TCR_Public/060626.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, June 26, 2006, Vol. 10, No. 150

                             Headlines

ADELPHIA COMMS: Files Modified Plan of Reorganization
ADELPHIA COMMS: Parties Object to Stipulation with Bank Lenders
ALION INT'L: Moody's Rates Proposed $170 Million Loan at B3
AMCAST INDUSTRIAL: Court Approves Contract with Daimler Chrysler
APX HOLDINGS: Panel Gets Nod to Hire Landau & Meadows as Counsel

ARMOR HOLDING: Moody's Rates Proposed Senior Subor. Notes at B1
BIJOU-MARKET: Employs John Espedal as Special Business Counsel
BLUEJAY LAWN: Case Summary & 20 Largest Unsecured Creditors
BWAY CORP: Acquires Industrial Containers Plastic & Steel Pail Biz
CALPINE CORP: Judge Directs Union Carbide to Pay Prepetition Debt

CALPINE CORP: Wants Court to Approve Settlement With CIT Parties
CALPINE CORP: Wants Relief from First Lien Trustee's Counsel Fees
CARL YECKEL: Court OKs Delgado Acosta as Trustee's Special Counsel
CATHOLIC CHURCH: Portland Wants Estimate on Future Tort Claims
CATHOLIC CHURCH: Portland Wants Tort Panel's Methodology Rejected

CCM MERGER: High Debt Levels Prompt S&P to Downgrade Ratings
CLARET TRUST: DBRS Confirms Low-B Ratings on 6 Class Certificates
CLECO CORP: Earns $12.2 Million in Quarter Ended March 31
COMM SOUTH: Ch. 7 Trustee Hires Stone & Baxter as Special Counsel
CONGOLEUM: Court Adjourns Disclosure Statement Hearing to July 13

CONGOLEUM CORP: Asks Court to Approve Fireman's Fund Settlement
CONGOLEUM CORPORATION: Common Stock Still Listed on Amex
CORSENTINO DAIRY: Case Summary & 20 Largest Unsecured Creditors
CURON MEDICAL: Earns $914,000 in Three Months Ending March 31
ENRON CORP: Bowne Business Holds $1.45 Million Unsecured Claim

ENTERGY NEW ORLEANS: Court Approves Apache Settlement Agreement
ENTERGY NEW: APSC Wants FERC to Examine Cos.' Business Practices
F.C.O. PROPERTIES: Voluntary Chapter 11 Case Summary
FARMLAND INDUSTRIES: Will Auction Former Headquarters on Aug. 17
FOAMEX INTERNATIONAL: Says No Objections Have Been Timely Filed

GATEWAY INTERNATIONAL: SEC Revokes Registration of Common Stock
GOLDMAN SACHS: Moody's Puts B2 Ratings on Watch and May Downgrade
GRAVES & HORTON: Case Summary & 6 Largest Unsecured Creditors
GREENPARK GROUP: Case Summary & Nine Largest Unsecured Creditors
HARRISON AVENUE: Case Summary & 8 Largest Unsecured Creditors

HEMOSOL CORP: Receiver Revises Financing Term with Plan Sponsor
INEX PHARMA: Inks $36.5 Million Settlement Deal with Noteholders
INTERNATIONAL HELICOPTER: Case Summary & 11 Largest Creditors
INTERNATIONAL MANAGEMENT: GTO Entities Can Borrow Funds
INTERSTATE BAKERIES: Wants to Reject 17 Real Property Leases

INTERSTATE BAKERIES: Glenview Backs Equity Trading Wall Procedures
IPS CORP: Moody's Junks Rating on $100 Million Senior Subor. Notes
IPS CORP: S&P Junks Ratings on $100 Million 11.25% Senior Notes
JACOBS ENT: Closes $310 Million Refinancing to Fund Acquisitions
KAISER ALUMINUM: Law Debenture Withdraws Holder Affidavits Protest

KOOSHAREM CORP: Moody's Junks Rating on Proposed $55 Million Loan
LEGACY ESTATE: Can Employ Chanin Capital as Investment Banker
MAGNESIUM CORP: Jackson Thornton OK'd as Trustee's Expert Witness
MEYER'S BAKERIES: Court Converts Ch. 11 Cases to Ch. 7 Liquidation
MORGAN STANLEY: Moody's Junks Ratings on $64.3 Mil. Certificates

NATIONAL CENTURY: LTC Entities Lawsuit Stayed Until July 28
NEXIA HOLDINGS: Gets Release of Lien from Hallmark Construction
NOVELIS INC: Consent Solicitation Prompts S&P to Hold Ratings
OCA INC: Kingsmill Riess Okayed as Supplemental Litigation Counsel
PANAMSAT HOLDING: Unit Prices $575 Mil. Offering of $9% Sr. Notes

PARMALAT USA: Citibank Can Pursue Suit Against Parmalat Paraguay
PCA LLC: Interest Payment Default Prompts S&P's D Ratings
PETER HANSEN: Case Summary & 2 Largest Unsecured Creditors
PLIANT CORP: Delaware Court Confirms Plan of Reorganization
PRESIDENT CASINOS: Panel's Hires RubinBrown as Financial Advisor

PROCON HOLDINGS: Involuntary Chapter 11 Case Summary
PT HOLDINGS: Files 2004 Audited Financial Statement
PURE MORTGAGE: Moody's Rates $23.5 Million Class F Certs. at Ba2
QUALITY HOME: Moody's Junks Rating on $100 Million Term Loan
QUALITY HOME: S&P Junks Rating on $100 Million 2nd-Lien Term Loan

RIVERSTONE NETWORKS: Court Moves Lease Decision Period to Sept. 5
ROTECH HEALTHCARE: Shareholders Asked to Elect Five Directors
ROUGE INDUSTRIES: Wants to Expand Landis Rath's Retention Scope
SCHOOL HOUSE: Case Summary & 20 Largest Unsecured Creditors
SCIENTIFIC GAMES: Moody's Holds Ba2 Rating on $150 Million Loan

SILICON GRAPHICS: Assumed Debt to Debentures, Says Mr. Grippo
SILICON GRAPHICS: Christie Wants Stay Lifted to Exercise Right
SOLUTIA INC: Wants to Amend & Assume Linde Gas LLC Contracts
SPHINX MANAGED: Cayman Grand Court Set to Hear Petition Tomorrow
SYLVEST FARMS: Court Okays Baker & Hostetler as Bankruptcy Counsel

SYLVEST FARMS: Committee Hires Whiteford Taylor as Attorneys
SYLVEST FARMS: Court Okays Mancuso & Franco as Special Counsel
TAMPA ASSOCIATES: Case Summary & 26 Largest Unsecured Creditors
TEMBEC INC: Weak Liquidity Position Prompts S&P to Hold Ratings
TOMMY'S MISTER: Case Summary & 40 Largest Unsecured Creditors

TRENWICK AMERICA: Wants Court to Entry Final Decree & Close Case
UNITED WOOD: Confirmation Hearing Scheduled for August 1
UNITY VIRGINIA: Hires Cavazos Hendricks as Bankruptcy Counsel
USA COMMERCIAL: Panels Tap Stutman Treister as Special Counsel
USG CORP: Court Approves $13 Million Settlement with CCR

USG CORP: Settles Dispute with TIG Insurance for $2.5 Million
USG CORP: S&P Rates $239.4 Million Revenue Bonds at BB+
VARIG S.A.: Brazilian Court Cancels Sale to NV Participacoes
WERNER LADDER: Court Okays Werner Funding Re-Purchase Agreement
WINN-DIXIE: Wants to Reject 23 Contracts & Leases by Thursday

WINN-DIXIE: Wants To Reject Libman Company Supply Agreement
WINN-DIXIE: Wants to Reject Sanderson Farms Supply Pact by June 30
WORLD HEALTH: Splits Sale Proceeds with CapitalSource & Committee

* SEC Requests Comments on Investment Company Rules Amendments

* BOND PRICING: For the week of June 19 - June 23, 2006

                             *********

ADELPHIA COMMS: Files Modified Plan of Reorganization
-----------------------------------------------------
Adelphia Communications Corporation executed amendments to its
purchase agreements with Time Warner NY Cable and Comcast and is
filing a modified Chapter 11 bankruptcy Plan of Reorganization
with the U.S. Bankruptcy Court for the Southern District of New
York relating to the two joint ventures it holds with Comcast
Corporation.

Adelphia's Third Modified Fourth Amended Joint Plan of
Reorganization includes changes intended to facilitate
confirmation by addressing certain concerns expressed by various
bankruptcy constituents of the joint ventures, including their
prepetition lenders and the Creditors' Committee.  The execution
of the amendments to the purchase agreements and the filing of the
modified Plan are a further step in facilitating completion of the
sale of substantially all of Adelphia's assets to Time Warner NY
Cable and Comcast as expeditiously as possible.

As reported in the Troubled Company Reporter on June 9, 2006,
under the expedited sale process, Adelphia's majority interests in
the joint ventures, Parnassos and Century-TCI, will be sold to
Comcast in connection with a confirmed Chapter 11 Plan of
Reorganization that provides for payment in full to the creditors
of the joint ventures, while substantially all of Adelphia's
remaining cable assets will be sold to Comcast and Time Warner NY
Cable under a court-approved asset sale under Section 363 of the
Bankruptcy Code.  The sales of both the joint venture interests
and the remaining Adelphia assets are conditioned on one another
and expected to occur contemporaneously.

In a ruling on June 16, 2006, the Court approved amended sale
procedures relating to the Section 363 sale process.  On June 21,
2006, Adelphia, Time Warner NY Cable and Comcast entered into
amendments to their respective purchase agreement, as well as a
Registration Rights Letter Agreement substantially in the forms
previously filed with the Bankruptcy Court.  These agreements
provide for certain amended terms required under the expedited
sale transaction process.  The termination and breakup fee
provisions included in the amendments to the purchase agreements
were approved in the June 16 ruling.  Other terms in these
amendments, including the sale of the assets under Section 363 of
the U.S. Bankruptcy Code, must be approved by the Court.  The
hearings to approve the terms, and to confirm the modified Plan of
reorganization relating to the two joint ventures, are expected to
be held in late June 2006.

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

A full-text copy of the Company's Third Modified Fourth Amended
Joint Plan of Reorganization is available for free at:

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

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

               http://ResearchArchives.com/t/s?c1d   

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

               http://ResearchArchives.com/t/s?c18

                        About Adelphia

Based in Coudersport, Pa., Adelphia Communications Corporation
(OTC: ADELQ) -- http://www.adelphia.com/-- is the fifth largest    
cable television company in the country.  Adelphia serves
customers in 30 states and Puerto Rico, and offers analog and
digital video services, high-speed Internet access and other
advanced services over its broadband networks.  The Company and
its more than 200 affiliates filed for Chapter 11 protection in
the Southern District of New York on June 25, 2002.  Those cases
are jointly administered under case number 02-41729.  Willkie Farr
& Gallagher represents the ACOM Debtors.  PricewaterhouseCoopers
serves as the Debtors' financial advisor.  Kasowitz, Benson,
Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP
represent the Official Committee of Unsecured Creditors.


ADELPHIA COMMS: Parties Object to Stipulation with Bank Lenders
---------------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates
amended their stipulation with:

    -- the Ad Hoc Committee Of FrontierVision Noteholders
    -- the Ad Hoc Committee Of Acc Senior Noteholders
    -- the Ad Hoc Committee Of Arahova Noteholders
    -- W.R. Huff Asset Management Co., LLC, and
    -- Ft. Myers Noteholders,

to provide, among others, that other than as provided for in the
Second Modified Fourth Amended Joint Plan of Reorganization for
the Century-TCI Debtors and the Parnassos Debtors with respect to
the pending motion of the Creditors' Committee to holdback
distributions to the bank lenders and the Bank Lender Avoidance
Complaint, no party-in-interest will have the right or be
permitted to seek to disgorge or holdback payments made to
creditors of the Century-TCI Debtors and Parnassos Debtors.

A full-text copy of the Amended Stipulation is available for free
at http://bankrupt.com/misc/adelphia_amendedJVstip.pdf

                      Objections to Stipulation

(1) Calyon New York Branch

Calyon, a creditor of each of the Century-TCI Debtors and the
Parnassos Debtors, notes that by the Stipulation, bondholders
involved in the litigation of the Order in Aid Issues intend to:

    (a) have the Court, in advance of evidentiary showing, find
        and conclude that the Joint Venture Plan is feasible with
        respect to payments to the creditors of the JV Debtors as
        provided for in the Joint Venture Plan;

    (b) cause the waiver by "all parties" of any objection to "the
        findings of fact, conclusions of law or objections to
        confirmation of the Joint Venture Plan" in conflict with
        the requested finding and conclusion;

    (c) preclude the presentation by any "party in interest" of
        evidence or testimony, or to take any discovery, with
        respect to an Order In Aid Issue;

    (d) deem inadmissible in any future proceeding in the
        Debtors' Chapter 11 cases any evidence introduced by the
        Debtors (including non-party Debtors) to demonstrate that
        the Joint Venture Plan should be confirmed or by the
        non-party bondholders in response to that evidence; and

    (e) create the fiction of effecting distributions and leaving
        unimpaired the equity interests under the Joint Venture
        Plan while determining in the future allocation of value
        issues as if the Joint Venture Plan had never been
        consummated.

Andrew P. Brozman, Esq., at Clifford Chance US LLP, in New York,
notes that these non-parties to the JV Debtor confirmation
process "seek to effect this extraordinary and blanket scripting
of that process and curtailment of basic rights of actual JV
Debtor creditors to appear and to be heard without so much as a
motion, an articulated written rationale, or the support of law."

"Should the strangers to the JV Debtor confirmation process wish
to ensure that the rights in the 'MIA Process' as among
themselves will not be affected by the confirmation of the Joint
Venture Plan, we would find no need to object.  However, once
non-parties purport to define for actual parties to the JV Debtor
estates what they may or may not do in the prosecution or defense
of their rights and to define for the Court what it may and what
it may not find and conclude on the basis of an undeveloped
record, they overstep both the limits of their entitlements and
of the Court's power to entertain them," Mr. Brozman asserts.

Calyon contends that it has a clear right to appear and to be
heard on all issues concerning the confirmation of the Joint
Venture Plan.  Moreover, Calyon points out, it has the right to:

    * object to confirmation on any ground cognizable by law or
      predicated on relevant fact;

    * offer for introduction into evidence testimony and other
      information that it believes germane to the reasonable
      advocacy of its objections;

    * pursue contested matter discovery in pursuit of information
      likely to lead to admissible evidence;

    * findings of fact and conclusions of law reflective of the
      record of the confirmation proceedings and as reasonably
      found and determined by the Court; and

    * rely on the confirmation order containing those findings and
      conclusions as res judicata as to issues addressed or that
      could have been addressed in the process leading to the
      entry of that order.

Calyon complains that the Stipulation vastly overreaches to the
extent:

    (i) it purports to affect rights of third parties who are
        actual parties in interest to the JV Debtors' chapter 11
        cases;

   (ii) it purports to define the legal effects of a prospective
        confirmation order on the rights of parties to the process
        resulting in the entry of that order; and, finally

  (iii) it would presume the Court to make findings and
        conclusions on a record yet to be revealed, even assuming
        these strangers would have standing to do so.

Accordingly, Calyon asks the Court to deny approval of the
Stipulation in its present form.

(2) The Bank of Nova Scotia

The Bank of Nova Scotia does not object to entry of the
Stipulation to the extent that it memorializes the agreement of
the parties thereto to stand down from the ongoing intercompany
claims litigation in connection with confirmation of the Joint
Venture Plan.

However, BNS objects to the stipulation insofar as it attempts to
bind, restrict or otherwise foreclose any non-consenting party,
including BNS, from exercising its rights to object or otherwise
create an evidentiary record with respect to feasibility of the
Joint Venture Plan.

"The Court's findings of fact and conclusions of law vis-a-vis
non-consenting parties must be based on the evidentiary and legal
record before it.  They remain at issue and cannot be pre-
determined," Richard Stern, Esq., at Luskin, Stern & Eisler LLP,
in New York, asserts.

In short, Mr. Stern says, BNS, as a non-consenting party, must be
given full rights to object to the Joint Venture Plan upon a
developed evidentiary record.

Thus, BNS asks the Court to deny the Stipulation to the extent
that it restricts its rights and the rights of other Parnassos
lenders to object to the feasibility of the Joint Venture Plan.

(3) Citibank

Citibank, N.A., as administrative agent for the Century-TCI
Lenders under the Credit Agreement dated as of December 3, 1999,
among Century-TCI California, L.P., as the Borrower and certain
lenders, notes that the Amended Stipulation, as presented,
purports to impair or eliminate the ability of the Century-TCI
Administrative Agent, the Century-TCI Lenders and other
parties-in-interest who are not signatories to the Amended
Stipulation.

The Amended Stipulation presents a fundamental violation of due
process, and is unauthorized by any provision of the Bankruptcy
Code or the Bankruptcy Rules, Luc A. Despins, Esq., at Milbank,
Tweed, Hadley & McCloy LLP, in New York, asserts.  "To allow the
Debtors to stipulate away their statutory burden by agreement
with entities not even creditors of the affected estates makes a
mockery of the bankruptcy process.  The Debtors have cited no
statute, rule or case justifying such a perversion, and therefore
the Court should deny entry of the Amended Stipulation unless it
is modified to provide that it binds only the signatories
thereto."

(4) Bank of America

Bank of America, N.A., as a syndicate member of the Century-TCI
Credit Facility and Parnassos Credit Facility, joins in the
Objections filed by Citibank, Bank of Nova Scotia, and Calyon New
York Branch.

(5) Ad Hoc Committee of Non-Agent Secured Lenders

The Non-Agent Committee joins in the arguments and assertions set
forth in Calyon's Objection.

The Non-Agent Committee further objects to the Stipulation to the
extent that its terms are vague and ambiguous.  Moreover, the
Non-Agent Committee says it was not given sufficient notice to
assess the Stipulation's potential impact on the Non-Agent
Committee's rights with respect to confirmation of the Joint
Venture Plan.

The Non-Agent Committee reserves any and all rights to be heard
before the Court with respect to the Stipulation.

Based in Coudersport, Pa., Adelphia Communications Corporation
(OTC: ADELQ) -- http://www.adelphia.com/-- is the fifth-largest    
cable television company in the country.  Adelphia serves
customers in 30 states and Puerto Rico, and offers analog and
digital video services, high-speed Internet access and other
advanced services over its broadband networks.  The Company and
its more than 200 affiliates filed for Chapter 11 protection in
the Southern District of New York on June 25, 2002.  Those cases
are jointly administered under case number 02-41729.  Willkie Farr
& Gallagher represents the ACOM Debtors.  PricewaterhouseCoopers
serves as the Debtors' financial advisor.  Kasowitz, Benson,
Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP
represent the Official Committee of Unsecured Creditors.  
(Adelphia Bankruptcy News, Issue Nos. 136 & 137; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ALION INT'L: Moody's Rates Proposed $170 Million Loan at B3
-----------------------------------------------------------
Moody's Investors Service affirmed Alion's B2 corporate family
rating and the B1 rating on the Alion's senior secured credit
facility and assigned a B3 rating to a proposed $170 million
senior unsecured bank credit facility.  Proceeds of the $50
million increase in the term loan, a delayed draw of $21 million
on the term loan, and the new $170 million bridge loan will be
utilized to acquire assets of the former Anteon International
Corporation's program management and engineering services business
valued at $225 million and to pay fees and expenses.   Moody's
expects that the bridge loan will be repaid with proceeds of new
debt issuance before the end of the year.

Moody's took these rating actions:

   * $50 million senior secured revolving credit facility
     due 2009, affirmed B1

   * $260 million senior secured term loan B due 2009,
     affirmed B1

   * $170 million senior unsecured bridge loan maturing
     2007, assigned B3

   * Corporate family rating, affirmed B2

   * Speculative grade liquidity rating, affirmed SGL-3.

   * The ratings outlook is stable.

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

Alion exhibits an overall credit profile that is consistent with
the B2 rating category.  Pro forma for the acquisition, Moody's
expects Alion to exhibit total debt to EBITDA of about 7.2 times,
free cash flow to debt in the mid single digits, and EBIT coverage
of cash interest expense of about 1.3 times.  Although total debt
to EBITDA is high for the B2 corporate family rating, Moody's
expects Alion to allocate cash flow to debt reduction and bring
adjusted total debt to EBITDA to levels more in line with the B2
category.

Alion's competitive profile includes expected pro forma annual
revenue of over $700 million and EBIT margin in the mid to high
single digits.  Moody's expects the acquisition to raise Alion's
unfunded contract backlog to $4.5 billion from $2.8 billion at
March 31, 2006, with the funded backlog rising to over $400
million from $243 million.  Including the APMES transaction, about
70% of Alion's 3,660 employees hold U.S. government security
clearances.

In addition to the high level of leverage reflected by total debt
to EBITDA, Alion's aggressive acquisition policy is a negative
factor for the ratings.  Although Moody's appreciates the
strategic benefits offered by the current transaction, it follows
six acquisitions completed over the last 18 months.

The rating outlook is stable.  Moody's anticipates that Alion will
continue to pursue acquisitions that are modest in size,
complementary to existing businesses, and funded in a way that
allows for overall reduction in total debt/EBITDA.  Moody's also
expects that Alion will continue to benefit from the US
government's increased spending on defense and homeland security
and increasing utilization of outsourcing of services in the
context of an aging government workforce.

Leverage is near the limit of the current B2 corporate family
rating. Further debt-financed acquisitions, loss of significant
contracts, integration difficulties, or other shocks that result
in an expectation that total debt to EBITDA will remain above
6.5 times over the intermediate term are likely to result in a
lowering of the outlook or ratings.

Moody's does not expect upward pressure on the outlook or ratings
in the near term.  The outlook or ratings could be raised if Alion
reduces adjusted total debt to EBITDA to below 5 times on a
sustained basis while maintaining adjusted free cash flow to debt
consistently above 10%.

Alion Science and Technology Corporation, headquartered in McLean,
Virgina, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Alion operates under more than 650 contracts with the
federal government from which it derives over 90% of its annual
revenues.  Revenues for the twelve months ended March 31, 2006
amounted to $432 million.


AMCAST INDUSTRIAL: Court Approves Contract with Daimler Chrysler
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana, in
Indianapolis, gave Amcast Industrial Corporation and Amcast
Automotive of Indiana, Inc., authority to enter into a contractual
agreement with Daimler Chrysler Corporation.

As part of their ongoing business, the Debtors manufacture and
produce component parts for DaimlerChrysler under various purchase
orders issued by DaimlerChrysler.  Pursuant to the Purchase
Orders, the Debtors are the sole source provider of the Component
Parts to DaimlerChrysler and DaimlerChrysler orders all of its
requirements of the Component Parts from the Debtors.

Both prior and subsequent to their bankruptcy filing, the Debtors
were engaged in negotiations with DaimlerChrysler regarding
contractual pricing of the Component Parts and related issues.  
The Debtors required pricing concessions from DaimlerChrysler in
order to operate profitably with respect to the Component Parts.

Since the Debtors' bankruptcy filing, DaimlerChrysler expressed
concerns regarding the Debtors' ability to continue to provide the
Component Parts pursuant to the Purchase Orders.

In addition, DaimlerChrysler asserted that the stoppage of
production would result in enormous damage claims against the
Debtors' estates by DaimlerChrysler, among others.

To resolve the disputes between them, the Parties entered into a
consensual agreement addressing, among others, price adjustments
with respect to the Component Parts, the continued production of
the Component Parts by the Debtors, and the resourcing of the
Component Parts by DaimlerChrysler.

Accordingly, the Parties agree, among others, that:

   a) The Debtors will supply to DaimlerChrysler through June 30,   
      2006, all of DaimlerChrysler's requirements for the
      production of parts up to the quantities at current
      quality levels being delivered to DaimlerChrysler;

   b) DaimlerChrysler and its representatives will have access
      during usual business hours upon reasonable notice and in a
      manner that does not interfere with the operations of the
      Debtors to the Debtors' operations, books and records for
      the purpose of monitoring the Debtors compliance with the
      terms of the Settlement Agreement and any other agreement
      or contract between the Debtors and DaimlerChrysler;

   c) Pricing of the Component Parts effective for all shipments
      after Feb. 15, 2006 will be in the amounts agreed;

   d) For all shipments by the Debtors to DaimlerChrysler
      received by DaimlerChrysler on or after the date of the
      Settlement Agreement, payment by DaimlerChrysler will be on
      terms of net immediate;

   e) Within five days of the Effective Date, unless already
      paid, DaimlerChrysler will pay to the Debtors or the
      assignee of the accounts, all net outstanding accounts,
      which the parties will promptly validate and reconcile, for
      amounts due for shipments received by DaimlerChrysler from
      the Debtors prior to the date of the Settlement Agreement;

   f) The Debtors will use commercially reasonable efforts to
      cooperate with DaimlerChrysler's resourcing efforts
      including allowing alternate suppliers designated in
      writing by DaimlerChrysler in the Debtors' facilities
      during usual business hours on reasonable notice and in a
      manner that does not interfere with the operations of the
      Debtors; and

   g) The Debtors acknowledge that the tooling and assembly
      equipment and fixtures, currently in the possession of the
      Debtors that have been paid for by DaimlerChrysler and
      used by the Debtors, to produce the Component Parts
      are owned by DaimlerChrysler and that DaimlerChrysler is
      entitled to possession of the Tooling upon demand.

                     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.


APX HOLDINGS: Panel Gets Nod to Hire Landau & Meadows as Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
allowed the Official Committee of Unsecured Creditors appointed
in the chapter 11 cases of APX Holdings, LLC, and its debtor-
affiliates to employ Landau & Meadows, LLP, as its bankruptcy
counsel.

Landau & Meadows will:

    a. provide legal advice with respect to the Committee's
       duties, responsibilities and powers in the Debtors' chapter
       11 cases, with respect to the Bankruptcy Code, the Federal
       Rules of Bankruptcy Procedure, the Guideline of the Office
       of the U.S. Trustee, and compliance with the Local Rules of
       the Court;

    b. provide legal advice with respect to the Debtors' proposed
       plans of reorganization, the orderly wind up and
       liquidation of its estates, and the determination of the
       allowed claims against the estate;

    c. provide legal advice with respect to the examination of all
       possible claims and causes of action that may belong to the
       estate with respect to, but not limited to, those against
       the Debtors' secured lender, and the Debtors' parent, other
       affiliates, and third parties; and

    d. perform other legal services ay required by the Committee.

David W. Meadows, Esq., a partner at Landau & Meadows, told the
Court that he and his partner, Rodger M. Landau, Esq., will both
bill $375 per hour for this engagement.

Mr. Meadows assured the Court that his firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Messrs. Landau and Meadows can be reached at:

         Rodger M. Landau, Esq.
         David W. Meadows, Esq.
         Landau & Meadows, LLP
         1801 Century Park East, Suite 1250
         Los Angeles, CA 90067
         Tel: (310) 557-0050
         Fax: (310) 557-8493
         http://www.lmlawllp.com/

Headquartered in Santa Fe Springs, California, APX Holdings LLC
-- http://www.shipapx.com/-- provides small parcel and freight
delivery services to high volume commercial customers.  The Debtor
and eight of its affiliates filed for chapter 11 protection on
Mar. 16, 2006 (Bankr. C.D. Calif. Case No. 06-10875).  Martin R.
Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, represents
the Debtors in their restructuring efforts.  David W. Meadows,
Esq., and Rodger M. Landau, Esq., at Landau & Meadows, LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts of more than $100 million.


ARMOR HOLDING: Moody's Rates Proposed Senior Subor. Notes at B1
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Armor Holding,
Inc.'s proposed senior subordinated notes, due 2016.  Proceeds
from the issuance of the new notes will be used to repay all of
Armor's senior secured debt facilities that were drawn to fund the
May 2006 acquisition of Stewart & Stevenson Services, Inc.  
In addition, Moody's confirmed Armor's Ba3 Corporate Family
Rating.  The ratings outlook is stable.  This concludes the review
commenced on February 27, 2006, on the announcement of the
acquisition of SVC by Armor.

The rating considers the company's modest debt levels and strong
financial metrics, even after taking into account the increase in
debt to finance the acquisition of SVC.  With an expectation of
substantial positive free cash generation and a generally
favorable defense contracting environment, Armor should sustain
financial metrics that are consistent with the Ba rating category
over the intermediate term.

Factors that constrain the rating include concern about risk
associated with the integration of SVC into Armor's existing
businesses, particularly because with the acquisition of SVC Armor
is undertaking the role of vehicle original equipment manufacturer
for the first time in its history.

Moody's also notes that the company is focused on a relatively
narrow set of product offerings with a concentration of sales with
the U.S. Department of Defense.  While defense spending has
remained strong, budget pressures could begin to constrain future
new business awards for defense contractors.  Moody's is concerned
that, in an environment of weakening demand from its principal
customer, Armor could pursue further acquisitions to support
growth objectives.

The stable rating outlook reflects Moody's expectations that
Armor's free cash flow generation will enable the company to
internally fund investment needs while building cash balances over
the next 12-18 months.  Ratings or their outlook could be subject
to upward revision if the company demonstrates a smooth
integration of SVC over this period, with no material decrease in
operating margins, while maintaining financial metrics at or above
pro forma levels.

Conversely, ratings or their outlook could be lowered if the
company's operating performance were to deteriorate due to
unexpected difficulties encountered in SVC's operations or to any
unexpected decline in armored product demand, or if the company
were to undertake a large, highly-levered, transformational
acquisition in the near term, such that leverage were to increase
to over 5 times, or if free cash flow were to fall below 10% of
debt for a prolonged period.

The increase in debt associated with the acquisition of Stewart &
Stevenson is substantial, but not enough to warrant either a lower
rating or a negative outlook, as the company's credit metrics are
still quite strong relative to the Ba3 rating.  Pro forma balance
sheet debt of $920 million after the close of the transaction
represents an 86% increase over the company's March 2006 balance,
while the profitability, on a pro forma FY 2005 basis, does not
increase as dramatically from the acquisition of SVC.

Also, Armor's sizeable cash and marketable securities balance
declines from $489 million as of March 2006 to pro forma $121
million.  However, Moody's estimates pro forma Debt/EBITDA at
about 3.4 times, which is appropriate for this ratings category.   
EBIT coverage of interest expense, which continues to be heavily
affected by the low coupon payment on a substantial portion of the
company's debt structure, the 2% subordinated convertible notes,
remains very strong at 4.7 times, and free cash flow is
substantially positive, at an estimated 13% of debt.  The coverage
and cash flow metrics are quite strong for the Ba3 rating.

While the credit metrics alone may be supportive of a higher
Corporate Family Rating for Armor, Moody's remains cautious about
risk associated with the integration of recent acquisitions, SVC
in particular, into Armor's operations.  As the Stewart &
Stevenson acquisition represents Armor's first opportunity to be
the actual OEM of a major military equipment platform, rather than
a component supplier and integrator to those platforms, Moody's
believes that there is some risk that the full integration process
may be more costly or prolonged than planned, as is often the case
with many transformational acquisitions in the defense and
industrial sectors.

Moreover, considering tighter traditional operating margins
associated with Stewart & Stevenson's vehicle manufacturing
business compared to those of Armor's Aerospace and Defense
division, Moody's believes that Armor will have to get a
significant amount of savings out of synergies and production
improvements in order to keep overall margins at pre-acquisition
levels.

Moody's recognizes, however, the long-term relationship that Armor
has had with SVC as an important components integrator, which
suggests a higher likelihood of a smoother transition process and
quicker realization of cost improvements.  Moreover, Moody's
anticipates that demand for Stewart & Stevenson's Family of Medium
Tactical Vehicles and Light Tactical Vehicles will remain strong
over the near to medium term, suggesting stronger contributions in
operating results from this business segment going forward.

Moody's assesses Armor's liquidity to be very good relative to the
company's near term working capital and cash flow needs.   Despite
a significant use of the company's cash to partially fund the SVC
acquisition, Armor is expected to have a substantial cash balance
on close, while the company has demonstrated a capability to
generate relatively strong and stable levels of free cash flow,
reflecting only modest working capital usage and CAPEX
requirements despite sharp demand growth for its armor products.

Moody's expects that Armor's free cash flow will be at
approximately the same levels over the next 12 to 18 months,
assuming Stewart & Stevenson improves and performs as expected,
implying ample ability to cover all but large unexpected CAPEX or
working capital requirements through internally-generated sources
of cash.  Also, the company's $425 million revolving facility is
estimated to considerably exceed any of Armor's operating needs,
and could be used as short term financing for future acquisitions.  
The senior secured credit facilities will be governed by certain
restrictive financial covenants, under which Moody's expects the
company to have comfortable room over the near term.

The B1 rating on the proposed senior subordinated notes, one notch
below the Corporate Family Rating and the same as the ratings on
the existing subordinated notes, reflects the preponderance of the
company's debt structure comprised by this class of debt resulting
from the re-financing transactions.   These notes will be
guaranteed by certain of the company's current and future domestic
subsidiaries.

Assignments:

Issuer: Armor Holdings Inc.

   * Senior Subordinated Regular Bond/Debenture, Assigned B1

Outlook Actions:

Issuer: Armor Holdings Inc.

   * Outlook, Changed To Stable From Rating Under Review

Confirmations:

Issuer: Armor Holdings Inc.

   * Corporate Family Rating, Confirmed at Ba3

   * Senior Subordinated Conv./Exch. Bond/Debenture,
     Confirmed at B1

   * Senior Subordinated Regular Bond/Debenture, Confirmed at B1

Armor Holdings, headquartered in Jacksonville, Florida, is a
manufacturer and provider of security products, vehicle armoring
systems, and security risk management services.  The company had
LTM March 2006 revenues of $1.7 billion.


