net proceeds of the offering to repay all
amounts outstanding under its existing revolving credit facility
and retire its term loan facility, to fund future capital
expenditures and for general corporate purposes.

The notes have not been registered under the Securities Act of
1933, as amended and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.

International Coal Group, Inc. is a leading producer of coal in
Northern and Central Appalachia and the Illinois Basin.  The
company has eleven active mining complexes, of which ten are
located in Northern and Central Appalachia and one in Central
Illinois.  ICG's mining operations and reserves are strategically
located to serve utility, metallurgical and industrial customers
throughout the Eastern United States.

                           *     *     *

AS reported in the Troubled Company Reporter on June 14, 2006,
Standard & Poor's Rating Services assigned its 'B' bank loan
rating and its '1' recovery rating to the $350 million secured
revolving credit facility of International Coal Group LLC
(B-/Stable/--) and a 'CCC+' rating to parent International Coal
Group Inc.'s proposed $250 million of senior unsecured notes due
2014 based on preliminary terms and conditions.

At the same time, Standard & Poor's affirmed its corporate credit
rating on ICG.  The outlook is stable.  The 'B' bank loan rating
and the '1' recovery rating indicate a high expectation of full
recovery of principal (100%) in the event of a payment default.  
S&P expects ICG to use proceeds from the offerings to fund the
company's significant capital expenditure program and repay
existing debt.


INTERNATIONAL GALLERIES: Can Hire Cox Smith as Substitute Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave International Galleries Inc. permission to hire Cox Smith
Matthews Incorporated as its substitute counsel, in place of
Neligan Tarpley Andrews & Foley, LLP.

The Debtor told the Court that Mark E. Andrews, Esq., formerly of
Neligan Tarpley, has moved to Cox Smith.  Mr. Andrews must be
substituted in the Court's records as proposed counsel for the
Debtor.

Mr. Andrews can be reached at:

      Mark E. Andrews, Esq.
      Cox Smith Matthews Incorporated
      1201 Elm Street, Suite 4242
      Dallas, Texas 75270
      Tel: (214) 698-7819
      Fax: (214) 698-7899

Headquartered in Addison, Texas, International Galleries Inc. --
http://www.igi-art.com/-- sponsors artists and sells their   
artwork through referrals.  The company filed for chapter 11
protection on Jan. 31, 2006 (Bankr. N.D. Tex. Case No. 06-30306).
Mark Edward Andrews, Esq., at Cox Smith Matthews Incorporated,
represents the Debtor in its restructuring efforts.  David W.
Elmquist, Esq., at Winstead Sechrest & Minick P.C., represents the
Official Committee of Unsecured Creditors.  Dan Lain serves as
Chapter 11 Trustee for the Debtor's estate.  When the Debtor filed
for protection from its creditors, it estimated assets less than
$50,000 and debts between $10 million to $50 million.


INTERNATIONAL HELICOPTER: Case Summary & 11 Largest Creditors
-------------------------------------------------------------
Debtor: International Helicopter, Inc.
        3971 Gulfshore Boulevard North, Suite 1505
        Naples, Florida 34103

Bankruptcy Case No.: 06-03027

Debtor-affiliate filing separate chapter 11 petition:

      Entity            Case No.
      ------            --------
      Ellen Malloy      06-03025

Type of Business: The Debtor rents and leases helicopters.
                  Ellen Malloy is the vice-president of
                  the Debtor.  

Chapter 11 Petition Date: June 21, 2006

Court: Middle District of Florida (Fort Myers)

Debtors' Counsel: Stephen R. Leslie, Esq.
                  Harley E. Riedel, Esq.
                  Stichter, Riedel, Blain & Prosser P.A.
                  110 East Madison Street, Suite 200
                  Tampa, Florida 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811

                         Estimated Assets   Estimated Debts
                         ----------------   ---------------
      International      $10 Million to     $1 Million to
      Helicopter, Inc.   $50 Million        $10 Million

      Ellen Malloy       $1 Million to      $1 Million to
                         $10 Million        $10 Million

A. International Helicopter, Inc. does not have any creditors who
   are not insiders.

B. Ellen Malloy's 11 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Web Construction Company                   $185,000
62A Floyd Street
East Hampton, NY 11937

Schiffman, Berger, Abraham & Ritter         $50,000
P.O. Box 568
Hackensack, NJ 07602

MBNA                                        $39,432
Bankcard Services
P.O. Box 15137
Wilmington, DE 19886

Krovain & Associates LLC                    $20,000

East Hampton Town                           $19,708

Beacon Evaluation                           $16,000

Gary Lachman                                $13,000

Le Ciel Venetian Tower                       $9,000

Paul Consiglio Company                       $7,500

Nordstrom FSB Colorado                       $6,213

Chase Bank                                   $5,562


INTERSTATE BAKERIES: Wants to Sell Medford Property for $1.7 Mil.
-----------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Western District
of Missouri to sell their interest in a certain property located
at 48 Commercial Street, in Medford, Massachusetts, to Empire
Management Corporation for $1,700,000, subject to higher or better
bids.

The Property is comprised of several parcels and includes about
1.53 acres of land with an approximately 30,672 square feet
building, Samuel S. Ory, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, relates.

The Debtors are no longer using the Property in connection with
their business operations.

The Debtors have utilized the services of a joint venture
composed of Hilco Industrial, LLC, and Hilco Real Estate, LLC, to
assist them in the sale and marketing of the Property.

Empire Management has made a $170,000 deposit for the proposed
sale, which is being held by the escrow agent until all
conditions to closing are satisfied by the Debtors.

The Debtors have agreed to:

   -- provide bid protection to Empire Management in the form of
      a termination fee equal to $34,000 to induce Empire
      Management to makes the first qualified bid; and

   -- pay to Empire Management reasonable and documented expense
      reimbursement of up to $50,000.

The Debtors also seek the Court's authority to compromise and pay
certain tax claims.

In connection with the sale of the Property free and clear of all
liens other than permitted encumbrances, the Debtors propose to
pay to the City of Medford, Massachusetts, Office of Collector of
Taxes:

   -- $16,769 in principal for real and personal property taxes
      due for the 2004-2005 tax year;

   -- interest, accruing at a 6.0% annual rate, beginning on the
      date the interest began to accrue on the past due balance;
      and

   -- no penalties will be required with respect to any and all
      delinquent taxes with respect to the Property,

in full satisfaction of all real property taxes for the Property
for the tax year 2004-2005 and all prior tax years.

The Debtors and the Successful Bidder will prorate 2005-2006 real
and personal property taxes as of the Closing Date in accordance
with the terms of the successful sale agreement.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014 on August 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 42; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTERSTATE BAKERIES: Wants $7.5M Chubb Surety Bond Program Okayed
-----------------------------------------------------------------
As part of their nationwide operations, Interstate Bakeries
Corporation and its debtor-affiliates engage in a number of
business activities that require licenses, permits, and other
government authorizations.  In those situations, the Debtors must
provide financial assurance of payment in order to conduct
business or obtain services in numerous states and from
various organizations.  A common and reasonable means of
providing financial assurance is through surety bonds.

However, certain state law prohibits certain states, including
Missouri, from accepting letters of credit as security.  Thus, a
different form of financial assurance is required to provide the
state comfort that the workers compensation claims will be paid,
J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, relates.

According to Mr. Ivester, when the Debtors filed for bankruptcy,
they had surety bonds in place.  However, the Debtors need to have
bonds issued in conjunction with their postpetition operations
and bonding needs.  In addition, the Debtors often must post
bonds in order to make conforming bids on contracts being
solicited by schools, hospitals and other similar organizations
to supply those organizations' needs for bread, buns and other
products.

The Debtors must also have an ability to post Supply Bonds in
order to compete for business opportunities, Mr. Ivester adds.  
The Debtors also must post bonds in order to secure certain
business licenses and operating permits, and to meet various
other state and local regulations governing their operations.

The Bankruptcy Court already approved a surety bond program and
related indemnity agreement with Quanta U.S. Holdings, Inc.,
pursuant to which the Debtors have had bonds issued in conjunction
with their postpetition operations and bonding needs.  Quanta has
since made a business decision to exit the surety bond business.

The Debtors then engaged their insurance broker to solicit offers
from several bonding companies.  Federal Insurance Company
(Chubb) and its subsidiaries, affiliates, co-sureties, fronting
companies and re-insurers have offered terms and conditions
substantially similar to those previously offered by Quanta.

Therefore, the Debtors ask the U.S. Bankruptcy Court for the
Western District of Missouri to approve their surety bond program
and related blanket indemnity agreement with Chubb.

Specifically, the Debtors ask the Court to authorize:

   (a) Chubb to issue bonds on the Debtors' behalf under a
       $7,500,000 Surety Program, with those bonds to be supplied
       to various obliges, at their request, at the
       gross rates of:

       -- $5 per thousand dollars in face amount of the bond for
          supply bonds;

       -- $7.50 per thousand dollars in face amount of the bond
          for license and permit bonds; and

       -- $9 per thousand dollars in face amount of the bond for
          self-insurer's workers compensation bonds plus a $2,500
          structuring fee for Chubb's legal and other expenses;

   (b) them to execute and deliver an Indemnity Agreement to
       Chubb in the name of Interstate Brands Corporation;

   (c) them to obtain letters of credit as collateral from time
       to time in amounts sufficient to cover 100% of Chubb's
       outstanding exposure for the Surety Bonds; and

   (d) them to grant priority of payment to Chubb to any of their
       reimbursement obligation with respect to any of the Surety
       Bonds or under the Indemnity Agreement, if the letters of
       credit are inadequate.

The Debtors believe that the financial accommodations offered by
Chubb are a reasonable and effective method by which to satisfy
the financial assurances that are required of them.

A full-text copy of the Chubb Indemnity Agreement is available
for free at http://ResearchArchives.com/t/s?bd9

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014 on August 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 42; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTERSTATE BAKERIES: Wants MO Labor Dept.'s Security Motion Denied
------------------------------------------------------------------
The Missouri Department of Labor and Industrial Relations,
Division of Workers' Compensation, asks the U.S. Bankruptcy Court
for the Western District of Missouri to compel Interstate Bakeries
Corporation and its debtor-affiliates to comply with state laws
related to workers' compensation.

Christie A. Kincannon, Esq., in Jefferson City, Missouri, relates
that under the Workers' Compensation Act, the Debtors elected to
be responsible for their own workers' compensation risk.  The
Division granted the Debtors the privilege of becoming an
individual self-insured pursuant to Chapter 287, Section 280.1 of
the Missouri Revised Statutes and Labor; and the Rules Governing
Self-Insurers 8 CSR 50-3.010.  The Debtors were self-insured from
July 1, 1972, through July 1, 1984, and again from July 1, 1992
through May 30, 2006.

In order to qualify as a self-insured employer in the state of
Missouri, the Debtors are required to post security consistent
with the statute and regulations governing self-insured
employers.  The security requirement protects workers if the
Debtors default or fail to honor all compensation obligations to
their injured workers.

The self-insured employer is also required to file certain
reports with the Division, including the Self-Insurer's Annual
Financial Statement.  The Debtors failed to file their 2004 and
2005 annual reports, Ms. Kincannon relates.

The Division conducted a reserve audit.  On March 25, 2005, the
Debtors informed the Division that it would be unable to provide
the audited financial statements to the Division.  At the
Division's request, the Debtors submitted loss runs in order for
the Division to ascertain whether the Debtors were in compliance
with the rules applicable to self-insurers.

On April 22, 2005, the Division conducted a security review.
The results of the Audit and the April Security Review prompted
the Division to send the Debtors a demand letter requesting
additional security to be posted -- $2,641,640.

The Division conducted another security review on April 6, 2006.
The April 2006 Security Review was based on loss runs submitted
by the Debtors.  Ms. Kincannon says that the Division determined
that the Debtors must provide additional security of $2,542,047.

The Division believes that the current security provided by the
Debtors fail to adequately represent and cover their workers'
compensation obligations and liabilities as required by law.

                          Debtors Respond

According to J. Eric Ivester, Esq., at Skadden Arps Slate Meagher
& Flom LLP, in Chicago, Illinois, the Debtors have continuously
stood ready, willing and able to post a letter of credit payable
to the Missouri Department of Labor & Industrial Relations,
Division of Workers' Compensation, in full satisfaction of their
workers compensation bonding obligations with the State of
Missouri.

However, the Division has advised Debtors that relevant
regulations prevent it from accepting a letter of credit, and
instead limit the Debtors' options to posting a bond or making a
cash deposit.

The Debtors have recently filed a motion seeking the Court's
approval of its surety bond program and related blanket indemnity
agreement with Federal Insurance Company.  If granted, the
Federal Insurance Agreement should allow the Debtors to fully
resolve the issues in the Motion to Compel, Mr. Ivester contends.

However, the Debtors reserve the right to investigate and
possibly dispute the amount of the bond necessary to post with
the State of Missouri, the exact terms of any bond, and whether a
bond is necessary in lieu of a letter of credit.

Accordingly, the Debtors ask the Court to deny the Missouri's
request.

                  About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014 on August 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 42; Bankruptcy Creditors' Service, Inc., 215/945-7000)


IRIDIUM SATELLITE: S&P Assigns B- Rating with Negative Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Iridium Satellite LLC, a Bethesda, Maryland-based
mobile satellite services operator.  The outlook is negative.

The company is obtaining $235 million of aggregate senior secured
credit facilities from which it will receive $225 million of
proceeds to:

   * finance a $123 million distribution primarily to the
     company's investors;

   * repay $78.1 million in existing bank debt;

   * to collateralize a $15.4 million letter of credit; and

   * for fees and expenses.

Standard & Poor's will assign bank loan and recovery ratings to
the loans after receiving further documentation.

"The ratings on Iridium reflect a vulnerable business risk profile
from participation in a niche market with uncertain long-term
customer demand, a small revenue base, substantial long-term
satellite replacement capital expenditures requirements to
continue current operations beyond 2014, and competition from
other MSS providers and terrestrial wireless carriers," said
Standard & Poor's credit analyst Eric Geil.

Minimally tempering these risks are:

   * the attractiveness of Iridium's services to a narrow customer
     base requiring communications in remote locations and in
     emergencies;

   * a base of steady U.S. Department of Defense business
     representing about one-third of revenue;

   * ubiquitous global coverage; and

   * low customer churn.

Iridium provides mobile communications services to 127,000
commercial customers and 27,500 DoD users as of May 2006.  The
company was formed in December 2000 following the acquisition of
the operating assets of the bankrupt Iridium LLC.  Iridium
operates 66 low earth orbit satellites and estimates that this
constellation will provide full voice and data capability until
2014, based on expected degradation.

To maintain the current level of service beyond 2014, the company
would need to invest substantial capital expenditures by 2010 in a
second-generation replacement fleet as the existing constellation
degrades.  Although Iridium has not indicated any satellite
replacement plans, capital expenditures are likely to well exceed
any reasonable estimate of the company's operating cash flow
potential.  The company therefore will require substantial
additional debt or equity financing to construct the replacement
satellites.

Iridium serves a very small customer base and growth prospects
could be limited by expanding coverage of low-cost conventional
wireless service.  Without substantial external funding, the
company is unlikely to successfully finance the second generation
of satellites necessary to continue full voice and data service
beyond 2014.  Nevertheless, Iridium has realized solid revenue
growth since its restructuring in 2000 and is able to price its
service higher than its principal competitor Globalstar Inc.
Further near-term growth is likely from incremental usage by
existing users, geographic expansion of sales territories, and
low-priced asset tracking applications.


J.P. MORGAN: Fitch Lifts Rating on $37.9 Mil. Class Certificates
----------------------------------------------------------------
Fitch upgrades these J.P. Morgan Chase Commercial Mortgage
Securities Corp.'s, pass-through certificates, series 2001-CIBC3:

    -- $36.9 million class B to 'AAA' from 'AA+';
    -- $36.9 million class C to 'AAA' from 'A+';
    -- $9.8 million class D to 'AAA' from 'A';
    -- $27.1 million class E to 'AA- from 'BBB';
    -- $10.8 million class F to 'A' from 'BBB-';
    -- $17.3 million class G to 'BBB' from 'BB+';
    -- $6.5 million class H to 'BB+' from 'BB';
    -- $6.5 million class J 'BB' from 'BB-';
    -- $7.6 million class K 'BB-' from 'B+'.

In addition, Fitch affirms the following classes:

    -- $151.3 million class A-2 at 'AAA';
    -- $457.3 million class A-3 at 'AAA';
    -- Interest-only classes X1 and X2 at 'AAA';
    -- $4.3 million class L at 'B';
    -- $4.3 million class M at 'B-'.

Class A-1 has been paid in full.  Fitch does not rate the
$13 million class NR.

The upgrades reflect the increased credit enhancement levels from
loan payoff and amortization.  Since last review an additional
eight loans (6.3%) have defeased.  As of the June 2006
distribution date, the pool's aggregate principal balance has been
reduced 9% to $789.7 million from $867.5 million at issuance.

There are four loans in special servicing (2.12%).  The two
largest specially serviced loans (1.3% combined) are secured by
two single-tenant properties in Metairie and Meraux, Louisiana,
currently leased to Winn Dixie.  The loans are cross defaulted and
cross collateralized.  Both loans transferred to the special
servicer when the Meraux property suffered significant damages
from Hurricanes Rita and Katrina.  Currently the Meraux location
is not in operation and Winn Dixie has not provided any
information concerning intentions with this store. Losses are
possible in the event the tenant rejects their lease.  Fitch
expected losses will be absorbed by the NR class.

Fitch reviewed credit assessments of the Franklin Park Mall loan
(10.8%) and the Kings Plaza pooled note (5.8%).  The Fitch
stressed debt service coverage ratio (DSCR) for each loan is
calculated using servicer-provided net operating income less
reserves divided by Fitch stressed debt service payment.  Based on
their improved performance, both loans maintain investment grade
credit assessments.

The Franklin Park Mall loan is secured by a 1,072,383 square foot
(sf) regional mall located in Toledo, Ohio.  The Fitch stressed
DSCR for the loan remains strong at 2.25 times (x) for year-end
2005 compared to 1.45x at issuance.  Occupancy is slightly lower
at 94% compared to 99% at issuance.

The Kings Plaza pooled note (5.7%) is secured by a 1,050,000 sf
mall located in Brooklyn, New York.  The Kings Plaza mortgage loan
consists of notes A1, A2, and B, with an aggregate original
balance of $222 million.  The A2 note, included in this
transaction, is pari passu with the A1 note, in the JPMCC 2001-KP
trust, which also contains the B note.  The Fitch stressed DSCR
for YE 2005 was 2.47x, compared to 2.06x at issuance.  Occupancy
has increased to 97% from 88% at issuance.


