TCR_Public/060627.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, June 27, 2006, Vol. 10, No. 151

                             Headlines

ACANDS INC: Has Until July 6 to Remove State Court Actions
ADELPHIA: John Griffin & Cable Crafters Say Plan is Unconfirmable
ADELPHIA COMMS: Sells De Minimis Assets for $991,422
ADVANCED REFRACTIVE: Peterson & Co Raises Going Concern Doubt
ALLIANCE IMAGING: Revenue Reduction Cues Moody's to Hold Ratings

AMERCO: Improved Performance Prompts S&P's Positive Watch
AMERICAN MEDICAL: S&P Rates $325 Million Senior Subor. Notes at B
ANNTAYLOR STORES: Improved Performance Cues Moody's to Up Ratings
APARTMENTS AT TIMBER: Dutton Hired as Ch. 7 Trustee's Accountant
ARBY'S RESTAURANT: Poor Performance Prompts S&P's Negative Watch

ARMOR HOLDINGS: Plans to Offer $400 Mil. of Sr. Subordinated Notes
ARVINMERITOR INC: Inks New $1.15 Billion Senior Credit Facilities
ARVINMERITOR INC: New Loan Prompts DBRS to Cut Ratings to BB (low)
BALDWIN COUNTY: S&P Affirms BB+ Rating & Revises Outlook to Stable
BANC OF AMERICA: Fitch Assigns Low-B Ratings to Six Cert. Classes

BEAR STEARNS: DBRS Puts Low-B Ratings on $10.9 Million NIM Notes
BOWATER INC: Fitch Assigns BB Rating to Senior Secured Bank Debt
CATHOLIC CHURCH: Spokane Litigants Panel Objects to Secured Claims
CATHOLIC CHURCH: Tucson Tort Panel Settles Claim for $367,500
CENTRAL GARDEN: Gets $26 Million Cash Settlement from Axelrods

CHECKERED FLAG: Ch. 7 Trustee Wants B. Strickland as Accountant
CHEMED CORP: Moody's Withdraws Ba2 Rating on $85 Mil. Senior Loan
COLLINS & AIKMAN: Fights Foreclosure of Mexican Unit Assets
COLLINS & AIKMAN: Resolves Dispute with Tri-Way Over Molds
COLLINS & AIKMAN: Moves to Reject B/T Western Contract

COMDIAL CORP: Wants Until August 22 to Remove State Court Actions
CONGOLEUM CORP: Bondholders Panel Taps Teich Groh as Local Counsel
DANA CORP: U.S. Trustee to Appoint Official Equity Committee
DANA CORP: Wants Lease Decision Period Extended Until October 3
DANA CORP: Wants Plan Filing Period Extended Until Jan. 3, 2007

DELPHI CORP: GM Says $951-Million Claim is Subject to Compromise
DELPHI CORP: Inks Special Attrition Program with IUE-CWA
DELPHI CORP: Taps PricewaterhouseCoopers as Tax Consultant
DELPHI CORP: Provides Special Attrition Plan Acceptance Results
DELTA AIR: Wants Pilots' Pension Plan Terminated By September 2

DELTA AIR: Wants Exclusive Plan-Filing Period Extended to Nov. 8
DIRECTV HOLDINGS:  Fitch Affirms BB Issuer Default Rating
EASY GARDENER: Hires Logan & Company as Claims & Noticing Agent
FALCONBRIDGE LTD: Offers C$2.30 Per Share to Acquire Novicourt
FALCONBRIDGE LTD: US DOJ Completes Review of Xstrata's Offer

FALCONBRIDGE LTD: Merges with Inco Limited & Phelps Dodge
FLYI INC: Court Gives Nod on Rejection of Two MCI WorldCom Pacts
FLYI INC: Has Until September 29 to Remove Civil Actions
GENERAL MOTORS: Does Not See Full Recovery of $951M Claim v Delphi
GENERAL MOTORS: Hourly Employees Participate in Attrition Program

GREAT LAKES: Aldabra Merger Prompts S&P's Positive Watch
HOST HOTELS: S&P Upgrades Corporate Credit Rating to BB from BB-
HOT HOUSE: Suspends June Cash Distributions to Unitholders
INCO LTD: Merges with Faconbridge & Phelps Dodge in $56 Bil. Deal
INFOR GLOBAL: Moody's Junks Rating on Proposed $1.67 Billion Notes

INTERNATIONAL MANAGEMENT: Panel Taps McKenna Long as Counsel
INTERPUBLIC GROUP: Inks Four New Financing Pacts with ELF
INTERSTATE BAKERIES: Battle Ensues Over Stay on Certain Assets
INTERSTATE BAKERIES: Wants N.C. Dept. of Revenue's Claim Expunged
KENDLE INT'L: Moody's Rates Proposed $225 Mil. Facilities at B1

KERR-MCGEE: Moody's Reviews Debt Ratings for Possible Upgrade
KERR-MCGEE CORP: Anadarko Merger Prompts S&P's Positive Watch
LORBER INDUSTRIES: Files Disclosure Statement & Liquidation Plan
MAVERICK OIL: Completes $10 Mil. Convertible Debenture Placement
MEDEFILE INT'L: Posts $818,240 Net Loss in 2006 1st Fiscal Qtr.

MERRILL CORP: S&P Holds B+ Credit Rating & Says Outlook is Stable
N-STAR REAL: Fitch Puts BB Rating on $16.2 Million Class E Notes
NEW CENTURY: Posts $1.2 Million Net Loss in Quarter Ended March 31
NORTHWEST AIRLINES: Flight Attendants Willing to Renegotiate CBA
NORTHWEST AIRLINES: Wants Until January 15 to File Chapter 11 Plan

NOVELIS INC: Noteholders Wants Dialogue Regarding Consent Terms
OGLEBAY NORTON: Taps J.P. Morgan to Assist in Refinancing
ONEIDA LTD: Files Schedules of Assets and Liabilities
PARMALAT GROUP: May Sell Two Plants to Venezuelan Government
PERFORMANCE TRANSPORTATION: Resolves Lease Dispute with GECC

PETCO ANIMAL: Weak Profits Cue S&P to Revise Outlook to Negative
PROXIM CORP: Court Allows Agere's Reduced $1.079 Mil. Unsec. Claim
RAINBOW NATIIONAL: Moody's Rates Proposed Senior Facility at B3
REFCO INC: Has Until June 30 to Decide on P&S & Mercury Leases
REFCO INC: Section 341(a) Meeting for RMF Debtors Set on July 10

REYNOLDS AMERICAN: Completes $3.5 Billion Conwood Acquisition
REYNOLDS AMERICAN: S&P Rates New $1.29 Billion Senior Notes at BB
RICHARD CARONE: Case Summary & Largest Unsecured Creditor
SILGAN HOLDINGS: Completes $238 Million White Cap Europe Biz Buy
SILICON GRAPHICS: Wants to Assume D.E. Shaw Development Agreement