BIJOU-MARKET: Employs John Espedal as Special Business Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
gave Bijou-Market, LLC, permission to hire John Espedal, Esq., as
its special business counsel.  

The Debtor tells the Court that it has relied on Mr. Espedal to
address issues of compliance with all city and county of San
Francisco regulation and regulatory bodies, ranging from
permitting to zoning and operational procedures.  The Debtor's
business is acutely sensitive to the local regulatory enforcement.

Recently, the City and County of San Francisco required correction
of various planning permitting and zoning requirements, including
the upgrading of fire protection systems on site and related
improvements.  Mr. Espedal has been primarily responsible for
addressing and coordinating the Debtor's response to this required
construction and improvement, and ensuring that it is prosecuted
in a manner acceptable to the appropriate authorities.  

In addition, Mr. Espedal has been responsible for operation issues
including incidents with customers, police and employees.

Mr. Espedal charges $275 per hour.  Mr. Espedal assured the Court
that he doesn't hold material interest adverse to the Debtor's
estate and is "disinterested" as define 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.


BLUEJAY LAWN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Bluejay Lawn & Landscape, LLC
        c/o Douglas E. Quinn
        1601 Dodge Street, Suite 3700
        Omaha, Northeast 68102
        Tel: (402) 341-3070

Bankruptcy Case No.: 06-80874

Type of Business: The Debtor is a landscaping company that offers
                  professional architectural services for complex
                  designs on larger landscaping projects.
                  See http://www.bluejaylawn.com/

Chapter 11 Petition Date: June 21, 2006

Court: District of Nebraska (Omaha Office)

Debtor's Counsel: Douglas E. Quinn, Esq.
                  McGrath, North, Mullin & Kratz, P.C. L.L.O.
                  First National Tower, Suite 3700
                  1601 Dodge Street
                  Omaha, Nebraska 68102-1637
                  Tel: (402) 341-3070
                  Fax: (402) 341-0216

Total Assets: $1,006,347

Total Debts:  $1,614,602

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Nebraska Department of Revenue   Tax                   $133,277
Bankruptcy Unit
P.O. Box 94818
Lincoln, NE 68509-4818

Logan Valley Sod                 Trade Debt             $33,815
20315 High Country Road
Bennington, NE 68007

Heritage Nursery                 Trade Debt             $32,791
1221 Center Street
Elkhorn, NE 68022

U.S. Bank                        Trade Debt             $30,958

MBNA (Textron)                   Trade Debt             $30,083

Landgraphics, Inc.               Trade Debt             $21,473

Wood Duck Tree Farms             Trade Debt             $19,293

Ronald Eike                      Trade Debt             $18,575

GM Cardmember Services           Trade Debt             $17,039

John Deere                       Trade Debt             $15,636

Iowa Department of Revenue       Tax                    $15,000

Island Sprinkler Supply          Trade Debt              $9,834

Douglas Country Treasurer        Tax                     $9,442

Cardmember Services              Trade Debt              $9,277

Insearch                         Trade Debt              $8,000

The Rock Place, LP               Trade Debt              $7,739

Acuity                           Trade Debt              $7,184

Lutz & Co.                       Trade Debt              $6,096

Dex Media, Inc.                  Trade Debt              $5,471

Lesco Service Center #414        Trade Debt              $5,269


BWAY CORP: Acquires Industrial Containers Plastic & Steel Pail Biz
------------------------------------------------------------------
BWAY Corporation and Industrial Containers Ltd. signed a
definitive agreement providing for a subsidiary of BWAY to acquire
substantially all of the assets, and certain liabilities, of ICL's
plastic and steel general line pail business.  It is anticipated
that ICL's operating management will continue to operate this
business following the closing.

ICL, headquartered in Toronto, Ontario, is the leading producer of
both plastic and metal pails in Canada.  Sales for ICL's three
pail-manufacturing plants in 2005 were CDN$70 million, with
plastic pails representing the largest share of the total.  ICL
also operates a steel drum manufacturing business, which will not
be acquired by BWAY.

"The acquisition of ICL's general line plastic and steel pail
business is an important step in meeting our growth and
diversification objectives," Mr. Jean-Pierre Ergas, BWAY
Corporation's Chairman and Chief Executive Officer, stated.  
"BWAY's 2004 acquisition of NAMPAC expanded the Company's product
offering to include general line rigid plastic packaging.  The ICL
acquisition provides BWAY geographic expansion of our current
rigid packaging markets.  We believe this investment in ICL,
combined with the NAMPAC investment in general line rigid plastic
packaging, significantly improves our ability to serve the North
American general line packaging market, and demonstrates our
continuing commitment to our industry."

In connection with the acquisition, the Company obtained a
commitment for a senior secured bank loan facility that will fund
the acquisition of ICL, pay related transaction costs, and
refinance the Company's existing credit facility.  The financing
is subject to usual closing conditions.

The closing of the acquisition, which the Company expects to
complete in July, is subject to customary conditions, including
the consummation of the bank financing.

Based in Atlanta, Ga., BWAY Corporation --http://www.nampac.com/
-- is a leading manufacturer of steel and plastic containers for
the general line category of the North American container
industry.  Revenues for the twelve months ended April 2, 2006 were
US$874 million.

                          *     *     *

As reported in the Troubled Company Reporter on June 21, 2006,
Moody's Investors Service affirmed the B1 corporate family rating
of BWAY Corporation, assigned a Ba3 rating to BWAY's proposed
$295 million in first lien credit facilities, affirmed the B3
rating on BWAY's $200 million 10% senior subordinated notes due
2010, withdrew ratings on BWAY's existing senior secured credit
facility, and changed the ratings outlook to positive from stable.


CALPINE CORP: Judge Directs Union Carbide to Pay Prepetition Debt
-----------------------------------------------------------------
The Hon. Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York directs Union Carbide Corporation to
pay $177,716 to Texas City Cogeneration LP in satisfaction of its
prepetition obligation in relation to the Steam Agreement.

As reported in the Troubled Company Reporter on June 8, 2006,
Texas Cogeneration Company owns all of the equity of Clear
Lake Cogeneration, L.P., a debtor-affiliate of Calpine
Corporation, and Texas City Cogeneration.

Texas City Cogeneration, which operates a cogeneration plant on
land leased from Union Carbide, sells steam to UCC.  Based on the
configuration of the Texas City Facility, Texas City Cogeneration
must run its combustion turbines to generate steam for UCC around
the clock.  

Revenues from the sale of steam to UCC and the sale of
electricity to other parties are not sufficient to cover the
costs of generation.  Thus, except in certain periods in which
electricity is in great demand, under the current Steam
Agreement, the Texas City Facility generally operates at a loss,
Bennett L. Spiegel, Esq., at Kirkland & Ellis LLP, in Los
Angeles, California, explains.

The Debtors negotiated a short-term, interim Master Power
Purchase Agreement with Dow Pipeline Company, an affiliate of
UCC, pursuant to which Texas City Cogeneration provides
electricity to Dow Pipeline and Dow Pipeline delivers natural gas
to Texas City Cogeneration and covers Texas City Cogeneration's
operating costs.  The Master Power Purchase Agreement enabled
Texas City Cogeneration to meet its steam obligations to UCC
under the Current Steam Agreement.  However, because the Master
Power Purchase Agreement is costly to Dow Pipeline and does not
generate a profit for the Debtors, neither the Debtors nor Dow
Pipeline have agreed to operate indefinitely under the Master
Power Purchase Agreement.

To address all of these issues and to facilitate a reorganization
of Texas City Cogeneration's arrangements, the Debtors engaged in
several months of good faith, arm's-length negotiations.  As a
result, the Debtors determined that amendments to existing
contracts would be necessary.

The proposed amendments are:

   (1) Second Amendment to Steam Agreement

       -- reduces the amount of steam that Texas City
          Cogeneration must supply to UCC, thereby reducing the
          costs associated with the 24-hour operation of two
          turbines;

       -- increases the price of steam charged to UCC;

       -- modifies the term of the Steam Agreement to extend it
          10 years from the Effective Date of the Second
          Amendment;

       -- grants UCC the ability to dispatch a second turbine for  
          incremental steam needs or reliability needs, with UCC
          paying for the incremental costs, including any losses
          from power sales as a result if such dispatch;

       -- provides for a Take or Pay of 400 kpph on an
          instantaneous basis; and

       -- requires Texas City Cogeneration to burn a limited
          quantity of off-gas, priced at 15% below the amended
          price of natural gas.

   (2) Amendment to Ground Lease

       -- modifies the term of the Ground Lease so that it
          expires 15 years from the Effective Date of the Second
          Amendment to the Steam Agreement, rather than five
          years after termination of the Steam Agreement; and

       -- provides Texas City Cogeneration with one year to
          perform certain restoration obligations under the
          Ground Lease in the event it is terminated.

   (3) Amendment to Refinery Gas Agreement

       -- allow Texas City Cogeneration to accept third-party gas
          up to a maximum rate of 250MMBtu/hour and an annual
          maximum quantity of 210,000 MMBtu for use in its heat
          recovery steam generators.

   (4) Amendment to the Confidentiality Agreement

       -- extends the confidentiality obligations through the end
          of the term of the Refinery Gas Agreement.

                         Judge's Decree

To the extent necessary, the automatic stay is lifted to allow
Union Carbide to exercise its setoff rights with respect to
prepetition amounts due and owing between UCC and Texas City.

The Court clarifies that Texas City and Union Carbide may not
assign those agreements without the prior consent of the other
party.

The Settlement Agreement between Union Carbide and Northern
Cogeneration One Company is filed under seal with the Court.

                       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.  (Calpine Bankruptcy News, Issue No. 18;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Wants Court to Approve Settlement With CIT Parties
----------------------------------------------------------------
South Point Energy Center, LLC, Broad River Energy LLC, and
Calpine Corporation ask the U.S. Bankruptcy Court for the Southern
District of New York to:

   (a) approve the terms of a settlement agreement they entered
       into with the Owner Lessors and Owner Participants under
       the leveraged lease transactions for the Broad River and
       South Point Facilities to:

          * amend certain executory contracts and unexpired non-
            residential real property leases related to the Broad
            River and South Point Facilities;

          * assume the Contracts, as amended; and

          * grant a temporary security interest in and to
            subsequently assign the Power Purchase Agreements
            dated December 31, 1998, and July 7, 2000, between
            Broad River and Carolina Power and Light Company to
            the Owner Lessors as security; and

   (b) authorize and approve each of the Cure Amounts associated
       with the Assumed Contracts.

Bennett L. Spiegel, Esq., at Kirkland & Ellis LLP, in New York,
relates that Broad River operates and maintains an 847-megawatt
gas-fired combined cycle power plant near Gaffney, South
Carolina, while South Point operates and maintains a 530-megawatt
gas-fired combined cycle power plant near Mojave Valley, Arizona.

The Power Plant Facilities are owned by four separate legal
entities, comprising the Owner Lessors.  Each Owner Lessor owns
an undivided 25% ownership interest in the facilities.  An Owner
Participant owns the equity interest in each Owner Lessor.  CIT
Group USA, Inc., indirectly owns the equity interests in the
Owner Lessors.

The South Point Owner Lessors are South Point OL-1, LLC, South
Point OL-2, LLC, South Point OL-3, LLC, and South Point OL-4,
LLC, while the Broad River Owner Lessors are Broad River OL-1,
LLC, Broad River OL-2, LLC, Broad River OL-3, LLC, and Broad
River OL-4, LLC.  The Owner Participants are SBR PR-1, LLC, SBR
PR-2, LLC, SBR PR-3, LLC, and SBR PR-4, LLC.

Calpine Corporation is a guarantor of the obligations of both
South Point and Broad River under their own facility lease
agreements and site leases.

The Owner Lessors entered into a collateral trust indenture,
pursuant to which they issued Lessor Notes to a Pass Through
Trust, which in turn issued pass through certificates to
investors.

The Certificate Holders contributed cash to the Owner Lessors who
used the money to fund the leveraged lease transactions.  The
Certificate Holders are paid through the Pass Through Trust with
the rent payments assigned to the Indenture Trustee.

Mr. Spiegel asserts that the Power Plant Facilities are valuable
to the Debtors' estates.  The combined equity value of the two
Projects is estimated to range from $148,000,000 to $231,000,000
on a pre-tax basis.  In addition, through the year 2015, the
Projects are estimated to produce more than $260,000,000 in
positive cash flow on a pre-tax basis.

Thus, the Debtors have determined that it is necessary to assume
the contracts relating to the Facilities.

A list of the Contracts to be assumed is available for free
at http://ResearchArchives.com/t/s?bec

However, the lease agreements relating to the Facilities are
subject to cross default provisions between South Point and Broad
River, as well as another leveraged transaction between the Owner
Lessors, the Owner Participants and Debtor RockGen Energy LLC.

Currently, the Calpine Parties are in default under the RockGen,
South Point and Broad River leases on account of the commencement
of these Chapter 11 cases.  RockGen is also in default under its
lease for failure to pay rent due May 30, 2006.  Because of the
cross-default provisions, RockGen's failure to pay rent also
constitutes a default under the South Point and Broad River
Leases.

To resolve their dispute, the Debtors have entered into the
Settlement Agreement with the Owner Lessors and Owner
Participants, which generally provides that:

   (a) The Owner Lessors and Owner Participants will exercise
       their rights under the Broad River and South Point
       Collateral Trust Indentures to purchase the Broad River
       and South Point Lessor Notes;

   (b) Immediately after consummation of the purchase, the Owner
       Lessors will waive all cross defaults under the Assumed
       Contracts as well as other defaults identified in the
       Settlement Agreement;

   (c) In exchange for the waiver of defaults, the Calpine
       Parties, on the Effective Date, will pledge, on a first
       priority basis, the Broad River PPAs as collateral to each
       of the Broad River Owner Lessors as security for the
       payment and performance when due by Broad River of its
       obligations under the Broad River leveraged lease
       transaction documents;

   (d) Upon receipt of the Federal Energy Regulatory Commission's
       approval of the Federal Power Act Section application,
       Broad River will assign its rights, title and interest to
       the Broad River PPAs to the Owner Lessors, provided that
       the Owner Lessors will then sub-assign all of their
       rights, title and interest to the Broad River PPAs back to
       Broad River for the duration of the Broad River leases;

   (e) Upon emergence from bankruptcy, Calpine will provide a
       guaranty of the Broad River and South Point obligations
       pursuant to the Settlement Agreement;

   (f) The Calpine Parties will pay the CIT Parties' reasonable
       and documented expenses in the aggregate amount not
       exceeding $500,000, relating to and arising from the
       negotiation and implementation of the Settlement
       Agreement; and

   (g) The Debtors will pay the Cure Amounts to the applicable
       counterparty for each Assumed Contract.

A full text-copy of the Calpine-CIT Settlement is available for
free at http://ResearchArchives.com/t/s?bed

Mr. Bennett advises that the current deadline by which the
Debtors must assume or reject their unexpired leases and
executory contracts is July 18, 2006.

If the Settlement Agreement is not approved and the Contracts are
not assumed, Mr. Bennett asserts that the Debtors risk running up
against the July 18 lease decision deadline, and having to
litigate the severability of the cross default provisions in the
lease agreements relating to the South Point and Broad River
Facilities.

                       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
includewholesale 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. (Calpine Bankruptcy News, Issue No. 18
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Wants Relief from First Lien Trustee's Counsel Fees
-----------------------------------------------------------------
Calpine Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to modify the Cash
Collateral Order to relieve them from any obligation to pay Law
Debenture Trust Company of News York's, as First Lien Trustee,
professional fees and disbursements, nunc pro tunc to May 26,
2006.

The Cash Collateral Order provides that the Debtors will pay all
reasonable fees and disbursements of counsel for and financial
advisor to the Trustee of their 9.625% First Priority Senior
Secured Notes due 2014 -- the First Lien.

With the Court's consent, the Debtors have repaid the
$646,110,000 outstanding principal of their First Lien Debt,
Matthew A. Cantor, Esq., at Kirkland & Ellis LLP, in New York,
relates.  The Debtors' repayment of all First Lien Debt principal
and interest has eliminated the burden of the negative interest
rate spread between the Debtors' various capital sources and
obligations.  

Mr. Cantor says that the Debtors have provided the ultimate form
of adequate protection by repaying the entire amount of the First
Lien Debt.  Thus, the First Lien Noteholders no longer have a
secured interest in the Debtors' property.

However, the First Lien Trustee's professional fees remain and
are intensifying, Mr. Cantors asserts.  As of February 2006, the
First Lien Trustee's professional fees total $350,835.  The
Debtors expect that the next monthly bill for the First Lien
Trustee's administrative expenses would soar to $470,000.

At most, Mr. Cantor maintains, the First Lien Noteholders' only
stake in the Debtors' Cash Collateral is the disputed Makewhole
Premium Demand whose ongoing interest is $96,000,000.  The Court
did not rule on the matter since the First Lien Trustee has
already initiated an adversary proceeding on the issue.

Mr. Cantor notes that the First Lien Trustee may argue that the
Makewhole Premium Demand comprises a claim, but that argument
would not require denial of the Debtors' request because the
First Lien Debt principal has been repaid and the Debtors possess
more than sufficient collateral to pay the First Lien Noteholders
the full amount of the alleged Makewhole Premium Demand.

Mr. Cantor adds that the Debtors should not be required to fund a
creditor's attempt to prove that it has security interests in the
Debtors' property.

The First Lien Noteholders will suffer no harm if the Court
ultimately determines that the Debtors are obligated to pay the
Makewhole Premium Demand, Mr. Cantor says.  In that event, the
First Lien Trustee could petition the Court to order the Debtors
to reimburse the First Lien Trustee's reasonable legal costs.

Furthermore, the Debtors' payment of the First Lien Trustee's
professionals' fees merely incentivizes it to engage in continued
litigation -- and on a matter for which they no longer need
adequate protection, Mr. Cantor notes.

                 Creditors Committee Supports Debtors

The Official Committee of Unsecured Creditors agrees with the
Debtors that the First Lien Noteholders and Law Debenture do not
deserve any reimbursement of their professionals since adequate
protection has already been provided by the Debtors' repayment of
the First Lien Debt.

The Committee also supports the Debtors' arguments that if the
Court determines that the First Lien Noteholders are entitled to
a make-whole premium, the Debtors have enough cash collateral to
repay it.

                  First Lien Trustee Objects

Although the Debtors have paid their First Lien Debt, the First
Lien Trustee asserts that it still retains a secured claim of
nearly $100,000,000 with respect to the Make Whole Premium and
another secured claim arising under the indemnification
provisions of the First Lien Indenture.  Steven B. Levine, Esq.,
at Brown Rudnick Berlack Israels LLP, in Boston, Massachusetts,
argues that the Indemnification Claim is allowable regardless of
whether the First Lien Trustee ultimately prevails on the
litigation concerning its rights to the Make Whole Premium.

The Debtors have asked the First Lien Trustee to withdraw its
objection to the Cash Collateral Order and have offered an
adequate protection package, which included the current payment
of reasonable professional fees.  Mr. Levine argues that the
Debtors' proposal to modify the Cash Collateral Order prejudices
the First Lien Trustee's rights.

Mr. Levine adds that the First Lien Trustee is likely to be found
to have a secured claim for the Make Whole Premium, which is
entitled to adequate protection.  Since the First Lien Trustee is
unambiguous on that issue, the Court is required to interpret it
as written and not consider parole evidence.  Accordingly to Mr.
Levine, adjudicating the Make Whole Premium issue may be done in
a timely and efficient manner if the Debtors and the Creditors
Committee are not allowed to widen the scope of the case by
introducing extraneous issues.

                       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
includewholesale 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. (Calpine Bankruptcy News, Issue No. 18
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CARL YECKEL: Court OKs Delgado Acosta as Trustee's Special Counsel
------------------------------------------------------------------
The Honorable Stacey G. Jernigan of the U.S. Bankruptcy Court for
the Northern District of Texas in Dallas authorized the employment
of Delgado, Acosta, Braden & Jones, P.C., as special counsel of
James W. Cunningham, the Chapter 7 Trustee appointed in Carl
Yeckel's bankruptcy case.

Delgado Acosta will:

   (a) object to the Debtor's exemptions;

   (b) investigate and conduct discovery regarding the existence
       of unscheduled assets and, if necessary, prosecute
       litigation seeking the turnover of those assets;

   (c) investigate, conduct discovery regarding, and, if
       necessary, prosecute litigation regarding the extent and
       validity of the Debtor's spouse's claim of alleged separate
       property; and

   (d) prosecute all claims the Chapter 7 Trustee may have under
       Chapter 5 of the Bankruptcy Code.

Jan Soifer, Esq., a shareholder at Delgado Acosta, disclosed that
the normal billing rates of the Firm's attorneys range between
$200 and 325 per hour and the Firm's fees range from $25,000 to
$250,000.

The Firm has represented, and continues to represent, the Carl B.
and Florence E. King Foundation, possibly the largest creditor of
the Debtor.

The Firm intends to be paid by the King Foundation, but it
reserves the right to seek payment from the bankruptcy estate as a
chapter 7 administrative expense.

The King Foundation has agreed to advance $15,000, subject to a
right of reimbursement under Sections 364(d) and 503(b) of the
Bankruptcy Code.

Mr. Soifer assures the Court that the Firm does not hold or
represent any interest adverse to the Debtor's estate and is
disinterested that term is defined in Section 101(14) of the
Bankruptcy Code.

Residing in Dallas, Texas, Carl Yeckel filed for chapter 11
protection on August 12, 2005 (Bankr. N.D. Tex. Case No.
05-39136).  Eric A. Liepins, Esq., at Eric A. Liepins, P.C., in
Dallas, Texas, represented the Debtor.  When the Debtor filed for
protection from his creditors, he estimated assets between $1
million to $10 million and debts between $10 million to $50
million.  On Nov. 3, 2005, the Court converted the Debtor's
chapter 11 case to a chapter 7 liquidation.  James W. Cunningham
is the Chapter 7 Trustee for Carl Yeckel's bankruptcy estate and
is represented by Charles Brackett Hendricks, Esq., at Cavazos,
Hendricks & Poirot, P.C.


CATHOLIC CHURCH: Portland Wants Estimate on Future Tort Claims
--------------------------------------------------------------
The Archdiocese of Portland in Oregon asks the U.S. Bankruptcy
Court for the District of Oregon to estimate the aggregate amount
of future claims for temporary allowance for purposes of voting,
confirmation and funding of the Archdiocese's third Modified Plan
of Reorganization.

The Archdiocese proposes that the Bankruptcy Court as well as the
U.S. District Court for the District of Oregon estimate the
aggregate number and value of the future claims within the ranges
stated in the report of Hamilton Rabinovitz & Alschuler, Inc.,
entitled "Estimating the Number and Value of Future Child Sex
Abuse Claims Filed Against the Archdiocese of Portland in
Oregon."

HR&A, in its Report, determined high and low values of future
claims against Portland:

   * the low range being between $20,100,000 and $16,700,000 net
     present value, and $27,400,000 and $22,900,000 net present
     value; and

   * the high range being between $37,700,000 and $30,500,000 net
     present value, and $51,600,000 and $41,700,000 net present
     value.

Thomas W. Stilley, Esq., at Sussman Shank LLP, in Portland,
Oregon, notes that HR&A recognizes the difficulty to predict the
values with a high degree of certainty.  

The Archdiocese believes that the:

   -- absolute high end values are unlikely to ever materialize;
      and

   -- number of future claims will be less than projected by
      HR&A.

Mr. Stilley contends that post-bar date claims experience is
significant and should be taken into account by the Bankruptcy
Court and the District Court in arriving at their estimation of a
finite estimated aggregate value, which the Archdiocese will be
required to provide for future claims in its Plan.

At this time, the Archdiocese is aware of only 10 people who have
filed or asserted claims since the bar date, Mr. Stilley notes.
The last claim was filed on March 6, 2006.  No claims have been
filed since that date.

Mr. Stilley says this suggests an anticipated future filing rate
consistent with HR&A's lower bound estimates.  Moreover, certain
of the claims filed are aberrational and cannot be expected to
re-occur.  

If the rate were to continue in the future, with future claims
being filed at an initial rate of approximately 10 claims per
year, and decreasing over time as HR&A predicts, Mr. Stilley
assesses it would militate toward an estimation consistent with
the lower bound estimates in the HR&A Report.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 60; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Portland Wants Tort Panel's Methodology Rejected
-----------------------------------------------------------------
The Tort Claimants Committee insists on "mini-trials" as a
methodology to estimate claims, without making any attempt to
define what that methodology would entail, Thomas W. Stilley,
Esq., at Sussman Shank LLP, in Portland, Oregon, tells the Court.

As reported in the Troubled Company Reporter on June 16, 2006, the
Archdiocese of Portland in Oregon asks the U.S. Bankruptcy Court
for the District of Oregon to approve its methodology estimating
present child sex abuse claims using multiple regression analysis.

National Economic Research Associates, Inc., will perform the
multiple regression analysis.  The Methodology is explained in Dr.
Frederick C. Dunbar's report entitled "Methodology for Estimating
Present Child Sex Abuse Claims against the Archdiocese of Portland
in Oregon" dated May 31, 2006.

A full-text copy of the NERA Report is available for free at:

                http://researcharchives.com/t/s?b65

Thomas W. Stilley, Esq., at Sussman Shank LLP, in Portland,
Oregon, relates that the NERA Methodology and the methodology the
Archdiocese presented to the Court on November 15, 2005, address
estimation issues identified by Judge Perris, including the lack
of pertinent Oregon jury verdicts and the need for an estimation
process that would not require mini-trials for every claim.

That method, Mr. Stilley contends, would be expensive and could
cause years of delay to obtain estimations in conjunction with the
trial schedule already set to liquidate claims.  

By advocating for that result, the Tort Committee has sold out
members of its own constituency who have already settled claims
and others who may wish to settle, in favor of the few who may
prefer to liquidate their claims by trial, Mr. Stilley points out.

The Tort Committee's alternate methodology -- "probable maximum
total liability" -- is also not defined, Mr. Stilley says.  "It is
not a valid nor a recognized estimation methodology, but a fantasy
outcome, in which every variable is heavily biased towards
plaintiffs."

That method is unsustainable because it is not based on any
evidence or analysis, but only on false premises advanced by the
Tort Committee, Mr. Stilley contends.  The facts demonstrate that
almost all cases against United States dioceses have been
liquidated by settlement in the tort system.

The statistics for civil cases shows that only 3% of cases in the
United States and 1.3% of cases in Multnomah County are resolved
via jury trials, Mr. Stilley reports.  Jury verdicts are rare,
occurring only in a small percentage of cases.  

In certain cases against other United States dioceses, the
verdicts have rarely been the final determination of the value of
any claim, Mr. Stilley adds.  Verdicts are only a point in time,
one step in a process of final resolution and determination of
claim value.  

The only relevant evidence in any methodology to determine claims
estimations is evidence of final resolutions, whether by
settlement, trial or otherwise, so long as they are final, Mr.
Stilley points out.  The Tort Committee's "probable maximum total
liability" methodology fails to account for these facts, Mr.
Stilley says.  

The Archdiocese understands that the Bankruptcy Court may be
inclined to estimate toward an upper range of value for purposes
of establishing the aggregate amount that must be made available
for distribution under a plan, Mr. Stilley notes.  

However, it is the responsibility of the Bankruptcy Court and the
U.S. District Court for the District of Oregon to estimate claims
based on evidence, not on unfound speculation, Mr. Stilley
asserts.

The purpose of estimation is to determine the probable value of
the claims, as accurately as possible, so that the Bankruptcy
Court can determine whether the Archdiocese's Plan meets the best
interest of creditors test and so that the Archdiocese and the
Court can determine whether the Debtor can fund a feasible Plan,
Mr. Stilley adds.

The Archdiocese's proposed multiple regression analysis
methodology to be performed by the National Economic Research
Associates, Inc., will place the Archdiocese in a position to
confirm its Plan and commence paying allowed claims before the end
of the year 2006, Mr. Stilley explains.

Therefore, the Archdiocese asks the Bankruptcy Court to deny the
Tort Committee's proposed estimation methodologies for "mini
trials" and to project the Archdiocese's "probable maximum total
liability" for lack of specificity, lack of merit, and lack of
evidence to sustain those proposals.

             Tort Committee Files Estimation Report

Any estimate of tort claims for the purpose of capping
distribution must estimate the Archdiocese of Portland in
Oregon's probable maximum total liability to claimants with
unsettled claims as determined by jury awards, Albert N. Kennedy,
Esq., at Tonkon Torp, LLP, in Portland, Oregon, tells Judge
Perris, on behalf of the Tort Claimants Committee.  

The "probable maximum total liability" methodology, Mr. Kennedy
says, will set a value that is unlikely to be exceeded by actual
jury verdicts.  Because of the relatively small number of claims,
the probability of a few very large jury awards must be
considered.

The Tort Committee's Methodology is explained in a report prepared
by Ronald H. Schmidt and Michael A. Carnall at LECG, LLC.

A full-text copy of the LECG Report is available for free at:

                http://researcharchives.com/t/s?be9

According to Messrs. Schmidt and Carnall, the final choice of
methods to be used in their analysis will depend on the available
data.  They will take three essential steps:

   (1) Estimation of the distributions of relevant past awards
       including jury awards of compensatory as well as punitive
       damage awards;

   (2) Identification and estimation of useful relationships
       between awards across time, geography, venue, severity and
       other characteristics; and

   (3) Estimation of the probable maximum of the Portland awards
       utilizing all of the information about previous claims.

According to Mr. Kennedy, under the Tort Committee's Methodology:

   1. the universe of jury awards in priest abuse cases against
      Catholic Dioceses must be determined.  Although the Tort
      Committee believes it may have identified all jury
      trials involving priest abuse claims against dioceses, it
      is clear that additional investigation must be done;

   2. a sampling of jury trials in Oregon should be conducted;
      and

   3. to the extent possible, individual claim characteristics,
      if any, that are predictive of jury awards should be
      identified.  An assessment of the relationship between any
      of the claim characteristics and jury awards should be
      conducted.  To assist in the identification and assessment
      of any of the claim characteristics, the Tort Committee
      will seek authority to retain additional experts, including
      trial counsel who have tried clergy abuse cases before
      juries.

Mr. Kennedy says significant fact investigation and discovery will
be required prior to trial.  Expert reports will need to be
prepared and exchanged. Depositions of experts will also be
required.

The Tort Committee reiterates its concern that any method of
estimation will be inherently uncertain, expensive and time-
consuming.  Mr. Kennedy notes that the uncertainty and expense is
compounded by the fact that both compensatory damages and punitive
damages must be estimated.

        Tort Committee Criticizes Archdiocese's Estimation

Mr. Kennedy asserts that the Archdiocese's proposed method is
inadequate because it essentially averages prepetition
settlements.  The Archdiocese's method ignores the fact that it
seeks to estimate unsettled claims, not settled claims.  Settled
claims do not need to be estimated.

Holders of unsettled claims have a constitutional right to a jury
trial, Mr. Kennedy points out.  The Archdiocese seeks to deny that
right by imposing forced settlement values as a cap on claimants
that have not settled.

The Archdiocese's average is based on the wrong population,
Mr. Kennedy contends.  The Archdiocese wants to impose average
settlement amounts drawn from people who have settled on people
who have not settled.  Claimants holding unresolved claims have
not settled.  Many of the claimants have participated in
mediation.  Some have participated in more than one mediation.
None have settled their claims.  Consequently, the current
claimants have not behaved in the way that prior settling
claimants behaved.

There is no unfairness to the Archdiocese in assuming that holders
of unsettled claims will not settle, Mr. Kennedy says.  The
Archdiocese can disprove that assumption with respect to any
claimant at any time.  The Archdiocese can turn an unsettled claim
into a settled claim merely by settling.

The Archdiocese's proposed method does not attempt to estimate the
probable maximum of its liability, Mr. Kennedy adds.  On the
contrary, the purpose of the Archdiocese's estimation motion and
proposed method is to minimize its liability.

          LECG Report Must Be Stricken, Archdiocese Says

The Archdiocese asks Judge Perris to strike out the LECG Report
because the Tort Committee failed to submit the Report by the
May 31, 2006, deadline.  The LECG Report was filed June 12, 2006.

The Archdiocese also asks the Bankruptcy Court to preclude the
LECG experts from testifying at the June 16, 2006, hearing
regarding any aspect of the Tort Committee's Methodology.

Mr. Stilley says certain portions of the LECG Report, which are
offered for rebuttal to the NERA Report, are timely, but the
remainder is not.  

The rebuttal must directly address the opinions offered by the
Archdiocese's experts and must be intended solely to contradict or
rebut evidence on the same subject matter identified in NERA's
Report, Mr. Stilley explains.  To the extent the LECG Report
addresses the Tort Committee's "probable maximum total liability"
methodology, it does not meet the criteria for rebuttal evidence.

The Tort Committee intended not to comply with the deadline to be
able to review NERA's report and respond to it without giving the
Archdiocese the same opportunity to respond to LECG's report.

If the Bankruptcy Court does not strike the LECG Report, the
Archdiocese asks Judge Perris to bifurcate the June 16 hearing.  
The Archdiocese asks Judge Perris to permit it to present its
methodology on June 16, and set another hearing for the Tort
Committee's Methodology.  

The Archdiocese wants two weeks to investigate, study, prepare to
cross-examine, and submit its response prior to a hearing on the
LECG Report.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 60; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CCM MERGER: High Debt Levels Prompt S&P to Downgrade Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Detroit-based casino owner and operator CCM Merger Inc., including
its corporate credit rating to 'B' from 'B+'.