J.P. MORGAN: Fitch Puts Low-B Ratings on $39.7 Mil. Class Certs.
----------------------------------------------------------------
Fitch rates these J.P. Morgan Chase Commercial Mortgage Securities
Corp. 2006-CIBC15, commercial mortgage pass-through certificates:

    -- $74,366,000 class A-1 'AAA';
    -- $73,671,000 Class A-3 'AAA';
    -- $1,001,834,000 Class A-4 'AAA';
    -- $101,045,000 Class A-SB 'AAA';
    -- $231,895,000 Class A-1A 'AAA';
    -- $211,831,000 Class A-M 'AAA';
    -- $164,168,000 Class A-J 'AAA';
    -- $2,118,302,786 Class X-1 'AAA';
    -- $2,069,359,000 Class X-2 'AAA';
    -- $37,070,000 Class B 'AA';
    -- $15,888,000 Class C 'AA-';
    -- $31,774,000 Class D 'A';
    -- $26,479,000 Class E 'A-';
    -- $29,127,000 Class F 'BBB+';
    -- $26,479,000 Class G 'BBB';
    -- $21,183,000 Class H 'BBB-';
    -- $7,943,000 Class J 'BB+';
    -- $10,592,000 Class K 'BB';
    -- $7,943,000 Class L 'BB-';
    -- $2,648,000 Class M 'B+';
    -- $5,296,000 Class N 'B';
    -- $5,296,000 Class P 'B-';
    -- $31,774,786 Class NR 'NR';.

Class NR is not rated by Fitch.  Classes A-1, A-3, A-4, A-SB, A-
1A, A-M, A-J, X-1, X-2, B, C and D are offered publicly, while
classes E, F, G, H, J, K, L, N, M and P are privately placed
pursuant to rule 144A of the Securities Act of 1933.  The
certificates represent beneficial ownership interest in the trust,
primary assets of which are 122 fixed-rate loans having an
aggregate principal balance of approximately $2,118,302,787, as of
the cutoff date.


KAISER ALUMINUM: Expects to Exit Chapter 11 Protection on July 6
----------------------------------------------------------------
Kaiser Aluminum Corporation (OTCBB: KLUCQ) expects its second
amended plan of reorganization to become effective on or about
July 6, 2006, whereupon it will emerge from Chapter 11 protection.

In accordance with the plan, the Company fixed the "Distribution
Record Date" under the plan as the close of business on June 28,
2006.  Pursuant to the plan, the company will have no obligation
to recognize the transfer of, or the sale of any participation in,
any allowed claim that occurs after the Distribution Record Date
and will be entitled for all purposes of the plan to recognize and
make distributions under the plan only to those holders of allowed
claims that are holders of such claims, or participants therein,
as of the Distribution Record Date.

In addition, the plan provides that, as of the Distribution Record
Date, each transfer register for the public notes and bonds giving
rise to claims under the POR will be closed and that neither the
company nor the applicable indenture trustee will have any
obligation to recognize the transfer or sale of any public note
claim that occurs after the Distribution Record Date and each of
them will be entitled for all purposes of the plan to recognize
and make distributions under the plan only to those holders of
public note claims who are holders of such claims as of the
Distribution Record Date.

                       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.  On Feb. 6, 2006, the U.S. Bankruptcy
Court for the District of Delaware confirmed the Debtors' joint
plan of reorganization and on May 11, 2006, the U.S. District
Court for the District of Delaware affirmed that confirmation.


LB-UBS: Fitch Holds Low-B Ratings on $13.4 Mil. Class Certificates
------------------------------------------------------------------
Fitch Ratings affirms LB-UBS's commercial mortgage pass-through
certificates, series 2004-C6:

    -- $66.5 million class A-1 at 'AAA';
    -- $186.9 million class A-1A at 'AAA';
    -- $222 million class A-2 at 'AAA';
    -- $109 million class A-3 at 'AAA';
    -- $60 million class A-4 at 'AAA';
    -- $54 million class A-5 at 'AAA';
    -- $470.1 million class A-6 at 'AAA';
    -- Interest-only class X-CL at 'AAA';
    -- Interest-only class X-CP at 'AAA';
    -- $13.5 million class B at 'AA+';
    -- $23.6 million class C at 'AA';
    -- $15.1 million class D at 'AA-';
    -- $13.5 million class E at 'A+';
    -- $15.1 million class F at 'A';
    -- $11.8 million class G at 'A-';
    -- $11.8 million class H at 'BBB+';
    -- $8.4 million class J at 'BBB';
    -- $16.8 million class K at 'BBB-';
    -- $1.7 million class L at 'BB+';
    -- $6.7 million class M at 'BB'; and
    -- $5.0 million class N at 'BB-'.

Fitch does not rate the $3.4 million class P certificate, $1.7
million class Q certificate, $1.7 million class S certificate and
$15.1 million class T certificate.

The rating affirmations reflect the stable performance and minimal
paydown to date.  As of the May 2006 distribution date, the pool's
collateral balance has paid down 1% to $1.33 billion from $1.34
billion at issuance.  The pool has not incurred any realized
losses to date.  There is one loan (0.7%) in special servicing,
and it remains current.

Fitch reviewed the credit assessments of the Northshore Mall
(15.8%), Westfield North Bridge (10.3%), Two Penn Plaza (9.2%),
2000 Pennsylvania Avenue (4.7%), Pacific Beach Hotel (2.6%), GWU
Hotel Portfolio (0.9%) and 1030-1048 Third Avenue (0.7%) loans.
All seven loans maintain investment grade credit assessments.  
The Fitch stressed debt service coverage ratio is calculated using
servicer provided net operating income less required reserves
divided by debt service payments based on the current balance
using a Fitch stressed refinance constant.

The collateral for the Northshore Mall consists of 808,360 square
feet (sf) in a 1.7 million sf, anchored retail center located in
Peabody, MA, which was built in 1958 and renovated in 1977 and
1993. The year-end (YE) 2005 Fitch stressed DSCR improved to 1.57
times (x) compared with 1.41x at issuance.  Occupancy has
decreased to 90% as of March 2006, compared with 96% at issuance.

The Westfield North Bridge loan is a 682,418 sf regional mall in
Chicago, Illinois, which was built in 2000.  The whole loan is
split into three, pari-passu A-notes; the A-1 and A-2 notes of
this loan have been contributed to this transaction. The Fitch
adjusted net cash flow (NCF) for YE 2005 has decreased 4.4% since
issuance.  The A-note corresponding Fitch stressed DSCR as of YE
2005 dropped to 1.28x compared with 1.34x at issuance.  The drop
in property cash flows is primarily due to an increase in property
taxes and additional repairs completed in 2005.  Occupancy has
improved slightly to 91% as of YE 2005 compared with 89% at
issuance.

Two Penn Plaza is secured by a 1.5 million sf, class A office
property in New York, NY, which was built in 1968 and renovated in
1991.  The whole loan has an A-B note structure, both of which are
further split into two pari-passu notes; the A-2 note was
contributed to this transaction.  The Fitch stressed DSCR has
fallen to 1.27x compared with 1.45x at issuance.  The property's
performance has declined since origination due to increased
vacancy losses.  Occupancy at the property has dropped to 90% at
YE 2005 compared with 96% at issuance.

2000 Pennsylvania Avenue is a 362,488sf office building located in
the Foggy Bottom neighborhood of Washington, DC.  The Fitch
stressed YE 2005 DSCR is 1.81x, compared with 1.80x at issuance.
Occupancy has increased slightly to 97% at YE 2005 from 96% at
issuance.

Pacific Beach Hotel is secured by an 837-room full-service,
beachfront hotel with a 29,223 sf indoor shopping mall located in
Honolulu, Hawaii.  The hotel continues to operate at underwriting
levels, as indicated by a Fitch stressed YE 2005 DSCR of 1.55x
compared with 1.54x at issuance.

The collateral for the George Washington University Hotel
Portfolio consists of two, cross-collateralized and cross-
defaulted, full-service hotels, located in Washington, DC: the
151-room One Washington Circle Hotel and the 95-room George
Washington University Inn.  The Fitch YE 2005 DSCR increased to
2.69x compared with 2.02x at issuance.  The blended May 2006
occupancy for both hotels is 81.1%, representing an increase over
76.5% at issuance.

1030-1048 Third Avenue, 163-165 East 61st Street, 160-162 East
162nd Street is a mixed-use property, comprised by the 8,636 sf,
ground floor retail portion of Trump Plaza Apartments, two
adjacent residential buildings and a 128-space garage leased to
Enterprise.  The property is situated in prime retail space on
Third Avenue in the Upper East Side of New York City.  The YE 2005
Fitch stressed DSCR declined to 1.69x compared with 1.79x at
issuance.  As of June 2006, occupancy at the retail and
residential component was 56% and 88%, respectively.


LB-UBS: Fitch Lifts Rating on $20 Million Class L Certificates
--------------------------------------------------------------
Fitch Ratings upgrades 10 classes of LB-UBS Commercial Mortgage
Trust commercial mortgage pass-through certificates, series 2002-
C4:

    -- $18.2 million class B to 'AAA' from 'AA+';
    -- $20 million class C to 'AAA' from 'AA';
    -- $20 million class D to 'AAA' from 'AA-';
    -- $12.7 million class E to 'AAA' from 'A+';
    -- $16.4 million class F to 'AAA' from 'A';
    -- $10.9 million class G to 'AAA' from 'A-';
    -- $12.7 million class H to 'AA+' from 'BBB+';
    -- $12.7 million class J to 'A+' from 'BBB';
    -- $12.7 million class K to 'A-' from 'BBB-';
    -- $20 million class L to 'BBB-' from 'BB+'.

Additionally, Fitch affirms the following classes:

    -- $28.5 million class A-1 at 'AAA';
    -- $90 million class A-2 at 'AAA';
    -- $122.2 million class A-3 at 'AAA';
    -- $86 million class A-4 at 'AAA';
    -- $850.5 million class A-5 at 'AAA';
    -- $7.3 million class M at 'BB';
    -- $7.3 million class N at 'BB-';
    -- $3.6 million class Q at 'B';
    -- $1.8 million class S at 'B-';
    -- $3.6 million class T at 'CCC';
    -- Interest-only class X-CL at 'AAA';
    -- Interest-only class X-CP at 'AAA';
    -- Interest-only class X-VF at 'AAA'.

Fitch does not rate classes P or U.

The upgrades reflect the defeasance, stable pool performance and
paydown since issuance.  As of the June 2006 distribution, the
pool's aggregate principal balance has been reduced by 5.2% to
$1.38 billion from $1.46 billion at issuance.  Fifteen loans
(27.8%) have defeased, including five of the 10 largest loans.
There are currently no delinquent loans and there have been no
losses to date.  In addition, Fitch loans of concern represent
only 6.5% of the pool.

One of the credit assessed loans, 605 Third Avenue (11.5%), has
defeased.  Fitch reviewed year-end 2005 performance data for the
remaining four credit assessed loans (32.8% of the pool).
Westfield Shoppingtown Valley Fair Mall (20.3%), 1166 Avenue of
the Americas (5.6%), Hamilton Mall (5.4%), and the Horizon
Portfolio (1.5%) maintain their investment grade assessments due
to stable or improved performance since issuance.

Currently, there are two loans (1.9%) in special servicing, both
of which are current.  The largest (1.6%) is secured by a 171,103
square foot (sf) office building located in Norwalk, Connecticut.
As of June 2006, the collateral was under contract with a closing
expected in July 2006.  The loan will be assumed by the new
borrower and returned to the master servicer.

The second specially serviced loan (0.3%) is secured by a 77,786
sf shopping center located in Kenner, Louisiana.  The center was
damaged by Hurricane Katrina, but repairs are complete and six of
its seven tenants have resumed occupancy.  The loan will be
returned to the master servicer.


LINN ENERGY: Acquires Natural Gas Pipeline System for $30 Million
-----------------------------------------------------------------
Linn Energy, LLC (Nasdaq:LINE) completed three acquisitions of
natural gas and oil properties in West Virginia, including 207
producing wells, and an acquisition of a natural gas gathering
pipeline system in Western Pennsylvania by its Penn West Pipeline,
LLC subsidiary for an aggregate contract purchase price of
$30 million, subject to customary closing adjustments.

                   Cash Distributions Increase

In connection with the completed acquisitions, the Company's
management and Board of Directors are reviewing the appropriate
level of future cash distributions.  Management currently
anticipates that it will recommend to the Board of Directors an
increase in the annualized cash distribution of $0.12 per unit, or
a 7.5% increase, to an annual rate of $1.72 per unit from the
current annual rate of $1.60 per unit beginning with the cash
distribution expected to be paid on or about Nov. 14, 2006 with
respect to the third fiscal quarter.

                    Increased Borrowing Base

Additionally, the Company reported that its lenders under its
$400 million secured revolving credit facility have approved an
increase in the borrowing base to $265 million from $235 million
effective as of June 21, 2006.  At June 21, 2006, the Company had
outstanding indebtedness of $193.6 million under the credit
facility and additional borrowing availability of $71.4 million.

                        About Linn Energy

Headquartered in Pittsburgh, Pennsylvania, Linn Energy LLC --
http://www.linnenergy.com/-- is an independent natural gas   
company focused on the development and acquisition of natural gas
properties in the Appalachian Basin, primarily in West Virginia,
Pennsylvania, New York and Virginia.

                           *     *     *

At Dec. 31, 2005, Linn Energy LLC had a $51 million working
capital deficit and a $45 million stockholders' deficit.


MADISON RIVER: S&P Affirms Corp. Credit & Facility's B+ Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' bank loan
rating and '4' recovery rating on Madison River Capital LLC's
senior secured credit facility following the company's
announcement that it was increasing the size of the facility to
$600 million from $550 million.  The recovery rating of '4'
indicates expectations for a marginal (25%-50%) recovery of
principal in the event of a payment default.

All other ratings, including the 'B+' corporate credit rating of
Mebane, North Carolina-based parent, Madison River Telephone Co.
LLC, and Madison River Finance Corp., were also affirmed.  The
outlook is stable.  Proceeds from the additional bank financing
will be used to repay $50 million of 13.25% senior unsecured notes
due in 2010.  Pro forma for the proposed transactions, debt
outstanding at March 31, 2006, totaled about $575 million.

"The ratings on Madison River reflect the increasingly competitive
landscape for wireline services due to the wide-scale rollout of
telephony by cable operators, stagnant to declining growth in
voice access lines, limited size and scale, and a highly leveraged
financial profile," said Standard & Poor's credit analyst Susan
Madison.

Tempering factors include:

   * Madison River's position as an incumbent telephone provider
     in secondary and tertiary markets;

   * a track record of exploiting its above-average DSL capability
     to aggressively bundle voice and broadband; and

   * modest free operating cash flow generation.

Madison River provides local, long distance, and Internet services
to about 189,000 voice access lines and 49,000 broadband and high-
speed data customers.  Its rural local exchange business serves
parts of Alabama, Georgia, Illinois, and North Carolina.  In
addition, it operates a small competitive local exchange in
territories surrounding its rural markets.


NANOMAT INC: Court Dismisses Bankr. Case at U.S. Trustee's Behest
-----------------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the Western District of Pennsylvania dismissed Nanomat, Inc.'s
chapter 11 case, at the request of Kelly Beaudin Stapleton, the
U.S. Trustee for Region 3.

Norma Hildenbrand, Esq., the U.S. Trustee's counsel, disclosed
that according to the Debtor's schedules, the Debtor is a
Pennsylvania corporation with two owners:

    (1) Srikanth Raghunathan, who owns 95% of the company and is
        the President, and

    (2) Padmashri Sampathkumar, who has the remaining 5% stake in
        the Debtor and is the Debtor's Executive Vice-President.

Ms. Hildenbrand told the Court that aside from these two
officers, no other officers or directors are able to testify on
behalf of the Debtor.  Ms. Hildenbrand discloses the Messrs.
Raghunathan and Sampathkumar have both been indicted by the U.S.
Attorney.

Ms. Hildenbrand related that although Mr. Raghunathan attended the
first meeting of creditors held pursuant to Section 341(a) of the
Bankruptcy Code, Mr. Raghunathan only stated his name but
thereafter stated that he would not respond to questions as
advised by his counsel and asserted his right against self
incrimination pursuant to the Fifth Amendment of the U.S.
Constitution.

Ms. Hildenbrand told the Court that this continued until the
third scheduled meeting of creditors.  On the fourth meeting of
creditors however, Mr. Raghunathan and his counsel did not attend.

Ms. Hildenbrand contended that the U.S. Trustee's office scheduled
four creditors meetings in compliance with Bankruptcy Rule 2002(a)
but the Debtor's principals failed to testify at any of these
meetings.  Ms. Hildenbrand said that this has deprived the
Chapter 11 trustee and the Debtor's creditors of their opportunity
to ask meaningful questions regarding the financial affairs of the
Debtor.

Ms. Hildenbrand disclosed that Joseph L. Cosetti, the chapter 11
trustee appointed in the Debtor's chapter 11 case, has
investigated the financial affairs of the Debtor and has
liquidated the known assets of the Debtor.  Ms. Hildenbrand
reminds the Court that the chapter 11 trustee has already asked
for court authority to distribute the proceeds of the sale of the
Debtor's property to holders of administrative claims and secured
claims.  According to the chapter 11 trustee, Ms. Hildenbrand
says, there doesn't seem to be any funds available for
distribution to lower priority creditors.  

Ms. Hildenbrand argued that without further cooperation of the
Debtor's principals and the likely distribution of the proceeds
from the sale of the Debtor's assets, there appears to be no point
in continuing the case under a chapter 11 proceeding.

                        About Nanomat Inc.

Headquartered in North Huntingdon, Pennsylvania, Nanomat, Inc. --
http://www.nanomat.com/-- is a leading manufacturer of   
nanomaterials, powders, and technologies.  Nanomat filed for
chapter 11 protection on March 18, 2005 (Bankr. W.D. Pa. Case No.
05-23245).  Donald R. Calaiaro, Esq., at Calaiaro, Corbett &
Brungo, P.C., represents the Debtor in its restructuring efforts.  
Joseph L. Cosetti, the chapter 11 trustee, is represented by
Carlota M. Bohm, Esq., at Houston Harbaugh, P.C.  When the Debtor
filed for protection from its creditors, its estimated assets and
debts between $10 million and $50 million.


NATIONAL CENTURY: Debt Acquisition Wants Class C-7 Claims Paid
--------------------------------------------------------------
Debt Acquisition Company of America V, LLC, is presently the
record holder of 30 general unsecured claims all of which are
less than $500,000.  According to Dean T. Kirby, Jr., Esq., at
Kirby & McGuinn, A P.C., in San Diego, California, the Claims are
included in Class C-7 or the "Convenience Class" under National
Century Financial Enterprises, Inc., and its debtor-affiliates'
Fourth Amended Plan of Liquidation.