SIX FLAGS: Poor Performance Cues S&P to Revise Outlook to Negative
SKYE INT'L: Moore & Associates Raises Going Concern Doubt
SMITH MINING: RTL Recovery OK'd as Ch. 11 Trustee's Fin'l Advisor
SONDVIEW HOME: DBRS Puts Low-B Ratings on $19.5 Million NIM Notes
SONITROL CORP: Moody's Holds B2 Rating on $175 Million Loans

SUNSET BRANDS: Balance Sheet Upside-Down by $460,297 at March 31
SYLVEST FARMS: Court Okays Jackson Thorton as Accountant
TEC FOODS: Wants to Assume Leases of Five Restaurant Locations
TENET HEALTHCARE: Sells Gulf Coast Medical Center for $14.3 Mil.
TEREX CORP: S&P Rates Proposed $900 Million Senior Loans at BB

THOMAS EQUIPMENT: March 31 Balance Sheet Upside-Down by $31 Mil.
THOMAS EQUIPMENT: Appoints James Patty as Chief Executive Officer
TIMBER LODGE: Case Summary & 20 Largest Unsecured Creditors
TRANSDIGM INC: Fitch Puts B- Rating on Senior Subordinated Notes
UNITED HOSPITAL: Committee Wants to Hire Alston & Bird as Counsel

UNITED WOOD: Kimberly-Clark Wants Case Dismissed or Converted
USG CORP: Court Okays $1.72-Mil. Settlement with Federal Insurance
USG CORP: Names Deficiencies of Speights & Runyan's Other Claims
VALOR COMMS: Dividends Will be Paid to June 30 Record Shareholders
VARIG S.A.: Aircraft Trustees Want Contingency Plan Implemented

VARIG S.A.: Ordered to Pay Arrears and Ground Nine ILFC Aircraft
VARIG S.A.: Barred From Using IATA's Ticket Clearing System
WACHOVIA BANK: Moody's Reviews Low-B Ratings on $34.6 Mil. Certs.
WERNER LADDER: U.S. Trustee Appoints Five-Member Creditors Panel
WERNER LADDER: Section 341(a) Meeting Scheduled for July 21

WINN-DIXIE: Reaches Agreement over Substantive Consolidation
WINN-DIXIE: Wants Deloitte Tax to Provide Tax-Related Services
WORLD HEALTH: Court Okays Young Conaway as Committee's Counsel
WORLD HEALTH: Panel Hires NachmanHaysBrownstein as Fin'l Advisor

* Large Companies with Insolvent Balance Sheets


                             *********


ACANDS INC: Has Until July 6 to Remove State Court Actions
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the period within which ACandS, Inc., can remove civil actions
from state courts to the District of Delaware for continued
litigation through the earlier of July 6, 2006, or the effective
date of its pending plan of reorganization.

Curtis A. Hehn, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, PC, explained that the Debtor has been unable to
complete the removal process because it has devoted most of its
time to:

     -- various litigation matters;
   
     -- compiling information related to approximately 300,000
        asbestos claims;  and
   
     -- securing approval of a disclosure statement and Plan of
        Reorganization.

The Debtor maintained that its Plan of Reorganization pending
before the U.S. District Court for the District of Delaware should
be confirmed.  However, the Debtor says that it is also
negotiating for an alternative plan structure with key creditor
constituencies.  Because of the ongoing negotiations, the District
Court has indefinitely postponed hearings on confirmation of the
Debtor's Plan.   

Headquartered in Lancaster, Pennsylvania, ACandS, Inc., was an
insulation contracting company, primarily engaged in the
installation of thermal and mechanical insulation.  In later
years, the Debtor also performed a significant amount of asbestos
abatement and other environmental remediation work.  The Company
filed for chapter 11 protection on September 16, 2002, (Bankr.
Del. Case No. 02-12687).  Laura Davis Jones, Esq., at Pachulski
Stang Ziehl Young Jones & Weintraub, P.C., represents the Debtor
in its restructuring efforts.  Kathleen Campbell Davis, Esq., and
Marla Rosoff Eskin, Esq., at Campbell & Levine, LLC, represent the
Official Committee of Asbestos Personal Injury Claimants.  When
the Company filed for protection from its creditors, it estimated
debts and assets of over $100 million.

                    Chapter 11 Plan Update

As previously reported, Judge Fitzgerald approved the adequacy
of the Debtor's Amended Disclosure Statement explaining their
proposed Plan of Reorganization on Oct. 3, 2003.  On Jan. 26,
2004, Judge Fitzgerald entered Proposed Findings of Fact and
Conclusions of Law Re Chapter 11 Plan Confirmation (Doc. 979),
recommending that the U.S. District Court deny confirmation
of the Debtor's Plan.  On Feb. 5, 2004, the Debtor and the
Official Committee of Asbestos Personal Injury Claimants jointly
filed with the District Court an objection to the Bankruptcy
Court's Proposed Findings.  In that filing, the Debtor and the
Committee asked the District Court to reject the Bankruptcy
Court's Findings and Conclusions and confirm the proposed chapter
11 plan.


ADELPHIA: John Griffin & Cable Crafters Say Plan is Unconfirmable
-----------------------------------------------------------------
John Griffin Construction, Inc., by various written agreements
with Adelphia Communications Corporation, provided construction
labor and materials to ACOM's voice, video and data communications
and cable television systems in Orange County and Los Angeles
County, California.

Cable Crafters Construction, Inc., provided the same services in
San Diego County and Los Angeles County, California.

Jeffrey A. Cooper, Esq., at Carella, Byrne, Bain, Gilfillan,
Cecchi, Stewart & Olstein, a Professional Association, in
Roseland, New Jersey, tells the Court that California law
provides mechanic's liens to persons providing construction labor
and materials, which liens arise by operation of law and encumber
the property improved.

As of the Petition Date, ACOM owed John Griffin $2,972,865.  ACOM
owed Cable Crafters $1,572,662.

Mr. Cooper notes that the intervention of the ACOM Debtors'
Chapter 11 cases stayed the filing of actions to foreclose the
mechanic's liens.  John Griffin and Cable Crafters perfected
their lien rights.

John Griffin and Cable Crafters also filed secured claims against
the Debtors.  According to Mr. Cooper, ACOM objected to each of
John Griffin's and Cable Crafters' claims but did not prosecute
the objections when the claimants opposed to the objections.

Mr. Cooper notes that the Joint Venture Plan classifies "Other
Secured Claims" in Class 3.

Mr. Cooper argues that the Joint Venture Plan fails three tests
necessary for confirmation:

    -- The Plan designates claims in Class 3 as unimpaired and,
       thus, not entitled to vote.  However, the Plan actually
       impairs John Griffin's and Cable Crafters' claims and
       likely the claims of many other creditors holding Class 3
       claims by failing to provide for interest at a proper rate
       or payment of interest until the claims are paid;

    -- The Plan improperly groups claims that are not
       substantially similar because Class 3 includes unimpaired
       and impaired claims; and

    -- The Plan fails the requirement of the "best interest of
       creditors" test because it restricts interest accruals on
       disputed claims.