Additionally, all ratings were removed from CreditWatch where
they were placed with negative implications on April 7, 2006.  
The outlook is stable.

"The downgrade reflects Standard & Poor's assessment that the
combination of weaker-than-expected operating performance during
2005, a highly competitive operating environment in the Detroit
market, and high debt levels associated with the ongoing expansion
project, have resulted in higher-than-expected near-term peak debt
leverage that would no longer be consistent with the former
rating," said Standard & Poor's credit analyst Michael Scerbo.

As a result of the 6% gaming tax increase effective Sept. 1, 2004,
and a much more aggressive marketing environment by competitors,
CCM's earnings during 2005 declined materially from the prior year
despite revenues remaining relatively flat.  This competitive
environment continued during the first quarter of 2006 and is
likely to remain the case in the near to intermediate term.  
Still, over the long term, the market is expected to stabilize,
which will enable CCM to reduce debt balances once the expansion
of its gaming facility is complete.

However, during the expansionary period, CCM's adjusted total debt
to EBITDA is expected to reach 8x in 2006, before potentially
declining to levels more appropriate for the new rating in
subsequent years.  Operating disruptions associated with
construction are expected to be limited, given the location of the
expansion behind the current facility.


CLARET TRUST: DBRS Confirms Low-B Ratings on 6 Class Certificates
-----------------------------------------------------------------
Dominion Bond Rating Service finalized the ratings at AAA through
B (low) as indicated above to the various classes of Claret Trust,
Series 2006-1 Commercial Mortgage Pass-Through Certificates.  The
X class is notional.  The trend is Stable.

Class A Provisional Rating - AAA
Class X Provisional Rating - AAA
Class B Provisional Rating - AA
Class C Provisional Rating - A
Class D Provisional Rating - BBB
Class E Provisional Rating - BBB (low)
Class F Provisional Rating - BB (high)
Class G Provisional Rating - BB
Class H Provisional Rating - BB (low)
Class J Provisional Rating - B (high)
Class K Provisional Rating - B
Class L Provisional Rating - B (low) Stb

The collateral consists of 105 fixed-rate loans secured by 111
multi-family and commercial properties.  The portfolio has a
balance of C$379,593,822. The loans were originated from 1998 to
2005 on a portfolio lending basis with the intent being to hold
them on balance sheet.  Therefore, the pool is well-seasoned with
the weighted average seasoning for the pool being 42 months.

No loan has had a delinquent monthly payment in excess of 30 days
from the later of three years prior to the Cut-Off Date or the
date of origination of the loan. Although all of the third-party
reports are as of each loan's respective origination date, DBRS
underwrote sampled loans based on current market data from
commercial real estate market sources and underwrote the higher of
the engineer's recommended capital expenditure psf when available
or the standard DBRS underwriting parameters based on property
type.  Additionally, Canadian Imperial Bank of Commerce will
provide Reps and Warrants addressing these collateral's short
comings.

The pool is more diverse than the average conduit product, with
the largest loan representing 3.6% of the pool balance and the
largest ten loans together representing 26.5% of the pool balance.

DBRS shadow-rated thirteen loans, representing 19.5% of the pool,
investment-grade.  The investment-grade shadow-rated loans
indicate the long-term stability of the underlying assets. The
shadow-rated investment-grade ratings assigned by DBRS:

   (1) Control No. 4, shadow-rated BBB.
   (2) Control No. 17 & 41, shadow-rated BBB.
   (3) Control No. 8, shadow-rated BBB.
   (4) Control No. 10, shadow-rated BBB.
   (5) Control No. 15, shadow-rated BBB.
   (6) Control No. 16, shadow-rated BBB.
   (7) Control No. 22, shadow-rated BBB (high).
   (8) Control No. 27, shadow-rated BBB.
   (9) Control No. 36, shadow-rated BBB.
   (10) Control No. 37, shadow-rated BBB.
   (11) Control No. 43, shadow-rated BBB.
   (12) Control No. 56, shadow-rated BBB.
   (13) Control No. 75, shadow-rated AA.

Eighty-six per cent of the pool provides for full or partial
recourse to the loans.  The weighted-average DBRS-stressed term
debt service coverage ratio is 1.51 times, the weighted-average
DBRS-stressed Refi DSCR is 2.03 times.  The DBRS-stressed
loan-to-value is 62.8%.


CLECO CORP: Earns $12.2 Million in Quarter Ended March 31
----------------------------------------------------------
Cleco Corp. reported $12.1 million of net income on $223.4 million
of revenues for the three months ended March 31, 2006, compared to
$9.6 million of net income on $172.1 million of revenues for the
same period in 2005.

At March 31, 2006, the Company's balance sheet showed $2.1 billion
in total assets and $1.4 billion in total liabilities.  As of
March 31, 2006, Cleco's long-term debt outstanding was
$649.6 million.

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

                        About Cleco Corp.

Headquartered in Pineville, Louisiana, Cleco Corp. --
http://www.cleco.com/-- is a regional energy provider, which  
operates a regulated electric utility company that serves about
267,000 customers across the state.  Cleco also operates a
wholesale energy business that has approximately 1,350 megawatts
of generating capacity.

On March 24, 2003, Moody's Investors Service assigned a Ba2 rating
to Cleco Corp.'s Preferred Stock.


COMM SOUTH: Ch. 7 Trustee Hires Stone & Baxter as Special Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
allowed Marla C. Reynolds, the chapter 7 Trustee appointed in
Comm South Companies, Inc., and its debtor-affiliates' liquidation
proceedings, to employ Stone & Baxter, L.L.P. as her special
counsel.

Stone & Baxter will:

    a. file application for recovery of escrowed funds with
       Georgia Public Service Commission;

    b. appear before Georgia PSC's Telecommunications Committee if
       necessary in support of the Application;

    c. appear before bi-monthly meeting of Georgia PSC's
       Administrative Session to secure the necessary Order to
       release funds;

    d. perform all other actions necessary to recover bonds and
       cash escrows held on behalf of the Debtors' Estates by
       Georgia, including but not limited to delivering an
       executed order to any banking institution currently in
       possession of escrowed funds; and

    e. perform any other services commensurate with the Debtors'
       needs and Stone & Baxter's expert knowledge in connection
       with telecommunications and bonding issues.

D. Mark Baxter, Esq., a partner at Stone & Baxter, told the Court
that the Firm will be paid a flat fee of $3,000 for the Firm's
engagement.

To the best of the Trustee's knowledge, the Firm is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                About Comm South Companies Inc.

Headquartered in Dallas, Texas, Comm South Companies, Inc., is a
telecommunications company providing local and long distance
telephone service for both residential and commercial users.  The
Company and its debtor-affiliates filed for chapter 11 protection
on September 19, 2003 (Bankr. N.D. Tex. Case No. 03-39496).
Terrance Ponsford, Esq., at Sheppard Mullin Richter and Hampton,
LLP, represents the Debtors.  When the Company filed for
protection from its creditors, it estimated assets of $1 million
to &10 million and debts of $50 million to $100 million.

The Debtors' chapter 11 cases were converted to chapter 7
liquidation proceedings on Sept. 7, 2005.  Marla C. Reynolds, the
chapter 7 Trustee, is represented by Claude D. Smith, Esq., at
Campbell & Cobbe, P.C.


CONGOLEUM: Court Adjourns Disclosure Statement Hearing to July 13
-----------------------------------------------------------------
The Hon. Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey adjourned, until July 13, 2006, the hearing
to determine the adequacy of the disclosure statements explaining:

    * Congoleum Corp. and its debtor-affiliates' Eighth Modified
      Joint Chapter 11 Plan of Reorganization;

    * The Official Committee of Bondholders' First Modified Joint
      Chapter 11 Plan of Reorganization; and

    * Continental Casualty Company and Continental Insurance
      Company's First Modified Joint Chapter 11 Plan of
      Reorganization.

                      Debtors' Plan

Under the Debtors' Plan, Administrative Claims, Priority Tax
Claims, and Priority Claims will be paid in full.

Holders of Lender Secured Claims will have their existing credit
agreements amended and restated in accordance with the terms of
the Amended Credit Agreement.  Holders of these claims will be
entitled to all rights and benefits under the Amended Credit
Agreement.  The Debtors tell the Court that if they are unable to
agree on the terms of the Amended Credit Agreement with the
holders of the lender secured claims on the confirmation hearing,
then holders of these claims will be paid in full.

Holder of Other Secured Claims will retain their unaltered legal,
equitable and contractual rights, including but not limited to,
any liens that secure their claim.

Senior Note Claims will be reinstated, provided, that:

    (i) the maturity date of the Senior Notes will be extended to
        Aug. 1, 2011; and

   (ii) holders of Senior Note Claims will receive, less
        $10 million:

        (a) all accrued and unpaid interest on the Senior Notes
            from the Dec. 31, 2003, through and including the
            interest payment date immediately preceding the
            effective date; and

        (b) any accrued and unpaid applicable default interest in
            accordance with the Indenture from Dec. 31, 2003,
            through and including the effective date,

The Debtors say that all interest accruing on the Senior Notes
from interest payment date preceding the effective date will be
paid on the next succeeding interest payment date after the
effective date and thereafter interest will be paid in accordance
with the Indenture.  In addition, any funds recovered by the
Debtors on account of judgments against Gilbert Heintz & Randolph
LLP and The Kenesis Group LLC, will be paid to the holders of the
Senior Note Claims.

Holders of General Unsecured Claims that remain unpaid prior to
the effective date will retain their unaltered legal, equitable
and contractual rights and the claims will be reinstated.

Workers' Compensation Claims will be paid in the ordinary course
pursuant to rights that exist under any state workers'
compensation system or laws applicable to the claims.

Holders of ABI Claims will receive these treatments:

    (a) all ABI Claims, other than ABI Asbestos Personal
        Injury Indemnity Claims, ABI Asbestos Property Damage
        Indemnity Claims and Other ABI Asbestos Claims, will be
        reinstated;

    (b) the ABI Asbestos Personal Injury Indemnity Claims will be
        channeled to and become the obligations of the Plan Trust,
        and be payable in accordance with the terms of the Plan
        and the TDP; and

    (c) the ABI Asbestos Property Damage Indemnity Claims and
        Other ABI Asbestos Claims will be deemed disallowed and
        expunged.

On the effective date, all liability for Asbestos Property Damage
Claims will be assumed by the Plan Trust.  Holders of these claims
will be paid solely from the Asbestos Property Damage Claim Sub-
Account and after all assets in the Sub-Account have been
exhausted, the Plan Trust shall have no further liability or
obligation with respect to any these claims.

Holders of Congoleum Interests will retain their interests
provided that on the effective date, the New Class A Common Stock
and the New Convertible Security contributed to the Plan Trust
will be issued.

Holders of Subsidiary Interests will retain their interests.

On the effective date, the Plan Trust will assume all liability
for Secured Asbestos Claims of Qualified Claimants.  Each
Qualified Claimant will have irrevocably consented or be deemed to
have irrevocably consented to the Forbearance of his, her or its
rights, if any, under the respective Pre-Petition Settlement
Agreements or Claimant Agreement, as applicable, and his, her or
its rights, if any, under the Collateral Trust Agreement and the
Security Agreement by failing to timely object to such Forbearance
upon notice thereof in accordance with procedures established by
the Bankruptcy Court.  The Forbearance will become irrevocable
upon occurrence.

The Secured Asbestos Claim will be determined, liquidated and
treated pursuant to the Plan Trust Agreement and the TDP without
priority of payment and in all respects pari passu with the
Unsecured Asbestos Personal Injury Claims.

Unsecured Asbestos Personal Injury will receive the same treatment
as Secured Asbestos Claims of Qualified Claimants.

A full-text copy of the Debtors' Disclosure Statement and Eighth
Modified Joint Chapter 11 Plan of Reorganization is available for
free at http://ResearchArchives.com/t/s?852

                        Bondholders' Plan

Under the Bondholders' Plan, all claims will receive the same
treatment as stated in the Debtors' plan with the exception of
Senior Note Claims being reinstated and all accrued and unpaid
prepetition and postpetition interest, plus all applicable fees
and costs of the Indenture Trustee, will be paid in full in cash.

The Bondholders say that in the alternative, Reorganized Congoleum
will:

    * redeem the Senior Notes in accordance with the terms of the
      Indenture,

    * pay the Indenture Trustee, and

    * pay the holders of Senior Note Claims in full and in cash,
      the redemption price as set forth in the terms of the
      Security (as defined in the Indenture), together with
      accrued and unpaid prepetition and Postpetition Interest,
      plus all applicable fees and costs of the Indenture Trustee.

A full-text copy of the Bondholders Committee's Disclosure
Statement explaining its First Modified Joint Chapter 11 Plan of
Reorganization is available for a fee at:

   http://www.researcharchives.com/bin/download?id=060427053822

                         Insurers' Plan

Under the Insurers' Plan, these claims receive the same treatment
as described in the other plans:

    * Administrative Claims;
    * Priority Tax Claims;
    * Priority Claims;
    * Other Secured Claims;
    * Workers' Compensation Claims;
    * General Unsecured Claims;
    * Senior Note Claims;
    * Asbestos Property Damage Claims; and
    * Subsidiary Interest.

Holders of Lender Secured Claims will receive these treatments:

    * lenders' Existing Credit Agreement will remain in full force
      and effect;

    * Reorganized Congoleum will make all payments to holders of
      the claims as they become due;

    * the Debtors or Reorganized Debtors will enter into an
      agreement requested by the lenders Secured Claims to grant
      the holders a duly perfected first priority security
      interests in the assets securing the Existing Credit
      Agreement owed on the effective date; and

    * the Debtors or Reorganized Debtors will enter into an
      agreement requested by the Lender Secured Claims pursuant to
      the terms of the Existing Credit Agreement.

On the effective date, the Plan Trust will assume all liability
for:

    * Malignant Asbestos Personal Injury Claims,
    * Non-Malignant Asbestos Personal Injury Claims, and
    * Derivative Asbestos Personal Injury Claims.

Holders of Malignant and Non-Malignant Asbestos PI Claims will
receive, pursuant to the Insurers' TDP:

    (a) the payment percentage of the allowed liquidated value;
        and

    (b) subsequent payment, if any, up to the allowed liquidated
        value of the claim.

Holders of Derivative Asbestos PI Claims will receive payment from
the Plan Trust provided that the Plan Trust will not pay any
Derivative claims unless and until the claimants aggregate
liability for the direct claimant's claim has been fixed,
liquidated, and paid by the derivative claimant by settlement.

Holders of Asymptomatic Asbestos Personal Injury Claims will
receive nothing under the Insurer's Plan.

Holders of Rejection Damages Claims will be paid in full without
interest.  Holders of Insurance Company Claims will receive 50% of
their claim without interest.  Congoleum Interests will be
cancelled and holders of these interests will receive nothing
under the Insurers' Plan.

                Insurers' Plan vs. Debtors' Plan

The Insurers tell the Court that the Debtor's Plan places control
over the Plan Trust Bankruptcy Causes of action in the Trust
Advisory Committee.  The Insurers say that the Trust Advisory
Committee consists of members who are defendants in the Plan Trust
Bankruptcy Causes of Action, creating an obvious conflict of
interest.  The Insurers say that under their plan, the Plan Trust
takes control of the Plan Trust Bankruptcy Causes of Action which
is a completely neutral party.

The Insurers Plan provides for 80% of Congoleum's New Common Stock
to be placed in the Plan Trust and used to fund distributions to
holders of Asbestos Personal Injury Claims.  The remaining 20%
will be issued to existing management as part of an incentive
program.  On the other hand, the Debtors' plan provides issuance
of 3.8 million shares of New Class A Common Stock to the Plan
Trust but control will remain with the current equity owners and
with the Plan Trust.  Under the Insurers Plan, the New Common
Stock will have full voting rights.

The Insurers contend that the Debtors' Plan continues to provide
Forbearance by Secured Asbestos Claimants, subject to a claimant's
right to object to such Forbearance.  The Debtors' Plan does not
make avoidance of Secured Asbestos Claims a condition to
confirmation of the Debtors' Plan and secured asbestos claimant
may still receive preferential treatment if avoidance actions are
unsuccessful.  The Insurers say that under their plan, Secured
Asbestos Claimants are treated pari passu with all other Asbestos
Personal Injury Claimants.  Secured Asbestos Claimants who do not
elect to this treatment will be subject to litigation seeking
subordination or avoidance of:

    * any security interests to the Congoleum estate; and

    * any obligation under the Claimant or Pre-Petition Settlement
      Agreements.

The Insurers further say that the avoidance is a condition to
confirmation of their plan and was designed to eliminate the
discriminatory treatment afforded by the Debtors to Secured
Asbestos Claimants.

The Insurers say that the Debtors' Plan does not include a set of
TDP whereas their plan provides for one and is designed to provide
fair allocation of available Plan Trust Assets among Asbestos
Personal Injury Claimants holding valid claims and bar holders of
invalid claims.

                         Insurers' TDP

The Insurers' trust distribution procedures require claimants to
prove exposure to asbestos from a product manufactured by any of
the Debtors or its affiliates that contained asbestos.  To receive
distribution, claimants must submit medically verifiable proof of
their disease.  The TDP also provides for an independent Medical
Audit Board to audit randomly submitted claims.  The TDP also
excludes reliance on medical diagnoses and tests submitted by
certain physicians banned from submitting medical diagnosis and
test results by other bankruptcy asbestos trusts.

A full-text copy of the Insurers' Disclosure Statement explaining
their Joint Chapter 11 Plan of Reorganization is available for a
fee at:

   http://www.researcharchives.com/bin/download?id=060427054424

                  About Congoleum Corporation

Headquartered in Mercerville, New Jersey, Congoleum Corporation
(AMEX:CGM) -- http://www.congoleum.com/-- manufactures and sells    
resilient sheet and tile floor covering products with a wide
variety of product features, designs and colors.  The Company
filed for chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case
No. 03-51524) as a means to resolve claims asserted against it
related to the use of asbestos in its products decades ago.
Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennanat, Esq., at Pillsbury Winthrop Shaw Pittman LLP represent
the Debtors.  Michael S. Stamer, Esq., and James R. Savin, Esq.,
at Akin Gump Strauss Hauer & Feld LLP represents the Official
Committee of Unsecured Bondholders.  R. Scott Williams serves as
the Futures Representative, and is represented by lawyers at
Orrick, Herrington & Sutcliffe LLP.  Aaron Van Nostrand, Esq., at
Coughlin Duffy, LLP, represents Continental Casualty Company and
Continental Insurance Company.  When Congoleum filed for
protection from its creditors, it listed $187,126,000 in total
assets and $205,940,000 in total debts.  Congoleum is a 55% owned
subsidiary of American Biltrite Inc. (AMEX:ABL).


CONGOLEUM CORP: Asks Court to Approve Fireman's Fund Settlement
---------------------------------------------------------------
Congoleum Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey to approve their
settlement agreement with Fireman's Fund Insurance Company.

Gregory S. Kinoian, Esq., at Okin, Hollander & Deluca, L.L.P., in
Fort Lee, New Jersey, tells the Court that the Debtors are
currently the subject of over 100,000 known asbestos-related
personal injury claims as a result of alleged exposure to
asbestos-containing products.  During the period in which the
Debtors produced asbestos-containing products, the Debtors
purchased primary and excess insurance policies providing in
excess of $1 billion coverage.  However, certain of the Debtors'
excess carriers have become insolvent or are currently disputing
coverage.

Fireman's Fund issued to the Debtors a certain policy of insurance
under which the Debtors are insured.  They are, however, in
dispute whether, and to what extent, the policy affords coverage
for asbestos-related claims.

To resolve the coverage dispute, as well as all of the other
contested matters, the parties have entered into the settlement
agreement.  Pursuant to the Settlement Agreement, Fireman's Fund
agrees to pay the Debtors $1 million within three business days
following plan confirmation.  On March 17, 2006, the Debtors filed
their Eighth Modified Joint Plan of Reorganization.

Contemporaneously with payment of the settlement amount, Fireman's
Fund will purchase from the Debtors all of their rights title and
interests under the subject policy.  The parties stipulate that
the total amount of undisputed limits applicable and available to
pay asbestos-related claims under the subject policy is
$5,000,000.  

                  About Congoleum Corporation

Headquartered in Mercerville, New Jersey, Congoleum Corporation
(AMEX:CGM) -- http://www.congoleum.com/-- manufactures and sells    
resilient sheet and tile floor covering products with a wide
variety of product features, designs and colors.  The Company
filed for chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case
No. 03-51524) as a means to resolve claims asserted against it
related to the use of asbestos in its products decades ago.
Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennanat, Esq., at Pillsbury Winthrop Shaw Pittman LLP represent
the Debtors.  Michael S. Stamer, Esq., and James R. Savin, Esq.,
at Akin Gump Strauss Hauer & Feld LLP represents the Official
Committee of Unsecured Bondholders.  R. Scott Williams serves as
the Futures Representative, and is represented by lawyers at
Orrick, Herrington & Sutcliffe LLP.  Aaron Van Nostrand, Esq., at
Coughlin Duffy, LLP, represents Continental Casualty Company and
Continental Insurance Company.  When Congoleum filed for
protection from its creditors, it listed $187,126,000 in total
assets and $205,940,000 in total debts.  Congoleum is a 55% owned
subsidiary of American Biltrite Inc. (AMEX:ABL).


CONGOLEUM CORPORATION: Common Stock Still Listed on Amex
--------------------------------------------------------
Congoleum Chairman of the Board, Roger S. Marcus, reported on June
12, 2006 that Congoleum shares will continue to trade on the
American Stock Exchange.  Mr. Marcus explained that the special
charges relating to their asbestos-related reorganization caused
the delay in their compliance of the Amex listing requirement and
that they are working to conclude the reorganization by late this
year or early 2007.

The Amex had notified Congoleum that it was not in compliance
with:

    a. Section 1003(a)(1) of the Amex Company Guide, with
       stockholders' equity of less than $2,000,000 and losses
       from continuing operations or net losses in two of its
       three most recent fiscal years; and

    b. Section 1003(a)(2) of the Amex Company Guide, with
       stockholders' equity of less than $4,000,000 and losses
       from continuing operations or net losses in three of its
       four most recent fiscal years.

The Company says that its Class A common stock will continue to be
listed with the Amex but has until Oct. 13, 2007 to comply with
the continued listing requirement.

Headquartered in Mercerville, New Jersey, Congoleum Corporation  
(AMEX:CGM) -- http://www.congoleum.com/-- manufactures and sells  
resilient sheet and tile floor covering products with a wide
variety of product features, designs and colors.  The Company  
filed for chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case  
No. 03-51524) as a means to resolve claims asserted against it  
related to the use of asbestos in its products decades ago.  
Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.  
Brennanat, Esq., at Pillsbury Winthrop Shaw Pittman LLP represent  
the Debtors.  Michael S. Stamer, Esq., and James R. Savin, Esq.,  
at Akin Gump Strauss Hauer & Feld LLP represents the Official  
Committee of Unsecured Bondholders.  R. Scott Williams serves as  
the Futures Representative, and is represented by lawyers at  
Orrick, Herrington & Sutcliffe LLP.  Aaron Van Nostrand, Esq., at  
Coughlin Duffy, LLP, represents Continental Casualty Company and  
Continental Insurance Company.  When Congoleum filed for  
protection from its creditors, it listed $187,126,000 in total  
assets and $205,940,000 in total debts.  Congoleum is a 55% owned  
subsidiary of American Biltrite Inc. (AMEX:ABL).


CORSENTINO DAIRY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Corsentino Dairy Farms, Inc.
        2689 State Highway 10
        Walsenburg, Colorado 81089-9525

Bankruptcy Case No.: 06-13793

Type of Business: The Debtor maintains livestock
                  for production of dairy products.

Chapter 11 Petition Date: June 21, 2006

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Jeffrey Weinman, Esq.
                  Weinman & Associates, P.C.
                  730 17th Street, Suite 240
                  Denver, Colorado 80202
                  Tel: (303) 572-1010

Total Assets: $3,273,724

Total Debts:  $3,637,509

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
   Mountain Vet Supply, Inc.               $106,457
   149 John Deere Drive
   Fort Collins, CO 80524-9261

   Ludvik Propane Gas                       $56,880
   325 Main Street
   Walsenburg, CO 81089-1842

   Chase                                    $33,598
   P.O. Box 94014
   Palatine, IL 60094-4014

   U.S. Commodities, LLC                    $33,336

   IBA Dairy Depot                          $20,625

   Cache Valley Select Sires, Inc.          $16,748

   Hamann Veterinary Services               $15,372

   J.D. Heiskell & Co.                      $13,179

   Amato Brothers                           $13,057

   Sporleder Feeds                          $12,531

   Farm Plan                                $10,745

   SarTec Corporation                        $8,495

   Frosh Dairy                               $7,700

   Krassa & Miller, LLC                      $6,897

   Acorn Petroleum, Inc.                     $3,887

   PGS Hybrids, Inc.                         $3,825

   Microbial Research Inc.                   $3,430

   Garren Ross & DeNardo, CPA                $3,297

   Plains Irrigation, Inc.                   $1,838

   Royal Electrical Services, Inc.           $1,606


CURON MEDICAL: Earns $914,000 in Three Months Ending March 31
-------------------------------------------------------------
Curon Medical Inc. filed its financial statements for the quarter
ended March 31, 2006, with the Securities and Exchange Commission.

The Company reported a $914,000 net income on $536,000 of revenues
for the three months ended March 31, 2006, versus a $2,966,000 net
loss on $857,000 of revenues for the three months ended Dec. 31,
2005.

Management believes that the decline in sales is in part due to
the Company's recent outsourcing of the manufacturing of its
disposable products and the inability of the outsourced supplier
to deliver adequate quantities of disposable products.  $106,000
of decline was attributable to the inability of the outsourced
vendor to produce sufficient quantities to fill certain of our
orders and $215,000 was attributable to the decrease in unit
sales.

At March 31, 2006, the Company's balance sheet showed $6,080,000
in total assets and $2,736,000 in total liabilities, and a
stockholders' equity of $3,344,000.

Full-text copies of the Company's financial statements for the
quarter ended March 31, 2006, are available at no charge at:

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

                       Going Concern Doubt

PriceWaterhouseCoopers, LLP, expressed substantial doubt about
Curon Medical's ability to continue as a going concern after it
audited the Company's financial statements for the year ended Dec.
31, 2005.  The auditing firm pointed to the Company's recurring
losses and negative cash flows from operations and limited cash
and working capital.  As of March 31, 2006 the Company had cash
and cash equivalents on hand of $2.7 million, working capital of
$4.5 million, and an accumulated deficit of approximately $104.6
million.  To continue operations, the Company must raise
additional funds through the issuance of equity or debt securities
in the public or private markets, or sell certain of our assets.

Curon Medical, Inc. -- http://www.curonmedical.com/-- develops,      
manufactures and markets innovative proprietary products for the   
treatment of gastrointestinal disorders. The Company's products   
and products under development consist of radiofrequency   
generators and single use disposable devices. Its first product,   
the Stretta System, received U.S. Food and Drug Administration   
clearance in April 2000 for the treatment of gastroesophageal   
reflux disease, commonly referred to as GERD. The Company's Secca   
System for the treatment of bowel incontinence received clearance   
from the FDA in March 2002.  


ENRON CORP: Bowne Business Holds $1.45 Million Unsecured Claim
--------------------------------------------------------------
Williams Lea Inc., formerly known as Bowne Business Solutions,
Inc., filed Claim No. 22383 for $2,164,069 against Enron Corp on
December 16, 2002.

On November 13, 2003, Enron and its affiliates, including Enron
Property & Services, filed Adversary Proceeding Case No. 03-92891
against Bowne Business Solutions, LLC, formerly known as Bowne
Business Services Inc.

The Enron Parties sought to recover alleged prepetition transfers
of $1,332,399 that Bowne Services allegedly received.

On April 21, 2005, the Court entered an order allowing Claim No.
22383 for $2,008,848.

On October 25, 2005, Bowne Services filed an answer, denying the
allegations set forth in the Complaint.

Following negotiations, the parties entered into a stipulation to
resolve their dispute.

The parties agree that:

   (1) notwithstanding the Allowance Order, Claim No. 22383 will
       be reduced and allowed as a general unsecured claim
       against Enron for $1,450,000;

   (2) the Adversary Proceeding will be dismissed; and

   (3) they will mutually waive and release each other from all
       claims related to the Claim, and the Adversary Proceeding.

The U.S. Bankruptcy Court for the Southern District of New York
approved the parties' 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 Nos. 172 & 173; Bankruptcy
Creditors' Service, Inc., 15/945-7000)


ENTERGY NEW ORLEANS: Court Approves Apache Settlement Agreement
---------------------------------------------------------------
Judge Jerry A. Brown the U.S. Bankruptcy Court for the Eastern
District of Louisiana approved Entergy New Orleans Inc.'s
settlement agreement with Apache Corporation.

As reported in the Troubled Company Reporter on May 4, 2006, ENOI
and Apache agree that:

   (a) Apache will pay $90,000, for the repairs of Alligator
       Point Platform and $125,000, for repairs of City Gate
       Number 9;

   (b) if additional repairs are needed to permit ENOI to receive
       gas from the Rigolets Field, Apache has the right, but not
       the obligation, to make those repairs at its cost;

   (c) upon completion of the repairs, ENOI will resume natural
       gas purchases under the Apache Contract in accordance with
       its existing terms, except that Apache will not require
       any additional financial security from ENOI as long as
       ENOI pays it invoices as they become due; and

   (d) a decision on assumption or rejection of the Apache
       Contract will be deferred until the confirmation of a plan
       of reorganization.

In March 1995, New Orleans Public Service, Inc., and Aquila Energy
Resources Corporation entered into a contract for the purchase of
gas from the Rigolets Field in New Orleans East.  Apache acquired
the Rigolets Field from Aquila.  

The Apache Contract obligated Entergy New Orleans Inc. as
successor-in-interest to NOPSI, to purchase up to 15,000 MMBtu of
gas per day.  However, the prepetition daily average actually
produced by Apache was only 2,800 MMBtu.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned   
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ENTERGY NEW: APSC Wants FERC to Examine Cos.' Business Practices
----------------------------------------------------------------
On June 7, 2006, the Arkansas Public Service Commission filed a
complaint before the U.S. Federal Energy Regulatory Commission
against Entergy Services, Inc., as the representative of Entergy
Corporation and its operating companies, Entergy New Orleans,
Inc., Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy
Louisiana, LLC, and Entergy Mississippi, Inc., pursuant to
Sections 205, 206 and 207 of the Federal Power Act.

The APSC Complaint seeks an investigation into the prudence of
Entergy's practices affecting the wholesale rates that flow
through its System Agreement.

The APSC requests that the FERC disallow any costs found to be
imprudent, with a refund effective date to be set at the earliest
possible time.

The APSC also wants the FERC to investigate, among others:

   (1) the Operating Companies' transmission expansion and
       planning process, including the construction or lack of
       economic transmission upgrades;

   (2) the Operating Companies' wholesale purchasing practices,
       including the potential savings due to integration of
       independent power producers into their economic dispatch;

   (3) the Operating Companies' failure to retire their aging,
       inefficient gas- and oil-fired generation; and

   (4) the failure to construct or acquire coal capacity
       for the generation portfolio of Entergy Louisiana.

The APSC Complaint further requests that the FERC exercise its
authority under Section 207 of the FPA to investigate the adequacy
of Entergy's transmission system and direct it to make all
necessary upgrades to ensure that its transmission facilities
provide reliable, adequate and economic service.

In a filing with the U.S. Securities and Exchange Commission,
Robert D. Sloan, executive vice president, general counsel and
secretary of Entergy, says that Entergy's conduct with respect to
the issues concerned has been prudent and Entergy will vigorously
defend its conduct.

Entergy believes that the APSC Complaint is a reiteration of
arguments that the APSC previously had made in the System
Agreement proceeding, and which the FERC previously had rejected.

The FERC's decision in the System Agreement proceeding is
currently pending before the United States Court of Appeals for
the D.C. Circuit.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned   
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


F.C.O. PROPERTIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: F.C.O. Properties and Investments, Inc.
        4625 Spyglass Drive
        Stockton, California 95219

Bankruptcy Case No.: 06-22173

Chapter 11 Petition Date: June 22, 2006

Court: Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: Gary Ray Fraley, Esq.
                  Fraley & Fraley
                  2862 Arden Way, Suite 205
                  Sacramento, California 95825
                  Tel: (916) 485-5444

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


FARMLAND INDUSTRIES: Will Auction Former Headquarters on Aug. 17
----------------------------------------------------------------
Farmland Industries, Inc.'s former headquarters located at 12200
N. Ambassador Drive, in Kansas City, Missouri, near Kansas City
International Airport, will be auctioned for sale, Kansas City
Business Journal reports.

According to the reports, sealed bids are due Aug. 17, 2006, at
3:00 p.m., to Sheldon Good & Co. Auctions LLC, the property's
auctioneer.  The bids will be evaluated and a final decision is
expected within ten days after the deadline.

All bids must be submitted to:

        Michael A. Fine
        Sheldon Good & Company Auctions, LLC
        333 West Wacker Drive, Suite 400
        Chicago, Illinois 60606

The property is available for viewing at 10:00 a.m., on July 11
and 27, and on August 2 and 10.

Pritzker Realty Group LP, the 260,000 square foot building's
Chicago-based owner, listed the property for sale in February 2005
for $20 million, or $77 a square foot.