Mr. Kirby relates that:

    (a) the amounts for each of the Claims were scheduled by the
        Debtors totaling $42,096;

    (b) none of the Claims were scheduled as disputed, contingent
        or unliquidated; and

    (c) the Claims Objection Bar Date provided for under the Plan
        has expired and no objection to the Claims has been filed.

Mr. Kirby asserts that none of the creditors elected treatment as
a Class C-6 claim.  Therefore, a distribution of at least 50% is
due to each creditor under the terms of the confirmed Plan.

Moreover, as far as Debt Acquisition can determine -- based on
its review of the confirmed Plan -- no proceedings on any pending
claims objection can affect the entitlement of Class C-7 members
to at least a 50% distribution, Mr. Kirby tells Judge Calhoun.

It is Debt Acquisition's understanding that distributions to
Class C-7 claimholders are being withheld pending the resolution
of about 10 non-related disputed claims in Class C-6 and C-7.

Mr. Kirby relates that proceedings on claims objections have
dragged on for more than a-year-and-a-half past the Claims
Objection Bar Date.  Creditors have received no report or
indication of what has happened or when a distribution may take
place.

Given the extraordinary circumstances created by substantial
unforeseen delay in the Debtors' Chapter 11 case, Debt
Acquisition submits that:

    * Class C-7 creditors are now being treated unfairly in that
      no payment has been made even on account of the minimum
      distribution to which they will be entitled under the Plan
      no matter what the outcome of any claims objection; and

    * The Court should exercise its continuing jurisdiction to
      ensure that Class C-7 creditors receive the benefit of their
      bargain in the form of an immediate minimum distribution and
      some timetable for completion of any additional
      distribution.

Against this backdrop, Debt Acquisition asks the U.S. Bankruptcy
Court for the Southern District of Ohio to enter an order:

    1) directing the Debtors to make full distribution on account
       of Class C-7 Claims; or

    2) if full distribution is impractical at this time, directing
       the Debtors to:

        -- make an interim distribution of the minimum to which
           Class C-7 creditors will be entitled under the Plan,
           viz., 50%; and

        -- report to all holders of Class C-7 Claims as to the
           status of the case and the expected date of any
           additional distributions.

A list of the 30 Class C-7 Claims is available for free at
http://ResearchArchives.com/t/s?bdc

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004.  Paul E. Harner, Esq., at Jones Day, represents
the Debtors. (National Century Bankruptcy News, Issue No. 63;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NATIONAL CENTURY: Ex-NCFE Officers Plead Not Guilty in Ohio Court
-----------------------------------------------------------------
The seven former executives of National Century Financial
Enterprises Inc., including former chairman Lance K. Poulsen,
pleaded not guilty to federal charges of plotting to defraud NCFE
investors of more than $3,000,000,000, according to Erik Johns of
Bloomberg News.

The seven ex-NCFE executives were arraigned in federal court in
Columbus, Ohio, on June 2, 2006, Mr. Johns said.

Roger Synenberg, Esq., counsel for ex-NCFE officer Rebecca
Parrett, said in an interview that Ms. Parrett is innocent of the
charges and looks forward to presenting her case to a jury.

D. Michael Crites, Esq., counsel for Jon Beacham, on the other
hand, said that Mr. Beacham "engaged in no criminal activity or
wrongdoing" and fully expects to be vindicated and acquitted.
Mr. Beacham is NCFE's former director and vice president of
securitizations.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004.  Paul E. Harner, Esq., at Jones Day, represents
the Debtors. (National Century Bankruptcy News, Issue No. 63;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NETWORK INSTALLATION: Selling 1.9 Mil. Shares of Stock to Dutchess
------------------------------------------------------------------
Network Installation Corporation has issued a convertible
debenture to Dutchess Private Equities Fund, LP and Dutchess  
Private Equities Fund II, LP.  The debenture has a face amount of
$1,920,000 and the Company received $1,600,000 after the discount
was applied.  The Company will pay a 10% annual coupon rate on the
unpaid face amount of the debenture.  The debenture is subject to
automatic conversion at the end of 5 years from the date of
issuance.  

The Company has also granted a warrant to Dutchess Private
Equities Fund, LP to purchase up to a total of 1,920,000 shares of
our common stock at an exercise price of $0.41 per share, subject
to adjustment.  The warrant expires five years after its original
issuance.

With respect to the convertible debenture and warrant, the Company
relied on the Section 4(2) and 4(6) exemptions from securities
registration under the federal securities laws for transactions
not involving any public offering.  No advertising or general
solicitation was employed in offering the securities.

The securities were sold to sophisticated or accredited investors.  
The securities were offered for investment purposes only and not
for the purpose of resale or distribution, and the transfer
thereof was appropriately restricted by the Company.

                    About Network Installation

Headquartered in Irvine, California, Network Installation Corp.
-- http://www.networkinstallationcorp.net/-- is a single source
provider of communications infrastructure, specializing in the
design, installation, deployment and integration of specialty
systems and computer networks.  Through its wholly-owned
subsidiaries, Com Services and Kelley Technologies, the Company
provides its services to these customers and industries: Gaming &
casinos, local and regional municipalities, K-12 and education.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 1, 2006,
Jaspers + Hall, PC, in Denver, Colorado, raised substantial
doubt about Network Installation Corp.'s ability to continue
as a going concern after auditing the Company's financial
statements for the year ended Dec. 31, 2005.  The auditor
pointed to the Company's recurring losses from operations and
stockholders deficiency.

The Company incurred a $1,329,230 net loss on $1,006,844 of
revenues for the three months ended March 31, 2006.  At March 31,
2006, the Company's balance sheet showed $14,005,708 in total
assets, $13,252,768 in total liabilities, and $752,940 in
stockholders' equity.  The Company's March 31 balance sheet also
showed strained liquidity with $6,049,792 in total current assets
available to pay $8,164,848 in total current liabilities coming
due within the next 12 months.


NEVADA POWER: Prices Private Offerings of $195 Mil. Mortgage Notes
------------------------------------------------------------------
Nevada Power Company (NYSE: SRP) priced private offerings of
additional amounts of $120 million of its 6.650% General and
Refunding Mortgage Notes, Series N, due April 1, 2036
and $75 million of its 6.50% General and Refunding Mortgage Notes,
Series O, due May 15, 2018.  The Notes are expected to be
delivered on or about June 26, 2006.

Previously, Nevada Power sold and issued $250 million of Series N
Notes and $250 million of Series O Notes.  Upon the consummation
of the issuance of the Notes, the total amount of Series N Notes
outstanding will be $370 million and the total amount of Series O
Notes outstanding will be $325 million.

Net proceeds from the offerings are expected to be approximately
$180 million and will be used to fund the purchase of the Nevada
Power's 10-7/8% General and Refunding Mortgage Notes, Series E,
due 2009, which are tendered pursuant to the company's offer to
purchase and consent solicitation expiring on June 28, 2006,
and to pay fees, premiums and expenses associated with the
company's tender offer.  Currently, $162.5 million aggregate
principal amount of the Series E Notes are outstanding.  A
substantial portion of such Series E Notes has already been
tendered pursuant to the terms of the Offer to Purchase.

Nevada Power intends to use any remaining proceeds to repay
amounts outstanding under its Revolving Credit Facility with
Wachovia Bank, N.A.  Upon the consummation of the offerings, the
Nevada Power will have met the financing condition contained in
the Offer to Purchase; therefore, the company has waived the
Series E Notes tender offer financing condition.

The Notes will be secured by the lien of the Nevada Power's
General and Refunding Mortgage Indenture, which constitutes a lien
on substantially all of the company's real property and tangible
personal property located in the State of Nevada.  The offering
will be made only to qualified institutional buyers in accordance
with Rule 144A under the Securities Act of 1933, as amended and
outside the United States in compliance with Regulation S under
the Securities Act.

                       About Nevada Power

Nevada Power Company is a regulated public utility engaged in the
distribution, transmission, generation, purchase and sale of
electric energy in the southern Nevada communities of Las Vegas,
North Las Vegas, Henderson, Searchlight, Laughlin and their
adjoining areas, including Nellis Air Force Base and the
Department of Energy's Nevada Test Site in Nye County.  The
Company provides electricity to approximately 774,000 residential
and business customers.

Headquartered in Nevada, Sierra Pacific Resources is a holding
company whose principal subsidiaries are Nevada Power Company, the
electric utility for most of southern Nevada, and Sierra Pacific
Power Company, the electric utility for most of northern Nevada
and the Lake Tahoe area of California.


NEVADA POWER: Fitch Expects to Assign BB+ Rating on $195MM Notes
----------------------------------------------------------------
Fitch expects to assign a 'BB+' rating to Nevada Power Co.'s
$195 million general and refunding mortgage notes, comprising of:

   * $75 million series O due 2018; and
   * $120 million series N due 2036.

Net proceeds will be used to repay higher coupon mortgage notes
and reduce borrowings under the company's $600 million working
capital facility.  The Rating Outlook is Positive.  The notes are
being offered in a private placement under Rule 144A of the
Securities Act.

NPC's Positive Rating Outlook reflects evidence of:

   * a supportive regulatory environment in Nevada;

   * reduced litigation exposure;

   * improved financial flexibility;

   * adequate liquidity; and

   * ongoing efforts to diminish reliance on the wholesale energy
     markets.

Recent orders by the Public Utilities Commission of Nevada for NPC
have continued to allow for full recovery of deferred energy costs
and adjustments to going forward energy rates.  This is a primary
rating consideration given NPC's significant net short position.

The PUCN has also supported the company's efforts to reduce its
exposure to the wholesale energy markets and has approved the
purchase and construction of new generating facilities.  Since
January 2006, NPC has added approximately 1,700 MW of new
generation capacity.  

Regulatory decisions will remain critical going forward as NPC is
expected to consistently file for recovery of capital investments
and deferred energy costs.  A change to this pattern of
constructive regulatory orders would have adverse rating
implications for the company.  

Fitch notes that NPC has a $172 million deferred energy case
pending before the PUCN.  A decision in the proceeding is expected
by the end of July 2006.

In addition to continued exposure to the wholesale power and
natural gas markets and regulatory risk associated with recovering
deferred energy costs, a primary risk for fixed-income investors
is NPC's significant capital expenditure commitments and related
financing required over the next several years.  Given the
company's strategy to close its generation gap as well as expand
its transmission and distribution system, substantial additional
construction/ acquisitions should be expected.

NPC, together with its affiliate Sierra Pacific Power Co., have
announced plans to develop two 750 MW coal-fired plants and a 250-
mile transmission line near Ely, Nevada.  The project is subject
to regulatory approval and permitting requirements; the first unit
would be operational in 2011 with the second unit following in
2014.  Total capital expenditures for the project are estimated at
$3 billion and will significantly exceed internally generated
cash.  The company has not yet laid out its financing plans, but
Fitch expects that the company will utilize a balanced mix of debt
and equity funding to support credit quality.

NPC is an integrated utility serving Las Vegas and the surrounding
area in Nevada.  NPC and its affiliate SPPC are subsidiaries of
the holding company Sierra Pacific Resources.  NPC serves
approximately 774,000 electric customers in southern Nevada and
owns 3,000 MW of coal and gas-fired generation.  NPC's historical
annual customer growth rate of 5% is among the highest in the
country.


NIMITZ PARTNERS: Settles 7-Year Lender Liability Suit Before Trial
------------------------------------------------------------------
Real estate investor and Hawaii hotel owner Nimitz Partners LLC
will fully retain equity ownership in the 308-room Honolulu
Airport Hotel and the 314-room Best Western Plaza, also located at
Hawaii's largest airport, under the terms of an eve-of-trail
settlement agreement resolving its seven-year-old lender liability
lawsuit.  

The settlement between Nimitz and its former lender, Llama Capital
Mortgage Company Limited Partnership, resolves a $38 million
dispute that involved some cutting edge lender liability
litigation, as well as a chapter 11 bankruptcy proceeding.

The dispute arose in March 1999 between Nimitz and Llama over
disposition of the two hotels.

Llama had acquired the interest of a prior lender, then declared a
default and commenced foreclosure proceeding in Hawaii State court
against the hotels.  

At the time, Llama claimed that Nimitz owed it more than $38
million.  In response to the foreclosure complaint, Nimitz filed a
lender liability counterclaim contending that Llama had improperly
used confidential information to acquire the loan and had
tortiously interfered with its economic relations.
  
After Llama's motion for summary judgment in the state court
litigation was denied, the parties entered into a settlement which
provided for an extension of the term of the existing loan.  That
settlement significantly reduced Nimitz's interest rates on the
loan.  It also gave Nimitz the ability to pay off the loan at
discounts ranging from approximately $16 - $18 million depending
upon the exercise date during the three-year extension.

As part of the settlement, Nimitz was required to file a Chapter
11 bankruptcy (Bankr. D. Hawaii Case No. 00-03501) and agree to
have the bankruptcy court enforce default remedies.  At the time,
the Nimitz reorganization was the fastest Chapter 11 turnaround in
Hawaii bankruptcy court from filing to confirmation.

As part of the settlement, Nimitz agreed to undertake renovations
of the two hotels.  These renovations were not completed and in
May 2003, the Nimitz bankruptcy case was reopened.  Llama filed a
motion seeking to have the hotels sold, and Nimitz filed a second
lender liability suit alleging a breach by Llama (Bankr. D. Hawaii
Adv. Pro. No. 03-90032).  Nimitz's also successfully moved to
transfer the case to the U.S. District Court (D. Hawaii Case No.
1:03-cv-00518-KSC) on the grounds that the alleged breach involved
contract interpretation which entitled it to a jury trial.  It
also defeated motions for a receiver and summary judgment.

The U.S. District Court was scheduled to hold the jury trial when
the case was settled at the eleventh-hour.

Howard J. Steinberg, Esq., at Irell & Manella LLP in Los Angeles,
represented Nimitz Partners.  He was assisted by local counsel Don
Gelber, Esq., of the Hawaiian firm Gelber, Gelber, Ingersoll &
Klevansky.  The successful resolution of the claims against Nimitz
is the latest victory in Mr. Steinberg's 26-year career.  Mr.
Steinberg, who has litigated hundreds of matters, has never lost a
bankruptcy court trial.

"Our client is elated at the outcome of the settlement," Mr.
Steinberg said.  "Not only has Nimitz Partners retained full
equity ownership in the hotels, but they are relieved of having to
make any out-of-pocket expenses related to the lawsuit."


NOVASTAR MORTGAGE: Fitch Rates $5.1 Mil. Class M-10 Certs. at BB+
-----------------------------------------------------------------
Fitch rated NovaStar Mortgage Funding Trust's $1.01 billion home
equity loan asset-backed certificates, series 2006-2, which closed
on June 15, 2006:

  * $862.8 million classes A-1A, A-2A, A-2B, A-2C, and A-2D 'AAA';
  * $60.2 million class M-1 'AA';
  * $15.8 million class M-2 'AA';
  * $15.3 million class M-3 'AA-';
  * $13.8 million class M-4 'AA-';
  * $10.2 million class M-5 'A+';
  * $8.2 million class M-6 'A+';
  * $6.1 million class M-7 'A';
  * $10.2 million class M-8 'BBB+';
  * $8.2 million class M-9 'BBB-'; and
  * $5.1 million privately offered class M-10 'BB+'.

The 'AAA' rating on the class A certificates reflects:

   * the 15.50% total credit enhancement provided by the 5.90%
     class M-1;

   * the 1.55% class M-2;

   * the 1.50% class M-3;

   * the 1.35% class M-4;

   * the 1.00% class M-5;

   * the 0.80% class M-6;

   * the 0.60% class M-7;

   * the 1.00% class M-8;

   * the 0.80% class M-9;

   * the 0.50% privately offered class M-10; and

   * the 0.50% initial and target overcollateralization.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  The ratings also reflect the quality of the loans,
the soundness of the legal and financial structures, and the
capabilities of NovaStar Mortgage, Inc. as Servicer.  JPMorgan
Chase Bank, NA, rated 'A+' by Fitch, will act as Trustee.

On the closing date, the trust fund will consist of a pool of
first and second lien, adjustable and fixed rate, fully amortizing
and balloon, residential mortgage loans with a total principal
balance as of the cut-off date, June 1, 2006, of approximately
$1,021,101,924.  For the purpose of distributing principal and
interest, the mortgage pool will be segregated into two mortgage
loan groups.

The Group 1 mortgage pool consists of adjustable-rate and fixed-
rate, conforming, first and second lien mortgage loans with a cut-
off date pool balance of $510,531,179.  Approximately 17.30% of
the mortgage loans are fixed rate mortgage loans and 82.70% are
adjustable-rate mortgage loans.  

The weighted average loan rate is approximately 8.799%.  The
weighted average remaining term to maturity is 353 months.  The
average principal balance of the loans is approximately $157,377.
The weighted average original loan-to-value ratio is 80.97%.  The
properties are primarily located in:

   * Florida (22.35%),
   * California (12.23%), and
   * Maryland (5.96%).

The Group 2 mortgage pool consists of adjustable-rate and fixed-
rate, non-conforming, first and second lien mortgage loans with a
cut-off date pool balance of $510,570,745.  Approximately 16.26%
of the mortgage loans are fixed rate mortgage loans and 83.74% are
adjustable-rate mortgage loans.

The weighted average loan rate is approximately 8.780%.  The
weighted average remaining term to maturity is 350 months.  The
average principal balance of the loans is approximately $183,395.
The weighted average original loan-to-value ratio is 81.50%.  The
properties are primarily located in:

   * Florida (21.66%),
   * California (19.45%), and
   * Maryland (7.09%).

For federal income tax purposes, multiple real estate mortgage
investment conduit elections will be made with respect to the
trust estate.


NVE INC: Asks Court to Expand McElroy Deutsch's Retention
---------------------------------------------------------
NVE Inc. asks the U.S. Bankruptcy Court for the District of New
Jersey for permission to expand the retention of McElroy, Deutsch,
Mulvaney & Carpenter, LLP, as its special litigation counsel.

As previously reported in the Troubled Company Reporter on
Dec. 19, 2006, the Debtor hired McElroy Deutsch to handle an
appeal to the Third Circuit Court of Appeals, and also to
represent the Debtor in a consumer fraud action instituted against
the Debtor and Robert Occhifinto.

The Debtor believes that the expansion of McElroy Deutsch's
retention is necessary to continue representing the Debtor in the
ongoing consumer case such as that being pursued against by the
Attorney General for the State of New Jersey.