Accordingly, in separate pleadings, John Griffin and Cable
Crafters assert that the Plan is not confirmable.

Based in Coudersport, Pa., Adelphia Communications Corporation
(OTC: ADELQ) -- http://www.adelphia.com/-- is the fifth-largest    
cable television company in the country.  Adelphia serves
customers in 30 states and Puerto Rico, and offers analog and
digital video services, high-speed Internet access and other
advanced services over its broadband networks.  The Company and
its more than 200 affiliates filed for Chapter 11 protection in
the Southern District of New York on June 25, 2002.  Those cases
are jointly administered under case number 02-41729.  Willkie Farr
& Gallagher represents the ACOM Debtors.  PricewaterhouseCoopers
serves as the Debtors' financial advisor.  Kasowitz, Benson,
Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP
represent the Official Committee of Unsecured Creditors.  
(Adelphia Bankruptcy News, Issue No. 136; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ADELPHIA COMMS: Sells De Minimis Assets for $991,422
----------------------------------------------------
Pursuant to the excess assets sale procedures approved by the
U.S. Bankruptcy Court for the Southern District of New York,
Adelphia Communications Corporation and its debtor-affiliates
inform the Court that they will sell these assets for $991,422:

    1. Asset:            Real property at 720 Ross Street,
                         Coudersport, Pennsylvania
       Purchaser:        Greg P. Gooch
       Purchase Price:   $165,000
       Agent:            God's Country Real Estate, Inc.
       Deposit:          $1,000
       Appraised Value:  $100,000

    2. Asset:            Cable and electronics equipment
       Purchaser:        Digicomm International, Inc.
       Purchase Price:   $319,800
       Agent:            (none mentioned)
       Deposit:          none
       Appraised Value:  No appraisal was conducted

    3. Asset:            Cable and electronics equipment
       Purchaser:        Broadband Remarketing International, LLC
       Purchase Price:   $7,860
       Agent:            (none mentioned)
       Deposit:          none
       Appraised Value:  No appraisal was conducted

    4. Asset:            Real property at 422 Route 49 East,
                         Coudersport, Pennsylvania
       Purchaser:        Carl E. Karschner
       Purchase Price:   $250,000
       Agent:            Four Seasons Real Estate, Inc.
       Deposit:          $1,000
       Appraised Value:  $250,000

    5. Asset:            Real property at 206 Holly Drive,
                         Cheraw, South Carolina
       Purchaser:        Carolina Communications
       Purchase Price:   $3,750
       Agent:            Grubb & Ellis Company
       Deposit:          $500
       Appraised Value:  $5,000

    6. Asset:            99 Vehicles
       Purchaser:        Corporate Fleet Management
       Purchase Price:   $176,150
       Agent:            (none mentioned)
       Deposit:          none
       Appraised Value:  No appraisal was conducted

    7. Asset:            16 Vehicles
       Purchaser:        Nucco
       Purchase Price:   $50,000
       Agent:            (none mentioned)
       Deposit:          none
       Appraised Value:  No appraisal was conducted

    8. Asset:            Cable and electronics equipment
       Purchaser:        West 1 CATV Supplies, Inc.
       Purchase Price:   $2,500
       Agent:            (none mentioned)
       Deposit:          none
       Appraised Value:  No appraisal was conducted

    9. Asset:            Cable and electronics equipment
       Purchaser:        Tulsat Corporation
       Purchase Price:   $16,362
       Agent:            (none mentioned)
       Deposit:          none
       Appraised Value:  No appraisal was conducted

The Debtors have decided to sell their Property in South Carolina
at a price lesser than the appraised value because of its annual
carrying costs of at least $1,250, as well as the fact that, in
the Debtors' estimation, the market for the Property may be
declining.

Based in Coudersport, Pa., Adelphia Communications Corporation
(OTC: ADELQ) -- http://www.adelphia.com/-- is the fifth-largest    
cable television company in the country.  Adelphia serves
customers in 30 states and Puerto Rico, and offers analog and
digital video services, high-speed Internet access and other
advanced services over its broadband networks.  The Company and
its more than 200 affiliates filed for Chapter 11 protection in
the Southern District of New York on June 25, 2002.  Those cases
are jointly administered under case number 02-41729.  Willkie Farr
& Gallagher represents the ACOM Debtors.  PricewaterhouseCoopers
serves as the Debtors' financial advisor.  Kasowitz, Benson,
Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP
represent the Official Committee of Unsecured Creditors.  
(Adelphia Bankruptcy News, Issue No. 136; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ADVANCED REFRACTIVE: Peterson & Co Raises Going Concern Doubt
-------------------------------------------------------------
Peterson & Co., L.L.P., in San Diego, California, raised
substantial doubt about Advanced Refractive Technologies,
Inc.'s ability to continue as a going concern after auditing
the Company's consolidated financial statements for the year ended
Dec. 31, 2005.  The auditor pointed to the Company's recurring
losses from operations and net capital deficiency.

The Company reported a $18,561,753 net loss for the year ended
Dec. 31, 2005 compared to a net loss of $11,910,530 for the year
ended Dec. 31, 2004.  The Company also reported zero revenues for
the fiscal year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $1,971,216 in
total assets and $12,212,985 in total liabilities, resulting in a
$10,241,769 stockholders' deficit.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $89,370 in total current assets available to pay $9,832,581
in total current liabilities coming due within the next 12 months.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?c1c

                    About Advanced Refractive

Based in Irvine, California, Advanced Refractive Technologies,
Inc. -- http://www.advancedrefractive.com/-- is a medical device  
company focused on the development and marketing of innovative
ophthalmic applications that will result in faster, safer and more
effective procedures in two of the largest surgical markets in the
world: corrective refractive surgery and cataract surgery.   The
Company is also entering the area of drug discovery through
strategic licensing opportunities.  Advanced Refractive
Technologies is also in the process of developing their Accupulse,
a next generation cataract emulsifier, which utilizes the
company's proprietary waterjet technology.  The Accupulse cataract
emulsifier, currently under development, is a device that uses
pulsed waterjet technology to remove cataracts -- the most
frequently performed surgical procedure in the world.


ALLIANCE IMAGING: Revenue Reduction Cues Moody's to Hold Ratings
----------------------------------------------------------------
Moody's Investors Service confirmed the rating on Alliance
Imaging, Inc.'s senior secured credit facilities at B1 and its
senior subordinated notes at B3.  Moody's concurrently confirmed
the company's Corporate Family Rating at B1, concluding a rating
review initiated on February 16, 2006.  These rating action, the
outlook is stable.

Ratings confirmed:

   * $70 million, senior secured revolver due 2010, at B1

   * $410 million, senior secured term loan B due 2011, at B1

   * $150 million, 7.25% senior subordinated notes due 2012,
     at B3

   * Corporate Family Rating, at B1

   * The ratings outlook is stable.