Farmland Industries, Inc., was one of the largest agricultural
cooperatives in North America with about 600,000 members.  The
firm operates in three principal business segments: fertilizer
production; pork processing, packing and marketing; and beef
processing, packing and marketing.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. W.D. Mo.
Case No. 02-50557) on May 31, 2002 before the Honorable Jerry W.
Venters.  The Debtors' Counsel is Laurence M. Frazen, Esq. of
Bryan Cave LLP.  When the Debtors filed for chapter 11 protection,
they listed total assets of $2.7 billion and total debts of $1.9
billion.  Pursuant to the Second Amended Joint Plan of
Reorganization filed by Farmland Industries, Inc. and its debtor-
affiliates, the court declared May 1, 2004, as the Effective Date
of the Plan.


FOAMEX INTERNATIONAL: Says No Objections Have Been Timely Filed
---------------------------------------------------------------
Foamex International Inc. and its debtor-affiliates inform the
U.S. Bankruptcy Court for the District of Delaware that there has
been no timely filed objections to their request to further extend
their exclusive periods to:

   (i) file a Chapter 11 plan through September 14, 2006; and
  (ii) solicit acceptances of the plan through Nov. 13, 2006.

No hearing to the Debtors' request for extension is required.

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


GATEWAY INTERNATIONAL: SEC Revokes Registration of Common Stock
---------------------------------------------------------------
The Securities and Exchange Commission has barred Gateway
International Holdings, Inc. (OTC: GWYI) from returning to a fully
reporting status because of the Company's failure to file timely
quarterly and annual reports.

Despite the SEC's sanction, Gateway said it will continue to
operate through its subsidiaries as the order only impacts the
public trading of the Company's common stock.

Larry Consalvi, Gateway's Chief Executive Officer, states that
the Company is performing well and is anticipating continued
growth for the foreseeable future.  

The Company will take all steps available to cause its common
stock to trade publicly again, Mr. Consalvi assured Gateway's
shareholders.  "We will contact the SEC's Division of Corporation
Finance concerning the alternatives available to us."  

Gateway said it will not be filing quarterly and annual reports
with the SEC unless and until it becomes public again.  Until that
time, the Company will keep its shareholders informed by
shareholder letters.  The Company further said that it may, from
time to time, make press releases and will post important
information on its website.

             About Gateway International Holdings Inc.

Gateway International Holdings Inc. (Pink Sheets: GWYI) --
http://www.gwyi.com/-- is a diversified holding company that    
operates through its wholly owned subsidiaries principally in the
aerospace and defense markets.  It currently has 8 subsidiaries in
operation including:

       * Eran Engineering, Inc.;
       * Elite Machine Tool Company, Inc.;
       * All American CNC Sales, Inc.;
       * A-Line Capital Corporation;
       * Accurate Technology;
       * ESK, Inc.,
       * Spacecraft Machines, Inc.; and
       * Nu-Tech Industrial Sales, Inc.

The Company and its subsidiaries are engaged in acquiring,
refurbishing and selling pre-owned and new Computer Numerically
Controlled machine tools, and manufacturing of precision component
parts in the fields of defense, aerospace, automotive and medical
tools.

                      Going Concern Doubt

In Gateway International Holdings' annual report on Form 10KSB
filed with the Securities and Exchange Commission on March 23,
2006, Kabani & Company, Inc. expressed substantial doubt about the
Company's ability to continue as a going concern after auditing
the Company's financial statements for the years ended
September 30, 2004 and 2003.  The auditing firm pointed to the
Company's $2,216,174 accumulated deficit as of Sept. 30, 2004 and
$434,047 net income for the year ended Sept. 30, 2004.

The SEC instituted proceedings pursuant to Sections 12(J) of the
Securities Exchange Act of 1934 against the Company and cease and
desist proceedings have been instituted pursuant to Section 21(C)
of the Securities Exchange Act of 1934 against Lawrence Consalvi,
CEO of the Company.  The SEC sought to revoke the registration of
the Companies Securities pursuant to Section 12 of the Securities
and Exchange Act and to issue a cease and desist order from
causing violations of and any future violations of Section 13 (a)
and Rules 13a-1 and 13a-13 of the Securities and Exchange Act
against President of the Company.


GOLDMAN SACHS: Moody's Puts B2 Ratings on Watch and May Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed on watch the following classes of
Notes issued by Goldman Sachs Asset Management CBO II, a
collateralized debt obligation issuance:

   * $30,000,000 Class B Floating Rate Notes, Due 2012 from A3
     to A3 on Moody's Watchlist for Possible Upgrade

   * $8,000,000 Class D-1 Floating Rate Notes, Due 2012 from
     B2 to B2 on Moody's Watchlist for Possible Downgrade

   * $8,500,000 Class D-2 Fixed Rate Notes, Due 2012 from B2
     to B2 on Moody's Watchlist for Possible Downgrade

Moody's noted that the transaction ,which closed in November of
2000, has experienced a significant deterioration in the quality
of the collateral, while at the same time paying down 40% of the
Class A Notes.

Rating Action: placement on Moody's Watchlist for Upgrade and
Downgrade

Issuer: Goldman Sachs Asset Management CBO II

The rating of this Class of Notes were placed on the Moody's
Watchlist for Possible Upgrade:

   * $30,000,000 Class B Floating Rate Notes, Due 2012

The ratings of these Classes of Notes were placed on the Moody's
Watchlist for Possible Downgrade:

   * $8,000,000 Class D-1 Floating Rate Notes, Due 2012
   * $8,500,000 Class D-2 Fixed Rate Notes, Due 2012


GRAVES & HORTON: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Graves & Horton Co, LPA
        1111 Superior Avenue
        Cleveland, Ohio 44114
        Tel: (216) 696-2022

Bankruptcy Case No.: 06-12559

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                    Case No.
      ------                    --------
      Graves & Horton, LLC      06-12561

Type of Business: The Debtors are law firms.

Chapter 11 Petition Date: June 21, 2006

Court: Northern District of Ohio (Cleveland)

Judge: Arthur I. Harris

Debtor's Counsel: Ronald E Henderson, Esq.
                  75 Public Square, Suite 1414
                  Cleveland, Ohio 44113
                  Tel: (216) 861-4416
                  Fax: (216) 622-2714

                              Total Assets   Total Debts
                              ------------   -----------
   Graves & Horton Co, LPA         $15,000      $485,490

   Graves & Horton, LLC                 $0    $1,198,487

A. Graves & Horton Co, LPA's 3 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
   WKB Superior LLC                     $260,490
   1111 Superior Avenue
   Cleveland, OH 44114

   Equity Office                        $200,000
   Department 13300
   P.O. Box 823634
   Philadelphia, PA 19182

   Internal Revenue Service              $25,000
   1240 East Ninth Street
   Cleveland, OH 44190

B. Graves & Horton, LLC's 3 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
   Internal Revenue Service           $1,102,987
   1240 East Ninth Street
   Cleveland, OH

   WKB Partners                          $88,000
   1111 Superior Avenue
   Cleveland, OH 44115

   Central Collection Agency              $7,500
   1701 Lakeside
   Cleveland, OH 44115


GREENPARK GROUP: Case Summary & Nine Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: GreenPark Group LLC
        3010 Old Ranch Parkway, Suite 450
        Seal Beach, California 90740
        Tel: (562) 446-4100

Bankruptcy Case No.: 06-10988

Debtor-affiliate filing separate chapter 11 petition:

      Entity                                  Case No.
      ------                                  --------
      California/Nevada Developments LLC      06-10989

Type of Business: The Debtors are real estate developers
                  and building contractors.

Chapter 11 Petition Date: June 23, 2006

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtors' Counsel: Alan J. Friedman, Esq.
                  Irell & Manella, LLP
                  840 Newport Center Drive, Suite 400
                  Newport Beach, California 92660
                  Tel: (949) 760-0991
                  Fax: (949) 760-5200

                           Estimated Assets   Estimated Debts
                           ----------------   ---------------
   GreenPark Group LLC     $10 Million to     $100,000 to
                           $50 Million        $500,000

   California/Nevada       Less than          $10 Million to
   Developments LLC        $50,000            $50 Million

A. GreenPark Group LLC's Four Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
EOP-Bixby Ranch, LLC             Trade Debt -          $339,174
c/o Equity Office                Office Lease
Management, LLC                  Agreement
333 City Boulevard West
Suite 200
Orange, CA 92668

Pacific Terra Holdings, LLC      Trade Debt -           $50,000
3010 Old Ranch Parkway           Management Fee
Suite 454                        Agreement
Seal Beach, CA 90740

Baker Fairview Self Storage      Trade Debt -           Unknown
2955 Fairview Road               Storage Unit
Costa Mesa, CA 92626

R.A. Smith & Associates, Inc.    Lawsuit                Unknown
c/o Michael W. McCann, Esq.
The Law Offices of
Michael W. McCann
15 West Carrillo Street
Suite 220
Santa Barbara, CA 93101

B. California/Nevada Developments LLC's Five Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
R.A. Smith & Associates, Inc.    Lawsuit                Unknown
c/o Michael W. McCann, Esq.
The Law Offices of
Michael W. McCann
15 West Carrillo Street
Suite 220
Santa Barbara, CA 93101

Cox, Castle & Nicholson          Legal Fees             Unknown
Corporate Officer
Two Century Plaza
2049 Century Park East
Los Angeles, CA 90067

CT Corporation                                          Unknown
Authorized Agent
P.O. Box 4349
Carol Stream, IL 60197

Magness Petroleum Co., Inc.                             Unknown
Corporate Officer
301 East Ocean Boulevard
Suite 1010
Long Beach, CA 90802

Watson Land Company                                     Unknown
Attn: Corporate Officer
22010 South Wilmington Avenue
Carson, CA 90745


HARRISON AVENUE: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Harrison Avenue Partnership, LLC
        P.O. Box 10156
        Raleigh, North Carolina 27605

Bankruptcy Case No.: 06-00913

Type of Business: The Debtor develops and manages real estate.

Chapter 11 Petition Date: June 21, 2006

Court: Eastern District of North Carolina (Raleigh)

Judge: A. Thomas Small

Debtor's Counsel: Gregory B. Crampton, Esq.
                  Nicholls & Crampton, P.A.
                  P.O. Box 18237
                  Raleigh, North Carolina 27619
                  Tel: (919) 781-1311
                  Fax: (919) 782-0465

Total Assets: $1,969,240

Total Debts:  $433,516

Debtor's 8 Largest Unsecured Creditors:

   Entity                                Claim Amount
   ------                                ------------
   A.T. Allen & Company                        $1,700
   3733 National Drive, Suite 100
   Raleigh, NC 27612

   Progress Energy                             $1,400
   P.O. Box 1551
   Raleigh, NC 27602

   City of Raleigh                               $260
   Public Utilities Department
   219 Fayetteville Street Mall, Suite 620
   Raleigh, NC 27601

   Allied Waste Services                         $230

   PSNC                                          $200

   Allstate Insurance                         Unknown

   Wake County Revenue Department             Unknown

   Wausau Insurance                           Unknown


HEMOSOL CORP: Receiver Revises Financing Term with Plan Sponsor
---------------------------------------------------------------
PricewaterhouseCoopers Inc., in its capacity as interim receiver
of the assets, property and undertaking of Hemosol Corp. (TSX:
HML), and the Plan Sponsor entered into an amendment to the
conditional agreement to fund payments to unaffected and affected
creditors of Hemosol that was approved by the Superior Court of
Justice of Ontario on June 8, 2006.  The amendment provides the
Plan Sponsor with additional time to meet certain conditions
detailed under the Sponsorship Agreement.

In connection with this amendment, the Plan Sponsor and
the Receiver also entered into a revised financing term sheet
pursuant to which the Plan Sponsor agreed to continue funding
Hemosol through the Companies' Creditors Arrangement Act (Canada)
proceedings involving Hemosol, up to a consensually agreed on
amount.

The Sponsorship Agreement is no longer conditional upon obtaining
a new license agreement with ProMetic Life Sciences Inc. as a
condition precedent to concluding a successful restructuring of
Hemosol under the CCAA and Business Corporations Act (Ontario).

The Sponsorship Agreement continues to be conditional upon
obtaining the approval of Hemosol's creditors and the Court on a
proposed CCAA plan of compromise, and, unless waived by the Plan
Sponsor, a plan of arrangement under the OBCA, which, if
implemented, will result in a substantial dilution of the equity
of Hemosol held by the shareholders existing at the time of
implementation.

                          About Hemosol

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

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


INEX PHARMA: Inks $36.5 Million Settlement Deal with Noteholders
----------------------------------------------------------------
Inex Pharmaceuticals Corporation (TSX: IEX) signed a definitive
note purchase and settlement agreement with all of the holders of
certain convertible promissory notes issued by a wholly-owned
subsidiary of INEX and guaranteed by INEX.  The Notes were owned
by institutional investors, including Stark Trading and Shepherd
Investments Ltd., which owned the majority of the Notes.

Under the agreement, INEX has purchased all of the Notes from the
Noteholders for upfront and potential future consideration
totaling $36.5 million, which was the principal and interest
outstanding at March 31, 2006.  The upfront payment consists of a
$2.5 million cash payment and 1,118,568 shares of Hana
Biosciences, Inc.  INEX received $1.5 million and the Hana shares
on completion of a license agreement with Hana for INEX's Targeted
Chemotherapy products.  On June 19, 2006, the Hana shares closed
at $8.60.  Therefore, the total value of the upfront payment of
cash and Hana shares is $12.1 million.  The amount of the upfront
payment will be adjusted based on the share price of the Hana
shares over the next 12 months.

The remaining $24.4 million payment is contingent on INEX
receiving future milestone or royalty payments from Hana and other
consideration received by INEX should it complete a corporate
reorganization.  The form of corporate reorganization contemplated
in the Note purchase agreement would transfer all of INEX's
pharmaceutical assets to its subsidiary, Tekmira Pharmaceuticals
Corporation.  All of the shares in Tekmira would be distributed
pro rata to INEX shareholders allowing INEX to raise additional
capital in connection with the acquisition of a new business and
this capital would be transferred to the Noteholders.  If INEX
does not receive any future proceeds from Hana or from the
contemplated corporate reorganization then it will not owe the
Noteholders any additional consideration or payments.  No interest
will accrue on the amount owed to the Noteholders.

Timothy M. Ruane, President and Chief Executive Officer of INEX,
said the settlement with the Noteholders is a significant
achievement for INEX and allows the company to move forward and
focus on advancing its products and supporting its corporate
partners.  "Today's debt settlement announcement is a key turning
point for INEX and its shareholders.  We are well positioned to
advance our pipeline of anticancer products both internally and in
collaboration with our corporate partners."

On May 8, 2006, under the agreement with Hana, INEX will receive
an additional $30.5 million from Hana if development and
regulatory milestones are achieved and will also receive royalties
on product sales.  INEX will pay to the Noteholders any payments
INEX receives from Hana until it has paid a total of $36.5 million
to the Noteholders including the upfront payment.  After full
payment to the Noteholders, INEX will be entitled to keep all
additional milestone and royalty payments from Hana.  Payments
received from any other pharmaceutical partnership agreement are
not part of this settlement agreement and will not be paid to the
Noteholders.

INEX has two pipelines of novel products, Targeted Chemotherapy
and Targeted Immunotherapy.  The three products in the Targeted
Chemotherapy pipeline, Marqibo, INX-0125 (sphingosomal
vinorelbine) and INX-0076 (sphingosomal topotecan) have been
licensed to Hana and Hana is responsible for all future
development and future expenses.  Hana anticipates initiating
pivotal trials for Marqibo in the second half of 2006 and
initiating phase 1 clinical trials for INX-0125 in 2006 and for
INX-0076 in 2007.  INEX is supporting Hana to ensure the products
can be advanced as quickly as possible and is being reimbursed for
this support.

                   Inex-Alnylam Collaboration

INEX is also using its liposomal delivery technology in
collaboration with Alnylam Pharmaceuticals, Inc. (Nasdaq: ALNY) to
evaluate the systemic delivery of Alnylam's RNAi therapeutics.  
This collaboration is evaluating multiple targets including
apolipoprotein B (apoB), a protein involved in cholesterol
metabolism. The INEX and Alnylam agreement will build on
preliminary data published by Alnylam and its collaborators in
Nature, the leading international journal of science, showing that
the systemic delivery of an apoB RNAi therapeutic significantly
reduced blood cholesterol levels.

Under the terms of the agreement, Alnylam has the option to
execute a global exclusive license for specific RNAi therapeutic
targets.  The license agreement would include upfront license
fees, future milestone payments and royalties as the products are
commercialized.  Alnylam also has the right to expand the option
to negotiate license terms for additional targets.

INEX's lead internal product candidate is INX-0167 under the
Targeted Immunotherapy platform.  INX-0167 is based on the
encapsulation of immunostimulatory oligonucleotides (short
sequences of nucleic acids) in liposomes and combines the
immunostimulatory properties of certain oligonucleotides into a
single synthetic particle.  Preclinical studies have demonstrated
that INX-0167 enhances the number and potency of certain immune
cells, including natural killer (NK) cells.  The resultant
increase in NK cell activity is important for the enhancement of
the potency of monoclonal antibodies through a mechanism known as
antibody-dependent cell mediated cytotoxicity (ADCC).  INEX
recently published promising preclinical data on INX-0167 at the
Annual Meeting of the American Association of Immunologists held
May 12-16, 2006 showing INX-0167 can generate a potent immune
response in non-human primates.  INEX anticipates initiating
formal toxicology studies in the fourth quarter of 2006 to
initiate a phase 1 clinical trial in the second half of 2007.

                          Cash on Hand

INEX had cash at March 31, 2006 of $8.9 million.  INEX anticipates
ending the second quarter of 2006 with cash of $6.2 million after
taking into consideration the cash payment received from Hana, the
cash payment made to the Noteholders and the cash burn associated
with operations for the second quarter.  At the current burn rate,
INEX anticipates this cash will last until the end of the first
quarter of 2007.

                           About Inex

Based in Vancouver, Canada, Inex Pharmaceuticals Corporation --
http://www.inexpharma.com/-- is a biopharmaceutical company  
developing and commercializing proprietary drugs and drug delivery
systems to improve the treatment of cancer.

At Dec. 31, 2005, the Company's balance sheet showed a CDN$21.4
million total shareholders' deficiency, compared to CDN$12.6
deficiency at Dec. 31, 2004.


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


INTERNATIONAL MANAGEMENT: GTO Entities Can Borrow Funds
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
gave William F. Perkins, the chapter 11 trustee appointed in the
bankruptcy cases of International Management Associates, LLC, and
its debtor-affiliates to authorize one of the Debtors, IMA Real
Estate Fund, LLC, to allow certain units to borrow funds.

IMA Real Estate acquired, prepetition, membership interests in GTO
Manchester LLC, a California limited liability company, GTO
Hollywood LLC, a California limited liability company, and GTO
Lake Arrowhead LLC, a California limited liability company.  The
membership interests in the GTO entities were acquired by IMA Real
Estate for $6 million.

GTO Hollywood and GTO Manchester are converting two apartment
complexes into condominiums; and GTO Lake Arrowhead LLC is
constructing vacation homes in the Lake Arrowhead area of San
Bernadino County, California.

Two of the GTO entities, GTO Hollywood and GTO Lake Arrowhead want
to enter into a Loan Agreement with BTR GTO Hollywood, LLC, a
Delaware limited liability company.  Under the Loan Agreement, BTR
GTO has agreed to make available to GTO Hollywood and GTO Lake a
revolving line of credit in the amount of $500,000.

John W. Mills, Esq., at Kilpatrick Stockton LLP, in Atlanta,
Georgia, asserted that the line of credit is necessary for the
continued operations of GTO Hollywood and GTO Lake Arrowhead.  
Absent access to the Loan proceeds, IMA Real Estate's interests in
GTO Hollywood and GTO Lake Arrowhead could be seriously
jeopardized.  More importantly for creditors of the Debtors'
estates, the expected offer of at least $4.5 million for IMA Real
Estate's interests in GTO Hollywood and GTO Lake Arrowhead, which
anticipated offer the Trustee will subject to a bidding and sale
process, may not materialize if the Trustee is not granted
authority to grant IMA Real Estate's consent.

The Loan is to be secured by the personal guaranties of Roger
O'Neal and Fred Shaffer, the principals of GTO Development LLC,
the managing member of GTO Hollywood and GTO Lake Arrowhead, and
by the membership interests of GTO Regency, LLC, a Delaware
limited liability company.  

Headquartered in Atlanta, Georgia, International Management
Associates, LLC -- http://www.imafinance.com/-- managed hedge   
funds for investors.  The company and nine of its affiliates filed
for chapter 11 protection on Mar. 16, 2006 (Bankr. N.D. Ga. Case
No. 06-62966).  David A. Geiger, Esq., and Dennis S. Meir, Esq.,
at Kilpatrick Stockton LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they did not state their total assets but
estimated total debts to be more than $100 million.


INTERSTATE BAKERIES: Wants to Reject 17 Real Property Leases
------------------------------------------------------------
Pursuant to Sections 105(a) and 365(a) of the Bankruptcy Code,
Interstate Bakeries Corporation and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Western District
of Missouri to reject 17 unexpired non-residential real property
leases:

                                                       Rejection
Landlord                     Location                    Date
--------                     --------                  ---------
Clifford J. Catlin           Jamestown, New York        6/07/06
Charles D. Thompson          Paris, Texas               6/07/06
RJ Enterprises               Victoria, Texas            6/07/06
Church Way Mall, Inc.        Hamilton, Ohio             6/27/06
P/A Builders & Developers    North Vernon, Indiana      6/27/06
RJ DMD Investments           Pico Rivera, California    6/27/06
T.F. James Company           Anoka, Minnesota           6/27/06
Shaben Michael Sons          Aliquippa, Pennsylvania    6/27/06
Max F. Rosarius              Gibsonia, Pennsylvania     6/27/06
Empire Realty Investments    Tampa, Florida             6/27/06
Saidul Kabir                 Nacogdoches, Texas         6/27/06
Knox Corp.                   Bettendorf, Iowa           6/27/06
Jenny Brandt                 Scott City, Missouri       6/27/06
Thomas L. Metzger            Hammond, Indiana           6/27/06
Midwest Bank and Trust Co.   Berwyn, Illinois           6/27/06
Les Brooke                   Aurora, Colorado           6/27/06
Arietta Motley, DDR Downreit Lebanon, Ohio              6/27/06

In addition, the Debtors ask the Court that any of their
remaining personal property in each of the Premises after the
effective date of the rejection will be deemed abandoned to the
landlord of each Real Property Lease.  The Landlord will be
entitled to remove or dispose of the property in its sole
discretion.

The Debtors assert that each of the Real Property Leases do not
have any marketable value beneficial to their estates.

Furthermore, the Debtors note that certain of the Real Property
Leases may obligate them to pay for real estate taxes, utilities,
insurance, and other charges.

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: Glenview Backs Equity Trading Wall Procedures
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 14, 2005,
the Official Committee of Equity Security Holders of Interstate
Bakeries Corporation asked the U.S. Bankruptcy Court for the
Western District of Missouri to determine that any Equity
Committee member engaging in the trading of securities for others
or for its own account as a regular part of its business will
not:

    (1) violate its fiduciary duties as an Equity Committee
        member; and

    (2) subject their interest or claims to possible disallowance,
        subordination, or other adverse treatment,

by trading in the Debtors' stocks, notes, bonds or debentures or
buying or selling participations in any of the Debtors' debt
obligations or any other claims or interests not covered by Rule
3001(e) of the Federal Rules of Bankruptcy Procedure during the
pendency of the Debtors' Chapter 11 cases.

The Equity Committee asked the Court to allow Committee members to
trade in the Debtors' securities upon the establishment and
implementation of appropriate "Trading Walls."

A "Trading Wall" refers to procedures established by an
institution to isolate its trading activities from its activities
as a member of an official or unofficial committee.  A Trading
Wall typically involves:

    * staffing arrangements whereby the institution's personnel
      responsible for performing committee functions are different
      from the personnel responsible for performing trading
      functions;

    * physical separation of the office and file space used by
      those personnel;

    * establishment of procedures for securing committee-related
      files;

    * establishment of procedures for the delivery and posting of
      telephone messages;

    * separate telephone and facsimile lines for trading
      activities and committee activities; and

    * special common steps taken to establish a Trading Wall.

Mr. Fields explained that if a Securities Trading Committee Member
is barred from trading Securities during the pendency of the
Debtors' bankruptcy cases because of its duties to other equity
holders, it may risk the loss of a beneficial investment
opportunity for its clients.  Alternatively, if a Securities
Trading Committee Member resigns from the Equity Committee, its
interests may be compromised by virtue of taking a less active
role in the reorganization process.

The Equity Committee proposed these information-blocking
procedures:

    (a) The Securities Trading Committee Member will cause the
        Committee Member to execute a declaration acknowledging
        that it may receive non-public information and that it is
        aware of the Trading Wall procedures, which are in effect
        with respect to the Debtors' Securities;

    (b) The Committee Member will not share non-public Equity
        Committee information with any other employees, except
        employees of the Securities Trading Committee Member that,
        due to these employees' duties and responsibilities, have
        a need to know the information, including without
        limitation:

        -- senior management having direct and indirect oversight
           responsibility over the work or activities of the
           Committee Member with respect to their participation on
           the Equity Committee;

        -- employees providing assistance to the Committee Member,
           and

        -- regulatory, compliance, auditing and legal personnel.

        These personnel will not share the non-public Equity
        Committee information with other employees;

    (c) The Committee Member will keep non-public information
        generated from the Equity Committee activities in files
        inaccessible to other employees;

    (d) The Committee Member will receive no information regarding
        Securities Trading Committee Member's trades in Securities
        in advance of the trades, except that the Committee Member
        may receive the usual and customary internal and public
        reports showing the Securities Trading Committee Member's
        purchases and sales and the amount and class of claims and
        securities owned by the Securities Trading Committee
        Member, including the Debtors' Securities; and

    (e) To the extent applicable, the Securities Trading Committee
        Member's compliance department personnel will review from
        time to time the Trading Wall procedures, as necessary, to
        insure compliance with those procedures, and keep and
        maintain records of their review.

The Equity Committee also asked the Court to confirm that any
Securities Trading Committee Member that, in the ordinary course
of their business, receives instructions from its clients to buy
or redeem all or a portion of its client's investments, may buy
or sell any securities, including the Debtors' Securities,
without violating its fiduciary duties as an Equity Committee
member.

                      John Rodin's Statement

John Rodin, a managing director at Glenview Capital Management
LLC, advises the United States Trustee for the Western District
of Missouri that the proposed information blocking procedures
were designed to prevent:

   -- Glenview personnel representatives from receiving any
      information concerning the Debtors' Chapter 11 cases; and

   -- the Glenview Committee Member from receiving information
      regarding Glenview's trading in securities or other claims
      or interests of the Debtors.

As a managing director at Glenview, Mr. Rodin evaluates possible
investments for Glenview.  Mr. Rodin notes that Glenview is not a
registered investment advisor.

On behalf of Glenview, Mr. Rodin asks the U.S. Trustee to accept
these information blocking procedures that Glenview has
established and maintained:

   (a) The Glenview Committee Member will execute a declaration,
       acknowledging that he may receive non-public information
       and that he is aware of the information blocking
       procedures, which are in effect with respect to the
       Debtors' Securities, and will follow those procedures;

   (b) The Glenview Committee Member will not share any Committee
       information or information concerning the Debtors' Chapter
       11 case with any other Glenview employees or
       representatives;

   (c) The Glenview Committee Member will keep information
       generated from Committee activities in secured cabinets
       inaccessible to other Glenview employees;

   (d) The Glenview Committee Member will not receive any
       information regarding its trades in the Debtors
       securities, but may receive reports showing Glenview's
       purchases and sales and ownership of the Debtors'
       securities; and

   (e) Glenview's Compliance Department personnel will review
       from its trades of the Debtors' securities to insure
       compliance with the information blocking procedures, and
       keep records of their review.

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)


IPS CORP: Moody's Junks Rating on $100 Million Senior Subor. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to IPS
Corporation's $102 million senior secured credit facilities and a
B2 corporate family rating.  The assigned ratings take into
consideration the company's high leverage ratios and the company's
exposure to slowing residential construction market.  At the same
time the ratings benefit from the company's highly variable cost
structure, impressive market position, as well as its revenue and
geographic diversification.  The ratings outlook is stable.

These ratings were assigned:

   * $20 million senior secured revolver, due 2012,
     rated B1;

   * $82 million senior secured term loan B, due 2013,
     rated B1;

   * $100 million senior subordinated notes, due 2014,
     rated Caa1;

Corporate Family Rating, rated B2.

Proceeds from the transaction along with sponsor and management
equity will primarily go towards financing the purchase of IPS
Corporation.

The assigned ratings reflect the company's high leverage, and low
free cash flow generation relative to debt levels.  The assigned
ratings also consider the company's impressive market position as
one of the top two suppliers of adhesive materials for plastic
products for the plumbing and irrigation markets.

The stable ratings outlook reflects the company's market position
and its highly variable cost structure.  Its cost structure should
allow declines in revenues to be mostly offset by decreasing
operating costs.  As a result, Moody's believes that the company's
free cash flow would likely remain positive even if sales declined
by 10%.

An improvement in free cash flow to total debt of over 7% on an
projected basis and leverage of under 3.5 times.

A reduction in free cash flow to under 2% on a projected basis or
an increase in leverage to over 6 times.

Headquartered in Compton, California, IPS is a leading provider of
adhesive materials for plastic products and an injection- molding
manufacturer.


IPS CORP: S&P Junks Ratings on $100 Million 11.25% Senior Notes
---------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B' corporate
credit rating to Compton, California-based IPS Corp.

At the same time, Standard & Poor's assigned its 'B+' senior
secured bank loan rating and '1' recovery rating to the company's
proposed $20 million revolving credit facility due 2012 and $82
million term loan due 2013.

Standard & Poor's also assigned a 'CCC+' subordinated debt rating
to the $100 million 11.25% senior subordinated notes due in 2014.
The issue ratings are based on preliminary terms and conditions.
The outlook is stable.

Fremont Partners, a private equity firm, and IPS' management will
use the proceeds from the term loan and subordinated notes as well
as equity to purchase the company from the current private equity
owner, Nautic Partners, and repay IPS' existing debt.  Pro forma
for the proposed transaction, IPS will have total debt, including
capitalized operating leases, of $183 million, with pro forma
total debt to EBITDA of about 5.4x as of June 30, 2006.

IPS is a pipe adhesive and plumbing product manufacturer, with
leading market share in its niche markets and relatively strong
operating margins.

"We expect the company to remain highly leveraged," said Standard
& Poor's credit analyst Lisa Wright.  "Although IPS should use
some free cash flow to reduce bank loan debt, we also expect the
company to pursue acquisitions to add additional product lines,
which could be debt-financed.  The company's small financial base
makes credit measures vulnerable to wide swings."

IPS' leading market shares in niche markets and Standard & Poor's
expectations that gradually improving commercial construction
demand should offset a slowdown in residential construction
activity over the intermediate term support the ratings.

"The company's product concentration and modest revenue base limit
upside rating prospects," Ms. Wright said.  "We could revise the
outlook to negative if the company pursues aggressive debt-
financed acquisitions or if earnings and liquidity are constrained
by increasing raw-material costs that the company is unable to
pass through to its customers."


JACOBS ENT: Closes $310 Million Refinancing to Fund Acquisitions
----------------------------------------------------------------
Jacobs Entertainment, Inc. completed a refinancing of its senior
and subordinated indebtedness.  The company completed the sale of
$210 million aggregate principal amount of 9-3/4% senior unsecured
notes due June 15, 2014 and arranged for a $100 million bank
senior credit facility.

The funds raised from the notes, together with borrowings under
the new senior credit facility were or will be used to:

   (1) retire $148 million aggregate principal amount of the
       Company's 11-7/8% Senior Secured Notes due 2009, along with
       accrued and unpaid interest to the redemption date and the
       related tender and consent costs of $9.4 million;

   (2) acquire the assets of Pinon Plaza Casino in Carson City,
       Nevada for $14.5 million;

   (3) acquire three truck plazas and raw land suitable for a
       fourth truck plaza in Louisiana from an affiliated party
       for an aggregate of approximately $15 million;

   (4) acquire two additional truck plaza facilities in Louisiana
       for an aggregate purchase price of $5.8 million from an
       unaffiliated party;

   (5) pay a distribution to stockholders in connection with the
       Company's purchase of two truck plazas in Louisiana of
       $8.8 million;

   (6) pay a distribution to stockholders of $10 million;

   (7) refinance $26.5 million of existing indebtedness (including
       $19.5 million of subordinated debt held by stockholders);
       and

   (8) pay related fees and expenses associated with the forgoing
       of $7.5 million, and add $1.3 million to cash.

The Joint Book-Running Managers for the note offering were Credit
Suisse and CIBC World Markets and the Co-Managers were Wells Fargo
Securities, KeyBanc Capital Markets and Libra Securities, LLC.

                    About Jacobs Entertainment

Headquartered in Golden, Colorado, Jacobs Entertainment is a
developer, owner and operator of gaming and pari-mutuel wagering
facilities throughout the United States, with properties located
in Colorado, Louisiana, Nevada and Virginia.  Jacobs Entertainment
owns and operates three land-based casinos, 11 truck plaza video
gaming facilities (two of which are leased) and a horseracing
track with nine off-track wagering facilities (five of which are
leased).  In addition, Jacobs Entertainment is party to an
agreement that entitles it to a portion of the gaming revenue from
an additional truck plaza video gaming facility.