The current hourly rates of McElroy Deutsch's professionals are:

      Professional                     Hourly Rate
      ------------                     -----------
      Walter F. Timpone, Esq.              $425
      Michael B. Devins, Esq.              $225
      Walter R. Krzastek                   $200

The Debtor believes that McElroy, Deutsch, Mulvaney & Carpenter,
LLP, is disinterested as that term is defined in Section 101(14)
of the U.S. Bankruptcy Code.

Headquartered in Andover, New Jersey, NVE Inc., dba NVE
Pharmaceuticals, Inc., manufactures dietary supplements.  The
Debtor is facing lawsuits about its weight-loss products which
contain the now-banned herbal stimulant, Ephedra.  The Company
filed for chapter 11 protection on August 10, 2005 (Bankr. D. N.J.
Case No. 05-35692).  Daniel Stolz, Esq., Leonard C. Walczyk, Esq.,
Michael McLaughlin, Esq., and Steven Z Jurista, Esq., at
Wasserman, Jurista & Stolz, represent the Debtor in its
restructuring efforts.  Derek John Craig, Esq., at Brown Raysman
Millstein Felder & Steiner LLP, and David J. Molton, Esq., at
Brown Rudnick Berlack Israels LLP, represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed $10,966,522 in total
assets and $14,745,605 in total debts.


NVE INC: Hires Pashman Stein as Labor & Employment Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave NVE
Inc. permission to employ Pashman Stein, P.C., as its labor and
employment counsel.

As reported in the Troubled Company Reporter on March 8, 2006,
Pashman Stein will represent the Debtor in connection with current
labor and employment matters, as well as, future labor and
employment matters.

Samuel J. Samaro, Esq., at Pashman Stein, told the Court that he
will bill $250 per hour for this engagement.  Mr. Samaro discloses
that Ellen Smith, Esq., will bill $200 per hour and John Balsamo,
Esq., will bill $150 per hour for their services.

Headquartered in Andover, New Jersey, NVE Inc., dba NVE
Pharmaceuticals, Inc., manufactures dietary supplements.  The
Debtor is facing lawsuits about its weight-loss products which
contain the now-banned herbal stimulant, Ephedra.  The Company
filed for chapter 11 protection on August 10, 2005 (Bankr. D. N.J.
Case No. 05-35692).  Daniel Stolz, Esq., Leonard C. Walczyk, Esq.,
Michael McLaughlin, Esq., and Steven Z Jurista, Esq., at
Wasserman, Jurista & Stolz, represent the Debtor in its
restructuring efforts.  Derek John Craig, Esq., at Brown Raysman
Millstein Felder & Steiner LLP, and David J. Molton, Esq., at
Brown Rudnick Berlack Israels LLP, represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed $10,966,522 in total
assets and $14,745,605 in total debts.


OPTICAL DATACOMM: Section 341(a) Meeting Slated for July 13
-----------------------------------------------------------
A meeting of Optical Datacomm, LLC's creditors will be held at
1:00 p.m., on July 13, 2006, at Room 2112, US District Court,
844 King St., Wilmington, Delaware.  This is the first meeting of
creditors after the Debtors' chapter 11 case was converted to a
chapter 7 proceeding.

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

Optical Datacomm, LLC, now known as OODC LLC, supplies network
integration services solutions and design and manufactures
custom connectionized fiber optic, copper and coaxial cable
assemblies to telecommunication companies worldwide.  The Company
filed for chapter 11 protection on November 17, 2001.  H. Jeffrey
Schwartz, Esq. at Benesch, Friedlander, Coplan & Aronoff, LLP
and Joel A. Waite, Esq. at Young Conaway Stargatt & Taylor
represented the Debtor.  Anthony M. Saccullo, Esq., and Neil B.
Glassman, Esq, at The Bayard Firm represent the Debtor's Official
Committee of Unsecured Creditors.  In its petition, the Company
listed estimated assets of $10 million to $50 million and
estimated debts of $50 million to $100 million.  The Court
converted the Debtor's chapter 11 case to a chapter 7 liquidation
proceeding on June 2, 2006, and named Jeoffrey L. Burtch as the
interim chapter 7 trustee.


OTIS SPUNKMEYER: $230 Million IPO Prompts S&P's Positive Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
San Leandro, California-based Otis Spunkmeyer Inc. to positive
from stable.  Existing ratings on the company, including the 'B+'
corporate credit rating, were affirmed.  About $215 million total
debt was outstanding at April 1, 2006.

"The outlook revision follows the company's S-1 filing with the
SEC for an IPO of up to $230 million of its common stock and
reflects the potential for lower debt leverage if the IPO is
successful," said Standard & Poor's credit analyst Alison
Sullivan.

Otis Spunkmeyer intends to use proceeds from the IPO:

   * to repay debt;

   * to redeem class A preferred stock ($32 million outstanding);
     and

   * for general corporate purposes.

The company's preferred stock are treated as intermediate equity
content securities.  With the anticipated debt reduction, Standard
& Poor's estimates lease-adjusted total debt to operating EBITDA
could strengthen to about 3.5x, from about 4.6x for the 12 months
ended April 1, 2006.

The ratings reflect:

   * Otis Spunkmeyer's high debt leverage;
   * its narrow business focus; and
   * the highly competitive industry in which it competes.

Otis Spunkmeyer manufactures frozen and pre-baked products for the
foods service and retail distribution channels.  The company's
portfolio of premium-baked goods includes cookies, muffins,
danishes, bagels, and brownies.  The company holds a leading share
with a No. 1 position in the frozen cookie dough market and a No.
2 position in the branded pre-baked muffin category.


OZBURNEY-HESSEY: Debt Increase Cues Moody's to Downgrade Ratings
----------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of Ozburn-
Hessey Holding Company, LLC, senior secured to B3 from B2; the
outlook is stable.

The rating action reflects the increase in debt due to the planned
$140 million add-on to the existing term loan facility, which
Ozburn-Hessey will use to fund planned growth, and the increase in
leverage and decrease in EBIT/Interest coverage.   Moody's also
expects future increases in leverage due to additional debt-
financed acquisitions and to increasing lease-adjusted debt due to
growth in the core warehousing operation.

Additionally, low barriers to entry and prospects of increased
competition in the company's core third-party logistics operations
and transportation segments resulting from expansion by existing
service providers could pressure Ozburn-Hessey's margins.  
Offsetting these factors are Ozburn-Hessey's record of profitable
acquisitive growth of its 3PL business supported by favorable
customer retention rates and Moody's expectation of marginally
positive free cash flow over the intermediate term.

The ratings reflect Moody's belief that Ozburn-Hessey will
continue to pursue acquisitions, largely cash financed at current
market multiples of EBITDA for companies with nominal investments
in on-balance sheet fixed assets.  Additional acquisitions could
offset potential improvements in the company's credit profile that
would be derived from the Credit Agreement covenant requiring the
application of 75% of excess cash flow to debt reduction.

Moody's notes that Ozburn-Hessey closed five acquisitions
subsequent to 2001, growing annual gross revenue to $399 million
in 2005 from $99 million in 2002.  Over this same period, EBITDA
margins on gross revenue declined to 8.4% from 10.7%, and EBIT /
Interest coverage declined to 0.7 times from 1.4 times.  Moody's
also believes that operating results could be pressured if a
slowdown in the U.S. economy were to occur and could also be
affected by the complexity of increasingly larger operations.

Additionally, the 3PL sector is subject to ongoing consolidation
of service providers and increased pressure from customers to
lower prices.  In Moody's view, these dynamics could place
pressure on Ozburn-Hessey to become more efficient in order to
maintain price competitiveness to maintain market share.

Upon closing of the add-on to the credit facility, total debt will
approximate $555 million, consisting of $237 million outstanding
under the term loan due 2012, $8 million under the $40 million
revolving credit facility due 2010, $230 million from the
capitalization of operating leases and $80 million of subordinated
debt issued by OHH Acquisition Corporation, the direct parent of
Ozburn-Hessey. Moody's considers the subordinated debt of OHHAC in
the assessment of Ozburn-Hessey's ratings since OHHAC provides an
unconditional guarantee of Ozburn-Hessey's obligations under the
rated credit facilities.

Additionally, the annual debt service obligations of OHHAC are met
solely from dividends from Ozburn-Hessey.  Ozburn-Hessey had
consolidated total assets of $380 million at December 2005;
however, only $37 million or 10% represented tangible assets,
reflecting the low asset intensity of the company's business model
and the significant acquisition premiums the company has incurred
in executing past acquisitions.

Moody's ratings of Ozburn-Hessey consider that low asset intensity
implies limited asset coverage for the senior secured facilities
and low likely recovery levels by debt holders in the event of
default.  The B3 rating of the senior secured bank facility is at
the same level as the Corporate Family Rating since the Credit
Facility obligations account for the preponderance of debt
capital.  The Credit Facility is supported by upstream guarantees
from substantially all of Ozburn-Hessey's domestic subsidiaries.

The stable rating outlook reflects Moody's expectation that the
company will be able to preserve EBITDA margins at or above the
low 8% level achieved in 2005 and to manage its exposure to lease
obligations on warehouse space as the demand for warehouse space
declines with any consumer-driven slowdown.  In addition, the
credit profile should improve, absent additional debt financed
acquisitions; as long as existing contracts are renewed at
approximately the same terms as currently exist while gradually
reducing debt levels through the cash recapture provision in the
bank agreements.

Ratings or their outlook may be subject to further downward
revision if the company's EBITDA margin or EBIT to Interest ratio
decline from the levels achieved in 2005; if free cash flow were
to be sustained below 3% of total adjusted debt or if the
company's customer retention rate fell to below 85% of the annual
contracted revenue base.  Ratings could also be pressured lower if
Ozburn-Hessey makes a significant debt-financed acquisition.

The ratings or outlook could be revised upward if the company
demonstrates success in operating a larger, more diversified
enterprise, measured by organic top line growth and margin
improvement while reducing debt and maintaining capital spending
levels, resulting in free cash flow exceeding 10% of total
adjusted debt; lease adjusted leverage being sustained below
4.5 times and EBIT/Interest coverage being sustained above
1 times.

Downgrades:

Issuer: Ozburn-Hessey Holding Company, LLC

    * Corporate Family Rating, Downgraded to B3 from B2

    * Senior Secured Bank Credit Facility, Downgraded to
      B3 from B2

Ozburn-Hessey Holding Company, LLC, headquartered in Nashville,
Tennessee, is a leading provider of third-party logistics and
related services.  The company also provides non-asset based
freight transportation through its Transportation Services
segment. Ozburn-Hessey is a wholly-owned subsidiary of OHH
Acquisition Corporation.


PARMALAT USA: Reps Want to Amend Complaint Against Parmalat S.p.A
-----------------------------------------------------------------
Lawyers leading a securities class action against Parmalat have
filed a fresh motion seeking permission to amend their complaint
to assert claims against Parmalat S.p.A., the entity that recently
emerged from Extraordinary Administration Proceedings (akin to
U.S. bankruptcy) in Italy.

Until recently, the class plaintiffs were prevented from
filing claims against Parmalat Finanziaria and its subsidiaries
and affiliates due to a stay issued in the Italian bankruptcy
proceedings against all creditors, including class plaintiffs, and
also a preliminary injunction issued by the U.S. bankruptcy court
against all creditors and class plaintiffs.  The newly filed
complaint allows Parmalat investors who lost billions of dollars
in the dairy giant's fraud-soaked collapse to seek claims against
the company itself.

In October 2005, the court in Parma, Italy issued a decree
approving a "composition" or agreement with Old Parmalat's
creditors causing Parmalat S.p.A. to formally succeed Old
Parmalat and triggering the transfer of Old Parmalat's assets and
liabilities to New Parmalat.  Thus, unlike U.S. bankruptcy,
Parmalat S.p.A., or "New Parmalat" did not get a "fresh start"
with its prepetition debts being discharged.  Rather, it emerged
with the assets and liabilities of its predecessor companies that
were not discharged in the Extraordinary Administration.  In its
first official prospectus, New Parmalat recognized that
plaintiffs in the United States securities class action could
assert claims against it in the United States.  For these
reasons, lead plaintiffs moved for leave to assert federal
securities fraud claims against New Parmalat based on the actions
of Old Parmalat and its officers, directors, statutory auditors
and others prior to Extraordinary Administration.

The amended complaint was filed in U.S. District Court for
the Southern District of New York.  Grant & Eisenhofer represents
Parmalat shareholders, including UK-based Hermes Focused Asset
Management Europe Ltd.  Law firm Cohen Milstein Hausfeld & Toll,
P.L.L.C. represents Parmalat's former bondholders.

"Our new filing is an important milestone in this case --
for the first time since the rapid implosion of Parmalat nearly
three years ago, investors have the opportunity and the right to
seek compensation from the company itself, an option that was not
available while Parmalat was in bankruptcy proceedings in Italy,"
said Stuart Grant, name partner at Grant & Eisenhofer.

As alleged in the original securities fraud complaint,
during the Class Period -- January 5, 1999 through December 18,
2003 (and thus prior to the Extraordinary Administration) --
those individuals, along with Old Parmalat's banks and accounting
firms, structured and participated in a panoply of fraudulent
schemes designed to hide Old Parmalat's growing debts to third
parties and artificially inflate its assets, revenues and
ultimately, the market prices of its securities.

The scheme culminated in Old Parmalat's financial collapse
when it was revealed that the company's total consolidated debt
had been understated by nearly $10 billion and its total net
assets (or shareholder equity) had been overstated by $16.4
billion.  Parmalat, an international food and dairy company,
filed for bankruptcy in Italy in December 2003.

The amended complaint also contains new allegations against
accounting Grant Thornton LLP (which had previously been
dismissed from the case) showing that it controlled its U.S.
affiliate, defendant Grant Thornton International, which had
participated in the fraud.  Plaintiffs also amended their claims
against Credit Suisse First Boston (now known as Credit Suisse)
and added new claims against related entities Credit Suisse First
Boston International (now known as Credit Suisse International),
Credit Suisse First Boston (Europe) Limited (now known as Credit
Suisse Securities (Europe) Limited), and Credit Suisse Group, for
their direct participation in, or control of entities that
participated in, the fraud.

                     About Grant & Eisenhofer

Wilmington, DE and New York-based Grant & Eisenhofer
represents institutional investors and shareholders nationally in
securities class actions, corporate governance actions and
derivative litigation.  The firm has recovered more than
$2 billion for shareholders in the last five years and was named
one of the Top 5 firms for shareholder recovery in 2005 by
Institutional Shareholder Services.  Currently, Grant &
Eisenhofer is lead counsel in shareholder cases against Tyco,
Global Crossing, Parmalat, Marsh & McLennan and Refco.  In 2005,
the firm published the Shareholder Activism Handbook, a practical
guide for shareholders on corporate governance matters.  Grant &
Eisenhofer has also obtained major corporate governance
settlements in shareholder cases against News Corp., Health South
and Siebel Systems.  For more go to http://www.gelaw.com/

A full-text copy of the Amended Complaint is available for free
at http://researcharchives.com/t/s?bd3

                          About Parmalat

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 USA: Creditors Approve Revisions to Parmalat Brasil Plan
-----------------------------------------------------------------
Certain amendments to the Restructuring Plan of Parmalat Brasil
Industria de Alimentos S.A. have been approved in Parmalat
Brasil's general creditors meeting.

The amendments include:

   -- Authorization of the subscription by Laep Capital LLC
      of PA's capital increase.  As a result, Laep will hold a
      majority shareholding of 98.5% of PA's share capital.  
      Parmalat group has waived its pre-emption rights to the
      newly issued shares.

   -- Sale by PA to Perdigao Agroindustrial SA of the controlling
      stockholding in Batavia SA, and of the bakery division and
      the production plant of Guaranhus in the State of
      Pernambuco.

   -- Trademark license agreement between Parmalat SpA and
      Batavia.

The amendments to the Plan are subject to approval by the
Court of Sao Paulo.  Upon completion of the procedure, the
control of the Parmalat Group over PA will cease.

                          About Parmalat

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.


PLIANT CORP: Has Until October 30 to Solicit Acceptances for Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the period within which Pliant Corporation and its debtor-
affiliates have the exclusive right to file a chapter 11 plan of
reorganization to Sept. 1, 2006.  The Court also extended the
Debtors exclusive period to solicit acceptances of that plan to
Oct. 30, 2006.

The Debtors delivered to Court their Third Amended Plan of
Reorganization on June 5, 2006.

Pliant Vice President and General Counsel Stephen T. Auburn
discloses that the Third Amended Plan includes a new class --
Class 11A, which consists of the Durham Subordinated Claims.  The
Claims are impaired.  The Durham Subordinated Claims are the
claims of the Durham Parties related to the Durham Put Shares to
the extent subordinated by the Bankruptcy Court pursuant to
Section 510(b) of the Bankruptcy Code.

The Durham Parties refers to Richard P. Durham and Durham
Capital, L.L.C.

The Durham Put Shares refers to the capital stock and warrants of
the Debtors that are subject to the alleged "put" right of the
Durham Parties.  As of the Petition Date, the Durham Put
Shares consisted of 18,200 shares of outstanding common stock,
1,232 shares of Series A Preferred Stock and 1,250 Warrants.

The Plan provides if and to the extent the Court determines that
Holders of Allowed Durham Subordinated Claims are entitled to
receive:

   (a) a portion of the New Equity Common Stock that is otherwise
       distributable to Holders of Outstanding Common Stock
       Interests; or

   (b) a portion of the Series A Common Stock and the Series
       A or Series AA Preferred Stock that is otherwise
       distributable to Holders of Series A Preferred Stock
       Interests;

then the Holders of Allowed Durham Subordinated Claims will
receive a payment in Cash equal to the value as of the Effective
Date, as agreed with the Debtors or determined by the Court, of
that Subordinated Claim Common Stock Allocation and that
Subordinated Claim Preferred Allocation; provided, however, that
the amount of the distribution will be reduced by the value, as
agreed with the Debtors or determined by the Court, of the New
Equity Common Stock, the Series A Common Stock and the Series A
or Series AA Preferred Stock that is distributed to Holders of
Allowed Durham Subordinated Claims on account of Durham Put
Shares.

For the avoidance of doubt, Class 11 includes the Durham Put
Shares that are Outstanding Common Stock Interests but does not
include Durham Subordinated Claims.

Mr. Auburn clarifies that Class 9 includes the Durham Put Shares
that are Series A Preferred Stock Interests but does not include
Durham Subordinated Claims.