The confirmation of AIQ's Corporate Family Rating primarily
reflects Moody's belief that the company will experience
relatively modest reductions in revenues and cash flows as a
result of forthcoming changes in Medicare reimbursements for its
diagnostic imaging services.  Only about four percent of the
company's revenues are directly reimbursed by Medicare and only an
additional 9% represents risk on third-party payors that could
adjust their reimbursements in tandem with the new Medicare
levels.  The expectation that the Medicare changes will have a
material, albeit manageable impact on AIQ's operations going
forward is reflected in the stable outlook.

The company's scale, diversity and low bad debt experience offset
somewhat the negative effects of the aforementioned factors.

The stable outlook reflects Moody's expectation that while the
company's revenues and cash flow will come under further pressure
as a consequence of the DRA changes, the likely effects will be
manageable, and will not impair the company's ability to replace
or upgrade its equipment fleet.  The company's MRI business is
expected to continue to come under competitive pressure,
negatively affecting both volume and margins.  Offsetting this
negative is the expectation of strong, high single digit growth in
PET and PET/CT scans during 2006 and 2007.  It is Moody's belief
that the full effects of any incremental moves on the part of
third-party payors together with continued competitive pressures
in the MRI arena would be modest.

Downward rating pressure could develop if there is a decline in
the company's ratio of adjusted free cash flow to debt below
roughly 3% or if the ratio of adjusted total debt to EBITDA
increases above 5.5 times.  Upward rating pressure could
materialize if the ratio of adjusted free cash flow to debt
improves to a level of 8% to 10% or if the DRA changes are in some
way modified or repealed.

AIQ is a national provider of shared-service and fixed-site
diagnostic imaging services.  Alliance provides imaging services
primarily to hospitals and other healthcare providers on a shared
and full-time service basis.  The company had 507 diagnostic
imaging systems, including 351 MRI systems and 68 PET or PET/CT
systems in 44 states at December 31, 2005. For the twelve months
ended March 31, 2006, the company recognized revenue of roughly
$440 million.


AMERCO: Improved Performance Prompts S&P's Positive Watch
---------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on AMERCO,
including the 'B+' corporate credit rating, on CreditWatch with
positive implications.

"The CreditWatch placement is based on the company's improved
operating and financial performance," said Standard & Poor's
credit analyst Betsy Snyder.  "The company's margins have
benefited from a declining level of business at its previously
unprofitable insurance operations and good cost controls."

Standard & Poor's will review AMERCO's operational and financial
prospects to resolve the CreditWatch.

Ratings on Reno, Nevada-based AMERCO reflect the company's
aggressive financial profile, which has improved somewhat since
2004.  Ratings also incorporate the company's position as the
largest consumer truck rental company and as one of the largest
private storage providers in North America.

AMERCO is a holding company for four operations:

   * moving and storage operations,
   * property and casualty insurance,
   * life insurance, and
   * SAC Holding II Corp.

Moving and Storage, the primary operating subsidiary, includes the
company's consumer truck rental operation U-Haul International
Inc., and self-storage facilities, accounting for approximately
90% of AMERCO's consolidated revenues.  SAC Holding II includes
self-storage properties that are managed by U-Haul in which AMERCO
is considered the primary beneficiary of these contractual
interests.

With a rental fleet of approximately 93,000 trucks, 80,675
trailers, and 33,500 tow devices operating out of close to 14,000
locations, U-Haul is the largest participant, by far, in consumer
truck rentals in North America.  The company focuses on do-it-
yourself movers and competes with Budget (owned by Cendant) and
Penske Truck Leasing (owned by General Electric Capital Corp.),
both also large, national competitors (albeit smaller than
AMERCO).  Other competitors include numerous small regional/local
renters, full-service van lines, and do-it-yourself movers who
either own or borrow equipment.

U-Haul also rents storage space, typically on a month-to-month
basis, with more than 377,750 rooms covering approximately 33
million square feet in over 1,000 facilities.  The self-storage
industry (also known as "mini-warehouse" or "mini-storage")
provides low-cost, flexible storage space for consumers and small
businesses.  U-Haul competes with Public Storage Inc., the
dominant participant in this market with more than 85 million
square feet of storage space and numerous regional and local
operators.

SAC Holdings Corp., and its primary subsidiary, SAC Holding II,
own self-storage properties that are managed by U-Haul and owned
by Mark V. Shoen, a significant shareholder of AMERCO and
executive officer of U-Haul.  AMERCO, through its subsidiaries,
has contractual interests in certain of SAC Holdings' properties
that entitle AMERCO to future income based on the financial
performance of these properties.

Although AMERCO is no longer required to consolidate SAC Holdings
(only SAC Holding II) in its reported financial statements,
Standard & Poor's continues to view AMERCO and SAC Holdings as one
entity for analytical purposes.  The close business relationship
between AMERCO and SAC Holdings has resulted in AMERCO exercising
a significant influence on SAC Holdings.


AMERICAN MEDICAL: S&P Rates $325 Million Senior Subor. Notes at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Minnetonka, Minnesota-based American Medical
Systems, Inc., the wholly owned operating subsidiary of American
Medical Systems Holdings, Inc.  The outlook is stable.

At the same time, the rating agency assigned a debt rating of
'BB-' and a recovery rating of '2' to the company's $460 million
senior secured credit facilities, indicating expectations of
substantial recovery (80%-100%) in the event of a payment default,
based on an enterprise valuation.

Standard & Poor's also assigned a 'B' rating to the company's
$325 million of convertible senior subordinated notes.  Proceeds
from the financings will be used to acquire Laserscope for
$716.5 million.  

"The speculative-grade ratings on AMS reflect a leveraged
financial profile as a result of its debt-financed acquisition of
Laserscope," said Standard & Poor's credit analyst Cheryl Richer.

AMS develops and delivers pelvic health products for both men and
women.  Although the company's medical focus is narrow, its
products are diversified, and target six distinct conditions.  The
acquisition of Laserscope adds the GreenLight technology for
the treatment of obstructive benign prostatic hyperplasia that
provides a less invasive alternative to other surgical procedures.

Still significant risks include:

   * rapid changes in technology;

   * the recent interest in this health field by larger players
     with greater financial resources; and

   * reimbursement risk.

Although AMS has successfully integrated six acquisitions over the
past seven years, they have been smaller in scale and financed
primarily with internally generated cash.  Laserscope is
materially larger acquisition, and adds significant debt to the
company's balance sheet.  Furthermore, at 29x EBITDA, the
acquisition price was very aggressive.  


ANNTAYLOR STORES: Improved Performance Cues Moody's to Up Ratings
-----------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
AnnTaylor Stores Corporation to Ba1.  The upgrade acknowledges the
company's recent improvement in operating performance, as well as
its ability to maintain strong credit metrics despite its
historical operating performance volatility.  This rating action
concludes the review for possible upgrade initiated on
May 26, 2006.