                          *     *     *

As reported in the Troubled Company Reporter on June 9, 2006,
Standard & Poor's Ratings Services assigned its 'B-' rating to
Jacobs Entertainment Inc.'s proposed $210 million senior unsecured
notes due 2014.  The proposed note issue, along with its new
$100 million bank facility (rated on May 9, 2006), are expected to
be used to refinance existing debt; to fund the $14.5 million
acquisition of a casino in Carson City, Nevada; to acquire five
truck plazas and land suitable for another truck plaza for $21
million; to reimburse $8.8 million of costs associated with the
previous acquisition of two truck plazas; to fund a $10 million
dividend to shareholders; and for transaction fees and expenses.

At the same time, Standard & Poor's affirmed its existing ratings
on the casino owner and operator, including its 'B' corporate
credit rating.  The outlook remains stable.

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


KAISER ALUMINUM: Law Debenture Withdraws Holder Affidavits Protest
------------------------------------------------------------------
Law Debenture Trust Company of New York withdrew its objection to
the stipulated Stay Order with respect to the affidavits of 18
holders of the Liquidating Debtors' 10-7/8% Series B Notes, 9
holders of 10-7/8% Series D Notes, and 20 holders of Gramercy
Bonds.

A list of the affidavits is available for free at:

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

Liverpool Limited Partnership has joined Law Debenture's objection
to the Stay Order.

Francis A. Monaco, Esq., at Monzack and Monaco, P.A., in
Wilmington, Delaware, relates that the withdrawal is without
prejudice to Law Debenture and Liverpool's objection to the other
Holder Affidavits, as to which Objection remains pending and
unaffected.

As reported in the Troubled Company Reporter on June 6, 2006,
Judge Fitzgerald has approved a stipulated Stay Order, which
permitted the distribution of "Funds and Stock Subject to Appeal"
to certain holders of the Kaiser Aluminum Corporation and its
debtor-affiliates' senior notes -- 10-7/8% Notes, 9-7/8% Notes,
and 7-3/4% SWD Revenue Bonds.

To distribute the Funds and Stock, the Stay Order requires the
holders of the Senior Notes to submit an affidavit providing a
promise to return monies they received upon a reversal of the
Guaranty Decision on appeal.

Joseph J. Bodnar. Esq., at Monzack and Monaco, P.A., in
Wilmington, Delaware, relates that approximately 400 holder
affidavits were delivered to Law Debenture Trust Company on
April 25, 2006.

However, Mr. Bodnar says, several of the Holder Affidavits are
defective because of holders' failure to:

    (1) sign the affidavit or sign on behalf of the correct
        noteholder;

    (2) sign the verification or identify the signer of the
        verification;

    (3) obtain the NYSE Medallion Stamp Signature;

    (4) indicate the dollar amount of the noteholder's holdings;

    (5) include all pages of the Holder Affidavit;

    (6) state the noteholder's net worth or the net worth stated
        was insufficient under the terms of the Holder Affidavit;
        or

    (7) provide the noteholder's address, tax identification
        number, and complete broker information.

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


KOOSHAREM CORP: Moody's Junks Rating on Proposed $55 Million Loan
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Koosharem
Corporation's proposed $245 million first lien credit facility and
a Caa1 rating to its proposed $55 million second lien term loan,
which are intended to replace its proposed $300 million first lien
senior secured credit facility that was cancelled.   Concurrently,
Moody's withdrew the B2 rating assigned to the proposed $300
million first lien credit facility.  Pro-forma for the
aforementioned capital mix changes, Moody's affirmed the B2
corporate family rating.  The ratings outlook is stable.

On May 11, 2006, Select entered into a definitive agreement to
acquire RemedyTemp, Inc. for $17 in cash per share, representing
approximately $169 million in aggregate consideration before $27.9
million of unrestricted cash received.  The acquisition is
expected to close in June 2006 and is subject to customary closing
conditions, including approval by Remedy shareholders.

The acquisition of Remedy together with the refinancing of
Select's existing debt is expected to be financed with a
$160 million first lien term loan, $55 million second lien term
loan, approximately $24 million of borrowings under a proposed $85
million revolving credit facility and $27.9 million of
unrestricted cash on hand.

The ratings reflect solid credit metrics for the rating category,
a strong market position in California, low levels of customer
concentration and good industry demand trends.  The ratings are
constrained by substantial integration risks, intense price
competition, and pronounced earnings and margin cyclicality.

Moody's took these rating actions:

   * Assigned $85 million 5 year senior secured revolving credit
     facility, B1

   * Assigned $160 million 6 year first lien term loan, B1

   * Assigned $55 million 7 year second lien term loan, Caa1

   * Affirmed corporate family rating, B2

   * Withdrew $85 million 5 year senior secured revolving credit
     facility, B2

   * Withdrew $215 million 6 year senior secured term loan B, B2

   * The ratings outlook is stable.

The ratings are subject to review of executed documents and
Koosharem's 2005 audited financial statements.

The stable rating outlook anticipates flat to modestly declining
revenues as the company completes the integration of Remedy.  The
pro forma operating margin, reflecting Moody's estimate of cost
savings, is expected to stabilize at about 3.5%.  Cash flow from
operations over the next year should exceed required capital
expenditures, term loan amortization and non-recurring costs
related to the integration.

The ratings could be upgraded if the company achieves steady
organic revenue growth and reaches management's targeted cost
savings such that debt to EBITDA and free cash flow to debt can be
sustained at less than 4 times and over 8%, respectively.

The ratings could be downgraded if the company experiences
difficulty completing the merger integration or suffers
deteriorating operating margins such that debt to EBITDA and free
cash flow to debt are expected to be sustained at over 6.5 times
and below 3%, respectively.  A material settlement of outstanding
employment related litigation could also pressure the ratings.

Select is a privately-held staffing services business with over 50
offices throughout California, Arizona, Florida, New Jersey and
Texas.  Select offers temporary, temp-to-hire, and direct
placement positions primarily in the clerical, accounting,
customer service, mortgage, industrial and technical fields.  
Pro forma for the acquisition of Remedy, 2005 revenues were about
$1 billion.  The combined company expects to provide its services
in 35 states, Puerto Rico and Canada, through a network of 220
offices.


LEGACY ESTATE: Can Employ Chanin Capital as Investment Banker
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
gave The Legacy Estate Group LLC permission to employ Chanin
Capital Partners LLC as its investment banker and financial
advisor pursuant to Sections 327(a) and 328(a) of the Bankruptcy
Code.

Chanin Capital will:

   1) review and analyze the Debtor's business and financial
      projections and evaluate its strategic and financial
      alternatives;

   2) advise the Debtor on tactics and strategies for negotiating
      with the holders of existing debt and other liabilities and
      other stakeholders;

   3) participate in meetings or negotiations with the Debtor's
      creditors and other stakeholders and assist in evaluating,
      structuring, negotiating and implementing the terms and
      conditions of a transaction for renegotiating the Debtor's
      debt and other liabilities;

   4) assist the Debtor in preparing descriptive material to be
      provided to potential properties to an M&A transaction,
      financing transaction or DIP financing;

   5) develop, update and review with the Debtor on an ongoing
      basis list of parties that might participate in an M&A
      transaction, financing transaction or DIP financing and
      contact potential parties to those transactions;

   6) assist in evaluating proposals received regarding an M&A
      transaction, financing transaction or DIP financing and
      provide expert testimony in proceedings before the
      Bankruptcy Court; and

   7) render all other investment banking and financial advisory
      services to the Debtor that are necessary in its chapter 11
      case.

Steven B. Sebastian, a member at Chanin Capital, disclosed that
his Firm received a $100,000 retainer.

Mr. Sebastian reported that Chanin Capital will be paid with:

   1) a $100,000 Contested Valuation Fee for providing valuation
      evidence and expert witness testimony in relation to a
      contested valuation in any contested matter or adversary
      proceeding between the Debtor and any secured creditor;

   2) a $1,500,000 Transaction Fee for a consummated transaction
      with respect to an M&A transaction, financing transaction or
      restructuring transaction, provided, however that only one
      Transaction Fee will be payable;

   3) a DIP Financing Fee equal to 2% of the gross available
      proceeds of a successfully completed DIP financing
      transaction; and

   3) expense reimbursement for expenses incurred in connection
      with the services to be provided under the Engagement
      Agreement between Chanin and the Debtor.

Chanin Capital assured the Court that it does not represent any
interest materially adverse to the Debtor and it is a
disinterested person.

Headquartered in Saint Helena, California, The Legacy Estate Group
LLC -- http://www.freemarkabbey.com/-- owns Freemark Abbey
Winery, which produces a range of red, white, and dessert wines.
Legacy Estate and Connaught Capital Partners, LLC, filed for
chapter 11 protection on November 18, 2005 (Bankr. N.D. Calif.
Case No. 05-14659).  John Walshe Murray, Esq., Lovee Sarenas,
Esq., and Robert A. Franklin, Esq., at the Law Offices of Murray
and Murray represent the Debtors in their restructuring efforts.
Lawyers at Winston & Strawn LLP represents the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they estimated more than $100 million in
assets and debts between $50 million and $100 million.


MAGNESIUM CORP: Jackson Thornton OK'd as Trustee's Expert Witness
-----------------------------------------------------------------
The Honorable Robert E. Gerber of the U.S. Bankruptcy Court for
the Southern District of New York authorized the retention of
Jackson Thornton, P.C., as the financial advisor and expert
witness of Lee E. Buchwald, the Chapter 7 Trustee of the estates
of Magnesium Corporation of America and Renco Metals, Inc.

Jackson Thornton will assist the Chapter 7 Trustee and the
Trustee's general bankruptcy counsel, Stevens & Lee, P.C., by
providing an expert report and expert testimony in the
Williams Litigation.

The Williams Litigation is the adversary proceeding -- Adv. P. No.
04-02656 -- filed by the Chapter 7 Trustee on March 5, 2004,
against Williams Energy Marketing & Trading Co., f/k/a Barrett
Resources, pursuant to Rule 7001 of the Federal Rules of
Bankruptcy Procedures to avoid and recover transfers totaling
$3,407,854.56 made by the Debtors to Williams.

W. Terry Mitchell, C.P.A., a principal at Jackson Thornton, P.C.,
discloses that the Firm's professionals bill:

      Designation                   Hourly Rate
      -----------                   -----------
      Partners                      $215 - $258
      Senior Managers               $155 - $160
      Managers                      $125 - $145
      Seniors                        $95 - $120
      Assistants                     $75 - $110
      Paraprofessionals              $60 - $95

Mr. Mitchell assures the Court the Firm does not hold or represent
any interest materially adverse to the Debtors or their estates in
this engagement.

Jackson Thornton, P.C., is a certified public accounting and
consulting firm specializing in bankruptcy and turnaround matters.  
The Firm has offices in Montgomery, Dothan, Prattville, and
Wetumpka, all in Alabama.  The Firm has 28 principals and over 170
employees.  Mr. Mitchell can be contacted at:

      W. Terry Mitchell, C.P.A.
      Jackson Thornton, P.C.
      200 Commerce Street 36104
      P. O. Box 96
      Montgomery, AL 36101-0096

Magnesium Corporation of America, a unit of Renco Group Inc., was
the largest single producer of magnesium in the United States.
The Company filed for chapter 11 protection on Aug. 2, 2001
(Bankr. S.D.N.Y. Case No. 01-14312).  The Debtors sold
substantially all of their assets to U.S. Magnesium, LLC, in a
Sec. 363 Asset Sale Transaction.  When the Company filed for
protection from its creditors, it listed debts and assets of over
$100 million in their petition.  Judge Gerber ordered the case
converted to a chapter 7 liquidation on Sept. 24, 2003. Lee E.
Buchwald is the Chapter 7 Trustee of the Debtors.  Stevens & Lee,
P.C., represents the Chapter 7 Trustee.


MEYER'S BAKERIES: Court Converts Ch. 11 Cases to Ch. 7 Liquidation
------------------------------------------------------------------
The Honorable James G. Mixon of the U.S. Bankruptcy Court for the
Western District of Arkansas converted the chapter 11 cases of
Meyer's Bakeries, Inc., and its debtor-affiliates to chapter 7
liquidation proceedings and denied the Debtors' request to dismiss
their bankruptcy cases.

Creditors Bakery and Confectionery Union and Industry
International Pension Fund and Bakery, Confectionery, Tobacco
Workers and Grain Millers International Union, Local 111 objected
to the dismissal motion.   The Pension Fund sought for the
conversion.  

The Debtors wanted their cases dismissed because they were winding
up of their business operations.  The Debtors have not sought an
extension of their exclusivity period, which expired in early June
2005, and no plan has been filed.  The Debtors' lender and agent,
General Electric Capital Corporation, has restricted the Debtors'
use of cash collateral due to specific purposes.  The Debtors have
no unencumbered funds available with which to pursue avoidance
actions or to continue to administer their cases.

Headquartered in Hope, Arkansas, Meyer's Bakeries, Inc., produces
English muffins, bagels, bread sticks, energy bars, and hearth
baked specialty breads and rolls at its facilities in Hope and
Wichita.  The Company and its affiliate filed for chapter 11
protection on Feb. 6, 2005 (Bankr. W.D. Ark. Case No. 05-70837).
Charles T. Coleman, Esq., at Wright, Lindsey & Jennings LLP
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed total
assets of $44,226,139 and total debts of $48,699,754.


MORGAN STANLEY: Moody's Junks Ratings on $64.3 Mil. Certificates
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of six classes of Morgan Stanley Capital
I Inc., Commercial Mortgage Pass-Through Certificates, Series
1998-CF1:

   * Class A-2, $275,740,751, Fixed, affirmed at Aaa
   * Class A-MF1, $75,553,317, Fixed, affirmed at Aaa
   * Class A-MF2, $46,901,306, Fixed, affirmed at Aaa
   * Class X, Notional, affirmed at Aaa
   * Class B, $55,364,000, Fixed, affirmed at Aaa
   * Class C, $60,901,000, Fixed, upgraded to Aaa from Aa3
   * Class D, $60,901,000, Fixed, upgraded to A3 from Ba1
   * Class E, $19,378,000, Fixed, upgraded to Ba2 from B1
   * Class F, $22,146,000, Fixed, affirmed at Caa2
   * Class G, $33,218,000, Fixed, affirmed at C
   * Class H, $8,971,061, Fixed, affirmed at C

As of the June 15, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 40.5%
to $659.1 million from $1.1 billion at securitization.  The
Certificates are collateralized by 195 loans ranging in size from
less than 1% to 5.4% of the pool, with the 10 largest loans
representing 26.9% of the pool.  Twenty loans, representing 22.7%
of the pool, have defeased and are secured by U.S. Government
securities.  The defeased loans include four of the pool's top
five loans.

Thirty-four loans have been liquidated from the pool, resulting in
an aggregate realized loss of approximately $71.9 million.   
Classes J, K, L, M and N have been eliminated entirely due to
losses and Class H has experienced a $2.1 million loss.  Nine
loans, representing 2.8% of the pool, are currently in special
servicing.  Moody's is estimating aggregate losses of
approximately $1.8 million for the specially serviced loans.

Moody's was provided with year-end 2004 and partial or year-end
2005 operating results for 90.7% and 62.3% of the performing
loans, respectively.  Moody's loan to value ratio is 79.4%,
compared to 84.9% at Moody's last full review in August 2004 and
compared to 88.6% at securitization.  The upgrade of Classes C, D
and E is due to a high percentage of defeased loans and improved
overall pool performance.

The top three non-defeased loans represent 7.5% of the pool.  The
largest loan is the Wisconsin Hotel Portfolio Loan, which is
secured by six hotels totaling 645 rooms.  All of the properties
are located in Wisconsin and are flagged as Budgetel, Comfort
Suites, Holiday Inn Express and Holiday Inn.  The loan is on the
master servicer's watchlist due to low debt service coverage.   
Moody's LTV is in excess of 100%, the same as at last review.

The second largest loan is the Cambridge Square Shopping Center
Loan, which is secured by a 231,000 square foot retail center
located in Morganville, New Jersey.  The center is 100% occupied
and is anchored by Home Depot.  The center was originally anchored
by Kmart, which vacated in 2002.  Home Depot was brought into the
center in 2004.  Moody's LTV is 74.9%, compared to in excess of
100% at last review.

The third largest loan is the Ohio Mobile Home Park Portfolio Loan
which is secured by seven mobile home parks totaling 1,154 pads.  
The parks are located in Ohio and Kentucky and have an overall
occupancy rate of 78%.  Moody's LTV is 98.2%, compared to 97.7% at
last review.

The pool collateral is a mix of retail, U.S. Government
securities, multifamily, lodging, office and mixed use, industrial
and self storage and healthcare.  The collateral properties are
located in 37 states.  The highest state concentrations are
California, Florida, Texas, New Jersey and New
York.  All of the loans are fixed rate.


NATIONAL CENTURY: LTC Entities Lawsuit Stayed Until July 28
-----------------------------------------------------------
VI/XII Collateral Trust and FTI Consulting, Inc., asked the U.S.
Bankruptcy Court for the Southern District of Ohio to issue a
summary judgment declaring that:

    (1) Long Term Care Management, Inc., Quality Long Term Care
        Management, Inc., and Quality Long Term Care, Inc., are
        liable for the $1,130,000 currently owed on NPF XII,
        Inc.'s allowed claims in the LTC Entities' Chapter 11 plan
        of reorganization -- the Settlement Obligation;

    (2) The LTC Entities should turnover all amounts currently
        mature and due under the Settlement Obligation;

    (3) The LTC Entities breached the LTC Plan by failing to make
        payments they admittedly owe to the Trust; and

    (4) The LTC Entities' failure to make payments under the
        Settlement Obligation is in contempt of the Confirmation
        Order and the Enforcement Order in the Chapter 11 cases of
        National Century Finance Enterprises, Inc.

Besides the summary judgment request, the other matter currently
pending before the Court in the Adversary Proceeding is the LTC
Entities' request to dismiss the complaint for lack of subject
matter jurisdiction.

Adam J. Biehl, Esq., at Bailey Cavalieri LLC, in Columbus, Ohio,
relates that the parties to the Adversary Proceeding are parties
to an appeal in a related matter pending before the Sixth Circuit
Court of Appeals.

Counsel for the parties have participated in the Sixth Circuit's
mediation program and have expressed optimism that a settlement
of all disputes between the parties, including the Adversary
Proceeding, can be reached, Mr. Biehl tells the Court.

Mr. Biehl notes that the parties require additional time to
exchange financial information and negotiate the terms of a
settlement.  The Sixth Circuit mediator has agreed to stay the
briefing schedule for the Appeal and has recommended that the
parties stay the proceedings in related matters while settlement
negotiations are pursued.

For this reason, the LTC Entities ask the Court to extend the
time within which they may file a response to the summary
judgment request.  The LTC Entities also ask the Court to stay
all matters pending in the Adversary Proceeding while they engage
in settlement negotiations with the Debtors.

                      Court Stays Complaint

Judge Calhoun rules that all matters pending before the Court in
the Adversary Proceeding will be stayed for a period of 45 days
through, and including, July 28, 2006.

If the Period of Stay expires without being extended by agreement
of the parties, then the LTC Entities will have an additional
two-week extension of time through, and including, Aug. 11,
2006, to move or otherwise respond to the Summary Judgment
Motion, Judge Calhoun says.

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


NEXIA HOLDINGS: Gets Release of Lien from Hallmark Construction
---------------------------------------------------------------
Nexia Holdings Inc. (OTCBB: NEXH) reported that its subsidiary,
Wasatch Capital Corp., the owner of the Wallace Bennett Building,
located on 100 South in downtown Salt Lake City, received a
complete Release of Lien, which releases the claims of Hallmark
Construction & Development LLC, in the amount of $94,541, for
costs related to the improvements made to the Wallace Bennett
Building during the year 2004.  No additional payments, nor
promises of payment, were made by Wasatch Capital Corp. in
exchange for the Release of Lien.

"This release is a vindication of the company's position that it
had fully paid for the construction and improvement made to the
Wallace Bennett Building prior to the filing of the lien," Richard
Surber, Nexia's president, said.  "I believe that this action will
provide additional assistance in Wasatch Capital's efforts to
obtain permanent long-term financing for the Wallace Bennett
Building."

Headquartered in Salt Lake City, Utah, Nexia Holdings Inc. --
http://www.nexiaholdings.com/-- through its subsidiaries, engages  
in the acquisition, lease, management, and sale of real estate
properties in the continental United States.  It operates, owns,
or has interests in a portfolio of commercial, industrial, and
residential properties.  The company's commercial properties
comprise Wallace-Bennett Building, and a one-story retail building
in Salt Lake City, Utah; and an office building in Kearns, Utah.  
Its residential property comprises a condominium unit located in
close proximity to Brian Head Ski Resort and the surrounding
resort town in southern Utah.  The company's industrial property
includes Parkersburg Terminal in Parkersburg, West Virginia.  It
also owns parcels of undeveloped land in Utah and Kansas.

                          *     *     *

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 6, 2005, HJ &
Associates, LLC, expressed substantial doubt about the Company's
ability to continue as a going concern after it audited the
Company's financial statements for the year ended Dec. 31,
2004.  The auditing firm pointed to the Company's significant
losses from operations, accumulated deficit and working capital
deficit.

At March 31, 2006, the Company reported an operating loss of
$289,466; an accumulated deficit of $13,508,547; and a working
capital deficit of $1,266,397.


NOVELIS INC: Consent Solicitation Prompts S&P to Hold Ratings
-------------------------------------------------------------
Standard & Poor's Rating Services held its ratings on Novelis Inc.
on CreditWatch with negative implications, where they were placed
April 7, 2006, after the company announced that it is soliciting
consent from the holders of its $1.4 billion 7.25% senior notes
for proposed amendments of the notes indenture, as well as a
waiver of default.

Novelis has breached a covenant in the notes indenture to file
reports on a timely basis, and the consent would give the company
until Dec. 31, 2006, to file its SEC reports.  The company still
faces a Sept. 30, 2006, deadline for filing its 2005 10-K and an
Oct. 31, 2006, deadline for its first-quarter 2006 10-Q in
accordance with a waiver received from its bank lenders.

The short-term rating of 'B-2' on Novelis remained on CreditWatch
with negative implications, reflecting the company's high degree
of near-term financial risk caused by successive breaches of
covenants to file financial statements on a timely basis, which
have required the company to obtain waivers from its lenders and
have compelled it to seek consents from noteholders.

"Successful completion of the notes consent and waiver -- along
with previously received waivers from its bank lenders -- would
reduce the risk of acceleration on the company's rated debt," said
Standard & Poor's credit analyst Don Marleau.

Nevertheless, as with any reporting and filing issue, there
remains considerable uncertainty.

"Novelis' inability to obtain a waiver could result in a technical
default and acceleration of the notes, thus requiring new
financing under difficult conditions and increasing the risk of
the ratings being lowered," Mr. Marleau added.

Furthermore, the financial costs incurred to receive the waivers
are rising, which increases the probability that the company could
breach the interest coverage covenants in the next several
quarters.  Naturally, the breach of a financial covenant would
necessitate additional remedies and limit availability under its
$500 million credit facility, thereby contributing to protracted
risk of acceleration through 2006 in the absence of further
waivers.

Notwithstanding the elevated financial risk stemming from Novelis'
technical default, the company has stated that it has used free
cash flow to pay down debt by more than $300 million in 2005 and
an additional $80 million in the first quarter of 2006.

Furthermore, the company expects to reduce debt by a total of
$200 million-$250 million in 2006.  Overall, the restatement of
the company's financial results were small, and had a positive
effect of $11 million on net income in the first half of 2005.

The CreditWatch on Novelis will likely be resolved only after the
company has become current with its reporting requirements and the
risk of acceleration has been substantially eliminated.  The
company has stated that it expects to file its 10-K statements
well before the Sept. 30, 2006, deadline.


OCA INC: Kingsmill Riess Okayed as Supplemental Litigation Counsel
------------------------------------------------------------------
The Honorable Jerry A. Brown of the U.S. Bankruptcy Court for the
Eastern District of Louisiana in New Orleans authorized OCA, Inc.,
and its debtor-affiliates to employ Kingsmill Riess, LLC, as their
supplemental litigation counsel.

Kingsmill Ries will assist Heller, Draper, Hayden, Patrick & Horn,
LLC, the Debtors' bankruptcy counsel, to:

   -- file and prosecute adversary proceedings against the
      55 defaulted and terminated Affiliated Practices; and

   -- address any defenses and objections raised by the defaulted
      Affiliated Practices, whether raised in the context of the
      adversary actions or in objections to the Plan and
      Disclosure Statements, or in objecting to proofs of claim.

Marguerite K. Kingsmill, Esq., a partner at Kingsmill Riess, LLC,
will be the primarily responsible for this engagement.  She will
bill $350 per hour.  Other professionals of the Firm's bill:

   Professional                     Hourly Rate
   ------------                     -----------
   Other Partners                   $250 to $295
   Associates                       $185 to $225
   Paralegal                             $85

Ms. Kingsmill assures the Court that the Firm does not hold any
interest adverse to the Debtors, their estates or other parties-
in-interest.

Based in Metairie, Louisiana, OCA, Inc. -- http://www.ocai.com/
-- provides a full range of operational, purchasing, financial,
marketing, administrative and other business services, as well
as capital and proprietary information systems to approximately
200 orthodontic and dental practices representing approximately
almost 400 offices.  The Debtor's client practices provide
treatment to patients throughout the United States and in Japan,
Mexico, Spain, Brazil and Puerto Rico.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 14, 2006 (Bankr. E.D. La. Case No.
06-10179).  Three Debtors also filed for bankruptcy protection on
June 1, 2006 (Bankr. E.D. La. Case No. 06-10503).  William H.
Patrick, III, Esq., at Heller Draper Hayden Patrick & Horn, LLC,
represents the Debtors.  Patrick S. Garrity, Esq., and William E.
Steffes, Esq., at Steffes Vingiello & McKenzie LLC represent the
Official Committee of Unsecured Creditors.  Carmen H. Lonstein,
Esq., at Bell Boyd & Lloyd LLC and Robin B. Cheatham, Esq., at
Adams and Reese LLP represent the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $545,220,000 in total assets and
$196,337,000 in total debts.


PANAMSAT HOLDING: Unit Prices $575 Mil. Offering of $9% Sr. Notes
-----------------------------------------------------------------
PanAmSat Holding Corporation reported that its wholly-owned
subsidiary, PanAmSat Corporation, priced $575 million aggregate
principal amount of 9% senior notes due 2016 in connection with
the contemplated acquisition of PanAmSat by Intelsat (Bermuda),
Ltd., a wholly-owned subsidiary of Intelsat, Ltd.

In addition, PanAmSat reported that Intelsat Bermuda priced
$2.34 billion aggregate principal amount of senior notes due
2013 and 2016.  The net proceeds from these offerings will be
used, together with cash on hand and amounts drawn under a new
$600 million senior unsecured credit facility at Intelsat Bermuda,
to consummate the Acquisition and to fund the purchase of certain
outstanding notes of PanAmSat.  The notes offerings and the
Acquisition are expected to close on July 3, 2006, subject to the
satisfaction or waiver of closing conditions.
    
                         About PanAmSat

Headquartered in Wilton, Connecticut, PanAmSat Holding Corp. --
http://www.panamsat.com/-- through its owned and operated fleet  
of 25 satellites, is a leading global provider of video,
broadcasting and network distribution and delivery services.  It
transmits 1,991 television channels worldwide and, as such, is the
leading carrier of standard and high-definition signals.  In
total, the Company's in-orbit fleet is capable of reaching over 98
percent of the world's population through cable television
systems, broadcast affiliates, direct-to-home operators, Internet
service providers and telecommunications companies.  In addition,
PanAmSat supports satellite-based business networks in the U.S.,
as well as specialized communications services in remote areas
throughout the world.  

                          *     *     *

PanAmSat Holding Corp.'s 10-3/8% Senior Discount Notes due 2014
carry Moody's Investors Service's Caa1 rating, Standard & Poor's B
rating and Fitch Ratings' CCC+ rating.


PARMALAT USA: Citibank Can Pursue Suit Against Parmalat Paraguay
----------------------------------------------------------------
Citibank, N.A., and Citibank, N.A. International Banking
Facility, on one hand, and Dr. Enrico Bondi, extraordinary
administrator of Parmalat Finanziaria S.p.A. and certain of its
affiliates and CEO of Reorganized Parmalat, on the other hand,
entered into an agreement relating to a preliminary injunction
order issued by the U.S. Bankruptcy Court for the Southern
District of New York.

Accordingly, the Parties agree in a Court-approved stipulation
that:

   a. at 5:00 p.m. New York time on July 31, 2006, the
      Preliminary Injunction Order will be automatically be
      deemed modified to permit Citibank to take any action to
      enforce its rights against Parmalat Paraguay or otherwise
      with respect to the obligations of Parmalat Paraguay to
      Citibank in Paraguay;

   b. during the Standstill Period, Reorganized Parmalat will
      provide Citibank, concerning Parmalat Paraguay and its
      subsidiaries, with:

         -- access to company management;

         -- access to their Paraguayan advisers;

         -- access to their books and records;

         -- copies of and access to forecasts, budgets,
            restructuring plans, term sheets relating to a sale
            or other disposition of the assets, purchase and sale
            agreements, and correspondence relating to a sale or
            other disposition of assets or the restructuring of
            indebtedness; and

   c. during the Standstill Period, Reorganized Parmalat will not
      sell, transfer, encumber or incur new debt on any of the
      assets or shares of any of the Parmalat Paraguay Entities
      without Citibank's prior written consent.

The Standstill Period may be further extended upon the parties'
written agreement.

                         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 Bankruptcy News, Issue
No. 73; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PCA LLC: Interest Payment Default Prompts S&P's D Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Matthews, North Carolina-based PCA LLC to 'D' from
'CCC-'.

At the same time, the senior secured and senior unsecured ratings
were lowered to 'D' from 'C'.

"This action follows the company's failure to make a regularly
scheduled interest payment of $687,500 on its 13.375% senior
subordinated notes due 2010 and the expiration of the 30-day grace
period on June 14, 2006," said Standard & Poor's credit analyst
Mary Lou Burde.

As a result, an event of default occurred with respect to the
senior subordinated notes, which also caused a cross default under
the company's senior credit agreement.  The company, which
operates portrait photography studios, is currently negotiating
with its bondholders to obtain a forbearance agreement.


PETER HANSEN: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Peter Hansen
        Sandra Hansen
        dba OSA Development, Inc.
        P.O. Box 1401
        Mount Vernon, Washington 98273

Bankruptcy Case No.: 06-12039

Type of Business: The Debtors previously filed for chapter 11
                  protection on November 4, 2004 (Bankr. W.D.
                  Wash. Case No. 04-24318).

Chapter 11 Petition Date: June 22, 2006

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtors' Counsel: Steven C. Hathaway, Esq.
                  115 West Magnolia, Suite 211
                  P.O. Box 2147
                  Bellingham, Washington 98227-2147
                  Tel: (360) 676-0529
                  Fax: (360) 676-0067

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' 2 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Mt. View Excavating              Property              $365,313
3492 Mt. Baker Highway           Development
Bellingham, WA 98226             Costs

The James Co.                    7115 Birch Bay        $146,223
114 West Magnolia, Suite 419     Drive
Bellingham, WA 98225             Blaine, WA 98230


PLIANT CORP: Delaware Court Confirms Plan of Reorganization
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
Pliant Corporation's Plan of Reorganization setting the stage for
the company to emerge from Chapter 11, following closing of the
company's previously reported $200 Million exit financing package
and other related conditions.

The Plan will significantly increase Pliant's free cash flow,
reduce debt and interest expense, and eliminate all existing
mandatory redeemable preferred equity through an exchange with
holders of the company's 13% Senior Subordinated Notes, Series A
and Series B Preferred stock, and Common stock.  A key provision
of the plan will be the payment of all outstanding pre-petition
trade vendor claims.

"We are very pleased that the Court has confirmed our financial
restructuring plan and are excited about Pliant's future," Harold
Bevis, President and CEO said.  "We expect Pliant's significantly
improved balance sheet and cash flows to help us continue to build
a world-class flexible packaging company.  I would like to
especially thank our employees, customers, and vendors who have
remained committed to our longstanding partnerships throughout
this process.  These partnerships are key to Pliant's future
success."

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.


PRESIDENT CASINOS: Panel's Hires RubinBrown as Financial Advisor
----------------------------------------------------------------
The Honorable Kathy A. Surratt-States of the U.S. Bankruptcy Court
for the Eastern District of Missouri, Eastern Division, approved
the retention of RubinBrown as financial advisor of the Official
Committee of Unsecured Creditors of President Riverboat Casino-
Missouri, Inc.

RubinBrown will:

   (a) assist the Committee in preparing or evaluating plan
       that may be filed in the Debtor's bankruptcy case; and

   (b) provide any reporting or testimony that is necessary with
       regard to their services.

Michael T. Lewis, a partner at RubinBrown, discloses that the
Firm's professionals bill:

     Designation                      Hourly Rate
     -----------                      -----------
     Senior Partner                       $395
     Partner                              $310
     Principal                            $245
     Senior Manager                       $215
     Manager                              $175
     Senior Analyst                       $155
     Experienced Analyst                  $145
     Staff Analyst                        $130
     Paraprofessional                 $100 - $125

Mr. Lewis assures the Court that RubinBrown does not hold nor
represent any interest adverse to the Debtor's estate, the
Committee or other parties-in-interest.