A full-text copy of Pliant's Third Amended Plan of Reorganization
is available for free at http://ResearchArchives.com/t/s?bda

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  James F. Conlan, Esq.,
at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, represent the
Debtors in their restructuring efforts.  The Debtors tapped
McMillan Binch Mendelsohn LLP, as their Canadian bankruptcy
counsel.   The Ontario Superior Court of Justice named RSM
Richter, Inc., as the Debtors' information officer in their
restructuring proceeding under Companies Creditors Arrangement Act
in Canada.  Kenneth A. Rosen, Esq., at Lowenstein Sandler, P.C.,
serves as counsel to the Official Committee of Unsecured
Creditors.  Don A. Beskrone, Esq., at Ashby & Geddes, P.A., is
local counsel to the Creditors' Committee.  As of Sept. 30, 2005,
the company had $604,275,000 in total assets and $1,197,438,000 in
total debts. (Pliant Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PLIANT CORP: Has Until August 1 to Make Lease-Related Decisions
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Pliant
Corporation and its debtor-affiliates until August 1, 2006, to
assume, assume and assign or reject their non-residential real
estate leases and executory contracts.

Kenneth J. Enos, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, noted the Debtors contemplate filing a
global motion to assume all of their unexpired nonresidential
leases.  The Debtors anticipate filing the Global Assumption
Motion contemporaneously with a confirmation hearing for their
Plan.

The Debtors are party to at least 23 major facility lease
agreements, Mr. Enos told Judge Walrath.  The facilities, which
include many of the Debtors' primary production facilities and
warehousing centers, are the core of the Debtors' operations.  

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  James F. Conlan, Esq.,
at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, represent the
Debtors in their restructuring efforts.  The Debtors tapped
McMillan Binch Mendelsohn LLP, as their Canadian bankruptcy
counsel.   The Ontario Superior Court of Justice named RSM
Richter, Inc., as the Debtors' information officer in their
restructuring proceeding under Companies Creditors Arrangement Act
in Canada.  Kenneth A. Rosen, Esq., at Lowenstein Sandler, P.C.,
serves as counsel to the Official Committee of Unsecured
Creditors.  Don A. Beskrone, Esq., at Ashby & Geddes, P.A., is
local counsel to the Creditors' Committee.  As of Sept. 30, 2005,
the company had $604,275,000 in total assets and $1,197,438,000 in
total debts. (Pliant Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PUREBEAUTY INC: Files Schedules of Assets and Liabilities
---------------------------------------------------------
PureBeauty, Inc., and Pure Salons, Inc., delivered its Schedules
of Assets and Liabilities to the U.S. Bankruptcy Court for the
Central District of California, disclosing:

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                 
  B. Personal Property               $9,843,727
  C. Property Claimed
     as Exempt
  D. Creditors Holding                                 $3,561,303
     Secured Claims
  E. Creditors Holding                                    $68,172
     Unsecured Priority Claims
  F. Creditors Holding                                $77,108,818
     Unsecured Nonpriority
     Claims
                                     ----------       -----------
     Total                           $9,843,727       $80,828,293

PureBeauty, Inc. -- http://www.purebeauty.com/-- operates      
48 retail stores and salons offering professional hair care and
skincare services, featuring a leading assortment of professional
and prestige personal care products.  PureBeauty also operates six
"brand" stores, providing customers with a variety of aspirational
products and services.  PureBeauty Inc. and Pure Salons, Inc., an
affiliate, filed for chapter 11 protection on April 18, 2006
(Bankr. C.D. Calif. Case No. 06-10545).  Stacia A. Neeley, Esq.,
at Klee, Tuchin, Bogdanoff & Stern LLP represent the Debtors in
their restructuring efforts.  The Debtors' Official Committee of
Unsecured Creditors selected Eric E. Sagerman, Esq., and David J.
Richardson, Esq., at Winston & Strawn, LLP, as its counsel.  When
the Debtors filed for protection from their creditors, they
estimated assets between $10 million and $50 million and debts
between $50 million and $100 million.


QUIGLEY CO: Court Allows Examination of Insurance Settlement Docs
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Albert Togut, the legal representative for future
asbestos personal injury claimants in Quigley Company, Inc., to
access and evaluate certain insurance settlement agreements
pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure.  

The Legal Representative has requested that the Debtor produce
insurance policies, settlement agreements, and related documents,
including:

   (a) Agreement entered among Pfizer, Inc., the Debtor and
       Eurinco Allegemeine Versicherungs, A.G., dated
       Dec. 12, 1995, regarding coverage for asbestos bodily
       injury claims;

   (b) Pfizer's agreement with Florist Mutual, dated
       Aug. 15, 1997, regarding coverage for heart valve claims;

   (c) Pfizer's agreement with Hannover Allegemeine Versicherungs,
       date unavailable, regarding coverage for heart valve
       claims; and

   (d) Pfizer's agreement with Mead Reinsurance, dated April 7,
       1995, regarding coverage for heart valve claims.

Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart Nicholson Graham
LLP, in Manhattan, told the Court that these Settlement Agreements
are relevant to the Legal Representative's ongoing evaluation of
the insurance-related assets that may be available to pay future
asbestos bodily injury claims under the Debtor's Plan.  The Debtor
has indicated that it cannot produce copies of the Settlement
Agreements on a voluntary basis due to contractual confidentiality
restrictions imposed on it and Pfizer.  Additionally, in spite of
its attempts, the Debtor has been unable to obtain waivers of
confidentiality from the relevant insurers for a variety of
reasons, including the fact that certain of the insurers have
ceased to exist.

Headquartered in Manhattan, Quigley Company, Inc., is a subsidiary
of Pfizer, Inc., which used to produce and market a broad range of
refractories and related products to customers in the iron, steel,
glass and other industries.  The Company filed for chapter 11
protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to
resolve legacy asbestos-related liability.  When the Debtor filed
for protection from its creditors, it listed $155,187,000 in total
assets and $141,933,000 in total debts.  Michael L. Cook, Esq.,
Lawrence V. Gelber, Esq., and Jessica L. Fainman, Esq., at Schulte
Roth & Zabel LLP, represent the Company in its restructuring
efforts.  Albert Togut, Esq., at Togut Segal & Segal serves as the
Futures Representative.  Elihu Inselbuchm Esq., at Caplin &
Drysdale, Chartered, represents the Official Committee of
Unsecured Creditors.


RADNOR HOLDINGS: Enters Into Loan Agreements with Four Lenders
--------------------------------------------------------------
Radnor Holdings Corporation entered into a Loans Agreement, on
June 14, 2006 with:

   -- National City Business Credit, Inc., agent and lender,
   -- Bank of America, N.A., syndication agent and lender,
   -- KeyBank, National Association, lender, and
   -- National City Bank, letter of credit issuer.

Under the Agreement, the Lenders agreed to continue providing
funds through Aug. 31, 2006, for the Company's operations in
accordance with the agreed budget, provided that:

   (a) the Company and its domestic operating subsidiaries do not
       exceed agreed limits, with respect to outstanding advances
       permitted by the Revolving Credit and Security Agreement,
       dated Dec. 29, 2005, and

   (b) the Loan Parties continue to meet certain conditions and
       covenants set in the Agreement and the Bank Agreement.

The Lenders also agreed to forbear from exercising their rights
against the Loan Parties regarding repayment of the Over-Advance
and certain existing and potential defaults under the Bank
Agreement.

The Over-Advance currently totals approximately $20 million,
including certain reserves and a block reducing availability.
The Loan Parties also agreed to certain negative covenants in
addition to those set in the Bank Agreement.

Radnor Holdings Corporation -- http://www.radnorholdings.com/--    
is a leading manufacturer and distributor of a broad line of
disposable foodservice products in the United States and specialty
chemical products worldwide.  The Company operates 15 plants in
North America and 3 in Europe and distributes its foodservice
products from 10 distribution centers throughout the United
States.

At Dec. 31, 2005, the Company's equity deficit widened to
$87,404,000 from a $770,000 deficit at Dec. 31, 2004.


RADNOR HOLDINGS: Retains Lehman Brothers as Financial Advisor
-------------------------------------------------------------
Radnor Holdings Corporation is undertaking a comprehensive review
of its strategic alternatives, including potential capital
raising, recapitalization, asset sale and other restructuring
transactions designed to reduce its outstanding indebtedness,
strengthen its balance sheet and improve its liquidity.

The Company has retained Lehman Brothers to serve as its financial
advisor in its review of strategic alternatives.  This strategic
review is in addition to the Company's previously announced
company-wide cost reduction program to reduce operating costs by
$16 million to 19 million annually and improve operating
efficiencies.

                     Bank Lenders' Agreement

In furtherance of its initiatives, the Company is in discussions
with the lenders under each of its senior secured credit
facilities, and has entered into an agreement with the bank
lenders under the Company's domestic revolving credit and security
agreement.

Under the terms of the agreement, the bank lenders will continue
to provide funding for the Company's operations through Aug. 31,
2006, subject to the ongoing satisfaction of certain conditions.

The bank lenders also agreed to forbear from exercising their
rights and remedies regarding repayment of certain advances that
have been made to the Company in excess of advances permitted by
the Bank Agreement.  Excess advances total approximately
$20 million, including certain reserves and a block reducing
availability.

The Company also is in discussions with the lenders under the loan
facilities for its foreign subsidiaries to address certain
covenant defaults under the relevant loan agreements and to modify
certain covenants under those agreements going forward.

"The Company has implemented its previously announced cost
reduction initiatives; however, the business continues to face
volatility and escalating prices in the resin and energy markets
and a higher interest rate environment.  These factors, which
occurred during a period when the Company has been investing in
new product launches, require us to examine alternatives for
reducing the Company's overall indebtedness.  We are engaging in a
constructive dialogue with our lenders to provide ongoing adequate
liquidity for our business, while we work towards putting together
a longer-term strategic solution which achieves our financial
goals," Michael Kennedy, the Company's CEO, stated.

                  Senior Notes Indenture Defaults

The Company also has notified the trustee of its outstanding 11%
Unsecured Senior Notes due 2010 that it was not in compliance with
certain covenants in the Indenture governing the Senior Notes.
Under the terms of the Indenture, those events of non-compliance
could, upon the happening of certain events, constitute a default,
subject to the Company's right to cure those non-compliance during
a period of not less than 30 days.

Radnor Holdings Corporation -- http://www.radnorholdings.com/--    
is a leading manufacturer and distributor of a broad line of
disposable foodservice products in the United States and specialty
chemical products worldwide. The Company operates 15 plants in
North America and 3 in Europe and distributes its foodservice
products from 10 distribution centers throughout the United
States.

At Dec. 31, 2005, the Company's equity deficit widened to
$87,404,000 from a $770,000 deficit at Dec. 31, 2004.


RADNOR HOLDINGS: Reports Preliminary 2006 First Quarter Results
---------------------------------------------------------------
Radnor Holdings Corporation reported preliminary operating results
for the first quarter of 2006.  Net sales increased $1.3 million,
or 1.1%, to $116.2 million during the three months ended March 31,
2006, compared to the three months ended April 1, 2005, while
gross profit decreased by at least $4.5 million, or 25%.

Higher average selling prices at the Company's packaging
operations were partially offset by lower overall sales volumes
and the unfavorable impact of changes in foreign currency exchange
rates.

The decrease in gross profit was primarily due to higher material
and other manufacturing costs and lower sales volumes, which were
partially offset by the higher average selling prices.

Income from operations decreased by at least $5.7 million due to
lower gross profit combined with higher distribution costs.  The
decrease in both gross profit and income from operations for the
first quarter could be materially larger as a result of certain
charges that could result from the Company's ongoing review of
inventory adjustments.

In connection with the preparation of its consolidated financial
statements for the fiscal quarter ended March 31, 2006, the
Company is evaluating the out of period inventory adjustment on
its current and historical financial statements, as well as the
related impact with respect to the Company's internal controls.

Upon completion of this evaluation, the Company intends to
finalize its first quarter financial statements and file its
quarterly report on Form 10-Q for the first quarter with the
Securities and Exchange Commission.

Radnor Holdings Corporation -- http://www.radnorholdings.com/--    
is a leading manufacturer and distributor of a broad line of
disposable foodservice products in the United States and specialty
chemical products worldwide. The Company operates 15 plants in
North America and 3 in Europe and distributes its foodservice
products from 10 distribution centers throughout the United
States.

At Dec. 31, 2005, the Company's equity deficit widened to
$87,404,000 from a $770,000 deficit at Dec. 31, 2004.


RCN CORP: Completes New $130 Million First-Lien Credit Facility
---------------------------------------------------------------
RCN Corporation (NASDAQ: RCNI) closed a new $130 million first-
lien credit facility.  The new facility is comprised of two parts:

   * a 7-year $75 million term loan that will be used to refinance
     both RCN's existing $34 million first-lien and $41 million
     third-lien term loans; and

   * a 5-year $55 million revolving credit line that will replace
     RCN's existing letter of credit facilities.

The new term loan is priced at LIBOR + 175 basis points and the
new credit line is priced initially at LIBOR + 200 basis points,
with a step-down to LIBOR + 175 basis points if RCN receives an
increase in its debt ratings in the future.  The new facility also
contains a revised covenant package with fewer and less
restrictive financial covenants, and provides enhanced baskets for
asset sales, acquisitions and additional debt, as well as greater
flexibility regarding the use of its cash resources.

In connection with the new first-lien facility, RCN amended its
existing second-lien indenture to allow for the early repayment of
its third-lien facility and to revise the second-lien covenants to
make them consistent with the new first-lien facility.

"This transaction completes the balance sheet transformation set
in motion after the sale of our investments in Megacable and MCM
in March 2006," Michael T. Sicoli, Chief Financial Officer of RCN,
stated.  "After reducing our debt by nearly $300 million and
receiving a multiple-notch upgrade in our debt ratings from
Moody's Investors Service, we launched this refinancing effort and
are extremely pleased with the results.  We have simplified our
capital structure, improved our strategic and financial
flexibility, and lowered our interest expense, all in one
transaction. We look forward to using this flexibility to drive
increased value for our shareholders."

                      About RCN Corporation

Based in Herndon, Virginia, RCN Corporation -- http://www.rcn.com/
-- is one of the largest facilities-based competitive providers of
cable, high-speed internet and phone services delivered over its
own fiber-optic local network to residential customers in the most
densely populated markets in the U.S.  RCN Business Solutions is a
growing business that also provides bulk video, high-capacity data
and voice services to business customers.  RCN provides service in
the Boston, New York, Eastern Pennsylvania, Washington, D.C.,
Chicago, San Francisco and Los Angeles metropolitan markets.

                          *     *     *

As reported in the Troubled Company Reporter on May 1, 2006,
Moody's Investors Service upgraded RCN Corporation's corporate
family rating to B1 and assigned a Ba3 rating to RCN's new senior
secured first lien credit facility.

At the same time, Moody's rated the new first lien bank facility
Ba3, one notch higher than the corporate family rating, because
lenders for the now smaller first lien will benefit from a greater
proportion of junior debt as a percent of total debt.  Pro forma
for the repayment and refinancing, Moody's anticipates a decline
in first lien debt of $250 million compared to a decline in junior
debt of only $40 million.  Moody's said the outlook is stable.


RENT-A-CAR: Moody's Assigns Ba2 Rating to Proposed $725 Mil. Loan
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the proposed
bank loan of Rent-A-Center, Inc., and affirmed the Ba2 corporate
family as well as the senior subordinated note issue at Ba3.  The
continuation of the positive outlook reflects Moody's opinion that
ratings could be upgraded over the medium-term once the company
establishes a lengthier track record of sales improvement and
Moody's becomes more comfortable with the company's financial
policy.

This rating is assigned:

   * $725 million proposed secured bank loan at Ba2.

These additional ratings are affirmed:

   * $600 million existing secured bank loan at Ba2,
   * $300 million 7.5% senior subordinated notes at Ba3,
   * Corporate family rating at Ba2.

The rating on the existing bank loan will be withdrawn following
completion of the contemplated transaction.

Rent-A-Center's corporate family rating of Ba2 reflects the
balance of certain key quantitative and qualitative rating drivers
that have low investment grade characteristics with other
attributes that are solidly non-investment grade.  Weighting down
the ratings are the company's aggressive financial policies
whereby virtually all operating cash flow is spent for share
repurchases, capital investment, and industry consolidation; the
unproven success to date of initiatives designed to stimulate
average unit volume growth; and the challenges in expanding the
personal loan business beyond the test stage.

While leverage is moderate, there has been little net debt
reduction over the previous several years.  However, supporting
the company's ratings are the leading position of Rent-A-Center in
the consumer rent-to-own industry in terms of geography, store
count, sales, and store count; the lower cyclicality and
seasonality of rent-to-own stores compared to many other retailing
segments; and the relatively high quality of the store base.

In addition, key credit metrics such as leverage and retained cash
flow to debt have Baa and better characteristics, with the
exception of free cash flow to debt that scores at the B level
because of the substantial ongoing investment in store count
growth.  Moody's does not expect that the pending replacement of
the existing $600 million credit facility with a new $725 million
credit facility will materially impact debt protection measures.

The continued positive outlook recognizes that an upgrade remains
possible within the medium-term.  The potential upgrade assumes
that comparable store sales growth will not become negative, that
the business line expansion into financial services is profitable,
and that the company remains measured with its uses of
discretionary free cash flow.  Over the next several quarters,
ratings could move upward if the company establishes a lengthier
track record of sales stability and margin improvement; if
financial flexibility strengthens such that EBIT covers interest
expense by more than 3 times, leverage stays below 2.5 times, and
Free Cash to Debt can be sustained above 12%; and if likely
incremental acquisitions do not meaningfully impact credit
metrics.

Given the positive outlook, Moody's believes that a downgrade is
unlikely. However, the outlook could be revised to stable as a
result of financial policy decisions such as material increases in
leverage, share repurchases, increased capital investment, or for
operating reasons that prevent the company from improving its
operating margin.  A stable outlook would result if comparable
store sales becomes negative, free cash flow to debt does not
improve from the current level of 4%, or Debt to EBITDA approaches
3 times.

Rent-A-Center, Inc, with headquarters in Plano, Texas operates the
largest chain of consumer rent-to-own stores in the U.S. with
2,751 company operated stores located in the U.S., Canada, and
Puerto Rico.  The company also franchises 297 rent-to-own stores
that operate under the "ColorTyme" and "Rent-A-Center" banners.  
Revenue for the twelve months ending March 31, 2006 was about $2.3
billion.


REPUBLIC STORAGE: Wants to Hire Ex-CFO Christofil as Consultant
---------------------------------------------------------------
Republic Storage Systems Company, Inc., nka The Belden Locker
Company, asks the U.S. Bankruptcy Court for the Northern District
of Ohio for permission to hire James L. Christofil as its
consultant to assist with the post-sale closing bankruptcy
matters.

As reported in the Troubled Company Reporter on May 15, 2006, the
Debtor sold substantially all of its assets to an affiliate of
Chrysalis Capital Partners, LP, a private equity investment firm,
for $20 million.