The Ba1 corporate family rating is primarily reflective of the
company's significant business risk as a woman's apparel retailer
which significantly exposes performance to fashion risk and
correlates to the B rating category.  As a result of the company's
narrow focus on solely woman's apparel, its operating performance
has proven to be volatile as evidenced by comparable store sales
being negative four out of the last nine years and operating
margins varying between 5.7% and 10.8% over the last four years.

However, balancing this significant risk is AnnTaylor's strong
capital structure which provides the flexibility for the company
to withstand operating performance volatility while still
maintaining predominantly investment grade credit metrics.  The
rating category is also supported by the company's moderate scale
with top line sales of $2.1 billion and its financial policies,
both scoring at the Ba level.  While the company maintains healthy
on balance sheet cash levels, its external liquidity is modest
consisting of a $175 million asset based revolver of which only
$38.5 million was available at January 28, 2006 and is more
reflective of Ba rated company.

The outlook is stable. Given the companies narrow focus in a
highly risky business segment, it is unlikely at the current time
that ratings will be upgraded.  To develop positive ratings
momentum, the company needs to diversify its product focus or
evidence stability in comparable store sales while maintaining as
reported operating margins between 10 to 12% and Debt/EBITDA below
3.5 times over an extended period of time.  Negative rating
pressure would develop should the company's financial profile
change resulting in Debt/EBITDA being sustained above 4 times and
EBIT margins falling below 5%.

This rating is upgraded:

   * Corporate family rating to Ba1 from Ba2.

AnnTaylor Stores Corporation, headquartered in New York, New York,
is a multi channel woman's apparel retailer.  The company operates
824 stores in 46 states, the District of Columbia, and Puerto Rico
of which 352 were Ann Taylor stores, 421 were LOFT stores, and 51
were Ann Taylor Factory stores.  Total revenues were approximately
$2.2 billion for the fiscal year ended
January 28, 2006.


APARTMENTS AT TIMBER: Dutton Hired as Ch. 7 Trustee's Accountant
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nebraska allowed
Thomas D. Stalnaker, the chapter 7 Trustee overseeing the
liquidation of Apartments at Timber Ridge, LP's case, to employ
Dutton & Associates as his accountants.

Dutton will:

   a) conduct the annual audit of the Debtor's financial
      statement; and

   b) prepare tax returns for 2005 and any related forms of tax-
      related documents.

The firm will bill between $90 to $185 hourly rate for its
services.

To the best of the Trustee's knowledge, Dutton represents no
interest adverse to the Trustee or the Debtor's estate.

Headquartered in Dallas, Texas, Apartments at Timber Ridge, LP,
aka Timber Ridge Apartments, operates a residential apartment
building in Omaha, Nebraska.  The Company filed for chapter 11
protection on June 3, 2005 (Bankr. D. Nebr. Case No. 05-82135).
Howard T. Duncan, Esq., at Duncan Law Office, represents the
Debtor.  Thomas D. Stalnaker is appointed as the Trustee to the
Debtor's chapter 7 liquidation.  Robert J. Becker, Esq., at
Stalnaker, Becker & Buresh represents the Trustee.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts between $10 million to $50 million.


ARBY'S RESTAURANT: Poor Performance Prompts S&P's Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit rating, on Fort Lauderdale, Florida-
based Arby's Restaurant Group Inc. on CreditWatch with negative
implications.

"The CreditWatch listing is based on operating performance and
credit measures that are well below expectations," said Standard &
Poor's credit analyst Robert Lichtenstein.

Standard & Poor's had expected credit measures to improve over the
past year as the company's acquisition of The RTM Restaurant Group
improved the overall operating efficiency of the Arby's system.

The company's parent, Triarc Cos. Inc., recently replaced the
senior management at Arby's.  Standard & Poor's expects to meet
with new management to review its plan for improving operations.


ARMOR HOLDINGS: Plans to Offer $400 Mil. of Sr. Subordinated Notes  
------------------------------------------------------------------
Armor Holdings, Inc. intends to offer, subject to market
conditions and other factors, $400 million of Senior Subordinated
Notes due 2016.  Armor intends to use the net proceeds from the
offering to refinance existing indebtedness associated with the
acquisition of Stewart and Stevenson and for general corporate
purposes.  The offering of the notes is expected to close this
Friday, June 30, 2006.

Armor Holdings, Inc. (NYSE: AH) -- http://www.armorholdings.com/  
-- is a diversified manufacturer of branded products for the
military, law enforcement and personnel safety markets.

                           *   *   *

As reported in the Troubled Company Reporter on June 23, 2006,
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB' corporate credit rating, on Armor Holdings Inc.  The
outlook is revised to positive from stable.  At the same time,
Standard & Poor's assigned its 'B+' rating to the company's
proposed $400 million subordinated notes due 2016.


ARVINMERITOR INC: Inks New $1.15 Billion Senior Credit Facilities
-----------------------------------------------------------------
ArvinMeritor, Inc. (NYSE: ARM) entered into two new senior secured
credit facilities.

The new facilities include a $980 million revolving credit
facility, maturing in 2011, and a $170 million term loan B,
maturing in 2012.  JP Morgan Securities Inc. and Citigroup Global
Markets Inc. arranged the facilities, which replaced the company's
prior revolving credit facility.

"This improvement to our credit facilities allows us to extend
maturities and substantially increase our company's liquidity,"
Jim Donlon, ArvinMeritor senior vice president and CFO, said.  
"We're pleased with the success of this transaction and the
positive impact it will have for our company going forward."

Headquartered in Troy, Michigan, ArvinMeritor, Inc. --
http://www.arvinmeritor.com/-- is a premier $8.8 billion global  
supplier of a broad range of integrated systems, modules and
components to the motor vehicle industry.  The company serves
light vehicle, commercial truck, trailer and specialty original
equipment manufacturers and certain aftermarkets.  ArvinMeritor
employs approximately 29,000 people at more than 120 manufacturing
facilities in 25 countries.  ArvinMeritor common stock is traded
on the New York Stock Exchange under the ticker symbol ARM.

                         *     *     *

As reported in the Troubled Company Reporter on June 12, 2006,
Standard & Poor's Ratings Services assigned its 'BB+' bank loan
and recovery ratings of '1' to ArvinMeritor Inc.'s $1.05 billion
bank senior secured debt, indicating the expectation for full
recovery of principal in the event of a payment default.  Standard
& Poor's will withdraw the rating on ArvinMeritor's existing
unsecured bank facility upon completion of the proposed
transaction.

At the same time, Standard & Poor's lowered its senior unsecured
debt ratings on ARM to 'BB-' from 'BB' and removed them from
CreditWatch where they were placed with negative implications on
May 22.  The downgrade stems from the contractual subordination
resulting from the pending transaction to replace the unsecured
bank facility with the new senior secured credit facilities.