Headquartered in St. Louis, Missouri, President Casinos Inc. --
http://www.presidentcasino.com/-- currently owns and operates a
dockside gaming casino in St. Louis, Missouri through its wholly
owned subsidiary, President Missouri.  The Debtor filed for
chapter 11 protection on June 20, 2002 (Bankr. S.D. Miss. Case No.
02-53055).  On July 11, 2002, substantially all of Debtor's other
operating subsidiaries filed for chapter 11 protection in the same
Court.  The Honorable Judge Edward Gaines ordered the transfer of
President Casino's chapter 11 cases from Mississippi to Missouri.
The case was reopened on Nov. 5, 2002 (Bankr. E.D. Mo. Case No.
02-53005).  Brian Wade Hockett, Esq., at Hockett Thompson Coburn
LLP, represents the Debtors in their restructuring efforts.  David
A. Warfield, Esq., at Blackwell Sanders Peper Martin LLP,
represents the Official Committee of Unsecured Creditors.  The
Company's balance sheet at Nov. 30, 2005 showed assets totaling
$66,292,000 and debts totaling $75,531,000.

                      *     *     *

As reported in the Troubled Company Reporter on June 14, 2006,
Deloitte & Touche LLP, in St. Louis, Missouri, raised substantial
doubt about President Casinos, Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the year ended Feb. 28, 2006.  The auditor pointed
to the Company's recurring losses from operations, negative
working capital and stockholders' capital deficiency.


PROCON HOLDINGS: Involuntary Chapter 11 Case Summary
----------------------------------------------------

   Alleged Debtors                     Case No.
   ---------------                     --------
   Procon Holdings, Inc.               06-11411
   c/o Biggs and Battaglia
   921 North Orange Street
   Wilmington, Delaware 19801

   Roses Grove, LLC                    06-11413
   c/o Abraham Weiss & Company
   22 West 38th Street, 12th Floor
   New York, New York 10018

Involuntary Petition Date: June 23, 2006

Chapter: 11

Court: Southern District of New York (Manhattan)

Petitioner's Counsel: David Dunn, Esq.
                      Hogan & Hartson, LLP
                      875 Third Avenue
                      New York, New York 10022
                      Tel: (212) 918-3000
                      Fax: (212) 918-3100

   Petitioner                    Nature of Claim    Claim Amount
   ---------                     ---------------    ------------
JSC Foreign Economic             Judgment           $192,715,245
Association Technoslroyexport
c/o Hogan & Hartson LLP
875 Third Avenue
New York, New York 10022


PT HOLDINGS: Files 2004 Audited Financial Statement
---------------------------------------------------
PT Holdings Company, Inc., the parent company of Port Townsend
Paper Corporation (Bloomberg ticker: PTOWNS) reported its 2004
audited financial statements pursuant to the requirements of its
revolving credit facility.

The delays in delivering the 2004 statements were necessary to
complete the restatement of the Company's 2002 and 2003
statements.  The Company restated and re-audited its 2002 and 2003
financial statements to correct 1997 and 2001 purchase accounting,
accounting for inventory including replacement spare parts,
valuation of deferred tax assets, and treatment of other
significant accounting issues.

                        Going Concern Doubt

The 2004 report from its independent accounting firm expresses
doubt about the Company's ability to continue as a going concern.

Selected financial data:         

                           For the years ended December 31
                     --------------------------------------------
                         2004       2003 Restated   2002 Restated
                     ------------   -------------   -------------
   Net sales         $204,228,000    $186,517,000    $179,974,000

   Net loss          ($11,424,000)      ($919,000)   ($15,416,000)

   Total assets      $157,951,000    $139,029,000    $132,463,000

   Long-term debts   $134,555,000     $92,128,000     $96,828,000

The Company has provided its audited financial statements for the
year ended Dec. 31, 2004, and its restated and re-audited
financial statements for the years ended Dec. 31, 2003, and 2002,
together with its 2004 Annual Report to Bondholders to its
bondholders trustee pursuant to the terms of its Senior Secured
Notes agreement.

The information will be available to bondholders and qualified
investors on the Company's website until June 30, 2006, at
http://www.ptpc.com/

                      September 15 Extension

The Company has received an extension from its lender to deliver
its 2005 audited financial statements by Sept. 15, 2006.  Upon
completion of the audit of its 2005 financial statements, the
Company expects to complete the independent review of each of its
2005 prior quarterly operating results for the periods ended
through Sept. 30, 2005, and the independent review of its
quarterly operating results for the two quarters ended June 30,
2006.

It then expects to file a registration statement for its Senior
Secured Notes with the U.S. Securities and Exchange Commission.

Headquartered in Puget Sound, Washington, The Port Townsend Paper
family of companies -- http://www.ptpc.com/-- employs 800 people
and annually produces more than 320,000 tons of unbleached Kraft
pulp, paper and linerboard at its mill in Port Townsend,
Washington.  The Company also manufactures approximately 1.8
billion square feet of corrugated products annually at its three
Crown Packaging Plants and two BoxMaster Plants located in British
Columbia and Alberta.

                           *     *     *

As reported in the Troubled Company Reporter on April 5, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured ratings on Port Townsend, Washington-based
Port Townsend Paper Corp. to 'CCC' from 'CCC+'.  S&P said the
outlook is negative.

As reported in the Troubled Company Reporter on Feb. 27, 2006,
Moody's Investors Service lowered the ratings of Port Townsend
Paper Corporation's $125 million guaranteed senior secured notes
and corporate family rating to Caa1 from B3 and affirmed the SGL-4
speculative grade liquidity rating.  Moody's said the outlook is
negative.


PURE MORTGAGE: Moody's Rates $23.5 Million Class F Certs. at Ba2
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of four classes of PURE Mortgages 2004
plc:

   * Class A+, $61,382, Floating Rate affirmed at Aaa
   * Class A, $52,100,000, Floating Rate affirmed at Aaa
   * Class B, $26,050,000, Floating Rate upgraded to Aaa from Aa2
   * Class C, $28,650,000, Floating Rate upgraded to Aa3 from A2
   * Class D, $13,050,000, Floating Rate upgraded to A2 from A3
   * Class E, $29,950,000, Floating Rate affirmed at Baa2
   * Class F, $23,500,000, Floating Rate affirmed at Ba2

As of the May 15, 2006 distribution date, the transaction's
aggregate bond balance has decreased by approximately 60.7% to
$409.0 million from $1 billion at securitization.  The
Certificates are credit-linked to a reference pool of commercial
mortgage loans originated by various divisions of HSH Nordbank AG.  
Since securitization, 27 of the loans in the reference pool have
paid off, leaving 14 loans remaining in the pool.  The loans range
from less than 1% to 15.9% of the pool, with the top five loans
representing 56.6% of the outstanding pool balance.

Moody's was provided with year-end 2005 operating results for
85.7% of the pool.  Moody's weighted average loan to value ratio
for the reference pool is 68.5, compared to 72.4% at
securitization.  The upgrade of Classes B, C and D is due to
increased credit support due to loan payoffs and amortization and
the improved overall quality of the reference pool.

The three largest loan exposures represent 37% of the reference
pool. The largest exposure is the Multifamily Portfolio, which is
secured by three multifamily properties located in Texas and
Colorado.  The portfolio totals 1,243 units and is 91% occupied,
compared to 83.6% at securitization.  Despite the increase in
occupancy, the net operating income from the pool is below Moody's
expectations.  The loan is interest only for its entire term and
matures in June 2010.  Moody's current shadow rating is Baa3,
compared to Baa1 at securitization.

The second largest loan exposure is the 1325 Avenue of the
Americas Loan, which represents a 24.4% share in a syndicated loan
secured by a 798,000 square foot Class A office building located
in midtown Manhattan, New York.  The property is 95% occupied,
compared to 96.6% at securitization.  The loan has amortized by
approximately 3.8% and matures in February 2014. Moody's LTV is
71%, compared to 73.9% at securitization.

The third largest loan exposure is the 410 Park Avenue Loan, which
represents a 64.3% share in a syndicated loan secured by a 228,700
square foot office building located in midtown Manhattan, New
York.  The property is 98.5% occupied, compared to 99.4% at
securitization.  The loan has amortized by approximately 2.3% and
matures in June 2008.  Moody's LTV is 76.2%, compared to 77.5% at
securitization.

The pool's collateral is a mix of office, multifamily and retail.
The collateral properties are located in 8 states and Washington,
D.C., with a concentration in New York and California.
Approximately 41.3% of the loans mature by year-end 2008.


QUALITY HOME: Moody's Junks Rating on $100 Million Term Loan
------------------------------------------------------------
Moody's Investors Service assigned B2 ratings to the company's
proposed revolver, term loan B, and Corporate Family Rating.
Moody's assigned a Caa1 rating to the company's second lien term
loan.  Proceeds will be partially applied towards the acquisition
of Encompass, a high end "modern" lighting manufacturer.

Moody's believes this acquisition will significantly strengthen
Quality Home Brand's product brands beyond the already impressive
names of Murray Feiss and Sea Gull Lighting.  The assigned ratings
consider Quality Home's high leverage, customer concentration, and
exposure to the cyclical residential construction market.  The
ratings also consider the company's expansive product offering,
its low cost manufacturing, and its extensive distribution
network.

These ratings were assigned:

   * Corporate Family Rating, rated B2;
   * $30 million revolver, due 2012, rated B2;
   * $290 million term loan B, due 2012, rated B2;
   * $100 million second lien term loan, due 2013, rated Caa1.

The revolver and term loan B are guaranteed by all of the
company's current and future, direct and indirect, wholly owned
domestic subsidiaries.  The first lien credit facilities are rated
at the same level as the corporate family rating to reflect that
the preponderance of the debt is comprised of the first lien
facilities.  The second lien debt is second in priority to the
liens securing the first lien credit facilities.  The ratings on
the second lien facilities are notched two below the corporate
family rating thereby reflecting the belief that there would be
low levels of recovery in a distressed situation for the second
lien holders.

The key rating factors determining the rating:

   (1) high leverage,
   (2) strong market position,
   (3) impressive product offering portfolio.

Moody's anticipates that the company's debt to capitalization will
be upwards of 70%.  Risks related to the company's high leverage
are partially offset by an expansive product portfolio as it
serves various pricing categories for new home builders and
remodelers.  The company also enjoys significant geographic
diversification.

The stable ratings outlook reflects the company's strong market
position and impressive product offering.  As a result of these
strengths, the company's market position is unlikely to
deteriorate significantly over the short term.  The company's
foreign product sourcing should allow it to remain competitive
even as market conditions change.

Quality Home Brands Holdings, L.L.C. is a designer, manufacturer,
importer, and marketer of lighting fixtures headquartered in
Bronx, New York.  Combined net sales for FYE 2005 were
approximately $372 million.


QUALITY HOME: S&P Junks Rating on $100 Million 2nd-Lien Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Quality Home Brands Holdings LLC.  The rating
outlook is stable.

At the same time, Standard & Poor's assigned ratings to Quality
Home Brands' secured bank financing, which consists of:

   * a $30 million first-lien six-year revolving credit facility;
   * a $290 million first-lien 6.5-year term loan B; and
   * a $100 million second-lien seven-year term loan.

The first-lien loan is rated 'B' (at the same level as the
corporate credit rating on the company) with a recovery rating of
'2', indicating the expectation for substantial (80%-100%)
recovery of principal in the event of a payment default.

The second-lien loan was rated 'CCC+' (two notches lower than the
corporate credit rating) with a recovery rating of '5', indicating
the expectation for negligible (0%-25%) recovery of principal in
the event of a default.

Proceeds from the term loans will be used to fund the acquisition
of a private lighting products company, Encompass Lighting Group,
and repay existing debt.  In addition, a new holding company will
be formed.  The holding company will be issuing $35 million of
senior unsecured pay-in-kind notes (not rated) maturing in 2014.

Quality Home Brands designs, supplies, manufactures, and markets
residential lighting fixtures.  Encompass Lighting Group designs
and manufactures residential and commercial architectural lighting
systems.  Pro forma for the acquisition, the company's sales will
total about $395 million.


RIVERSTONE NETWORKS: Court Moves Lease Decision Period to Sept. 5
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Riverstone Networks, Inc., and its debtor-affiliates until
Sept. 5, 2006, to decide whether to assume, assume and assign, or
reject unexpired leases of nonresidential real property.

The Debtors told the Court that they spent a substantial amount of
their time preparing and consummating the sale of substantially
all of their assets to Lucent Technologies, Inc.  Thus, they need
the extension to conduct a thorough review and evaluation of any
remaining leasehold interests, the Debtors explained.

Based in Santa Clara, California, Riverstone Networks, Inc.
-- http://www.riverstonenet.com/-- provides carrier Ethernet    
infrastructure solutions for business and residential
communications services.  The company and four of its affiliates
filed for chapter 11 protection on Feb. 7, 2006 (Bankr. D. Del.
Case Nos. 06-10110 through 06-10114).  Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP,
represent the Debtors.  Jeffrey S. Sabin, Esq., at Schulte Roth &
Zabel LLP represents the Official Committee of Unsecured
Creditors.  As of Dec. 24, 2005, the Debtors reported assets
totaling $98,341,134 and debts totaling $130,071,947.
The Plan is scheduled to be reviewed by the Bankruptcy Court in
mid-September and distributions to creditors and stockholders are
expected to be made by the end of September.


ROTECH HEALTHCARE: Shareholders Asked to Elect Five Directors
-------------------------------------------------------------
As reported in the Troubled Company Reporter on April 21, 2006,
Rotech Healthcare, Inc., will hold its annual meeting of
stockholders on June 30, 2006, at 8:30 a.m., at the Hyatt
Regency, Orlando International Airport, 9300 Airport Boulevard, in
Orlando, Florida, the company disclosed in a regulatory filing
with the U.S. Securities and Exchange Commission.

At the Annual Meeting, Rotech shareholders will be asked to:

   (a) elect five directors.  Rotech's nominees are:

        (1) Philip L. Carter,
        (2) Arthur J. Reimers,
        (3) James H. Bloem,
        (4) Edward L. Kuntz, and
        (5) Arthur Siegel;

   (b) ratify and approve the 2006 Executive Officer Bonus Plan,
       which provides certain of the company's officers with cash
       bonus compensation upon the achievement of financial
       objectives related to the company's 2006 revenue, EBITDA,
       earnings per share and the achievement of other
       performance goals; and

   (c) ratify the appointment of Deloitte & Touche LLP as
       Rotech's independent registered public accounting firm
       for the fiscal year ending December 31, 2006.

Shareholders of record of common stock at the close of business on
May 1, 2006, are entitled to receive notice of, and to vote, at
the Annual Meeting.  In accordance with Delaware corporate law,
the company will make available for examination by a stockholder a
complete list of the stockholders entitled to vote at the Annual
Meeting.

A full-text copy of Rotech's amended proxy statement is available
for free at http://researcharchives.com/t/s?bea

                      About Rotech Healthcare

Rotech Healthcare, Inc., (NASDAQ:ROHI) is a provider of home
respiratory care and durable medical equipment and services to
patients with breathing disorders such as chronic obstructive
pulmonary diseases.  The Company provides its equipment and
services in 48 states through approximately 485 operating centers,
located principally in non-urban markets.  The Company's local
operating centers ensure that patients receive individualized
care, while its nationwide coverage allows the Company to benefit
from significant operating efficiencies.

                         *     *     *

As reported in the Troubled Company Reporter on May 28, 2006,
Moody's Investors Service affirmed its Ba3 rating on Rotech
Healthcare's $75 Million Revolving Credit Facility, due 2007, and
$42 million Senior Term Loan, due 2008.  Moody's also affirmed its
B3 rating on the Company's $300 million face amount Senior
Subordinated Notes and its B2 Corporate Family Rating.  Moody's
changed the ratings outlook to negative from stable.

As reported in the Troubled Company Reporter on May 29, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Rotech Healthcare to 'B-' from 'B+'.  The outlook is
negative.


ROUGE INDUSTRIES: Wants to Expand Landis Rath's Retention Scope
---------------------------------------------------------------
Rouge Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
expand Landis Rath & Cobb LLP's scope of retention as their
Delaware conflicts counsel.

In September 2005, the Debtors obtained authority to retain Landis
Rath as conflict counsel in their dispute with Ford Motor Company
effective as of July 8, 2005.  

In addition to the Ford Motor Dispute, the Debtors now request
that Landis Rath be permitted to represent them in an adversary
proceeding they filed against Omnisource Corporation - Fort Wayne
Brok.

The Debtors point out that Landis Rath will not serve as their
general bankruptcy counsel, local counsel or litigation counsel in
matters other than the Ford and Omnisource Disputes.  

Adam G. Landis, Esq., a partner at Landis Rath, tells the Court
that he and Kerri K. Mumford, Esq., an associate, are the primary
attorneys who will be working on the Debtors' cases.  

According to Mr. Landis, he bills $460 per hour for his services
while Mr. Mumford bills $230 per hour.  Other Landis Rath
attorneys and staff also may provide services to the Debtors at
their customary hourly rates, Mr. Landis notes.

The customary rates of the firm's other attorneys and staffs were
not filed with the Court.

Mr. Landis assures the Court that Landis Rath does not hold any
interest adverse to the Debtors and is a "disinterested person" as
that term is defined in Sec. 101(14) of the Bankruptcy Code.

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.


SCHOOL HOUSE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: School House '77 Associates L.P.
        c/o School House Investment Advisors Inc. 2045
        Jackson Street, Suite 500
        San Francisco, California 94115

Bankruptcy Case No.: 06-11963

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

Chapter 11 Petition Date: June 22, 2006

Court: District of Massachusetts (Boston)

Debtor's Counsel: Christopher M. Candon, Esq.
                  Daniel C. Cohn, Esq.
                  Cohn Whitesell & Goldberg LLP
                  101 Arch Street
                  Boston, Massachusetts 02110-1130
                  Tel: (617) 951-2505
                  Fax: (617) 951-0679

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Franklin Field Lumber            Trade Debt             $11,618
28 Talbot Avenue
Dorchester, MA 02124

Sterling Factors Group           Trade Debt             $11,384
Dba Sterling Capitol Funding
P.O. Box 742
Midtown Station
New York, NY 10018

Keyspan                          Utility                 $5,474
P.O. Box 4300
Woburn, MA 01888-4300

The Home Depot Supply            Trade Debt              $5,260

C&C Pest Control Service, Inc.   Trade Debt              $3,810

E. Richard Cirace, Esq.          Legal Services          $3,693

Aramark                          Trade Debt              $1,763

Nstar Electric                   Utility                 $1,216

Re-Jan Electrical Company        Trade Debt                $604

Embree & White                   Trade Debt                $601

Jet-A-Way, Inc.                  Trade Debt                $320

Marty Trahan                     Trade Debt                $309

Verizon, Inc.                    Phone                     $302

Chem-Tech International, Inc.    Trade Debt                $288

AFA Protective Systems, Inc.     Trade Debt                $285

Norfolk Hardware                 Trade Debt                $197

New Horizons                     Software Training         $180

Ace Plumbing                     Trade Debt                $163

Juno Internet Services           Internet Service          $124

First Choice T.A.S.              Telephone Service          $95


SCIENTIFIC GAMES: Moody's Holds Ba2 Rating on $150 Million Loan
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 rating on Scientific
Games Corporation's senior secured guaranteed term loans due 2009
which are being up sized by $150 million.  The new $150 million
term loan will be used to repay the existing $100 million term
loan C and revolver outstandings.  Moody's also affirmed
Scientific Games corporate family, revolving credit and senior
subordinated ratings at Ba2, Ba2 and B1, respectively.  The rating
outlook is stable.  The ratings are subject to review of final,
executed documents.

The rating affirmation reflects Moody's expectation that leverage
will fall to around 3 times by year end 2006, due to anticipated
earnings growth driven by recent lottery contract renewals and new
contracts.  Although temporary increases in leverage may occur in
the future as a result of modest sized acquisitions, Moody's
expects the company will manage debt/EBITDA back down to pre-
acquisition levels within a reasonably short time period.

The stable rating outlook is based on the expectation of continued
modest sales and earnings growth from existing lottery contracts,
contract extensions and rebids, as well as incremental sales from
net new contracts and reflects the company's free cash flow
generating ability.

Moody's previous rating action on March 29, 2006 was an
affirmation of the company's existing ratings and assignment of a
Ba2 rating to its amended credit facilities.

Scientific Games Corp. is a provider of services, systems and
products to both the lottery industry and pari-mutuel wagering
industry.  The company operates in three business segments:
Printed Products which includes the instant lottery ticket
business and prepaid phone card business; Lottery Systems which
includes the online lottery business; Diversified Gaming which
includes the pari-mutuel wagering systems business and the
off-track wagering business.  Revenues for the its fiscal year
ended December 31, 2005 were $782 million.


SILICON GRAPHICS: Assumed Debt to Debentures, Says Mr. Grippo
-------------------------------------------------------------
F.J. Grippo, Esq., at Kelley Drye & Warren LLP, discloses that
JPMorgan Chase Bank, N.A., is the Indenture Trustee under the
Indenture dated February 1, 1986, between Cray Research, Inc., and
JPMorgan, which was supplemented on June 30, 1996, among Cray
Research, JPMorgan, and Silicon Graphics, Inc.

Pursuant to the Indenture, the aggregate principal amount of Cray
Research's 6-1/8% Convertible Subordinated Debentures Due 2011
that were issued and are outstanding is $56,776,000.

Pursuant to the Supplemental Indenture, Silicon Graphics assumed
liability for the payment of the principal and interest on all
Debentures.

In accordance with Rule 2019(a) of the Federal Rules of
Bankruptcy Procedure, JPMorgan Chase discloses that:

    (a) The information of the holders of the Debentures
        outstanding under the Indenture are maintained by
        JPMorgan, as registrar, in accordance with the provisions
        of the Indentures.  The names and addresses of the Holders
        may be furnished to party-in-interests entitled to the
        information under the terms of the Indenture and
        applicable law.  The identities of Holders may change from
        time to time, during the course of the proceedings of the
        bankruptcy case;

    (b) The initial holders acquired their claims through their
        purchases of the Debentures on or about February 1, 1986.
        However, many of the current Holders may have purchased
        their Debentures in the secondary market.

        The amounts of claims held by the Bondholders and the
        Indenture Trustee consist of:

        * the aggregate principal amount of the Debentures, plus
          accrued interest; and

        * the Indenture Trustee's fees and expenses that consists
          of all unpaid compensation for its services plus all
          reasonable compensation, expenses and disbursements of
          its counsel and all persons not regularly in its
          employ, and for all other amounts, including all
          indemnification rights, due or to become due the Holders
          and or the Indenture Trustee.

        The Claims under the Indenture Amount arise out of the
        terms of the Debentures, and the Indenture, as
        supplemented by the Supplemental Indenture.

        JPMorgan Chase's claim for compensation and expenses, and
        for all other amounts due it in its capacity as Indenture
        Trustee, arise under the applicable provisions of the
        Indenture;

    (c) JPMorgan Chase became the Indenture Trustee by executing
        and delivering, together with the Issuer, the Indenture,
        and has continued in that capacity since that time; and

    (d) JPMorgan Chase does not own, as an Indenture Trustee, any
        claims against the Debtors or any Debentures, except as
        set forth.

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


SILICON GRAPHICS: Christie Wants Stay Lifted to Exercise Right
--------------------------------------------------------------
Christie Digital Systems USA, Inc., asks the U.S. Bankruptcy Court
for the Southern District of New York to lift the automatic stay
to exercise its contractually protected right to confirm that it
has elected not to renew the Master Agreement by providing a
written notice required by the Master Agreement.

In March 2005, Christie Digital and Silicon Graphics, Inc., and
its debtor-affiliates entered into a Master Subcontract Agreement,
which provides basic, general terms for future projects that the
parties might, in the future, consider entering into together.

Under the projects, the Debtors were the prime subcontractor and
Christie Digital was a secondary subcontractor.

Edward H. Tillinghast, III, Esq., at Sheppard, Mullin, Richter &
Hampton LLP, in New York, relates that the Master Agreement did
not require Christie Digital or the Debtors to enter into any
subcontracts with each other.  The Master Agreement itself was not
a contract for any specific project.

The term of the Master Agreement continues until July 31, 2006,
and will automatically extend for consecutive one-year periods
unless a party notifies the other of termination, with or without
cause, not less than 60 days prior to the expiration of the
original term or any one-year extension period.

Mr. Tillinghast notes that Christie Digital's decision not to
renew the Master Agreement does not stem from any motive that
constitutes a violation of Section 365(e) of the Bankruptcy Code.

Christie Digital has substantial, independent business reasons,
which have nothing to do with the Debtors' bankruptcy petition,
for not renewing the Master Agreement at the end of the initial
term, including a change in its business model, Mr. Tillinghast
explains.

Mr. Tillinghast notes that at this time, there is only one
outstanding project involving the Master Agreement -- the
Acadiana Technology Immersion Center subcontract -- that Christie
Digital continues to honor in accordance with a separate
subcontract agreement.  Christie Digital is completing and will
complete the Acadiana subcontract, Mr. Tillinghast assures the
Court.

Mr. Tillinghast discloses that the Debtors have "no equity" in the
Master Agreement, and the Agreement provides the Debtors with no
enforceable rights.  Thus, he says, the Agreement is not necessary
for the Debtors' effective reorganization.

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


SOLUTIA INC: Wants to Amend & Assume Linde Gas LLC Contracts
------------------------------------------------------------
Solutia Inc. and its debtors-affiliates ask permission from the
U.S. Bankruptcy Court to enter into an Assumption Agreement,
assume the Linde Gas Contracts, and disallow and expunge the Claim
No. 416.

Solutia Inc. has two contracts related to operations of its
facility in Decatur, Alabama, with Linde Gas LLC:

   (i) a Hydrogen Supply Agreement dated Aug. 28, 1997, between
       Solutia, as assignee of Monsanto Company, and Linde Gas,
       as successor to Lagus Corporation; and

  (ii) a Carbon Dioxide Sales Agreement dated August 6, 2003,
       between Solutia and Linde Gas, as successor to Linde Gas,
       Inc.

Solutia purchases hydrogen to produce hexamethylenediamine, which
it needs to manufacture nylon, and sells the carbon dioxide
produced during the HMD production.

Linde Gas built a $20,000,000 hydrogen production facility at
Solutia's Decatur Facility and operates it pursuant to a lease
and operating agreement with Solutia.

Because, Linde Gas provides hydrogen at cost, Solutia pays for
the hydrogen below the market prices charged by other hydrogen
producers, Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in
New York, tells the Court.

Under the CO2 Sales Agreement, Solutia sells the carbon dioxide
produced during the HMD production to Linde Gas.  Solutia could
not sell the carbon dioxide to other parties without incurring
significant costs associated with liquifying and transporting the
gas, Mr. Henes relates.

Linde Gas filed Claim No. 416, dated June 30, 2004, against
Solutia asserting a general unsecured claim for $238,315 for
amounts allegedly owed by Solutia under the Hydrogen Supply
Agreement prior to the bankruptcy filing.

In addition, various disputes arising out of performance,
payment, applicable covenants and other obligations under the
Linde Gas Contracts exist between the two parties.

                     Assumption Agreement

Recognizing the importance of their relationship, Solutia and
Linde Gas entered into negotiations to resolve their disputes,
including the Claim, and any applicable cure amounts associated
with the assumption of the Linde Gas Contracts.

In February 2006, the parties entered into an Assumption
Amendment and Waiver Agreement, pursuant to which the Hydrogen
Supply Agreement will be amended to, among other things:

   (i) grant Linde Gas a right to extend the term of the
       Supply Agreement for another four years upon at least 24
       months written notice to Solutia; and

  (ii) clarify that Solutia's option to purchase the Linde
       Hydrogen Facility is only triggered in circumstances where
       Linde Gas fails to perform its obligations under the
       Supply Agreement.

The parties also agree that:

    -- the Linde Gas Contracts, as amended, will be assumed;

    -- Claim No. 416 will be disallowed and expunged in its
       entirety; and

    -- Linde Gas will waive any applicable claims for cure costs
       resulting from the assumption of the Linde Gas Contracts.

Mr. Henes tells the Court that:

   (a) the Hydrogen Supply Agreement is the most cost-effective
       method through which Solutia can fill its hydrogen
       requirements for its Decatur Facility at below market
       prices;

   (b) the assumption of the CO2 Agreement will ensure that
       Solutia continues to receive substantial revenue; and

   (c) the Assumption Agreement will enable Solutia to preserve
       liquidity and consensually resolve the various outstanding
       disputes and claims relating to the Linde Gas Contracts.

                       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)


SPHINX MANAGED: Cayman Grand Court Set to Hear Petition Tomorrow
----------------------------------------------------------------
The Grand Court of the Cayman Islands set 10:00 a.m., on June 27,
2006, to hear on the Petition for the winding up of Sphinx Managed
Futures Fund, SPC.  The petition was presented to the Grand Court
last June 5, 2006 by Sphinx Managed Futures Index Fund LP.

Parties interested to appear at the hearing must serve notice in
writing, no later than 12:00 p.m., today, June 26, 2006, to:

       Solomon Harris
       Attorneys for Sphinx Managed Future Index Fund LP
       2nd Floor, FirstCarribean House
       Main Street
       P.O. Box 1990 GT
       Grand Cayman, Cayman Islands
       Tel: (345) 949-0488
       Fax: (345) 949-0364
       http://www.solomonharris.com


SYLVEST FARMS: Court Okays Baker & Hostetler as Bankruptcy Counsel
------------------------------------------------------------------
The Honorable Thomas B. Bennett of the U.S. Bankruptcy Court for
the Northern District of Alabama, Southern Division, authorized
Sylvest Farms, Inc., and its debtor-affiliates to employ Baker &
Hostetler LLP as their general bankruptcy counsel.

As reported in the Troubled Company Reporter on May 4, 2006, Baker
& Hostetler is expected to:

     a) advise the Debtors with respect to their powers and duties
        as debtors-in-possession in the continued management and
        operation of their business and properties;

     b) attend meetings and negotiate with representatives of
        creditors and other parties-in-interest and advise and
        consult on the conduct of the case, including all of the
        legal and administrative requirements  of operating under
        Chapter 11;

     c) take all necessary actions to protect and preserve the
        Debtor's estates, including the prosecution of actions on
        the Debtor's behalf, the defense of any actions commenced
        against those estates, negotiations concerning litigation
        in which the Debtors may be involved and objections to
        claims filed against the estates;

     d) prepare, on behalf of the Debtors, motions, applications,
        answers, orders, reports, papers and pleadings necessary
        to the administration of the estates;

     e) negotiate and prepare, on the Debtor's behalf, Chapter 11
        plans of reorganization or liquidation, disclosure
        statements and related agreements and take any necessary
        action to obtain confirmation of any plan;

     f) advise the Debtors in connection with any sale of their
        assets;

     g) appear before the Bankruptcy Court, any appellate courts
        and the U.S. Trustee and protect the interests of the
        Debtor's estates; and

     h) perform other necessary legal services and provide
        necessary legal advice to the Debtors in connection with
        their Chapter 11 cases.

The attorneys who will be primarily responsible for this
engagement and their hourly rates are:

        Attorney                            Hourly Rate
        --------                            -----------
        Richard A. Robinson, Esq.              $390
        Eric S. Golden, Esq.                   $280

Mr. Robinson informs the Bankruptcy Court that his firm has used
approximately $118,054 of the prepetition retainer provided by the
Debtors.  Baker & Hostetler currently holds a retainer balance of
$56,945 for postpetition fees and expenses.

Mr. Robinson assures the Bankruptcy Court that his firm is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

Headquartered in Montgomery, Alabama, Sylvest Farms, Inc. --
http://sylvestcompanies.com/-- produces, processes and markets   
poultry products.  The Debtors employ approximately 1,500 workers.
The Company and two debtor-affiliates filed for chapter 11
protection on April 18, 2006 (Bankr. N.D. Ala. Case No. 06-40525).  
Richard A. Robinson, Esq., and Eric S. Golden, Esq., at Baker &
Hostetler LLP represent the Debtors.  When the Debtors filed for
protection from their creditors, they estimated their total assets
and debts at $50 million to $100 million.


SYLVEST FARMS: Committee Hires Whiteford Taylor as Attorneys
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Sylvest
Farms, Inc., and its debtor-affiliates' chapter 11 cases obtained
authority from the Hon. Thomas B. Bennett of the U.S. Bankruptcy
Court for the Northern District of Alabama to retain Whiteford,
Taylor & Preston, LLP, as its attorneys, nunc pro tunc to May 3,
2006.

As the Committee's attorneys, Whiteford Taylor is expected to:

   a) advise the Committee with respect to its powers and duties;

   b) prepare any necessary applications, motions, pleadings,
      orders, reports and other legal papers, and appearing on
      the Committee's behalf in proceedings instituted by,
      against, or involving the Debtors or the Committee;

   c) assist the Committee in the investigation of the acts,
      liabilities and financial condition of the Debtors, the
      Debtors' assets and business operations, the disposition of
      the Debtors' assets, and any other matters relevant to the
      Debtors' bankruptcy cases and the interest of unsecured
      creditors; and

   d) assist the Committee in coordinating its effort to maximize    
      distributions to unsecured creditors.

Whiteford Taylor will coordinate its services with the services
provided by the Committee's local counsel Haskell, Slaughter,
Young & Rediker, LLC, and other professionals as the Committee may
employ.

Martin T. Fletcher, a partner at Whiteford, Taylor & Preston, LLP,
states that the firm's principal attorneys designated to represent
the Committee and their standard hourly rates chargeable to the
estate range from $250 for junior associates to $400 for
seniormost partners.  Whiteford Taylor's paralegals bill $140 per
hour.