Prior to filing for bankruptcy until May 8, 2006, Mr. Christofil
was the Debtor's chief financial officer.  However, as part of the
asset purchase agreement, Chrysalis Capital did not assume the
Extended Executive Employment Agreement between James L.
Christofil and the Debtor.  

However, according to Lisa M. Yerrace, Esq., at Calfee, Halter &
Griswold LLP, in Cleveland, Ohio, the Debtor has a significant
need for Mr. Christofil's consulting services to assist it with
the continuation and winding up of its bankruptcy proceedings.  
The Debtor seeks to employ and retain Christofil, nunc pro tunc to
May 10, 2006.

Mr. Christofil started working for the Debtor in October 14, 1968
receiving several promotions to his final position of CFO of the
Debtor until his retirement on May 8, 2006.  Ms. Yerrace tells the
Court that Mr. Christofil was an essential part of the Debtor's
preparation for the filing of the chapter 11 case and assisted in
all stages of the bankruptcy filing and proceedings.  Mr.
Christofil has extensive knowledge of the Debtor.  Currently, the
Debtor does not have a CFO or a chief executive officer, because
as stated previously, Mr. Christofil was the CFO and he retired
and the chief executive officer resigned and is currently working
for Chrysalis Capital.  

Mr. Christofil's services will:

   (a) prepare U.S. Trustee financial reports;

   (b) work with the providers on the medical claims and assist
       with the termination of retiree medical benefits;

   (c) assist regarding designated remaining leases;

   (d) review Chrysalis Capital's proposed closing balance
       sheet within 15 days after receipt and then work to
       finalize the working capital adjustment;

   (e) work on the purchase price allocation statement;

   (f) provide assistance dealing with any indemnification
       claims Chrysalis Capital may make;

   (g) close out all existing benefit plans and deal with the
       related issues;

   (h) assist with any employee, vendor and other claims;

   (i) assist with preparation and review of tax returns and
       paying those claims;

   (j) assist with preparation of liquidating plan of
       reorganization;

   (k) handle vendor calls and other inquiries; and

   (l) appear in bankruptcy court as necessary and help respond
       to any motions or other pleadings filed in the case.

Mr. Christofil will be paid $150 per hour for his services.  
Mr. Christofil assures the Court that he does not hold material
interest adverse to the Debtor's estate and is disinterested as
defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Canton, Ohio, Republic Storage Systems Company,
Inc. -- http://www.republicstorage.com/-- an employee-owned firm,   
manufactures industrial and commercial shelving, storage rack,
mezzanine systems and shop equipment.  The Company filed for
Chapter 11 protection on March 14, 2006, (Bankr. N.D. Ohio Case
No. 06-60316).  James Michael Lawniczak, Esq., at Calfee, Halter &
Griswold, LLP, represents the Debtor in its restructuring efforts.  
Dov Frankel, Esq., at Buckley King, LPA, represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


ROUGE INDUSTRIES: Court Approves Settlement Pact with Minteq
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Rouge Industries, Inc., and its debtor-affiliates' settlement
agreement with Minteq International, Inc.

On January 2004, Minteq filed a claim of lien in Michigan
asserting a construction lien on the Debtors' real property to
secure payment of an alleged $492,732 debt.  The Debtors disputed
the validity, extent, priority and enforceability of the Minteq
Lien.

Minteq also filed a proof of claim against the estate of Rouge
Steel Company, asserting a $492,732 secured claim purportedly
secured by the Minteq Lien and a $26,747 non-priority general
unsecured claim.  The Debtors also disputed the amount of the
Minteq Claim and its alleged secured status.

The Debtors asserted that certain transfers made to or for the
benefit of Minteq are avoidable and recoverable under chapter 5 of
the bankruptcy code, including, without limitation, a wire
transfer in the amount of $375,731 made to Minteq prior to their
bankruptcy filing.  Minteq disputed its liability for the Chapter
5 claims.

Subsequently, Stefan Krasusky, an individual, filed an action
against Rouge Steel in the Circuit Court for the County of Wayne,
State of Michigan, seeking $25,000 in damages against Rouge Steel
arising from injuries allegedly suffered while performing work on
Rouge Steel's premises as an employee of Minteq.  The Debtors
asserted that Minteq is required to indemnify and hold the Debtors
harmless from any expenses or losses incurred in connection with
the Krasusky Action or the claims asserted, which assertions were
contested by Minteq.

On Oct. 17, 2005, the Parties entered into a tolling agreement
extending the tolling period applicable to potential claims.  

Accordingly, to resolve all disputes between them, the Parties,
in a Court-approved stipulation, agreed that the Debtors will pay
to Minteq the sum of $150,000 in satisfaction of Minteq's claim.

Headquartered in Dearborn, Michigan, Rouge Industries, Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).  
Donna L. Harris, Esq., Robert J. Dehney, Esq., Eric D. Schwartz,
Esq., Gregory W. Werkheiser, Esq., and Alicia B. Davis, Esq., at
Morris, Nichols, Arsht & Tunnell represent the Debtors in their
restructuring efforts.  Kurt F. Gwynne, Esq., Claudia Z. Springer,
Esq., and Paul M. Singer, Esq., at Reed Smith LLP, serve as
counsel to the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
$558,131,000 in total assets and $558,131,000 in total debts.  On
Dec. 19, 2003, the Court approved the sale of substantially all of
the Debtors' assets to SeverStal N.A. for $285.5 million.  The
Asset Sale closed on Jan. 30, 2005.


ROUGE INDUSTRIES: Del. Court Sets Plan Filing Hearing on July 24
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will be
conducting a hearing to consider Rouge Industries, Inc., and its
debtor-affiliates' request for further extension of their
exclusive periods to:

   a) file a plan through and including August 14, 2006; and

   b) solicit acceptances of that plan through and including
      Oct. 13, 2006.

The hearing will take place on July 24, 2006, 9:30 a.m. at the 5th
Floor of the U.S. Bankruptcy Court in 824 Market Street in
Wilmington, Delaware.

Interested parties may file objections until July 17.

The Debtors have filed eight prior motions seeking to extend the
exclusive periods.  The Debtors told the Court that the requested
extension will be used to resolve few remaining impediments to
advancing the plan process which include their dispute with Ford
Motor Company.

The Debtors further told the Court that they continue to make
progress in other areas toward the successful conclusion of their
bankruptcy cases, including claims administration, employee
benefits matters, avoidance action analysis and recoveries, lien
adversary proceedings and other estate administration matters.

Headquartered in Dearborn, Michigan, Rouge Industries, Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).  
Donna L. Harris, Esq., Robert J. Dehney, Esq., Eric D. Schwartz,
Esq., Gregory W. Werkheiser, Esq., and Alicia B. Davis, Esq., at
Morris, Nichols, Arsht & Tunnell represent the Debtors in their
restructuring efforts.  Kurt F. Gwynne, Esq., Claudia Z. Springer,
Esq., and Paul M. Singer, Esq., at Reed Smith LLP, serve as
counsel to the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
$558,131,000 in total assets and $558,131,000 in total debts.  On
Dec. 19, 2003, the Court approved the sale of substantially all of
the Debtors' assets to SeverStal N.A. for $285.5 million.  The
Asset Sale closed on Jan. 30, 2005.


RUFUS INC: Plan Admin. Has Until Aug. 17 to Object to Claims
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware further
extended until Aug. 17, 2006, the period within which Michael
Wilkey, the plan administrator appointed pursuant to Rufus, Inc.'s
plan, can object to claims filed against the Debtor.

Mr. Wilkey tells the Court that he has worked deligently in:

   a) reviewing analyzing the approximately 450 proofs of claim
      that have been filed;

   b) performing the required due diligence to determine the
      objectionable claims; and

   c) either negotiating or prosecuting the objectionable claims.

Most of the current disputed claims are with state and municipal
taxing authorities, Mr. Wilkey adds.

The extension, according to Mr. Wilkey, will provide him more time
to:

   * evaluate all remaining claims;

   * prepare and file additional objections, if necessary; and

   * attempt to consensually resolve disputed claims.

Mr. Wilkey notes that he needs more time to finish its review of
the remaining priority claims.  He believes that a careful and
thorough analysis of these claims is necessary so that objections
may properly be filed to invalid or deficient priority claims.

Headquartered in Meriden, Connecticut, Rufus, Inc., sells dogs,
dog food, supplies and accessories.  The Debtor also operates a
chain of six retail stores in the Northeastern United States.  The
Company filed for chapter 11 protection on Aug. 10, 2005 (Bankr.
D. Del. Case No. 05-12218).  Edward J. Kosmowski, Esq., and Ian S.
Fredericks, Esq., at Young Conaway Stargatt & Taylor, LLP,
represent the Debtor in its bankruptcy proceeding.  Frederick B.
Rosner, Esq., at Jaspan Schlesinger Hoffman, represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed $1.8 million in total
assets and $12.7 million in total debts.


SCIENTIFIC GAMES: S&P Rates Proposed $150 Million Term Loan at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating and its '2' recovery rating to Scientific Games Corp.'s
proposed $150 million senior secured term loan due Dec. 23, 2009,
reflecting the expectation lenders would likely achieve
substantial (80%-100%) recovery of principal in a simulated
payment default scenario.  Proceeds from the proposed term loan
will be used to refinance the company's existing term loan B and
to reduce amounts outstanding under its revolving credit facility.

All other ratings on the New York City-headquartered lottery and
pari-mutuel operator were affirmed, including its 'BB' corporate
credit rating.  The outlook is stable.  Scientific Games had about
$687 million in lease-adjusted debt as of March 31, 2006.

The ratings on Scientific Games reflect:

   * the highly competitive market conditions in the lottery and
     pari-mutuel industries;

   * the mature nature and capital intensity of the online lottery
     industry;

   * the cash flow concentration from the company's lottery
     segment (both instant ticket and online); and

   * the existence of a much larger and well-established
     competitor in the online lottery segment, GTECH Holdings
     Corp.

Still, the company has a leadership position in the pari-mutuel
gaming and instant-ticket lottery industries, and possesses good
credit measures for the rating.


SEARS HOLDINGS: Kmart Merger Prompts S&P's Stable Outlook
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Hoffman
Estates, Illinois-based Sears Holdings Corp. to stable from
negative.  All ratings, including the 'BB+' corporate credit
rating, and the 'B-1' short-term rating for Sears Roebuck
Acceptance Corp., are affirmed.

"The outlook revision reflects our assessment that the merger of
Kmart and Sears has been completed without major disruption and
that same-store sales at Kmart have generally stabilized, although
Sears' same-store sales are still declining significantly," said
Standard & Poor's credit analyst Gerald Hirschberg.

Management has done a credible job to date in identifying key
areas for improvement, and it is now actively implementing
programs to enhance merchandising, marketing, in-stock positions,
and labor productivity.  Success in these areas is critical to
building customer relationships and eventually to revenue growth.
The company's off-mall strategy still represents some risk,
but its decision to scale back conversions is viewed as a
favorable development in terms of capital outlays and potential
business risk.

The ratings on Sears Holdings reflect the relatively high business
risk associated with Sears department stores and Kmart discount
department stores, and Standard & Poor's expectation that both
concepts will continue to be challenged to improve store
productivity and profitability, partly offset by a currently
strong balance sheet for the rating.

Since it was formed in early 2005, Sears Holdings has attracted a
senior management team whose common purpose is steady improvement
by building a better relationship with customers, and growing its
profits.  It has also made good progress in integrating the
different corporate cultures at Sears and Kmart, and has achieved
considerable cost savings while developing programs to make Sears
and Kmart stores more relevant to consumers in terms of
convenience, merchandising, and value.  

Sears Holdings' financial profile is solid for the rating,
providing an offset to some of the uncertainties of its business
prospects.


SECURAC CORPORATION: Inks $500,000 Loan Deal with CAMOFI Master
---------------------------------------------------------------
Securac Corp. entered into a series of definitive agreements with
CAMOFI Master LDC under which the Lender provided Securac with
$500,000 in principal amount of short-term debt on May 11, 2006.  
The agreements, which are dated April 28, 2006, were delivered on
the Closing Date.

Pursuant to the terms of a bridge loan agreement, the Lender
provided funding to Securac in the principal amount of $500,000.
The loan bears interest at 10% per annum pursuant to a form of
note granted in favor of the Lender.  Principal and interest is
due and payable on November 11, 2006 or, if earlier, the date on
which Securac consummate an equity financing in excess of
$1,000,000.

Securac's obligations under the Loan Agreement and Note are
secured by a general security interest in all of Securac's assets,
as well as a pledge of an aggregate of 21,309,009 shares of
Securac's common stock owned by certain of Securac's trust
stockholders, the beneficiaries of which include certain of
Securac's directors and management.

In connection with the Loan Agreement, Securac also issued to the
Lender 87,500 restricted shares of common stock and caused an
additional 87,500 shares to be transferred to the Lender by
existing stockholders.  Securac has committed to provide the
Lender with additional issued shares in an amount equal to
$175,000 worth of common stock in the event that the Note is not
repaid in its entirety on or before July 31, 2006.

In connection with the loan, Securac issued to the Lender a
warrant to purchase 175,000 shares of Securac's common stock at an
exercise price of US$0.13 per share.  The warrant contains a
cashless exercise provision and is exercisable at any time until
May 11, 2011, five years from the Closing Date.

Securac agreed to file, by September 1, 2006, a registration
statement with the SEC covering resale of the shares underlying
the warrant as well as restricted shares issued to the Lender in
connection with the loan.  Securac also granted piggyback
registration rights to the Lender in connection with such shares.

As a condition to the loan, two of Securac's directors, one of
whom is also Securac's CEO, guaranteed repayment of the loan,
which guarantees are secured by mortgages in their personal
residences.  Recourse under the guarantees is limited to the
mortgages.  Repayment of the loan is also guaranteed by Securac's
wholly owned subsidiaries.

Securac was introduced to the Lender through an agent.  Securac
agreed to and have paid that agent 10% of the loan proceeds.

                        About Securac Corp

Securac Corp. provides enterprise risk management software
and services for the public sector, financial and Global 2000
companies.  The Company has developed risk management and
compliance solutions designed to enable organizations to identify,
measure, and manage information and physical risks,
and to assess their compliance against best practice standards.

                        Going Concern Doubt

As reported in Troubled Company Reporter on Dec. 5, 2005,
Chisholm, Bierwolf & Nilson, LLC, raised substantial doubt about
the Company's ability to continue as a going concern based on
significant losses which have resulted in an accumulated deficit
of CA$12,412,396 at September 30, 2005, a working capital deficit
of approximately CA$2,010,000, and limited internal financial
resources.

As reported in the Troubled Company Reporter on June 5, 2006,
the Company incurred a CA$527,332 net loss on CA$613,579 revenues
for the three months ended March 31, 2006.  At March 31, 2006, the
Company's balance sheet showed CA$1,825,732 in total assets,
CA$2,768,545 in total liabilities, and CA$942,813 in stockholders'
deficit.  The Company's March 31 balance sheet also showed
strained liquidity with CA$403,195 in total current assets
available to pay CA$2,762,166 in total current liabilities coming
due within the next 12 months.


SECURAC CORPORATION: Signs Acquisition Deal with Edentify
---------------------------------------------------------
Securac Corp. entered into a Letter of Intent with Edentify, Inc.
regarding a possible acquisition of Securac by Edentify.  Under
the LOI, Securac agreed to an exclusivity period under which
Securac is to cease any existing acquisition discussions with
third parties and are not to initiate or solicit third party
acquisition proposals prior to August 31, 2006, the date of
expiration of the LOI.

Securac also agreed to pay Edentify a break up fee in the amount
of $50,000 plus reasonable costs incurred by Edentify in the event
that prior to August 31, 2006 Securac either (i) fail to enter
into a definitive acquisition agreement with Edentify (other than
due to Edentify's action or inaction) and Securac materially
breach their obligations under the LOI or (ii) Securac notify
Edentify that Securac no longer desire to pursue the acquisition
on the contemplated terms.

The exact method by which the acquisition would be effected has
not yet been determined, and there can be no assurance that a
transaction with Edentify will be consummated within the
contemplated time frame, or at all, Securac said.

                        About Securac Corp

Securac Corp. provides enterprise risk management software
and services for the public sector, financial and Global 2000
companies.  The Company has developed risk management and
compliance solutions designed to enable organizations to identify,
measure, and manage information and physical risks,
and to assess their compliance against best practice standards.

                       Going Concern Doubt

As reported in Troubled Company Reporter on Dec. 5, 2005,
Chisholm, Bierwolf & Nilson, LLC, raised substantial doubt about
the Company's ability to continue as a going concern based on
significant losses which have resulted in an accumulated deficit
of CA$12,412,396 at September 30, 2005, a working capital deficit
of approximately CA$2,010,000, and limited internal financial
resources.

As reported in the Troubled Company Reporter on June 5, 2006,
the Company incurred a CA$527,332 net loss on CA$613,579 revenues
for the three months ended March 31, 2006.  At March 31, 2006, the
Company's balance sheet showed CA$1,825,732 in total assets,
CA$2,768,545 in total liabilities, and CA$942,813 in stockholders'
deficit.  The Company's March 31 balance sheet also showed
strained liquidity with CA$403,195 in total current assets
available to pay CA$2,762,166 in total current liabilities coming
due within the next 12 months.


SOLUTIA INC: Disclosure Statement Hearing Rescheduled to Sept. 14
-----------------------------------------------------------------
The Hon. Prudence Carter Beatty of the U.S. Bankruptcy Court for
the Southern District of New York adjourned the hearing to
consider the adequacy of the Disclosure Statement explaining
Solutia, Inc., and its debtor-affiliates' Joint Plan of
Reorganization scheduled for June 20, 2006, to 11 a.m. on
Sept. 14, 2006.

A number of parties including, the Official Committee of Equity
Security Holders, the Ad Hoc Committee of Solutia Noteholders,
The Bank of New York, the U.K. Environment Agency, and JP Morgan
Chase Bank, have filed objections to the Disclosure Statement.

The Debtors filed their Joint Plan of Reorganization and
Disclosure Statement on February 14, 2006.

Based in St. Louis, Mo., Solutia, Inc. -- http://www.solutia.com/  
-- with its subsidiaries, make and sell a variety of high-
performance chemical-based materials used in a broad range of
consumer and industrial applications.  The Company filed for
chapter 11 protection on December 17, 2003 (Bankr. S.D.N.Y. Case
No. 03-17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.  Solutia is represented by Richard M. Cieri, Esq., at
Kirkland & Ellis.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 63; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


SOLUTIA INC: Wants to Amend & Assume Ammonia Supply Agreement
-------------------------------------------------------------
Solutia, Inc., and its debtor-affiliates ask authority from the
U.S. Bankruptcy Court for the Southern District of New York to
enter into a Claim Agreement that amends and assumes the Ammonia
Supply Agreement.