ARVINMERITOR INC: New Loan Prompts DBRS to Cut Ratings to BB (low)
------------------------------------------------------------------
Dominion Bond Rating Service removed ArvinMeritor Inc. from "Under
Review with Negative Implications" and downgraded the Company's
Senior Unsecured Notes and Convertible Senior Unsecured Notes to
BB (low).  The trend is Stable.

   * Senior Unsecured Notes Downgraded BB (low) Stb
   * Convertible Senior Unsecured Notes Downgraded BB (low) Stb

The rating action follows ARM's announcement it has entered into
two new senior secured credit facilities that have replaced the
Company's prior unsecured bank facility.  DBRS downgraded the
above noted ratings by one notch, as all current unsecured debts
of the Company will be subordinated to the new secured credit
facility.

DBRS notes that the new senior secured facilities include a
$980 million revolving credit facility that matures in 2011, and a
$170 million term loan B maturing in 2012.  The facilities provide
additional liquidity over a longer duration relative the Company's
previous $900 million unsecured bank facility, which matured in
2008.


BALDWIN COUNTY: S&P Affirms BB+ Rating & Revises Outlook to Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Baldwin County Hospital Authority, Ga.'s bonds, issued for Oconee
Regional Medical Center, to stable from negative, reflecting:

   * operating improvement in fiscal 2005;
   * encouraging interim results; and
   * some growth in liquidity.

Standard & Poor's affirmed its 'BB+' rating on ORMC's debt.

"Although Oconee Regional Medical Center's fiscal 2005 and interim
results are encouraging, a sustained improvement in both
operations and liquidity growth, while successfully balancing
future capital costs, are needed to return the rating to the
investment-grade category," said Standard & Poor's credit analyst
Stephen Infranco.

ORMC's improved operations and cash flow contributed to stronger
coverage of maximum annual debt service at 3.6x in fiscal 2005.  
In addition, although the balance sheet still exhibits many
speculative grade characteristics, liquidity improved year over
year and when coupled with the operational improvement, the trend
is generally stable.

The 'BB+' rating reflects:

   * ORMC's historically volatile operating performance;
   * improving, although still slim liquidity levels;
   * a vulnerable payor mix;
   * strong business position in the primary service area; and
   * success in physician recruiting.

Management attributes the improved results to several factors,
including the implementation of a financial improvement process
plan, the completion of a staffing analysis, and improvements to
the business office through IT upgrades, which provided more
accurate and timely information for the billing process.

The rating revision affects approximately $33 million in rated
debt.


BANC OF AMERICA: Fitch Assigns Low-B Ratings to Six Cert. Classes
-----------------------------------------------------------------
Fitch rated Banc of America Commercial Mortgage Inc., series
2006-2, commercial mortgage pass-through certificates:

   -- $104,000,000 class A-1 'AAA';
   -- $68,600,000 class A-2 'AAA';
   -- $145,000,000 class A-3 'AAA';
   -- $118,565,000 class A-AB 'AAA';
   -- $1,269,250,000 class A-4 'AAA';
   -- $183,944,000 class A-1A 'AAA';
   -- $269,908,000 class A-M 'AAA';
   -- $215,927,000 class A-J 'AAA';
   -- $2,699,084,457 class XW 'AAA';
   -- $50,608,000 class B 'AA';
   -- $26,991,000 class C 'AA-';
   -- $40,486,000 class D 'A';
   -- $26,991,000 class E 'A-';
   -- $30,364,000 class F 'BBB+';
   -- $26,991,000 class G 'BBB';
   -- $33,739,000 class H 'BBB-';
   -- $10,121,000 class J 'BB+';
   -- $13,496,000 class K 'BB';
   -- $10,121,000 class L 'BB-';
   -- $3,374,000 class M 'B+';
   -- $6,748,000 class N 'B';
   -- $6,748,000 class O 'B-'; and
   -- $37,112,457 class P 'NR'.

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are
160 fixed rate loans having an aggregate principal balance of
approximately $2,699,084,458, as of the cutoff date.


BEAR STEARNS: DBRS Puts Low-B Ratings on $10.9 Million NIM Notes
----------------------------------------------------------------
Dominion Bond Rating Service assigned ratings to the Bear Stearns
Structured Products Inc.  NIM Notes 2006-18-III, issued by Bear
Stearns Structured Products Inc. NIM Trust 2006-18.

   * $31.5 million, NIM Notes, Series 2006-18-III,
     Class III-A-1 New Rating A (low)

   * $4.7 million, NIM Notes, Series 2006-18-III,
     Class III-A-2 New Rating BBB (low

   * $1.8 million, NIM Notes, Series 2006-18-III,
     Class III-A-3 New Rating BB (high)

   * $9.1 million, NIM Notes, Series 2006-18-III,
     Class III-A-4 New Rating B

The NIM Notes are backed by a 100% interest in Class C
Certificates issued by SACO I Trust, 2006-6.  The underlying Class
C Certificates will be entitled to receive the excess cash flows
as well as prepayment charges, if any, generated by the Mortgage
Loans each month after payment of all the required distributions.  
The NIM Notes will also be entitled to the benefits of the
Underlying Swap Agreements with Bear Stearns Financial Products,
Inc.

Payments on the BSSP NIM Trust 2006-18-III Notes will be made on
the first business day after the 25th of each month commencing in
June 2006.  The distribution of interest and principal within each
group will be made sequentially to noteholders of Classes III-A-1
through III-A-4 until the principal balance of each such class has
been paid to zero.  Any remaining amounts will be paid in full to
the holders of the Class III-C Notes issued by the NIM Trust.  The
Classes I-C, II-C, and III-C Notes as well as the BSSP NIM Trust
2006-18-I and BSSP NIM Trust 2006-18-II Notes are not rated by
DBRS.

Approximately 56% of the mortgage loans in the Underlying Trust
were purchased by EMC Mortgage Corporation and the remaining loans
were acquired by various originators.  All loans are
fixed-rate, second lien mortgage loans, which are subordinate to
the senior lien mortgage loans on the respective properties.


BOWATER INC: Fitch Assigns BB Rating to Senior Secured Bank Debt
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Bowater, Inc.'s senior
secured bank debt.  The company's issuer default ratings, 'BB-'
and senior unsecured bond ratings, 'BB-', remain unchanged.  The
Rating Outlook remains Stable.

Bowater renegotiated its revolving credit agreement maturing in
2007 this past May which also replaced its on-balance sheet
accounts receivable securitization program.  The company's new
credit facilities have been split into two, one in the name of
Bowater Canadian Forest Products, Inc. ($165 million) and one in
the name of Bowater Inc. ($415 million).  Both facilities are
governed by a borrowing base composed of receivables and inventory
and are further secured by intangibles and certain subsidiary
stocks.  The Bowater Inc. facility matures in May 2011; the
Canadian facility (guaranteed by Bowater) matures in May 2007.

Bowater continues financially on-track with Fitch's expectations,
the declining value of the U.S. dollar suppressing some of the
profitability coming from newsprint price increases.  Higher fiber
costs will need to be recaptured to restore some margin
deterioration in the coated and specialty papers product lines.
Seasonally, this should occur in the second half of the year.