Mr. Fletcher discloses that he charges $400 per hour for his
services while

Mr. Fletcher assures the Court that Whiteford Taylor does not hold
any interest adverse to the Debtors and is a "disinterested
person" as the term is defined in Sec. 101(14) of the Bankruptcy
Code.

Headquartered in Montgomery, Alabama, Sylvest Farms, Inc. --
http://sylvestcompanies.com/-- produces, processes and markets
poultry products.  The Debtors employ approximately 1,500 workers.  
The Company and two debtor-affiliates filed for chapter 11
protection on April 18, 2006 (Bankr. N.D. Ala. Case No. 06-40525).  
Richard A. Robinson, Esq., and Eric S. Golden, Esq., at Baker &
Hostetler LLP, represent the Debtors in their bankruptcy cases.  
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, serves as counsel to the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they estimated their total assets and debts at $50
million to $100 million.

As reported in the Troubled Company Reporter on May 30, 2006,
the Debtors obtained Court-authority to sell substantially all of
their assets to Koch Foods of Alabama, LLC and Koch Farms of
Alabama, LLC, for $58 million.


SYLVEST FARMS: Court Okays Mancuso & Franco as Special Counsel
--------------------------------------------------------------
The Honorable Thomas B. Bennett of the U.S. Bankruptcy Court for
the Northern District of Alabama, Southern Division, authorized
Sylvest Farms, Inc., and its debtor-affiliates to employ Mancuso &
Franco, PC, as their special counsel.

As reported in the Troubled Company Reporter on May 8, 2006,
Mancuso & Franco will handle:

     a) general corporate, real estate, environmental, federal and
        state tax matters and customers supply and distribution
        agreements;

     b) non-bankruptcy commercial matters, including contract and
        supply agreement issues;

     c) the negotiations related to sale of all or substantially
        all of the Debtors assets;

     d) federal and state tax matters including but not limited to
        tax compliance, review of tax returns including sales and
        use tax compliance and tax issues relating to net
        operating loss carryovers and suspense accounts;

     e) matters, including but not limited to, reviewing
        forbearance agreements, demand promissory notes,
        amendments to credit agreements, security agreements and
        related corporate matters involving the Debtors' borrowing
        relationship with Wachovia Bank, National Association and
        Federal Land Bank Association of South Alabama; and

     f) matters in which Baker & Hostetler LLP, the Debtors'
        general bankruptcy counsel, have a conflict of interest.

Thomas G. Mancuso, Esq., the president of Mancuso & Franco, tells
the court that he charges $325 per hour for his services.  Mark A.
Franco, Esq., bills at $250 per hour.  The firm's legal assistants
charge $55 per hour for their services.

Mancuso & Franco received a $50,000 retainer in connection with
its proposed representation of the Debtors.  The firm holds a
$3,437 claim against the Debtors for prepetition fees and legal
expenses.

Mr. Mancuso assures the Court that his firm does not hold any
interest adverse to the Debtors' estate

Headquartered in Montgomery, Alabama, Sylvest Farms, Inc. --
http://sylvestcompanies.com/-- produces, processes and markets   
poultry products.  The Debtors employ approximately 1,500 workers.
The Company and two debtor-affiliates filed for chapter 11
protection on April 18, 2006 (Bankr. N.D. Ala. Case No. 06-40525).  
Richard A. Robinson, Esq., and Eric S. Golden, Esq., at Baker &
Hostetler LLP represent the Debtors.  When the Debtors filed for
protection from their creditors, they estimated their total assets
and debts at $50 million to $100 million.


TAMPA ASSOCIATES: Case Summary & 26 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Tampa Associates L.P.
        fka Novi Promenade Associates L.P.
        21 East Long Lake
        Bloomfield, Michigan 48304

Bankruptcy Case No.: 06-48060

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                        Case No.
      ------                        --------
      Sarasota Properties, Inc.     06-48064

Type of Business: The Debtors are real estate developers.

Chapter 11 Petition Date: June 22, 2006

Court: Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtors' Counsel: Timothy A. Fusco, Esq.
                  Miller, Canfield, Paddock & Stone, PLC
                  150 West Jefferson, Suite 2500
                  Detroit, Michigan 48226-4415
                  Tel: (313) 496-8435
                  Fax: (313) 496-8452

                            Estimated Assets   Estimated Debts
                            ----------------   ---------------
   Tampa Associates L.P.    $10 Million to     $1 Million to
                            $50 Million        $10 Million

   Sarasota                 $1 Million to      $10 Million to
   Properties, Inc.         $10 Million        $50 Million

A. Tampa Associates L.P.'s 7 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Target Corporation               Judgment            $3,168,664
1000 Nicolet Mall
Minneapolis, MN 55403

Bartow & King                    Trade Debt             $45,995
304 West Wackerly Street
Suite 600
Midland, MI 48640

Wah Yee                          Trade Debt              $4,584
37911 West Twelve Mile Road
Farmington, MI 48331

Squire Sanders Dempsey, LLC      Trade Debt              $1,325

State of Michigan                Trade Debt                 $10

Premium Finance Company          Trade Debt                 $10

Guy Hurley Blaser & Heuer        Trade Debt                  $6

U.S. Bancorp                     Trade Debt                  $5

B. Sarasota Properties, Inc.'s 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Target Corporation               Judgment            $3,168,664
1000 Nicolet Mall
Minneapolis, MN 55403

U.S. Bancorp                     Trade Debt             $21,739
P.O. Box 790408
Saint Louis, MO 63179-0408

Premium Finance Corp.            Trade Debt              $3,251
P.O. Box 19367
Kalamazoo, MI 49019-9367

CDW Computer Centers, Inc.       Trade Debt              $2,474

Intuit Real Estate Solutions     Trade Debt              $1,154

Guy Hurley Blaser Heuer LLC      Trade Debt                $951

21 Long Lake Holdings, LLC       Trade Debt                $933

Staples Business Advantage       Trade Debt                $874

Network US, Inc.                 Trade Debt                $549

Sunbelt Office Furniture         Trade Debt                $485

Sprint                           Trade Debt                $401

Office Depot                     Trade Debt                $386

Spotless Janitorial/Naples       Trade Debt                $376

Jane Tierney                     Trade Debt                $356

Kathy Sweeney                    Trade Debt                $339

Purchase Power                   Trade Debt                $292

Florida Power & Light Co.        Trade Debt                $260

BSB Communications, Inc.         Trade Debt                $220

Modern Service for Home/Bus      Trade Debt                $214


TEMBEC INC: Weak Liquidity Position Prompts S&P to Hold Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC-' corporate
credit and senior unsecured debt ratings on Montreal, Quebec-based
Tembec Inc. and its subsidiary, Tembec Industries Inc.

At the same time, the ratings were removed from CreditWatch with
positive implications, where they were placed April 28, 2006,
following the announcement that the Canadian and U.S. governments
had reached a framework deal for a settlement of the softwood
lumber dispute that would include a refund of about 80% of the
duties paid.  The outlook is negative.

"We believe that Tembec is still months away from receiving a
refund of more than CDN$230 million and it is likely that the
duties would be returned in a piecemeal fashion that would take
months from the date of the final legal agreement," said Standard
& Poor's credit analyst Dan Parker.

Tembec's ability to monetize the duty refund will be very limited
even after a final agreement is signed, and although the
possibility remains that the federal or provincial governments
will provide bridge loans to Canadian companies, there is no
assurance at this point.

"Without a prompt return of a significant portion of the duties,
the company's liquidity situation remains precarious," Mr. Parker
added.

The ratings on Tembec reflect its weakening liquidity position and
the company's struggle to generate positive EBITDA, or improve its
weak cost position.  Standard & Poor's believes the company's cash
generation will continue to be very weak because of the strong
Canadian dollar (currently at more than 89 U.S. cents) and high
energy and fiber costs.  Total adjusted debt is about CDN$1.8
billion.

The outlook is negative.

Tembec's ability to generate positive cash flow is very volatile
and the liquidity situation is very tenuous.  Tembec does stand to
receive more than CDN$230 million from the U.S. government under a
tentative settlement of the softwood lumber dispute.  

Nevertheless, the timing of the refund, or the ability to monetize
the refund, is uncertain and a lengthy delay would impair Tembec's
survival.


TOMMY'S MISTER: Case Summary & 40 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Tommy's Mister Muffler & Services, Inc.
        dba Tommy's Tire and Towing
        dba Tommy's Tire and Towing Inc.
        aka Tommy's MisterMuffler/T Inc.
        P.O. Box 1421
        Bluffton, South Carolina 29910

Bankruptcy Case No.: 06-02607

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                           Case No.
      ------                           --------
      Thomas William Burrows, III      06-02606

Type of Business: The Debtor sells tires, and offers towing
                  services.

Chapter 11 Petition Date: June 22, 2006

Court: District of South Carolina (Charleston)

Debtors' Counsel: Ivan N. Nossokoff, Esq.
                  Ivan N. Nossokoff, LLC
                  1470 Tobias Gadson Boulevard, Suite 107
                  Charleston, South Carolina 29407
                  Tel: (843) 571-5442

                                  Total Assets   Total Debts
                                  ------------   -----------
   Tommy's Mister Muffler and         $182,100    $1,218,967
   Services, Inc.

   Thomas William Burrows, III      $1,192,110    $1,052,329

A. Tommy's Mister Muffler & Services, Inc.'s 20 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         Tax Liens             $841,516
1835 Assembly Road
Room 548, MDP 37
Columbia, SC 29201

U.S. Bank                                              $120,000
222 Second Avenue
Cedar Rapids, IA 52401

SC Department of Revenue         Tax Liens              $71,262
P.O. Box 125
Columbia, SC 292014

Sovereign Bank                   Lease                  $45,000

Carolina First Bank                                     $29,631

Liberty Mutual Group                                    $19,657

Mims McDuff & Wood, P.A.                                $17,111

Pentagroup Financial                                     $3,868

Prime Rate Premium Finance                               $3,286

Progressive Insurance                                    $3,123

Waste Pro                                                $2,721

Greg Turley                                              $2,500

Joel Yates                                               $2,402

Tim's Towing                                             $2,270

MCSS                                                     $1,875

Beaufort County Treasurer                                $1,320

Fuelman Fleet                                            $1,253

Power Brake and Wheel                                      $907

Karambellas                                                $830

Unifirst                                                   $718

B. Thomas William Burrows, III 's 20 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         Tax Lien              $193,913
1835 Assembly Road
Room 548, MDP 37
Columbia, SC 29201

Eldon M./Peggy W. Bright         Mortgage              $162,500
P.O. Box 7626
Hilton Head, SC 29938

Green Tree Servicing                                    $62,594
332 Minnesota Street, Suite 610
Saint Paul, MN 55101

Carolina First Bank                                     $29,631

Liberty Mutual Group                                    $19,657

Fuelman Fleet                                           $19,000

Mims McDuff & Wood, P.A.                                $17,111

Vaux & Marcher                                          $13,261

Carol Cramer                                             $6,154

Pentagroup Financial                                     $3,868

Prime Rate Premium Finance                               $3,286

Progressive Insurance                                    $3,123

Waste Pro                                                $2,721

Sears                                                    $2,545

CBUSA - Sears                                            $2,545

Beaufort County Treasurer                                $2,426

Joel Yates                                               $2,402

Tim's Towing                                             $2,270

Ford Credit                                              $1,937

MCSS                                                     $1,875


TRENWICK AMERICA: Wants Court to Entry Final Decree & Close Case
----------------------------------------------------------------
Trenwick America LLC fka Trenwick America Corporation asks the
Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware for entry of final decree to close its
chapter 11 case.

The Bankruptcy Court confirmed the Debtor's Second Amended Plan of
Reorganization on Oct. 27, 2004, and that Plan took effect on
Aug. 15, 2005.

Pursuant to the Plan, Trenwick LLC succeeded to all of the
Debtor's assets and liabilities on the Effective Date, and various
post-confirmation matters were vested in Trenwick LLC or were
assigned to the Litigation Trust.

There is no pending adversary proceeding or contested matter in
this case and all or substantially all of the distributions
contemplated in the Plan have been made, Charlene D. Davis, Esq.,
at The Bayard Firm, told the Court.  Thus, the Plan has been
substantially consummated, Ms. Davis added.

The Debtor has filed all post-confirmation reports, will pay all
unpaid quarterly fees to the Office of the U.S. Trustee, and will
file a final post-confirmation report through the Debtor's closing
date.

Based in Stamford, Connecticut, Trenwick America Corporation is a
holding company for operating insurance companies in the United
States.  The Company filed for chapter 11 protection on Aug. 20,
2003 (Bankr. Del. Case No. 03-12635).  Christopher S. Sontchi,
Esq., and William Pierce Bowden, Esq., at Ashby & Geddes, and
Benjamin Hoch, Esq., Irena Goldstein, Esq., Carey D. Schreiber,
Esq., at Dewey Ballantine LLP represent the Debtors in their
restructuring efforts.  As of June 30, 2003, the Debtor listed
approximate assets of $400,000,000 and debts of $293,000,000.  The
Court confirmed the Debtor's Second Amended Plan of Reorganization
on Oct. 27, 2004, and the Plan became effective as of Aug. 15,
2005.

On Aug. 20, 2003, Trenwick Group, Ltd., and LaSalle Re Holdings
Limited also filed insolvency proceedings in the Supreme Court of
Bermuda.  On Aug. 22, 2003, the Bermuda Court granted an order
appointing Michael Morrison and John Wardrop, partners of KPMG in
Bermuda and KPMG LLP in the United Kingdom, respectfully, as Joint
Provisional Liquidators in respect of TGL and LaSalle.

The Bermuda Court granted the JPLs the power to oversee the
continuation and reorganization of these companies' businesses
under the control of their boards of directors and under the
supervision of the U.S. Bankruptcy Court and the Bermuda Court.


UNITED WOOD: Confirmation Hearing Scheduled for August 1
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon will consider
confirmation of United Wood Products Company's chapter 11 plan of
reorganization on August 1, 2006.

                      Overview of the Plan

As reported in the Troubled Company Reporter on Feb. 10, 2006, the
Debtor's Plan will be funded using settlement proceeds or
judgments recovered in litigation against Kimberly-Clark
Worldwide, Inc. and Tri-State Construction, Inc.

                    Kimberly-Clark Litigation

The Debtor's litigation against Kimberly-Clark stems from the
wrongful termination of a Services and Supply Agreement.  The
Debtor tells the Court that Kimberly-Clark was its sole customer
and the wrongful termination caused it to file for bankruptcy.  
Kimberly-Clark had initiated a lawsuit claiming $500,000 in
damages but it asserted a $57 million counterclaim.  The case is
pending in the Superior Court of the State of Washington,
Snohomish County, titled Kimberly-Clark Worldwide, Inc. v. United
Wood Products Company (Case No. 05-2-07978-8).

                      Tri-State Litigation

The conduct of Tri-State Construction, Inc., and the City of
Everett, Washington, was also another reason for its financial
distress, the Debtor explains.  The Debtor says it asserted a
$1 million claim against both Tri-State and the City of Everett.  
The Debtor discloses that the City of Everett has been dismissed
from the case but the case proceeds against Tri-State.  The case
is pending in the U.S. District Court, Western District of
Washington at Seattle, titled United Wood Products Company v.
Tri-Sate Construction, Inc., and City of Everett, Washington
(Case No. C04-20527).

                       Treatment of Claims

Under the plan, Administrative Claims and Priority Tax Claims will
be paid in full.

The Debtor tells the Court that Sterling Savings Bank's holds a
security interest in the Debtor's litigation claims against
Kimberly-Clark to secure payment of approximately $1,485,000.  
Sterling's secured claim will increase by $500,000 if Kimberly-
Clark draws on a letter of credit issued by Sterling.  Pursuant to
the plan, Sterling will receive a Secured Non-Recourse Note in a
principal amount equal to the allowed amount of its secured claim.
  
A full-text copy of the three-page Secured Non-Recourse Note the
Debtor will deliver to Sterling Savings Bank is available for free
at http://ResearchArchives.com/t/s?528  

The Debtor says that the collateral securing the claim of
Commercial Equipment Lease Corp. will be returned to Commercial
Equipment.

Holders of Priority Unsecured Claims will receive a Secured Non-
Recourse Note conforming substantially to the principal amount
equal to the amount of the allowed claims.

Holders of General Unsecured Claims will receive a promissory note
secured by:

    -- a first-security interest in the Debtor's interest in the
       Tri-State lawsuit; and

    -- a second-security interest in the Debtor's interest in the
       Kimberly-Clark lawsuit.

The face amount of the note will be an amount equal to 100% of the
allowed claims.  The Debtor relates that prior to the effective
date, a plan agent will be designated and that agent will
distribute to holders of general unsecured claims a pro rata share
from the proceeds of the two lawsuits less the payment to secured
claims.

Equity Security Interests will remain unaltered by the plan.

                         About United Wood

Headquartered in Portland, Oregon, United Wood Products Company,
aka United Oil Company, was a waste wood procession facility that
sold waste wood to Kimberly-Clark Worldwide, Inc. for burning in
Kimberly-Clark's electricity generating boiler.  The Debtor filed
for chapter 11 protection on Sept. 19, 2005 (Bankr. D. Ore. Case
No. 05-41285).  John G. Crawford, Jr., Esq., at Schwabe,
Williamson & Wyatt represents the Debtor in its restructuring
efforts.  As of Sept. 30, 2005, the Debtor listed total assets of
$58,622,000 and total debts of $3,181,125.


UNITY VIRGINIA: Hires Cavazos Hendricks as Bankruptcy Counsel
-------------------------------------------------------------
Unity Virginia Holdings, L.L.C., and its debtor-affiliates
obtained authority from the U.S. Bankruptcy Court for the Northern
District of Texas to employ Cavazos, Hendricks & Poirot, P.C., as
their bankruptcy counsel.

Cavazos Hendricks is expected to:

     1. analyze Debtors' financial situations and render advice
        to the Debtors pertaining to the filing of their
        petitions in bankruptcy;

     2. prepare and file the Debtors petitions, schedules,
        statements of affairs, plan and disclosure statement;

     3. represent Debtors at the meeting of creditors and at
        any confirmation hearing, and at any adjourned or
        continued hearings thereof;
  
     4. represent Debtors in negotiations with creditors in
        regard to the Debtors preparation and filing of a
        disclosure statement and a plan of reorganization;

     5. advise and consult the Debtors concerning questions
        arising in the conduct of the administration of their
        respective estates and concerning applicants' rights and
        remedies with regard to assets and the claims of their
        respective estates and other issues pertaining thereto
        that may arise from unknown parties, creditors and
        parties in interest; and

     6. represent Debtors in any contested matters, adversary
        proceedings, claims litigation and actions and any an all
        other actions involving their respective bankruptcy cases
        or property of their respective bankruptcy estates, if,
        as and when required or necessary.

Rod L. Poirot, a shareholder at Cavazos Hendricks tells the Court
that he will bill $275 per hour for this engagement.  Mr. Poirot
discloses that the firm's other professionals bill:

       Professionals                    Hourly Rate
       -----------------                -----------
       Arnaldo N. Cavazos, Jr., Esq.        $310
       Charles B. Hendricks, Esq.           $290
       Craig H. Smitham, Esq.               $275
       James C. Jarrett, Esq.               $180
       Michael W. Sebesta, Esq.             $195
       Paralegals                       $10 - $90   

Mr. Poirot further discloses that Karl Singer, the Debtors'
manager, has agreed to pay the firm a $56,000 retainer.

Mr. Poirot assures the Court that his firm does not represent any
interest adverse to the Debtor, its estate or creditors.

Mr. Poirot can be reached at:

         Rod L. Poirot, Esq.
         Cavazos, Hendricks & Poirot, P.C.
         Suite 570, Founders Square
         900 Jackson Street
         Dallas, Texas 75202
         Tel: (212) 748-8171
         Fax: (212) 748-6750
         http://www.chfirm.com/

Headquartered in Dallas, Texas, Unity Virginia Holdings LLC,
operates a coal mining and processing company.  The company filed
for chapter 11 protection on May 10, 2006 (Bankr. N.D. Tex.  Case
No. 06-31937).  James C. Jarret, Esq., and Arnaldo N. Cavazos,
Jr., Esq., at Cavazos, Hendricks & Poirot, P.C., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.

Four of the Debtor's affiliates, Glamorgan Coal Resources LLC,
Glamorgan Processing LLC, Glamorgan Properties LLC, and Glamorgan
Refuse LLC, filed for chapter 11 protection on May 12, 2006
(Bankr. N.D. Tex. Case Nos. 06-31953 through 06-31956).  Another
affiliate, Glamorgan OPerations, LLC, filed for chapter 11
protection on May 17, 2006 (Bankr. N.D. Tex. Case No. 06-31995).

No Official Committee of Unsecured Creditors has been appointed in
the Debtors cases.  


USA COMMERCIAL: Panels Tap Stutman Treister as Special Counsel
--------------------------------------------------------------
The Investor Committees appointed in USA Commercial Mortgage
Company and its debtor-affiliates' chapter 11 cases, ask the U.S.
Bankruptcy Court for the District of Nevada for permission to
employ Stutman, Treister & Glatt, PC, as their special counsel for
all common interest matters.

The Investor Committees include:

    i) The Official Committee of Equity Security Holders of USA
       Capital First Trust Deed Fund, LLC;

   ii) the Official Committee of Equity Security Holders of USA
       Capital Diversified Trust Deed Fund, LLC; and

  iii) the Official Committee of Holders of Executory Contract
       Rights Through USA Commercial Mortgage Company

On May 12, 2006, the First Trust Deed Committee decided to engage
Stutman Treister.  Upon hearing this, the others Committee decided
to hire the firm so as to reduce administrative costs and avoid
unnecessary litigation.

Stutman Treister agreed to work with the Investor Committees for
all matters involving conflicts among the Investor Committees.

Stutman Treister is expected to:

   a) protect and preserve the collective interests of the
      Debtors' investors;

   b) advise the Investor Committees on the requirements of the
      Bankruptcy Code and the Bankruptcy Rules as they pertain to
      the interests of the Investor Committees and their
      constituents;

   c) develop through discussions with the Investor Committees,
      Shea & Carlyon, Ltd., and other parties-in-interest, the
      Investor Committees' legal positions and strategies with
      respect to all facets of these Chapter 11 cases, including,
      without limitation, analyzing the Investor Committees'
      position on administrative and operational issues;

   d) prepare motions, applications, answers, orders, memoranda,
      reports, and papers in connection with representing the
      interests of the Investor Committees;

  (e) participate in the negotiations and resolution of issues
      related to financing and any plan of reorganization; and

  (f) render such other necessary advice and services that the
      Investor Committees may require in connection with the
      bankruptcy cases.

The Investor Committee members and Stutman Treister have prepared
certain guidelines:

   -- first, the Investor Committee will establish a committee
      composed of the three Investor Committee designees as each
      of the Committees will designate.  Stutman Treister will
      work with the Executive Committee to:

      * formulate the Investor Committees' legal posititions and
        strategies; and

      * serve as "lead counsel" to each of the Investor Committee
        in implementing those strategies.

   -- second, each of the Investor Committees will hire separate
      conflicts counsel, who will represent its Investor Committee
      with respect to identifying conflicts that would require a
      particular committee to take and pursue a position adverse
      to the shared position of the other committees.

Stutman Treister will coordinate with Shea & Carlyon, Ltd., for
individual matters to minimize duplication.

Jeffrey H. Davidson, Esq., a Stutman Treister member, discloses
the firm's professionals hourly rates:

          Designation             Hourly Rate
          -----------             -----------
          Principals              $450 - $725
          Associates              $250 - $395
          Law Clerks              $150 - $205
          Paralegals              $180 - $195

Mr. Davidson notes that the attorneys and paralegal expected to be
most active in the Debtors' cases are:

          Professional                   Hourly Rate
          ------------                   -----------
          Jeffrey H. Davidson, Esq.         $650
          Frank A. Merola, Esq.             $575
          Eve H. Karasik, Esq.              $550
          Christine M. Pajak, Esq.          $350
          Kendra L. Johnson                 $180

Mr. Davidson assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital (USACM) -- http://www.usacapitalcorp.com/-- provides  
more than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).  Lenard E. Schwartzer, Esq., at
Schwartzer & Mcpherson Law Firm, represents the Debtors.  When the
Debtors filed for protection from their creditors, they estimated
assets of more than $100 million and debts between $10 million and
$50 million.


USG CORP: Court Approves $13 Million Settlement with CCR
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
settlement agreement entered into among USG Corporation, its
debtor-affiliates, Center for Claims Resolution, Inc., and Safeco
Insurance Company of America agreed to resolve their disputes,
following extensive arm's-length negotiations.

As previously reported, USG Corporation and United States Gypsum
Company filed an adversary complaint in the Bankruptcy Court on
November 30, 2001, captioned "USG Corporation and United States
Gypsum Company v. Center for Claims Resolution, Inc., and Safeco
Insurance Company of America," Case No. 01-08932.

The Debtors sought to enjoin the CCR from drawing on a
$60,277,000 performance bond and enjoin Safeco from paying on the
Bond during the pendency of the Debtors' Chapter 11 cases.

To date, no final judgment has been entered in the CCR
Litigation.

                   CCR Member Claims Litigation

Paul Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, said that the CCR has filed Claim No.
6505 against U.S. Gypsum in an amount in excess of $104,000,000.
Certain CCR members have also filed these proofs of claim against
U.S. Gypsum, each asserting $100,000,000:

       Claimant                             Claim No.
       --------                             ---------
       Certain Teed Corporation               6399
       Dana Corporation                       6647
       I.U. North America                     6412
       Maremont Corporation                   6529
       Nosroe Corp.                           6415
       Union Carbide Corporation and
          Amchem Products, Inc.               6634
       National Service Industries, Inc.        -

The CCR and the CCR Members generally sought damages from U.S.
Gypsum for, among other things, settlement payments that were
made, or that may have to be made to asbestos personal injury
plaintiffs on U.S Gypsum's behalf.

The Debtors subsequently sought to disallow the CCR Claim and
most of the CCR Member Claims on the basis that most of the
claims related to settlements not consummated as of the Petition
Date, or were contingent claims for contribution or reimbursement
should be disallowed pursuant to Section 502(e)(1)(B) of the
Bankruptcy Code.

The CCR and the CCR Members responded to the Debtors' omnibus
claims objection in July 2005, and asserted that the claims were
for contract damages and should be classified as Class 6 General
Unsecured Claims under the Debtors' joint plan of reorganization,
which provides that any claims of the CCR and the CCR Members are
channeled to the Asbestos Personal Injury Trust.

The Debtors' Claims Objection is currently pending in the
Bankruptcy Court.

               $13,000,000 CCR Settlement Agreement

The salient terms of the parties' Settlement Agreement are:

    (1) In full and complete satisfaction of the CCR Claim, the
        CCR Member Claims and certain other claims as provided
        in the Settlement Agreement, within 10 business days
        after the Plan's effective date, the Debtors will:

           (a) pay $13,000,000 to the CCR; and

           (b) deposit $3,500,000 into an interest bearing
               escrow account -- Holdback Amount.

        However, the CCR Parties remain free to assert against
        the Asbestos Personal Injury Trust any asbestos personal
        injury claims that they have acquired or may acquire in
        the future by assignment.  The date on which the Debtors
        complete the $13,000,000 payment and deposit the Holdback
        Amount will be deemed the "Settlement Payment Date."

    (2) The Debtors will file with the Bankruptcy Court not later
        than June 23, 2006, either:

           * a motion or objection seeking a court order that all
             claims filed by any current or former CCR member
             companies against the Debtors will be treated
             exclusively as Asbestos PI Claims under the Asbestos
             Personal Injury Trust or will be disallowed; or

           * a stipulation providing for a claim treatment or
             disallowance.

        No later than 10 business days after the entry of a final
        order with respect to the Channeling Objections, the
        Debtors will pay to the CCR the Holdback Amount less the
        amount of any distributions on account of any allowed
        Other CCR Members Claims that are not channeled to the
        Asbestos Personal Injury Trust.

    (3) On the Settlement Payment Date, the Bond will be deemed
        cancelled, and Safeco will have no further obligations
        under the Bond.  At that time, the CCR will take all
        actions as may be reasonably requested by Safeco to
        evidence the Bond cancellation, including, without
        limitation, a return of the original Bond to Safeco
        within 15 days of the Settlement Payment Date.

    (4) On the Settlement Payment Date or as soon as practicable:

           (i) the parties to the CCR Litigation will dismiss
               with prejudice any and all claims asserted; and

          (ii) the CCR Claims Litigation will be dismissed with
               prejudice as to the CCR Parties, provided that the
               CCR Parties remain free to assert against the
               Asbestos Personal Injury Trust any Asbestos PI
               Claims and that the Asbestos Personal Injury Trust
               remains free to object to any claim and assert any
               defense of the Debtors.

    (5) The CCR Parties will fully support the Plan and will not
        file or cause any other party to file objections to or
        otherwise oppose the Plan, including the Asbestos
        Personal Injury Trust Distribution Procedures, in any
        manner.

    (6) On the Settlement Payment Date, the parties will exchange
        mutual releases of the Settled Claims and any and all
        claims related, directly or indirectly, to the CCR, their
        membership in the CCR, the Producer Agreement, and the
        Member Agreement of any Asbestos PI Claim against the
        Debtors and their estates.

                          About USG Corp.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  The
Debtors emerged from bankruptcy protection on June 20, 2006. (USG
Bankruptcy News, Issue No. 112; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


USG CORP: Settles Dispute with TIG Insurance for $2.5 Million
-------------------------------------------------------------
TIG Insurance Company issued between 1973 and 1981 primary and
excess insurance policies to Beadex Manufacturing Co., a
predecessor to Beadex Manufacturing, LLC, USG Corporation
debtor-affiliate.

The annual primary policy limits are $300,000 and the excess
annual policy limits are $1,000,000 or $2,000,000, depending on
the policy.

TIG Insurance is obligated to pay liabilities and defense costs
in connection with certain losses covered by the Insurance
Policies, including asbestos personal injury claims.

Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that since the filing of their plan
of reorganization, USG and its debtor-affiliates, in consultation
with the Official Committee of Asbestos Personal Injury Claimants
and Dean Trafelet, legal representative for future asbestos
claimants, have had extensive discussions with TIG Insurance
concerning a contribution to the Asbestos Personal Injury Trust in
exchange for the granting to TIG Insurance of a "Settling Insurer"
status under the Plan.

Mr. Heath explains that the Plan proposes a channeling injunction
pursuant to Section 524(g) of the Bankruptcy Code for the benefit
of "Protected Parties," including "Settling Insurers."  The Plan
defines a "Settling Insurer" as an entity providing insurance to
a Debtor for asbestos PI claims and that enters into a settlement
with the Debtors that:

   (a) the PI Committee and the Futures Representative determine
       is sufficient to warrant treatment of that entity as a
       Protected Party; and

   (b) is approved by the Bankruptcy Court.

                  $2,500,000 TIG Insurance Deal

Following arm's-length negotiations, the Debtors and TIG
Insurance, as well as the PI Committee and the Futures
Representative, entered into a full and final settlement that
releases and terminates any and all rights, obligations and
liabilities that they may owe one another with respect to the
Insurance Policies.

The TIG Settlement Agreement provides that:

   (1) TIG Insurance will pay $2,500,000 within 30 days after
       the "Trigger Date," to or for the benefit of the Asbestos
       Personal Injury Trust.

       The Trigger Date is the date after which, among other
       things:

       -- an order approving the Settlement has become a final
          order; and

       -- the Plan has been confirmed, is not subject to a stay
          and has become effective.

   (2) After the payment of the Settlement Amount, the Debtors
       will release and be deemed to have released the TIG
       Insurance forever from any and all claims of any kind
       arising from or with respect to the Insurance Policies,
       as if the Insurance Policies had never been issued.
       Effective on the Trigger Date, the TIG Insurance will
       similarly release the Debtors and the Asbestos Personal
       Injury Trust in connection with the Insurance Policies.

   (3) In the event that a final order is entered denying its
       approval, the TIG Settlement Agreement will be null and
       void.

Absent the TIG Settlement, Mr. Heath asserts, the TIG Insurance
would reserve all of its coverage defenses, and it is reasonably
likely that the Trust and TIG Insurance would have ongoing
disputes over those defenses with respect to the claims that they
might pay on account of Beadex LLC's potential asbestos PI
liability.  He states that resolution of the disputes would
likely delay payment by TIG Insurance under the Insurance
Policies and cause the Trust to incur additional expenses to
resolve those disputes.

The Debtors and TIG Insurance also dispute the likely number and
timing of valid Beadex LLC claims that will be asserted against
the Trust and, thus, the likely payout stream of the policies for
Beadex LLC claims that are not disputed.  As a result, the
ultimate value of the Insurance Policies to the Trust is
uncertain, Mr. Heath notes.

Accordingly, the Debtors sought and obtained Judge Fitzgerald's
approval of the TIG Settlement Agreement in its entirety.

Under the Settlement Agreement, the Trust will obtain cash funds
currently with which it can pay PI Claims.  Mr. Heath affirms
that there will be no risk of future litigation between the Trust
and TIG Insurance over coverage defenses, and the Trust will not
have to expend funds to resolve those disputes and comply with
the Insurance Policies' provisions regarding defense cooperation
and audits.

Cooperation and audit costs may include, among other things,
consulting on various matters with TIG Insurance and permitting
it to audit the payment of claims by the Trust.

In addition, absent the settlement, TIG Insurance has indicated
that it would assert certain objections to Plan confirmation.  
Mr. Heath avers that any potential Plan objections that TIG
Insurance might file could cause the Debtors to incur additional
legal fees, costs and other expenses.