As part of the examination and analysis of their prepetition
contracts, the Debtors reviewed an ammonia sales and exchange
agreement dated March 30, 1998, between Solutia Inc. and El Paso
Merchant Energy-Petroleum Company, formerly known as Coastal
Refining & Marketing, Inc.

Solutia buys ammonia for its facility in Chocolate Bayou, Texas,
which produces acrylonitrile needed in the manufacture of nylon.  
The facility has no ammonia storage on site and no cost-effective
alternatives for delivery other than through El Paso's pipeline
system, Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New
York, relates.

Under the Ammonia Supply Agreement, Solutia is obligated to buy
the first 10,000 tons of ammonia required for use by the
Chocolate Bayou facility each month from El Paso.

The pricing for the first 5,000 tons is based on a set formula
and the pricing for the next 5,000 tons is calculated by
discounting the market price for ammonia.  In the event less than
10,000 tons of ammonia are required for that month, Solutia is
not obligated to pay for any shortfall.

If the Chocolate Bayou facility requires more than 10,000 tons of
ammonia in a given month, Solutia may purchase it from a third
party producer located in Freeport, Texas.  El Paso is required
to transport the purchased ammonia via its pipeline connected to
the third party's terminal.

El Paso's delivery fee, which is substantially below market
rates, will not increase for the term of the Ammonia Supply
Agreement.  Thus, the Agreement is favorable to Solutia both with
respect to the supply component and the delivery component,
Mr. Henes points out.

El Paso asserts unsecured Claim No. 1264 for $3,630,261 on
account of outstanding invoices allegedly due prepetition from
Solutia under the Ammonia Supply Agreement.

On the other hand, Solutia asserts a claim against El Paso for
certain damages relating to a 27-day ammonia pipeline outage that
caused a shutdown of one unit at the Chocolate Bayou facility
during September and October 2004.

On Dec. 12, 2005, Solutia filed Adversary Proceeding No.
05-0334 against El Paso for the avoidance and recovery of
preferential transfers totaling $6,778,396.

                        Claim Agreement

On Dec. 1, 2005, El Paso completed the sale of certain assets,
including the ammonia pipeline system and the Ammonia Supply
Agreement, to Buckeye Gulf Coast Pipe Lines, L.P.

In connection with the sale of the pipeline assets, El Paso
requested that Solutia not only assume the Ammonia Supply
Agreement but also consent to the sale of the Agreement to
Buckeye.

The request led to extensive negotiations, the result of which
was the resolution of El Paso's Claim and Solutia's Outage Claim,
and Solutia's agreement to assume the Ammonia Supply Agreement.

Pursuant to the Claim Agreement:

   (a) El Paso's Claim No. 1264 will be reduced and allowed as a
       general unsecured claim for $2,600,000;

   (b) the Outage Claim and all related claims, including any
       claim for cure amounts that El Paso may have with respect
       to the assumption of the Ammonia Supply Agreement, will be
       released;

   (c) Solutia will withdraw the Preference Action; and

   (d) Solutia will consent to El Paso's assignment of the
       Ammonia Supply Agreement to Buckeye.

El Paso will waive any claim for outstanding prepetition amounts
due under the Ammonia Supply Agreement in exchange for the
allowance of Claim No. 1264.

Mr. Henes asserts that entry into the Claim Agreement is in the
estate's best interest because:

   (1) it provides a favorable resolution of the outstanding
       claims between the parties;

   (2) it secures a critical source of ammonia supply and
       transportation at below market prices;

   (3) it will conserve cash for Solutia's estate since El Paso
       agreed to reduce the amount of its Claim and waive its
       right to a cure payment; and

   (4) Solutia will avoid the cost and expense associated with
       litigating its disputes with El Paso while preserving the
       value of the Ammonia Supply Agreement.

                       About Solutia Inc.

Based in St. Louis, Mo., Solutia, Inc. -- http://www.solutia.com/  
-- with its subsidiaries, make and sell a variety of high-
performance chemical-based materials used in a broad range of
consumer and industrial applications.  The Company filed for
chapter 11 protection on December 17, 2003 (Bankr. S.D.N.Y. Case
No. 03-17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.  Solutia is represented by Richard M. Cieri, Esq., at
Kirkland & Ellis.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 63; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


SONITROL CORP: S&P Rates Proposed $175 Million Bank Facility at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' debt rating,
and '3' recovery rating, to Berwyn, Pennsylvania-based Sonitrol
Corporation's proposed $175 million first-lien senior secured bank
facility.  The bank facility will consist of a $10 million add-on
to the existing $40 million revolving credit facility (due 2010)
and a $125 million term loan C (due 2011).

At the same time, Standard & Poor's affirmed its 'B' corporate
credit rating and stable outlook.

The bank loan rating, which is the same as the corporate credit
rating, along with the '3' recovery rating, reflect Standard &
Poor's expectation of meaningful (50%-80%) recovery of principal
by creditors in the event of a payment default.  Proceeds from the
proposed term facility will be used to refinance Sonitrol's
existing term loan and repay borrowings under the revolving credit
facility, and will include a $10 million delayed draw available to
fund subsequent acquisitions for up to six months.

"The ratings reflect Sonitrol's modest presence in the highly
competitive U.S. security alarm industry, high debt leverage and
reliance on debt to fund its growth strategy," said Standard &
Poor's credit analyst Ben Bubeck.

These are offset partly by a largely recurring revenue base, and
favorable industry growth trends.

With annual revenues of approximately $80 million, Sonitrol is a
second-tier provider of alarm monitoring equipment and services,
providing sales, installation, and maintenance of security alarm
systems to approximately 42,000 commercial customers in 45 of the
top 100 U.S. markets.  Including all Sonitrol franchisees, the
company serves approximately 125,000 commercial customers and has
direct operations in 93 of the top 100 U.S. markets.

The company's growth strategy revolves around acquiring
franchisees, in addition to developing its existing business base.
Pro forma for the proposed bank facility (excluding the delayed
draw), Sonitrol had approximately $120 million in operating lease-
adjusted debt as of June 2006.


STEWART & STEVENSON: Moody's Rates Proposed $150 Mil. Notes at B3
-----------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Stewart &
Stevenson LLC, an oilfield services company providing capital
equipment, aftermarket parts and services, and rental equipment.  
With a stable outlook, Moody's assigned a B2 Corporate Family
Rating to S&S and a B3 rating to its proposed $150 million senior
notes offering.  Moody's also assigned a Speculative Grade
Liquidity rating of SGL-3 to S&S. Proceeds from notes offering
will be used to repay existing indebtedness.

The rating is restrained by S&S's exposure to the volatile
oilfield service equipment cycle; its small size and uneven
historical financial performance; limited operating history under
current management; and high leverage on a small base of fixed
assets.  The rating is supported by S&S's established market
position and brand recognition; its long-standing relationships
with a number of original equipment manufacturers; the
diversification benefits associated with its mix of products and
services; the potential for further improvements in productivity,
greater focus, and expansion internationally; and a supportive
near-term environment for oilfield service equipment.

The rating outlook is stable and reflects Moody's expectations of
continued strength in S&S's business over the near- and medium-
term.  This strength is supported by S&S's current and growing
backlog, which adds visibility to expected performance over the
next year or so, particularly with respect to its more volatile
oilfield service equipment business.  An improvement in the
ratings would require greater size and scale, particularly in
terms of asset base, improved focus in terms of product offerings,
and a furtherance of the company's track record under current
management, including ability to deliver on expectations,
inclination to pursue acquisitions, and management of the capital
structure.

S&S offers a broad array of products and services split between
equipment, aftermarket parts and services, and rental equipment.  
S&S's equipment business accounts for 54% of LTM revenues of which
about 73% relates to oilfield service equipment, such as well
stimulation equipment and coiled tubing equipment.  This portion
of the business is highly cyclical and is frequently considered a
"second derivative" in terms of its exposure to oil and gas
activity.

While the near-term outlook for oilfield service equipment is
currently robust, demand for this type of equipment can fall
dramatically in a downturn as oilfield service providers can
easily choose to defer additions or enhancements to their fleet.  
Evaluating how S&S's equipment business would perform in a
downturn is difficult because of the significant restructuring and
business repositioning occurring in prior years.  The remaining
27% of S&S's equipment revenues includes items such as engines,
fork lifts, transmissions, power generation, and rail car movers
most of which are not related to oilfield service activity.

S&S's aftermarket parts and supplies business provides a more
stable revenue stream than equipment sales as it services a
sizable installed base of both S&S's manufactured and stand-alone
equipment. A meaningful portion of S&S's aftermarket parts and
services business relates to oilfield service equipment, although
because it is servicing an installed base, it is less volatile
than equipment sales.

S&S's rentals business is also relatively stable as this equipment
is offered to a broad range of customers.  S&S's products and
services not related to oilfield service equipment provide a level
of diversification that helps to soften cyclicality in S&S's
revenue stream.

S&S's profitability and returns in recent periods have been strong
reflecting supportive market conditions and the benefits of the
cost and productivity enhancements implemented in prior years.  
For the LTM period ended May 6, 2006, S&S reported EBITDA of $53.1
million, up significantly from fiscal years 2005 and 2004 when
EBITDA was $39.1 million and $23.4 million, respectively.

S&S's financial results in fiscal 2003, which would probably
provide the best indication of more moderate industry conditions,
were distorted by various non-recurring expenses, a high cost
structure, and changes resulting from the consolidation and
closure of a number of facilities.  In terms of margins, S&S's
gross margin percentage has remained relatively consistent over
the last few years in the range of 15%-16%.  S&S's aftermarket
parts and services historically has had higher margins than the
equipment business although equipment margins are picking up
reflecting an increase in pricing power and more focused
management of the business.  EBITDA margins have increased from
about 4% in fiscal 2004 to about 7% for the most recent quarter.

S&S's leverage in terms of its capitalization is high with
debt-to-book capitalization of approximately 73% based on pro
forma debt of $202.2 million as of May 6, 2006.  S&S was acquired
on January 23, 2006 for $284.7 million, of which only $70 million
was funded in equity.  S&S's debt-to-EBITDA, is approximately 3.8
times, which is in line with Moody's expectations for single-B
rated companies in this industry under current conditions.   
Assuming no other changes in the capital structure, Moody's
expects that S&S will bring debt-to-EBITDA to under 3 times in
fiscal 2006.

The notes are notched down one from the Corporate Family Rating
due to the size of S&S's senior secured credit facility relative
to the amount of the notes.  Once amended as expected, S&S's
senior secured credit facility will be $125 million, of which
approximately $49.2 million is expected to be outstanding on a pro
forma basis.

The SGL-3 rating reflects adequate liquidity. While S&S is
expected to generate free cash flow on a projected basis over the
next 12 months, Moody's notes that its operating cash flow has
historically been volatile with periods of negative operating cash
flow, including fiscal 2005 when cash flow used in continuing
operations was $25 million.  The most significant source of
variability of S&S's operating cash flow has to do with the
working capital intensive nature of its business.

During an upturn, working capital builds whereas in a downturn or
during a moderation in activity, working capital liquidates which
provides a source of liquidity.  Sources of external financing are
adequate with availability under S&S's revolving credit facility
of approximately $75.8 million, once amended as expected and pro
forma for the notes offering.  The credit agreement contains only
one financial covenant which requires a minimum fixed charge
coverage of 1.1 times.  Moody's expects that S&S will maintain
compliance with this and other covenants over the next 12 months.  
S&S's back-door liquidity, or the ability to sell assets to raise
cash, is limited due to the secured nature of its credit facility.

Stewart & Stevenson LLC is headquartered in Houston, Texas.


STONE ENERGY: Moody's Puts B3 Rating on Proposed $225 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Stone Energy
Corporation's proposed $225 million senior unsecured floating rate
notes offering due 2010 and kept the company's B2 Corporate Family
Rating and Caa1 Senior Subordinated Notes ratings under review
direction uncertain.  Moody's does not rate Stone's $300 million
senior secured revolving credit facility.

Proceeds from the offering will go to complete the planned
purchase of Stone's working interest in two Gulf of Mexico
properties through the exercise of preferential rights for
approximately $190.5 million.  The properties remain shut-in
from last year due to hurricane related pipeline infrastructure
damage.  However, the company expects to spend approximately
$15 million in incremental repair expenditures to bring the
properties back-up during the fourth quarter of this year.

The notes contain provisions for mandatory redemption post-
consummation of the contemplated merger at par plus accrued
interest, effectively making the notes a source of bridge
financing for the purchase of the increased working interest in
the properties.  The notes are callable at any time by Stone at
par plus accrued interest and also contain an optional put by the
note-holders upon a change of control other than the ones
currently contemplated, which would then enable the note-holders
to put the notes to Stone for 100% of par plus accrued interest.

Moody's estimates that Stone's leverage pro-forma for the
acquisition and senior unsecured notes offering is $10.24/boe on
the proved-developed reserve base, which includes the associated
reserves Stone is expected to book with the increased working
interest.  On a total proved reserves base, when adding back the
capex associated with bringing proved undeveloped reserves to
production, leverage is approximately $13.87/boe.  Moody's notes
that current pro-forma leverage is at record levels for the
company and at Caa levels when mapped to Moody's E&P Methodology.

Stone's rating review direction uncertain continues to reflect the
possibility that its ratings could be downgraded, upgraded, or
confirmed depending on the final bidder for the company and how
the acquisition is structured. If Energy Partners, Ltd's counter
offer to Plains Exploration & Production's original bid to acquire
Stone is completed as currently structured, a downgrade of Stone's
ratings is possible given the expected amount of debt that will be
used to complete the acquisition in addition to the high leverage
currently employed at Stone. However, if PXP's original merger
agreement with Stone proceeds, Stone's ratings may be confirmed or
upgraded.

Stone Energy Corporation is headquartered in Lafayette, Los
Angeles.


STRUCTURED ASSET: Fitch Lifts Rating on Class B4-II & B5-II Certs.
------------------------------------------------------------------
Fitch upgrades four and affirms 11 classes of Structured Asset
Securities Corp. residential mortgage-backed certificates, as
follows:

Series 2002-8A Pools 1, 2, 3, 4, 5 and 6

    -- Classes 1A, 2A, 3A, 4A, 5A, 6A affirmed at 'AAA';
    -- Class B1-I affirmed at 'AA+';
    -- Class B2-I affirmed at 'A+';
    -- Class B3-I upgraded to 'BBB+' from 'BBB'.

Series 2002-8A Pool 7

    -- Class 7A affirmed at 'AAA';
    -- Class B1-II affirmed at 'AA+';
    -- Class B2-II affirmed at 'A+';
    -- Class B3-II upgraded to 'BBB+' from 'BBB';
    -- Class B4-II upgraded to 'BB+' from 'BB';
    -- Class B5-II upgraded to 'BB' from 'B'.

The affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affect $98.3 million
of outstanding certificates.  The upgrades reflect an improvement
in the relationship of CE to future loss expectations and affect
$1.6 million of outstanding certificates.  The above classes have
maintained CE or experienced slight growth in CE since the last
rating action date.  May 2005 remittance information indicates
cumulative losses for Pools 1-6 and Pool 7 equal $337,895 and
$345,227, respectively.  The transaction is seasoned 49 months.
The pool factor (current principal balance as a percentage of
original) is 6% for Pools 1-6 and 17% for Pool 7.

The mortgage loans were acquired by Lehman Capital or Lehman
Brothers Bank from various banks and other mortgage lending
institutions and are master serviced by Aurora Loan Services,
Inc., which is rated 'RMS1-' by Fitch.  The mortgage pools consist
of conventional, adjustable and fixed-rate, fully amortizing
residential mortgage loans extended to prime/AltA borrowers.


USG CORP: Bankruptcy Emergence Prompts S&P to Lift Rating to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on USG Corp. to 'BB+' from 'D', following the
Chicago, Illinois-based building products company's emergence
from bankruptcy on June 20, 2006.  The outlook is stable.

The 'BB+' senior unsecured bank loan rating on USG's proposed
$2.8 billion senior unsecured bank facility is affirmed.  The
bank loan rating was assigned on June 1, 2006, based on the
assumption that USG would exit bankruptcy as well as other
conditions.

"USG should benefit from favorable long-term fundamentals in
overall construction activity and demographics," said Standard &
Poor's credit analyst Kenneth L. Farer.  "We could revise the
outlook to negative if a more aggressive financial policy is
adopted or if wallboard pricing declines to a sharply lower level
for an extended period.  We could revise the outlook to positive
if the company is able to achieve its growth plans and adopts a
more conservative financial policy."

USG has the leading position in the U.S. gypsum wallboard and
ceiling system markets, competitive cost position, flexible
capital spending needs, and moderate financial policies.

If Congress creates a national trust for payment of asbestos
personal-injury claims by the 10th day after final adjournment of
the 109th Congress, USG's total debt levels will decline
significantly in 2007, because of the cancellation of its
contingent note obligations, with cash balances of more than $1
billion.  However, Standard & Poor's does not believe USG will
maintain cash balances at this level because of potential
acquisitions to expand its specialty building materials
distribution business and possible commencement of shareholder
initiatives.


VERTICAL ABS: Fitch Rates $5 Million Class C Notes at BB+
---------------------------------------------------------
Fitch assigned these ratings to notes issued by Vertical ABS CDO
2006-2, Ltd. and Vertical ABS CDO 2006-2, Corp.(collectively, the
co-issuers):

    -- $335 million class A-S1VF senior secured floating-rate
       notes due 2046 'AAA';

    -- $52 million class A1 senior secured floating-rate notes due
       2046 'AAA';

    -- $41 million class A2 senior secured floating-rate notes due
       2046 'AA';

    -- $26 million class A3 secured deferrable interest floating-
       rate notes due 2046 'A';

    -- $21 million class B mezzanine secured deferrable interest
       floating-rate notes due 2046 'BBB';

    -- $5 million class C mezzanine secured deferrable interest
       floating-rate notes due 2046 'BB+'.

The ratings of the class A-S1VF, A1 and A2 notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.  The
ratings of the class A3, B and C notes address the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.

The ratings are based upon the capital structure of the
transaction, the quality of the collateral, the Guaranteed
Investment Contract account, and the overcollateralization
coverage tests provided for within the indenture.  During the
four-year reinvestment period, the collateral manager may trade up
to 15% of the total portfolio balance annually on a discretionary
basis, along with any credit risk, defaulted or impaired
securities as determined by the collateral manager.