Further debt reduction is expected later this year from the
proceeds of expected timberland and asset sales.  Bowater made
good progress last year with EBITDA increasing 27% against strong
headwinds, a declining demand for newsprint and higher fiber and
energy costs.  The company must continue to show progress in
improving profitability and reducing leverage to a level more
appropriate for its ratings.  In the event that the pace of
improvement is slower than anticipated by Fitch, the ratings could
be revised downward.

Bowater's major business interests are newsprint (the second
largest producer in North America with 20% of capacity),
lightweight coated and specialty papers (14% of North American
capacity), supercalendered and uncoated mechanical grades (13% of
North American capacity), market pulp (the third largest producer
in North America with an 8% share) and lumber.


CATHOLIC CHURCH: Spokane Litigants Panel Objects to Secured Claims
------------------------------------------------------------------
The Official Committee of Tort Litigants objects to nine proofs of
claim asserted against the Diocese of Spokane as secured claims or
claims based on an equitable lien:

   Claimant                        Claim No.     Claim Amount
   --------                        ---------     ------------
   Sacred Heart Parish                189         $3,296,516
   St. Jude Parish                    210            280,000
   St. Joseph Parish                  213              2,109
   St. Genevieve Church               228            460,307
   St. Genevieve Church               233          7,024,000
   St. Bernard's Catholic Church      235            283,580
   St. Bernard's Catholic Church      236              6,143
   St. Francis of Assisi Parish       384          1,207,322
   St. Patrick Parish                 385          9,723,031

Hamid R. Rafatjoo, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub LLP, in Los Angeles, California, tells the United States
Bankruptcy Court for the District of Eastern Washington that the
Claims provided no:

   * evidence to support the secured basis of their claims; or

   * basis for the existence of an equitable lien on the   
     Diocese's property.

Mr. Rafatjoo contends that the recorded title to Spokane's real
properties is in the name of the Diocese, without any cloud on
title or evidence of recorded adverse interests.  Moreover, under
Section 544 of the Bankruptcy Code, the Diocese has the:

   * rights and powers of a judicial lien creditor, a creditor
     whose levy of execution is unsatisfied; and

   * rights of a bona fide purchaser of real property, without
     knowledge of adverse claims.

Under one or more of these powers, Mr. Rafatjoo says, the
Claimants' unrecorded interests in the real properties are junior
to the estate's interest and are avoidable.

Mr. Rafatjoo notes that the Tort Litigants Committee disputes the
claim amounts to the extent of any consideration provided to the
Diocese prior to December 6, 2001.  However, to the extent any
consideration was provided to the Diocese after December 6, the
Tort Litigants Committee is not currently objecting to the claim
amount and is only objecting to the classification of the claim.

The Tort Litigants Committee, therefore, asks Judge Williams to
reclassify the secured claims as general unsecured claims.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 60; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Tucson Tort Panel Settles Claim for $367,500
-------------------------------------------------------------
Judge James M. Marlar of the U.S. Bankruptcy Court for the
District of Arizona approved the Official Committee of Tort
Claimants' stipulation resolving Claim No. 79.  The Court allows
Claim No. 79 for $367,500, to be paid from the Settlement Trust
established pursuant to the Tucson Diocese's Plan of
Reorganization.

Holder of Claim No. 79 will receive no further distributions under
the Plan.  

The Court overrules Brian Francis O'Connor's objection.

As reported in the Troubled Company Reporter on May 31, 2006,
Walter F. Wood, Esq., in Tucson, Arizona, asserted that the
proposed settlement of Claim No. 79 does not comport with the
provisions of the Plan.

Mr. Wood argued that the proposed settlement gives no authority
for creating a special "tier" or class for Claim No. 79 and offers
no "consideration" for the treatment.

According to Mr. Wood, his client, Mr. O'Connor, settled and
agreed to a Tier 2 claim based on the provisions of the Plan that
called for the risk of future recovery to be born equally by all
victims within a tier.

The parties will each bear their own costs and fees.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 60
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CENTRAL GARDEN: Gets $26 Million Cash Settlement from Axelrods
--------------------------------------------------------------
The litigation between Central Garden & Pet Company (NASDAQ:CENT)
and Herbert and Evelyn Axelrod has been settled.  Under the
settlement, Central received a cash payment from the Axelrods of
$26 million.

In September 2005, a jury found for Central on its claim against
the Axelrods for collection of a promissory note that the Axelrods
signed in 1997 and for breach of warranty and fraud.

The Company is in the process of completing the accounting for the
settlement.  Central's preliminary estimate is that the settlement
will result in a one-time contribution to operating income of
approximately $10 million after consideration of a receivable
balance due from the Axelrods of $16 million comprised of note
principal and interest and related expenses previously accrued on
its financial statements.

"We are pleased to have favorably finalized this litigation," said
Glenn Novotny, President and CEO.  "We look forward to dedicating
all of our energy and resources toward building the Company and
increasing shareholder value."

Based in Walnut Creek, California, Central Garden & Pet Company --
http://www.central.com/-- is a leading innovator, marketer and  
producer of quality branded products for the pet and lawn and
garden supplies markets.  The Company's pet products include pet
bird and small animal food, aquarium products, flea, tick,
mosquito and other pest control products, edible bones, cages,
carriers, pet books, and other dog, cat, reptile and small animal
products.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 10, 2006,
Moody's Investors Service has assigned at Ba2 rating to Central
Garden & Pet Company's $650 million senior secured credit
facilities, which will fund its acquisition of Farnam Companies,
Inc., and the refinancing of its existing senior secured bank
debt.  In addition, Central's existing senior secured and
corporate family ratings were confirmed, and its senior
subordinated notes were downgraded to B2.


CHECKERED FLAG: Ch. 7 Trustee Wants B. Strickland as Accountant
---------------------------------------------------------------
Sherman B. Lubman, the chapter 7 trustee appointed to liquidate
Checkered Flag Equipment Sales and Transport, Inc. t/a Checkered
Flag Transport, asks the U.S. Bankruptcy Court for the Eastern
District of Virginia for permission to hire Barry Strickland &
Company, as certified public accountants.

The Trustee said he requires the assistance of experienced
accountants to perform various accounting duties that are needed
for the proper administration of the bankruptcy estate including
but not limited to the preparation and filing of local, state and
federal tax returns.

The firm's current standard hourly rates for accountants are
between $190 and $240 while current standard hourly rates for
para-professionals are between $60 and $98.

Barry I. Strickland assures the Court that his firm and its
professionals do not hold material interest adverse to the
Debtor's estate and are disinterested as defined in Section
101(14) of the Bankruptcy Code.