Mr. Heath further contends that litigation regarding any
potential Plan objections could delay the Debtors' efforts to
confirm the Plan and emerge from Chapter 11.

           Sale of Insurance Policies to TIG Insurance

As part of the TIG Settlement Agreement, the Debtors also seek
Judge Fitzgerald's permission to document the Settlement as a
sale of the Insurance Policies back to TIG Insurance, free and
clear of liens, claims, encumbrances and other interests, if any.

The Debtors assert that the proposed Sale is appropriate pursuant
to Section 363 of the Bankruptcy Code because they are not aware
of any liens on, or interests in, the Insurance Policies.

             Cooperation Agreement with PI Committee

In conjunction with the TIG Settlement Agreement, the Debtors and
the PI Committee negotiated regarding the terms of a Cooperation
Agreement, which requires the Debtors to provide the Trust with
books and records relating to all PI claims asserted against
Debtors.

The Debtors and the PI Committee disputed, among other things,
which party should bear both the initial and ongoing expense of
providing the books and records.

To resolve both disputes, the Debtors and the PI Committee agreed
that on the Plan effective date, the Debtors will transfer
$2,500,000 to the Trust, which will use those funds to pay the
Debtors' law firms, copy services, and other third party vendors
for production cost.

Mr. Heath relates that the Cooperation Agreement was important to
obtaining the PI Committee's consent to support the terms of the
TIG Settlement Agreement.

                          About USG Corp.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  The
Debtors emerged from bankruptcy protection on June 20, 2006. (USG
Bankruptcy News, Issue No. 113; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


USG CORP: S&P Rates $239.4 Million Revenue Bonds at BB+
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' unsecured
debt rating to seven industrial revenue bonds of USG Corp.
(BB+/Stable/--).  The bonds total $239.4 million.

These industrial revenue bonds are rated the same as the corporate
credit rating on USG, reflecting the issuers' equal status with
other unsecured creditors in the event of bankruptcy.  Loan
agreements between the issuers and USG, under which USG pledges to
pay principal and interest, support each industrial revenue bond.

"With its emergence from Chapter 11 bankruptcy on June 20, 2006,
USG will begin to pay accrued interest and fees on all of its pre-
bankruptcy liabilities, reinstating some obligations, such as the
industrial revenue bonds listed below, and repaying others in
full," said Standard & Poor's credit analyst Kenneth L. Farer.

USG originally used the proceeds from these industrial revenue
bonds to develop its gypsum wallboard operations in:

   * Gypsum, Ohio;
   * East Chicago, Indiana;
   * Aliquippa, Pennsylvania; and
   * Rainier, Oregon.

Ratings List:

  USG Corp.:
  
    Corporate credit rating:      BB+/Stable/--
    Senior unsecured debt rating: BB+/Stable/--

Ratings Assigned

  USG Corp.:

    $45 mil. 5.60% Ohio Air Quality Development
    Authority Solid Waste Disp. Rev. Bonds
    Ser. 1997 due Aug. 1, 2032:                         BB+
  
    $44.4 mil. 5.65% Ohio Air Quality
    Development Authority Solid Waste
    Disp. Rev. Bonds Ser. 1998 due March 1, 2033:       BB+
  
    $9 mil. 6.05% Ohio Air Quality
    Development Authority Solid Waste
    Disp. Rev. Bonds Ser. 1999 due Aug. 1, 2034:        BB+
  
    $10 mil. 5.50% City of East
    Chicago, Ind., Solid Waste Disp.
    Rev. Bonds Ser. 1998 due Sept. 1, 2028:             BB+
  
    $10 mil. 6.375% City of East
    Chicago, Ind., Solid Waste Disp.
    Rev. Bonds Ser. 1999 due Aug. 1, 2029:              BB+
  
    $110 mil. 6% Penn. Economic Dev
    Financing Authority Solid Waste
    Disp. Rev. Bonds Ser. 1999 due June 1, 2031:        BB+
  
    $11 mil. 6.40% State of Oregon Solid Waste
    Disp. Rev. Bonds Ser. 192 due Dec. 1, 2029:         BB+


VARIG S.A.: Brazilian Court Cancels Sale to NV Participacoes
------------------------------------------------------------
Judge Luiz Roberto Ayoub of the 8th District Bankruptcy Court in
Rio de Janeiro, Brazil, called off the sale of VARIG, S.A., to NV
Participacoes after the buyer failed to provide a $75 million
deposit.

Judge Ayoub had approved NVP's $449-million offer for VARIG and
gave the buyer until June 23 to make the required deposit.  The
$75 million would have helped VARIG to pay lessors threatening to
seize the airline's leased aircraft.  

Judge Ayoub said VARIG's future would be decided next week at a
meeting with public prosecutors and accountants, Reuters relates.
The options, Reuters says, are bankruptcy, a new auction or taking
bids from interested companies.

Varig Logistica S.A., VARIG's former cargo arm, could however save
the airline.  According to the Associated Press, Judge Ayoub
confirmed that VarigLog offered $500,000,000 for VARIG.

                             NVP Bid

NVP, a company formed by VARIG pilots and flight attendants, was
the lone bidder at the airline's June 8, 2006, auction.  NVP
offered to acquire VARIG's entire air transportation operations
for $446,000,000, consisting of:

   * approximately $126,000,000 cash;

   * debentures totaling around $220,000,000; and  

   * the conversion of approximately $100,000,000 of labor  
     claims.

                           About VARIG

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case Nos.
05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.


WERNER LADDER: Court Okays Werner Funding Re-Purchase Agreement
---------------------------------------------------------------
Werner Holding Co. (DE), Inc., aka Werner Ladder Company, and its
debtor-affiliates obtained authority from the U.S. Bankruptcy
Court for the District of Delaware to enter into a re-purchase
agreement, which provides for them to re-purchase accounts
receivable sold to Werner Funding pursuant to the Receivables
Purchase Agreement.

On May 10, 2005, Werner Co. entered into a Purchase and Sale
Agreement with Werner Funding Corporation, Inc., a wholly owned
special purpose subsidiary of Werner Co., under which Werner Co.
agreed to sell to Werner Funding, on a continuous basis, accounts
receivables in exchange for cash and interest bearing notes.

Funding also entered into an Accounts Receivable Financing
Facility with The CIT Group that provides a maximum $50,000,000
revolving line of credit based on a borrowing base calculation.  
The amount available under the A/R Securitization is determined
weekly, and is based on 82% of Werner Funding's "eligible
accounts receivable" reduced by certain amounts that primarily
reflect the risk profile of Werner Co.'s customers.  The A/R
Securitization expires on the earlier of May 31, 2009, or upon
termination of the First Lien Credit Facility.  Borrowings under
the A/R Securitization are secured by the assets of Werner
Funding.

As of May 31, 2006, the borrowings outstanding under the A/R
Securitization were approximately $48,000,000 and no more
borrowings are available.

The Purchase Price fro the Receivables is expected to equal the
outstanding amount of obligations owing by Werner Funding to CIT
under the A/R Securitization as of the date of closing of the
sale, plus a prepayment fee of 1% of outstanding obligations
under the A/R Securitization.

The Debtors anticipate utilizing up to $50,000,000 in proceeds
from the DIP Facility to effectuate the re-purchase.  Werner
Funding will use the Re-Purchase Proceeds to satisfy all
outstanding obligations owed to CIT under the A/R Securitization.

Upon consummation of the re-purchase, CIT will release its lien
on the Receivables.  The Receivables will then become part of the
collateral securing the interest of the DIP Lenders, as well as
the First Lien Lenders and Second Lien Lenders.  CIT will retain
its lien on other assets in accordance with the payoff letter to
be entered into by Werner Funding and CIT.  Upon consummation of
the Re-Purchase, Werner Funding will stop buying Werner Co.
receivables.

"The Re-Purchase should have no detrimental impact on Werner
Funding's creditors as Werner Funding likely has no creditors
other than the Debtors," Larry V. Friend, vice president, chief
financial officer and treasurer of Werner Holding Co. (DE), Inc.,
says.

The re-purchase is a condition to closing the DIP Credit
Agreement.

A full-text copy of the Re-Purchase Agreement is available for
free at http://ResearchArchives.com/t/s?bde

                       About Werner Ladder

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).


WINN-DIXIE: Wants to Reject 23 Contracts & Leases by Thursday
-------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates ask authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to reject 23 executory contracts and unexpired leases, effective
as of June 29, 2006.

The Debtors say that the contracts are no longer necessary to
their operations.

A list of the Contracts to be rejected is available for free at
http://ResearchArchives.com/t/s?c16

       http://bankrupt.com/misc/winndixie_23contracts.pdf

By rejecting the Contracts, the Debtors will avoid unnecessary
expenses and burdensome obligations that provide no tangible
benefit to their estates and creditors, asserts D. J. Baker,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York.

According to the Debtors, some of the Contracts are unnecessary
because they relate to facilities that have been sold or closed.
These contracts consist of:

    (a) a warehouse service agreement with American Cold Storage-
        North America, L.P., for the Debtors former Louisville
        warehouse;

    (b) a copier equipment lease with Great America Leasing
        Corporation;

    (c) a transportation agreement with Kenan Advantage Group,
        Inc., for shipping services to stores that are now closed;

    (d) an inventory agreement between Deep South Products, Inc.,
        and Phoenix Closures; and

    (e) a service agreement with Waste Management - AL for a
        closed store in Alabama.

The rest of the Contracts consist of:

    (1) several pharmacist service agreements;

    (2) several information technology contracts;

    (3) a uniform rental agreement with Cintas Corporation;

    (4) a service agreement with Safety-Kleen Corp.;

    (5) a security guard service agreement with Wackenhut
        Corporation; and

    (6) a merchant processing agreement with Nova Information
        Systems, Inc., and Wachovia Bank.

The Debtors either no longer need these agreements or they can
obtain similar services from alternative sources at a lower cost.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 41; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Wants To Reject Libman Company Supply Agreement
-----------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to reject, effective as of June 30, 2006, a supply agreement dated
as of Dec. 5, 2002, between Winn-Dixie Stores, Inc., and The
Libman Company.

The Debtors also ask the Court to approve the resolution of
Libman's claims, including Libman's waiver of all claims for
damages arising from the rejection of the Prepetition Supply
Agreement and all other claims -- except for a scheduled
unsecured claim for $100,722 and any unpaid postpetition invoices
-- it has or may have had against the Debtors.

According to Cynthia C. Jackson, Esq., at Smith Hulsey & Busey,
in Jacksonville, Florida, the Debtors have for several years
purchased cleaning tools -- stickgoods and smallwares -- from
Libman.  Although the Debtors want to continue their relationship
with Libman, the terms of the Prepetition Supply Agreement are no
longer feasible, due, in part, to the reduction in the Debtors'
store count.  In particular, the Prepetition Supply Agreement
requires the Debtors to offer Libman's products in 950 stores and
obligates the Debtors to purchase at least 35% of its cleaning
products from Libman until net sales reached $4,500,000.

The Debtors want to continue their relationship with Libman on
more favorable terms under a new ordinary course agreement.
Ms. Jackson tells the Court that Libman has agreed to this
approach, with a specific waiver of all claims -- except for a
scheduled unsecured claim for $100,722 and any unpaid
postpetition invoices -- it has or may have had against the
Debtors, including claims for rejection damages.  In addition,
Ms. Jackson continues, Libman has agreed that the new agreement,
which will take effect upon the rejection of the Prepetition
Supply Agreement, may be terminated by the Debtors without
liability in the event the Debtors' Chapter 11 plan of
reorganization is not confirmed or does not become effective.

"By rejecting the Prepetition Supply Agreement in favor of a new
agreement with Libman, the Debtors will avoid the burdensome
obligation of the $4,500,000 volume requirement as well as the
incurrence of a significant rejection damage claim, and will be
able to continue offering Libman's products to their customers on
terms that better reflect the current and future needs of their
operating stores," Ms. Jackson says.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 41; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Wants to Reject Sanderson Farms Supply Pact by June 30
------------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida for permission
to reject the Prepetition Supply Agreement between Winn-Dixie
Procurement, Inc., and Sanderson Farms Inc., effective as of
June 30, 2006.  The Debtors further ask the Court to approve:

    (i) Sanderson Farms' set-off of its prepetition general
        unsecured claim against the Debtors' accrued prepetition
        credits, both of which arise from the Prepetition Supply
        Agreement; and

   (ii) the resolution of Sanderson Farms' claims, including the
        waiver of all claims for rejection damages and all other
        claims, except for an agreed reclamation claim and any
        unpaid postpetition invoices.

Pursuant to a supply agreement dated July 1, 2003, between
Winn-Dixie Procurement, Inc., and Sanderson Farms Inc., the
Debtors have for several years purchased chicken and
chicken-related products from Sanderson Farms.

James H. Post, Esq., at Smith Hulsey & Busey, in Jacksonville,
Florida, relates that, although the Debtors want to continue
their relationship with Sanderson Farms, the terms of the
Prepetition Supply Agreement are no longer feasible, due, in
part, to the reduction in the Debtors' store count.

"In particular, the Prepetition Supply Agreement requires the
Debtors to purchase 550,000,000 pounds of chicken, with the term
of the agreement continuing until that requirement is satisfied.
Thus, the reduced store count has operated to extend the term of
the Prepetition Supply Agreement," Mr. Post notes.

Moreover, Mr. Post continues, the Prepetition Supply Agreement
contains a liquidated damages clause in the event it terminates
before the required purchases are made.

The Debtors have decided to reject the Prepetition Supply
Agreement and to provide for a continuing relationship with
Sanderson Farms on more favorable terms under a new ordinary
course supply agreement.  Sanderson Farms has agreed to this
approach, Mr. Post relates, with the understanding that:

    (a) its reclamation claim, as previously agreed between the
        parties, will be for $529,509,

    (b) a portion of its prepetition general unsecured claim will
        be set off against prepetition credits accrued by the
        Debtors, and the balance of its general unsecured claim
        will be waived, and

    (c) any claims for rejection damages and all other claims
        -- except for the agreed reclamation claim and any unpaid
        postpetition invoices -- it has or may have had against
        the Debtors will be waived.

Mr. Post adds that Sanderson Farms has agreed that the new supply
agreement, which will take effect upon the rejection of the
Prepetition Supply Agreement, may be terminated by the Debtors
without liability in the event their Chapter 11 plan of
reorganization is not confirmed or does not become effective.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 41; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WORLD HEALTH: Splits Sale Proceeds with CapitalSource & Committee
-----------------------------------------------------------------
World Health Alternatives, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to approve the
terms of a letter agreement they entered into with the Official
Committee of Unsecured Creditors and CapitalSource Finance LLC.

The letter agreement resolves disputes regarding the proceeds of
the $43 million sale of substantially all of the Debtors' assets
to Jackson Healthcare Staffing, LLC, the validity of CapitalSource
lien, and the debtor-in-financing loan provided by CapitalSource.

The parties agreed that the cash proceeds from the asset sale
together with all cash that has not been swept to a concentration
account will be paid to CapitalSource in satisfaction of the
Debtors prepetition and postpetition debt up to a maximum amount
of $42.5 million.  CapitalSource will pay $1.625 million for the
benefit of the Debtors' general unsecured creditors from a
carve-out from its lien.

Headquartered in Pittsburgh, Pennsylvania, World Health
Alternatives, Inc. -- http://www.whstaff.com/-- is a premier
human resource firm offering specialized healthcare personnel for
staffing and consulting needs in the healthcare industry.  The
company and six of its affiliates filed for chapter 11 protection
on Feb. 20, 2006 (Bankr. D. Del. Case Nos. 06-10162 to 06-10168).
Stephen M. Miller, Esq., at Morris, James, Hitchens & Williams
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors elected Young, Conaway,
Stargatt & Taylor, LLP, as its counsel.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts between $50 million and $100 million.


* SEC Requests Comments on Investment Company Rules Amendments
--------------------------------------------------------------
The Securities and Exchange Commission requests comments on the
amendments of the rules under the Investment Company Act of 1940.  
The amendments, first proposed on Jan. 15, 2004, would impose two
conditions on investment companies relying on certain exemptive
rules.

First, fund boards would have to be comprised of at least 75%
independent directors.  Second, the boards would have to be
chaired by an independent director.

In addition to the costs of the two conditions, commenters may
address any issue related to the underlying purpose of the two
conditions, which is the protection of funds and fund
shareholders.

As required by Section 2(c) of the Investment Company Act, the
Commission specifically seeks comment on whether the proposed rule
amendments will promote efficiency, competition, and capital
formation.

A full-text copy of the amendments in File Number S7-03-04 is
available for free at http://ResearchArchives.com/t/s?be8

                      District Court Action

The two conditions were challenged in the United States Court of
Appeals for the District of Columbia Circuit.  On June 21, 2005,
the District Court remanded to the Commission for consideration of
two deficiencies that it identified in the rulemaking.  

After considering those two issues at a public meeting on June 29,
2005, the Commission decided not to modify the rule amendments.  
The June 29 action was then challenged, and the District Court
issued on April 7, 2006, an opinion holding that the Commission
violated the Administrative Procedure Act7 by failing to seek
comment on the data used to estimate the costs of the two
conditions.  The District Court vacated the two conditions, but
withheld its mandate for 90 days to afford the Commission an
opportunity to reopen the record for comment.

                             Comments

In sending comments, the SEC suggests to use its Internet comment
form -- http://www.sec.gov/rules/proposed.shtml-- and e-mail to  
rule-comments@sec.gov  

The SEC asks that the subject line will contain: File Number
S7-03-04.

Comments submitted in paper should be in triplicate, should refer
to File Number S7-03-04, and sent to:

            Nancy M. Morris
            Secretary
            Securities and Exchange Commission
            100 F Street, NE,
            Washington, DC 20549

For further information contact:

            Vincent Meehan, Staff Attorney, or
            Penelope Saltzman, Branch Chief
            Office of Regulatory Policy
            Division of Investment Management
            Securities and Exchange Commission
            100 F Street, NE
            Washington, DC 20549
            Tel: (202) 551-6792

* BOND PRICING: For the week of June 19 - June 23, 2006
-------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
ABC Rail Product                     10.500%  01/15/04     0
ABC Rail Product                     10.500%  12/31/04     0
Adelphia Comm.                        3.250%  05/01/21     1
Adelphia Comm.                        6.000%  02/15/06     0
Adelphia Comm.                        7.500%  01/15/04    48
Adelphia Comm.                        7.750%  01/15/09    49
Adelphia Comm.                        7.875%  05/01/09    45
Adelphia Comm.                        8.125%  07/15/03    44
Adelphia Comm.                        8.375%  02/01/08    46
Adelphia Comm.                        9.250%  10/01/02    49
Adelphia Comm.                        9.375%  11/15/09    50
Adelphia Comm.                        9.500%  02/15/04    50
Adelphia Comm.                        9.875%  03/01/05    47
Adelphia Comm.                        9.875%  03/01/07    50
Adelphia Comm.                       10.250%  06/15/11    53
Adelphia Comm.                       10.250%  11/01/06    48
Adelphia Comm.                       10.500%  07/15/04    51
Adelphia Comm.                       10.875%  10/01/10    49
Aetna Industries                     11.875%  10/01/06     8
AHI-DFLT07/05                         8.625%  10/01/07    73
Allegiance Tel.                      11.750%  02/15/08    45
Allegiance Tel.                      12.875%  05/15/08    32
Amer & Forgn Pwr                      5.000%  03/01/30    66
Amer Color Graph                     10.000%  06/15/10    69
Amer Plumbing                        11.625%  10/15/08    18
Antigenics                            5.250%  02/01/25    56
Anvil Knitwear                       10.875%  03/15/07    58
Armstrong World                       6.350%  08/15/03    69
Armstrong World                       6.500%  08/15/05    70
Armstrong World                       7.450%  05/15/29    70
Armstrong World                       9.000%  06/15/04    73
Arvin Capital I                       9.500%  02/01/27    70
At Home Corp.                         0.525%  12/28/18     2
At Home Corp.                         4.750%  12/15/06     0
ATA Holdings                         12.125%  06/15/10     2
Atlantic Coast                        6.000%  02/15/34    21
Atlas Air Inc                         9.702%  01/02/08    74
Autocam Corp.                        10.875%  06/15/14    61
Banctec Inc                           7.500%  06/01/08    74
Bank New England                      8.750%  04/01/99     6
Big V Supermarkets                   11.000%  02/15/04     0
Builders Transpt                      6.500%  05/01/11     1
Burlington North                      3.200%  01/01/45    54
CCH II/CCH II CP                     10.250%  01/15/10    60
Cell Therapeutic                      5.750%  06/15/08    58
Charter Comm Hld                      8.625%  04/01/09    74
Charter Comm Hld                      9.625%  11/15/09    72
Charter Comm Hld                     10.000%  04/01/09    75
Charter Comm Hld                     10.000%  05/15/11    61
Charter Comm Hld                     11.125%  01/15/11    62
Charter Comm Inc                      5.875%  11/16/09    75
Chic East Ill RR                      5.000%  01/01/54    61
CIH                                   9.920%  04/01/14    58
CIH                                  10.000%  05/15/14    58
CIH                                  11.125%  01/15/14    60
CMI Industries                        9.500%  10/01/03     0
Collins & Aikman                     10.750%  12/31/11    30
Color Tile Inc                       10.750%  12/15/01     1
Comcast Corp.                         2.000%  10/15/29    39
CPNL-Dflt12/05                        4.000%  12/26/06    27
CPNL-Dflt12/05                        4.750%  11/15/23    46
CPNL-Dflt12/05                        6.000%  09/30/14    37
CPNL-Dflt12/05                        7.625%  04/15/06    66
CPNL-Dflt12/05                        7.750%  04/15/09    70
CPNL-Dflt12/05                        7.750%  06/01/15    30
CPNL-Dflt12/05                        7.875%  04/01/08    70
CPNL-Dflt12/05                        8.500%  02/15/11    61
CPNL-Dflt12/05                        8.625%  08/15/10    47
CPNL-Dflt12/05                        8.750%  07/15/07    68
CPNL-Dflt12/05                       10.500%  05/15/06    69
Cray Research                         6.125%  02/01/11    10
Curative Health                      10.750%  05/01/11    58
Dal-Dflt09/05                         9.000%  05/15/16    26
Dana Corp                             5.850%  01/15/15    75
Decode Genetics                       3.500%  04/15/11    72
Delco Remy Intl                       9.375%  04/15/12    57
Delco Remy Intl                      11.000%  05/01/09    57
Delphi Trust II                       6.197%  11/15/33    68
Delta Air Lines                       2.875%  02/18/24    28
Delta Air Lines                       7.700%  12/15/05    26
Delta Air Lines                       7.900%  12/15/09    25
Delta Air Lines                       8.000%  06/03/23    26
Delta Air Lines                       8.187%  10/11/17    36
Delta Air Lines                       8.300%  12/15/29    28
Delta Air Lines                       8.540%  01/02/07    71
Delta Air Lines                       8.950%  01/12/12    66
Delta Air Lines                       9.250%  03/15/22    23
Delta Air Lines                       9.320%  01/02/09    73
Delta Air Lines                       9.375%  09/11/07    63
Delta Air Lines                       9.480%  06/05/06    58
Delta Air Lines                       9.590%  01/12/17    67
Delta Air Lines                       9.750%  05/15/21    25
Delta Air Lines                       9.875%  04/30/08    68
Delta Air Lines                       9.950%  06/01/06    70
Delta Air Lines                       9.950%  06/01/06    70
Delta Air Lines                      10.000%  06/01/07    66
Delta Air Lines                      10.000%  06/01/08    66
Delta Air Lines                      10.000%  06/01/09    66
Delta Air Lines                      10.000%  06/01/10    66
Delta Air Lines                      10.000%  06/01/10    67
Delta Air Lines                      10.000%  06/01/11    51
Delta Air Lines                      10.000%  06/01/12    63
Delta Air Lines                      10.000%  08/15/08    26
Delta Air Lines                      10.060%  01/02/16    74
Delta Air Lines                      10.125%  05/15/10    27
Delta Air Lines                      10.375%  02/01/11    25
Delta Air Lines                      10.375%  12/15/22    26
Delta Air Lines                      10.500%  04/30/16    69
Deutsche Bank NY                      8.500%  11/15/16    63
Diva Systems                         12.625%  03/01/08     1
Dov Pharmaceutic                      2.500%  01/15/25    57
Dov Pharmaceutic                      2.500%  01/15/25    59
Dura Operating                        9.000%  05/01/09    55
Dura Operating                        9.000%  05/01/09    59
Eagle-Picher Inc                      9.750%  09/01/13    66
Emergent Group                       10.750%  09/15/04     0
Epix Medical Inc.                     3.000%  06/15/24    68
Exodus Comm. Inc.                    11.625%  07/15/10     0
Falcon Products                      11.375%  06/15/09     3
Federal-Mogul Co.                     7.375%  01/15/06    55
Federal-Mogul Co.                     7.500%  01/15/09    57
Federal-Mogul Co.                     8.160%  03/06/03    59
Federal-Mogul Co.                     8.250%  03/03/05    63
Federal-Mogul Co.                     8.330%  11/15/01    47
Federal-Mogul Co.                     8.370%  11/15/01    58
Federal-Mogul Co.                     8.370%  11/15/01    59
Federal-Mogul Co.                     8.800%  04/15/07    58
Finova Group                          7.500%  11/15/09    28
Ford Motor Co                         6.500%  08/01/18    68
Ford Motor Co                         6.625%  02/15/28    66
Ford Motor Co                         7.125%  11/15/25    68
Ford Motor Co                         7.400%  11/01/46    67
Ford Motor Co                         7.500%  08/01/26    70
Ford Motor Co                         7.700%  05/15/97    68
Ford Motor Co                         7.750%  06/15/43    68
Ford Motor Cred                       5.650%  01/21/14    74
Ford Motor Cred                       5.750%  01/21/14    74
Ford Motor Cred                       5.750%  02/20/14    74
Ford Motor Cred                       5.750%  02/20/14    74
Ford Motor Cred                       6.000%  01/21/14    72
Ford Motor Cred                       6.000%  02/20/15    75
Ford Motor Cred                       6.000%  03/20/14    73
Ford Motor Cred                       6.000%  03/20/14    75
Ford Motor Cred                       6.000%  11/20/14    71
Ford Motor Cred                       6.000%  11/20/14    74
Ford Motor Cred                       6.050%  12/22/14    75
Ford Motor Cred                       6.050%  12/22/14    75
Ford Motor Cred                       6.150%  01/20/15    73
Ford Motor Cred                       6.200%  03/20/15    74
Ford Motor Cred                       6.250%  03/20/15    75
Ford Motor Cred                       6.250%  12/20/13    73
Ford Motor Cred                       6.350%  04/21/14    75
Ford Motor Cred                       6.500%  02/20/15    75
Ford Motor Cred                       7.500%  08/20/32    67
Gateway Inc.                          2.000%  12/31/11    72
GB Property Fndg                     11.000%  09/29/05    62
General Motors                        7.400%  09/01/25    70
General Motors                        8.100%  06/15/24    72
GMAC                                  5.900%  01/15/19    74
GMAC                                  5.900%  10/15/19    73
GMAC                                  6.000%  03/15/19    73
GMAC                                  6.000%  03/15/19    74
GMAC                                  6.000%  03/15/19    75
GMAC                                  6.000%  09/15/19    73
GMAC                                  6.125%  10/15/19    74
GMAC                                  6.150%  09/15/19    72
GMAC                                  6.250%  04/15/19    75
Golden Books Pub                     10.750%  12/31/04     0
Graftech Intl                         1.625%  01/15/24    73
Gulf Mobile Ohio                      5.000%  12/01/56    73
Gulf States Stl                      13.500%  04/15/03     0
HNG Internorth                        9.625%  03/15/06    33
Imperial Credit                       9.875%  01/15/07     0
Inland Fiber                          9.625%  11/15/07    60
Insight Health                        9.875%  11/01/11    45
Iridium LLC/CAP                      10.875%  07/15/05    29
Iridium LLC/CAP                      11.250%  07/15/05    29
Iridium LLC/CAP                      13.000%  07/15/05    30
Iridium LLC/CAP                      14.000%  07/15/05    28
Isolagen Inc.                         3.500%  11/01/24    72
Kaiser Aluminum & Chem.               9.875%  02/15/02    54
Kaiser Aluminum & Chem.              10.875%  10/15/06    58
Kaiser Aluminum & Chem.              12.750%  02/01/03     6
Kellstrom Inds                        5.500%  06/15/03     0
Kellstrom Inds                        5.750%  10/15/02     0
Kmart Corp.                           9.780%  01/05/20    10
Kmart Funding                         8.800%  07/01/10    75
Kmart Funding                         9.440%  07/01/18    43
Lehman Bros Hldg                     10.000%  10/30/13    73
Lehman Bros Hldg                     11.000%  10/25/17    73
Liberty Media                         3.750%  02/15/30    57
Liberty Media                         4.000%  11/15/29    62
Macsaver Financl                      7.400%  02/15/02     2
Macsaver Financl                      7.600%  08/01/07     1
Merisant Co                           9.500%  07/15/13    61
Metamor WorldWide                     2.940%  08/15/04     1
Motorola Inc                          5.220%  10/01/97    75
MSX Int'l Inc.                       11.375%  01/15/08    66
Muzak LLC                             9.875%  03/15/09    55
New Orl Grt N RR                      5.000%  07/01/32    66
Northern Pacific RY                   3.000%  01/01/47    53
Northern Pacific RY                   3.000%  01/01/47    53
Northwest Airlines                    6.625%  05/15/23    47
Northwest Airlines                    7.248%  01/02/12    40
Northwest Airlines                    7.625%  11/15/23    47
Northwest Airlines                    7.875%  03/15/08    44
Northwest Airlines                    8.700%  03/15/07    48
Northwest Airlines                    8.875%  06/01/06    48
Northwest Airlines                    9.179%  04/01/10    25
Northwest Airlines                    9.875%  03/15/07    52
Northwest Airlines                   10.000%  02/01/09    49
Northwest Stl&Wir                     9.500%  06/15/01     0
NTK Holdings Inc                     10.750%  03/01/14    71
Oscient Pharm                         3.500%  04/15/11    70
Osu-Dflt10/05                        13.375%  10/15/09     0
O'Sullivan Ind                       10.630%  10/01/08    59
Outboard Marine                       7.000%  07/01/02     0
Outboard Marine                      10.750%  06/01/08     9
Overstock.com                         3.750%  12/01/11    68
Overstock.com                         3.750%  12/01/11    69
PCA LLC/PCA Fin                      11.875%  08/01/09    22
Pegasus Satellite                     9.625%  10/15/49    10
Pegasus Satellite                    12.375%  08/01/06     9
Pegasus Satellite                    12.500%  08/01/07    10
Phar-Mor Inc                         11.720%  09/11/02     1
Piedmont Aviat                        9.900%  11/08/06     0
Piedmont Aviat                       10.350%  03/28/11     0
Pixelworks Inc.                       1.750%  05/15/24    70
Pliant-DFLT/06                       13.000%  06/01/10    44
Pliant-DFLT/06                       13.000%  06/01/10    50
Polaroid Corp.                        7.250%  01/15/07     0
Polaroid Corp.                       11.500%  02/15/06     0
Primedex Health                      11.500%  06/30/08    71
Primus Telecom                        3.750%  09/15/10    50
Primus Telecom                        8.000%  01/15/14    67
Radnor Holdings                      11.000%  03/15/10    53
Railworks Corp                       11.500%  04/15/09     1
Read-Rite Corp.                       6.500%  09/01/04    18
Reliance Group Holdings               9.000%  11/15/00    20
RJ Tower Corp.                       12.000%  06/01/13    68
Salton Inc                           12.250%  04/15/08    74
Silicon Graphics                      6.500%  06/01/09    71
Startec Global                       12.000%  05/15/08     0
Tekni-Plex Inc.                      12.750%  06/15/10    71
Tom's Foods Inc                      10.500%  11/01/04     9
Toys R Us                             7.375%  10/15/18    72
Transtexas Gas                       15.000%  03/15/05     0
Tribune Co                            2.000%  05/15/29    66
Triton Pcs Inc.                       8.750%  11/15/11    72
Triton Pcs Inc.                       9.375%  02/01/11    73
UHS-Call06/06                         0.426%  06/23/20    55
United Air Lines                      7.270%  01/30/13    45
United Air Lines                      7.870%  01/30/19    47
United Air Lines                      9.020%  04/19/12    58
United Air Lines                      9.350%  04/07/16    30
United Air Lines                      9.560%  10/19/18    58
United Air Lines                     10.020%  03/22/14    45
US Air Inc.                          10.250%  01/15/49     5
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.250%  01/15/49    11
US Air Inc.                          10.610%  06/27/07     0
US Air Inc.                          10.680%  06/27/08     7
US Air Inc.                          10.700%  01/01/49    20
US Air Inc.                          10.850%  01/01/49    48
US Air Inc.                          11.200%  03/19/05     0
Werner Holdings                      10.000%  11/15/07    21
Westpoint Steven                      7.875%  06/15/05     0
Wheeling-Pitt St                      5.000%  08/01/11    65
Wheeling-Pitt St                      6.000%  08/01/10    73
Winsloew Furniture                   12.750%  08/15/07    20
Winstar Comm                         14.000%  10/15/05     0
Winstar Comm Inc                     10.000%  03/15/08     0
World Access Inc.                     4.500%  10/01/02     4
World Access Inc.                    13.250%  01/15/08     4

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero Jainga, Joel Anthony G.
Lopez, 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 ***