The collateral portfolio will be managed by Vertical Capital
Investment Advisors.  The quality of the collateral will have a
maximum Fitch weighted average rating factor of 5.0 ('BBB/BBB-').
The proceeds of the notes will be used to purchase a portfolio of
real estate based structured finance securities, consisting of
approximately 95% credit default swaps of subprime residential
mortgage-backed securities, and 5% CDS of collateralized debt
obligations.  VCIA also has the ability to include cash securities
in the portfolio; however, at issuance the initial portfolio
consisted entirely of synthetic securities.

Structural features include the GIC account that has an initial
balance of $160 million from cash proceeds.  If there are any
credit events with respect to the CDS in the portfolio, the GIC
account will initially make credit protection payments.  After the
GIC account has been depleted, the class A-S1VF will be drawn to
make credit protection payments (or for payment in the case of the
physical settlement option).  The outstanding drawn amount of the
class A-S1VF receives an interest rate of 3-month London Interbank
Offered Rate (LIBOR) plus 29 basis points (bps), while the undrawn
portion of the senior swap will receive 16bps ongoing.

During the four-year reinvestment period, the collateral manager
may use cash principal collections to purchase additional
collateral for the portfolio or may re-reference securities as the
synthetic assets amortize.  All reinvested and re-referenced
assets must adhere to the eligibility criteria.  The GIC account
may also be drawn upon to purchase additional cash bonds during
the reinvestment period; however, at all times the CDS notional
must be equal to or less than the sum of the unfunded amount of
the class A-S1VF and the GIC account.

VCIA is a subsidiary of Vertical Capital, LLC (Vertical Capital),
which was established in December 2002 as a Delaware limited
liability corporation.  Vertical Capital is owned 46% by its seven
principals, 48% by Bank of America, and 6% by third party
investors.  Vertical Capital describes itself as a collateral
manager dedicated to the structured finance securities markets.
Vertical Capital currently manages seven existing CDOs and as of
December 2005 had in excess of $5 billion in assets under
management.


WERNER LADDER: Wants to Hire Willkie Farr as Bankruptcy Counsel
---------------------------------------------------------------
Werner Holding Co. (DE), Inc., aka Werner Ladder Company, and its
debtor-affiliates ask permission from the U.S. Bankruptcy Court
for the District of Delaware to employ Willkie Farr & Gallagher
LLP as their lead bankruptcy counsel, nunc pro tunc to June 12,
2006.

Willkie Farr will:

   (1) prepare, on the Debtors' behalf, all necessary documents in
       the areas of corporate finance, employee benefits, tax and
       bankruptcy law, commercial litigation, debt restructuring
       and asset dispositions;

   (2) take all necessary actions to protect and preserve the
       Debtors' estates during the pendency of their chapter 11
       cases, including the prosecution of actions by the Debtors,
       the defense of actions commenced against the Debtors,
       negotiations concerning all litigation in which the Debtors
       are involved, and objection to claims filed against the
       Debtors' estates;

   (3) prepare, on Debtors' behalf, all necessary motions,
       applications, answers, orders, reports and papers in
       connection with the administration of their chapter 11
       cases;

   (4) counsel the Debtors with regards to their rights and
       obligations as debtors-in-possession; and

   (5) perform all other necessary or requested legal services to
       the Debtors in their chapter 11 cases.

Matthew A. Feldman, Esq., a member of Willkie Farr, is one of the
lead professionals from the firm performing services to the
Debtors.  He discloses that Willkie Farr received a $1,073,337
retainer.

Mr. Feldman further discloses that Willkie Farr's professionals
bill:

                Professional         Hourly Rate
                -----------          -----------
                Counsel              $255 - $865
                Paralegals           $115 - $225

Mr. Feldman assures the Court that Willkie Farr is a
disinterested person as the term is defined in Section 101(14),
as modified by Section 1107(b) of the Bankruptcy Code, and that
the firm represents no interest adverse to the Debtors and their
estates.

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes    
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).  Kara Hammond
Coyle, Esq., Matthew Barry Lunn, Esq., and Robert S. Brady, Esq.,
Young, Conaway, Stargatt & Taylor, LLP, serves as the Debtors'
counsel.  The firm of Willkie Farr & Gallagher LLP represents the
Debtors as its co-counsel.  The Debtors hhave retained Rothschild
Inc. as their financial advisor and invesement banker while
Loughlin Meghji & Company serves as the Debtors' restructuring
consultants.  At March 31, 2006, the Debtors reported total assets
of $201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WERNER LADDER: Can Use Lenders' Cash Collateral on Interim Basis
----------------------------------------------------------------
Werner Holding Co. (DE), Inc., aka Werner Ladder Company, and its
debtor-affiliates ask authority from the U.S. Bankruptcy Court for
the District of Delaware to use their lenders' Cash Collateral.

Prior to the Petition Date, the Debtors obtained financing under:

   Agreement                                          Amount
   ---------                                          ------
   First Lien Credit Facility                   $230,000,000
   with JPMorgan Chase Bank, N.A.,
   as administrative agent

   Second Lien Credit Facility                  $100,000,000
   with Credit Suisse First Boston,
   as administrative agent

   Accounts Receivable Financing Facility        $50,000,000
   with The CIT Group

   Variable Rate Demand Industrial                $5,000,000
   Building Revenue Bonds

   10% Series A Senior Subordinated Notes
   due November 15, 2007                        $135,000,000

The First Lien Credit Facility was initially comprised of a
$180,000,000 first lien term loan and a $50,000,000 first lien
revolving credit facility.  The available borrowings under the
First Lien Revolving Credit Facility are reduced by the aggregate
face amount of letters of credit issued and outstanding pursuant
to a $35,000,000 letter of credit sub-facility.

As of March 31, 2006, the borrowings outstanding under the First
Lien Term Loan were approximately $78,000,000.  There were no
funded borrowings outstanding under the First Lien Revolving
Credit Facility as of that date.  As of the Petition Date,
approximately $28,000,000 of letters of credit remained
outstanding.

As of March 31, 2006, $101,400,000 was outstanding under the
Second Lien Credit Facility.

As of May 31, 2006, the borrowings outstanding under the A/R
Securitization were approximately $48,000,000, and no more
borrowings are available.

As of March 31, 2006, $134,300,000 of bond debt was outstanding.

                          Cash Collateral

The First Lien Credit Facility and the Second Lien Credit
Facility are secured by substantially all of the assets of Werner
Holding Co., (DE), Inc., and its subsidiaries, and is guaranteed
by each of Werner DE's subsidiaries (except for Werner Funding
Corporation) and Werner Holding Co., (PA), Inc.  The liens
securing the Second Lien Credit Facility are second in priority
to the liens securing the First Lien Credit Facility.

Borrowings under the A/R Securitization are secured by the assets
of Werner Funding.

The Industrial Building Revenue Bonds are secured by a standby
letter of credit issued under the First Lien Credit Facility.

The Notes are general unsecured obligations of Werner DE, ranking
subordinate in right of payment to all existing and future senior
indebtedness of Werner DE.  The Notes rank pari passu in right of
payment with all other indebtedness of Werner DE that is
subordinated to the senior indebtedness of Werner DE.  

Larry V. Friend, vice president, chief financial officer and
treasurer of Werner Holding Co. (DE), Inc., relates that the
Debtors generate cash from the use of the collateral pledged
under the First Lien Credit Facility and the Second Lien Credit
Facility.  "The Debtors use Cash Collateral in the normal course
of their business in order to continue to finance their
operations, make essential payments, such as employee payroll,
taxes, and to purchase goods."

When the Debtors filed for bankruptcy, they had a cash balance of
less than $3,000,000.

Because the Debtors filed for bankruptcy, absent court authority
pursuant to Section 363(c) of the Bankruptcy Code, the Debtors
can't touch their lenders' cash collateral.

                       Adequate Protection

The Debtors propose to grant adequate protection to the
Prepetition Secured Parties of their interests in the Prepetition
Collateral.  Specifically, the Debtors will grant their First
Lien Lenders and Senior Prepetition Agent a valid, perfected
replacement security interest in and lien on all Collateral,
subject an subordinate only to:

   (i) permitted prepetition liens,
  (ii) postpetition liens granted to postpetition lenders, and
(iii) carve-out for professional and U.S. Trustee fees.

The Debtors will grant the same adequate protection to their
Second Lien Lenders and Junior Prepetition Agent.  The liens and
security interest of the Second Lien Lenders are further subject
to the Adequate Protection Liens granted to the First Lien
Lenders and the Senior Prepetition Agent.

The Adequate Protection Obligations will constitute superpriority
claims.  The Prepetition Lenders' claims will accrue and be
allowed interest at the contractual rate.

The Debtors will pay all reasonable fees and expenses required.

                         Interim Approval

At a hearing in Delaware, the Hon. Kevin J. Carey authorized the
Debtors on an interim basis to use the Cash Collateral of (i) the
Senior Prepetition Agent and the Senior Prepetition Lenders and
(ii) to the extent that the value of the Prepetition Collateral
exceeds the value of the Senior Prepetition Secured Obligations,
the Junior Prepetition Agent and the Junior Prepetition Lenders,
and the Prepetition Secured Lenders are directed to promptly turn
over to the Debtors all Cash Collateral received or held by them;
provided that the Prepetition Secured Lenders are granted
adequate protection.

The Court rules that the Prepetition Secured Lenders are entitled
to adequate protection of their interest in the Prepetition
Collateral, in an amount equal to the aggregate diminution in
value of the Prepetition Secured Lenders' Prepetition Collateral.

Judge Carey will convene the Final Cash Collateral Hearing on
July 13, 2006, at 4 p.m.  Objections must be filed and served
no later than July 7, 2006.

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes    
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).  Kara Hammond
Coyle, Esq., Matthew Barry Lunn, Esq., and Robert S. Brady, Esq.,
Young, Conaway, Stargatt & Taylor, LLP, serves as the Debtors'
counsel.  The firm of Willkie Farr & Gallagher LLP represents the
Debtors as its co-counsel.  The Debtors hhave retained Rothschild
Inc. as their financial advisor and invesement banker while
Loughlin Meghji & Company serves as the Debtors' restructuring
consultants.  At March 31, 2006, the Debtors reported total assets
of $201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WESTPOINT STEVENS: Bankr. Court Okays Linerboard Suit Stipulation
-----------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York approved the stipulation entered
into between WestPoint Home, Inc., WestPoint Stevens, Inc., and
WestPoint Stevens Stores, Inc., with respect to the Linerboard
Antitrust Litigation.

The Stipulation provides, among other things, that:

    (1) the Claims in the Linerboard Antitrust Litigation
        previously owned and asserted by WPS and WestPoint Stores
        are "Purchased Assets" in accordance with the Asset
        Purchase Agreement;

    (2) Lester D. Sears, the Court-designated "Responsible
        Officer" for the winding down of the Debtors' estates, is
        authorized to consent to the substitution;

    (3) Mr. Sears will execute and deliver all instruments and
        documents and take all other necessary actions to
        implement and effectuate the substitution; and

    (4) it will not affect or modify the Asset Purchase Agreement
        and all other sale-related documents and orders.

WestPoint Stevens, Inc., and WestPoint Stevens Stores, Inc., are
plaintiffs in an antitrust action styled Procter & Gamble Company,
et al. v. Stone Container Corporation, et al., Case No. 03 C 3944,
in the United States District Court for the Northern District of
Illinois.

The Antitrust Action arose out of the Debtors' and their
predecessors' purchase of various linerboard products --
corrugated containers and sheets.

The Antitrust Action was consolidated along with the other similar
cases in the consolidated class action styled In re Linerboard
Antitrust Litigation, MDL No. 1261, currently pending in the
United States District Court for the Eastern District of
Pennsylvania.

The Linerboard Antitrust Litigation alleges that the linerboard
products manufacturers fixed prices of linerboard products in
violation of federal antitrust laws.

On July 8, 2005, Judge Drain authorized the sale of substantially
all of WPS and WestPoint Stores' assets to Textile Co., Inc., an
affiliate of Carl Icahn, as purchaser, pursuant to Section 363(b)
of the Bankruptcy Code and in accordance with the terms of an
asset purchase agreement.

Under the Asset Purchase Agreement, WPS and WestPoint Stores sold
their claims in the Linerboard Antitrust Litigation to Textile.
Hence, WPS and WestPoint Stores do not own any claims against the
defendants in the Linerboard Antitrust Litigation.

WestPoint Home, Inc., as successor to Textile, became the sole and
exclusive owner of WPS and WestPoint Stores' claims in the
Linerboard Antitrust Litigation.

                      Settlement Negotiations

According to Peter D. Wolfson, Esq., at Sonnenschein Nath &
Rosenthal, LLP, in New York, WestPoint Home's attorney, six
defendants in the Linerboard Antitrust Litigation have engaged in
productive settlement discussions with WestPoint Home to resolve
the case in its entirety.  However, the procedural posture of the
case presents an anomaly: the real party-in-interest - WestPoint
Home -- is not a plaintiff, and the current plaintiffs -- WPS and
WestPoint Stores have no interest in any claims against the
defendants.

Mr. Wolfson believes that substituting WestPoint Home as a
plaintiff and dismissing WPS and WestPoint Stores with prejudice
would reflect the true posture of the case, and would allow the
defendants to negotiate with the real party-in-interest as a
plaintiff.

Absent the change, the defendants would be in the untenable
position of negotiating a settlement with a non-plaintiff, and
then seeking dismissal of plaintiffs who own no claims and who are
not controlled by the real party-in-interest, Mr. Wolfson points
out.

The Debtors' counsel, Michael F. Walsh, Esq., at Weil, Gotshal &
Manges LLP, in New York, tells the District Court that WPS and
WestPoint Stores are nominal plaintiffs and have no interest in
any claims in the Linerboard case.  WPS and WestPoint Stores
support WestPoint Home's arguments.

                          The Stipulation

Consequently, WestPoint Home and WPS and WestPoint Stores entered
into a stipulation to memorialize their joint request.

                     About WestPoint Stevens

Headquartered in West Point, Georgia, WestPoint Stevens, Inc. --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 66; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WESTPOINT STEVENS: Judge Defers Case Dismissal Hearing to July 12
-----------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York further adjourns the hearing on
WestPoint Stevens, Inc., and its debtor-affiliates' request to
dismiss their Chapter 11 cases to July 12, 2006, at 10:00 a.m.,
Eastern Time.

As reported in the Troubled Company Reporter on Aug. 16, 2005, the
Debtors informed the Court that they have no ongoing business
operations and are administratively insolvent, thus, confirmation
of a chapter 11 plan is impossible in accordance with the
Bankruptcy Code.

The Debtors believed that a chapter 7 conversion is not advisable
because it will increase administrative cost to the estate and
require the appointment of a chapter 7 trustee.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc. --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 66; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


* BOOK REVIEW: The Health Care Marketplace
------------------------------------------
Author:     Warren Greenberg, Ph.D.
Publisher:  Beard Books
Paperback:  184 Pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587981319/internetbankrupt


Warren Greenberg is an economist who analyzes the healthcare field
from the perspective that "health care is a business [in which]
the principles of supply and demand are as applicable . . . as to
other businesses."  This perspective does not ignore or minimize
the question of the quality of health, but rather focuses sharply
on the relationship between the quality of healthcare and economic
factors and practices.

For better or worse, the American healthcare system to a
considerable degree embodies the beliefs, principles, and aims of
a free-market capitalist economic system driven by competition.  
In the early sections of The Health Care Marketplace, Greenberg
takes up the question of how physicians and how hospitals compete
in this system.

"Competition among physicians takes place locally among primary
care physicians and on a wider geographical scale among
specialists.  There is competition also between M.D.s and allied
practitioners: for example, between ophthalmologists and
optometrists and between psychiatrists and psychologists."

Regarding competition between physicians in a fee-for-service
practice and those in managed care plans, Greenberg cites
statistics and studies that there was lesser utilization of
healthcare services, such as hospitalization and tests, with
managed care plans.

Some of the factors affecting the economics of different areas of
the healthcare field are self-evident, albeit may be little
recognized or little realized by consumers.  One of these factors
is physician demeanor.  Most readers would see a physician's
demeanor as a type of personality exhibited during the course of
the day.  But after the author notes that "[c]ompetition also
takes place in professional demeanor, location, and waiting time,"
the word "demeanor" takes on added meaning.  

The demeanor of a big-city plastic surgeon, for example, would be
markedly different from that of a rural pediatrician.  Thus,
demeanor has a relationship to the costs, options, services, and
payments in the medical field, and also a relationship to doctor
education and government funding for public health.

Greenberg does not follow his economic data and summarizations
with recommendations or advice.  He leaves it to the policymakers
to make decisions on the basis of the raw economic data and
indisputable factors such as physician demeanor.  Nor does he take
a political position when he selects what data to present or
emphasize.  It is this apolitical, unbiased approach that makes
The Health Care Marketplace of most value to readers interested in
understanding the economics of the healthcare field.

Without question, a thorough understanding of the factors
underlying the healthcare marketplace is necessary before changes
can be made so that the health needs of the public are better met.

Conditions that are often seen as intractable because they are
regarded as social or political problems such as the overcrowding
of inner-city health centers or preferential treatment of HMOs
are, in Greenberg's view, problems amenable to economic solutions.
According to the author, the basic economic principle of supply-
and-demand goes a long way in explaining exorbitantly high medical
costs and the proliferation of specialists.

Greenberg's rigorous economic analysis similarly yields an
informative picture of the workings of other aspects of the
healthcare field.  Among these are hospitals, insurance, employee
health benefits, technology, government funding of health
programs, government regulation, and long-term health care.

In the closing chapter, Greenberg applies his abilities as a keen-
eyed observer of the economic workings of the U.S. healthcare
field to survey healthcare systems in three other countries:
Canada, Israel, and the Netherlands.

"An analysis of each of the three systems will explain the
relative doses of competition, regulation, and rationing that
might be used in financing of health care in the United States,"
he says.

But even here, as in his economic analyses of the U.S. healthcare
system, Greenberg remains nonpartisan and does not recommend one
of these three foreign systems over the other.  Instead he
critiques the Canadian, Israel, and Netherlands systems -- "none
[of which] makes use of the employer in the provision of health
insurance," he says -- to prompt the reader to look at the present
state and future of U.S. healthcare in new ways.

The Health Care Marketplace is not a book of limited interest, and
the author's focus on the economics of the health field does not
make for dry reading.  Healthcare is a central concern of every
individual and society in general.  Greenberg's book clarifies the
workings of the healthcare field and provides a starting point for
addressing its long-recognized problems and moving down the road
to dealing effectively with them.

Warren Greenberg is Professor of Health Economics and Health Care
Sciences at George Washington University, and also a Senior Fellow
at the University's Center for Health Policy Research.  Prior to
these positions, in the 1970s he was a staff economist with the
Federal Trade Commission.  He has written a number of other books
and numerous articles on economics and healthcare.

                             *********

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, Robert Max Quiblat, 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 ***