Headquartered in Thornburg, Virginia, Checkered Flag Equipment
Sales and Transport, Inc. -- http://www.checkeredflagequip.com/--  
offered local and long-distance transport.  The Company filed for
chapter 11 protection on March 10, 2004 (Bankr. E.D. Va. Case No.
04-32343).  When the Debtor filed for bankruptcy, it reported
assets amounting between $1 million and $10 million and debts
aggregating between $10 million and $50 million.  The Court
converted the Debtor's chapter 11 case to a chapter 7 liquidation
proceeding on March 14, 2004, and named Sherman B. Lubman as
chapter 7 trustee.  Kevin A. Lake, Esq., in Richmond, Va.,
represent Mr. Lubman.


CHEMED CORP: Moody's Withdraws Ba2 Rating on $85 Mil. Senior Loan
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the Ba2 rating for Chemed
Corporation's $85 million senior secured term loan following the
company's full prepayment of the outstanding obligation under this
loan.

Moody's affirmed these ratings:

   * $175 million senior secured revolving credit facility due
     2010, Ba2

   * $150 million 8.75% guaranteed senior notes due 2011, Ba3

   * Corporate family rating, Ba2

   * Speculative grade liquidity rating, SGL-1

The outlook is stable.

Chemed Corporation, headquartered in Cincinnati, Ohio, is the
nation's largest provider of hospice care services through its
VITAS Healthcare Corporation subsidiary.  Chemed also operates
North America's largest provider of plumbing and drain cleaning
services through its Roto-Rooter subsidiary.  For the latest
twelve months ended March 31, 2006 the company generated
approximately $954 million of revenues.


COLLINS & AIKMAN: Fights Foreclosure of Mexican Unit Assets
-----------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the U.S
Bankruptcy Court for the Eastern District of Michigan to enjoin
General Electric Capital Corporation and GE Capital de Mexico, S.
de R. L. de C.V., from commencing actions to foreclose on the
assets, stock or other property interests of Collins & Aikman
Automotive Hermosillo, S.A. de C.V., a non-Debtor subsidiary.

The GE Defendants have threatened to take action against C&A
Hermosillo.  If the Defendants are permitted to carry through on
their threats, the impact and results would surely be felt by, and
would be extremely harmful to, the Debtors and their
reorganization efforts, Marc J. Carmel, Esq., at Kirkland & Ellis
LLP, in Chicago, Illinois, explains.

Mr. Carmel contends that any attempt by the GE Defendants, during
the pendency of the Debtors' bankruptcy proceedings, to foreclose
on C&A Hermosillo or any assets, stock or other property
interests of the Debtors constitutes a violation of the automatic
stay.

The C&A Hermosillo facility manufactures interior parts,
including instrument panels, door panels, center consoles and
carpets for Ford Motor Company.  It uses the latest available
technology, including the "TAC-Trim" technology to make
instrument panels.  It is also the single largest revenue-
producing plant in the Debtors' entire family of companies,
earning approximately $300,000,000 in annual revenues.

GE Mexico, a special purpose vehicle, provides financing to equip
the C&A Hermosillo facility pursuant to a 2004 Construction
Agency Agreement and a Master Lease Agreement.

C&A Hermosillo has pledged its stock to GE Mexico under a Stock
Pledge Agreement to secure its obligations under the Construction
Agency Agreement and related agreements.  The Debtors also
guaranty C&A Hermosillo's payment and performance under the
agreements.

In a May 19, 2006 letter, the GE Defendants indicated that the
Debtors' bankruptcy filing constitutes an event of default under
the agreements.

Mr. Carmel notes that for a significant period of time, the
Debtors, C&A Hermosillo, and the GE Defendants entered into a
series of limited waiver agreements in which GE Mexico
temporarily waived its right to enforce various remedies against
the Debtors and C&A Hermosillo.  The last limited waiver expired
October 15, 2005, however, neither the Debtors nor C&A Hermosillo
heard anything from GECC or GE Mexico about their intent to seek
to enforce remedies against C&A Hermosillo.

GECC and GE Mexico's decision to wait more than one year from the
Petition Date, and more than seven months from the expiration of
the last limited waiver agreement, before threatening to take
action is not coincidental, according to Mr. Carmel.

Mr. Carmel says the issuance of the Notice of Termination and the
latest threats by GE Mexico against C&A Hermosillo were
orchestrated by GECC either as retaliation for the Debtors
commencing an action against GECC or as a means of applying
additional pressure on the Debtors in connection with the
unrelated adversary proceeding.

The Debtors commenced an adversary proceeding against GECC in
April 2006 to recharacterize a putative sale-leaseback
arrangement as a secured financing transaction.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit      
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Resolves Dispute with Tri-Way Over Molds
----------------------------------------------------------
Tri-Way Mfg., Inc., asked the U.S. Bankruptcy Court for the
Eastern District of Michigan to lift the automatic stay to recover
molds in the possession of Collins & Aikman Corporation and its
debtor-affiliates.  The Debtors timely objected to the lift stay
request.

The parties wish to forego further costs and uncertainty of
litigation.  Thus in a Court-approved stipulation, the Debtors  
and Tri-Way agree that:

   (a) the Debtors will make monthly adequate protection payments  
       to Tri-Way for $30,000 per month.

   (b) Each Adequate Protection Payment will be made no later  
       than the 15th day of each month and will be applied to and  
       reduce the principal amount of the Debtors' alleged  
       indebtedness to Tri-Way.

       The Adequate Protection Payments will be made retroactive  
       to April 2006, and the Adequate Protection Payments due  
       for the period from April 2006 through the approval date
       of the Stipulation will be made within 10 days of the
       Approval Date.

   (c) The Debtors will maintain insurance on the Molds in  
       an amount reasonably sufficient to replace the Molds.

   (d) The Adequate Protection Payments will continue until the  
       earlier of:

       (1) the Molds no longer being in the possession and use of  
           the Debtors,

       (2) the confirmation of a plan of reorganization for the  
           Debtors, or

       (3) filing and service of a Termination Notice.

       The Stipulation may be terminated by the Parties at any  
       time after October 1, 2006, on 30 days' prior written  
       notice to all Interested Parties.  The Termination Notice  
       must be filed with the Court and a copy duly served on   
       counsel of record for each of the Interested Parties.

       In the event that the Debtors cease to be in possession  
       and use of all, or substantially all, of the Molds used  
       for a particular Customer program, the Adequate Protection  
       Payment of $30,000 per month will be reduced by these  
       amounts:

           Customer Program   Amount Reduction
           ----------------   ----------------
           Daimler Chrysler       $12,751
           Ford                       248
           General Motors           5,657
           Honda                    1,578
           JCI                      1,346
           Delphi                   7,638
           Nissan                     423
           Premier Mold               359

   (e) In the event that the Stipulation is terminated, Tri-Way  
       may immediately file a renewed motion to lift the  
       automatic stay.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit      
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Moves to Reject B/T Western Contract
------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask
authority from the U.S. Bankruptcy Court for the Eastern District
of Michigan to reject their O.E.M. Sales Representation Agreement
with B/T Western, effective June 29, 2006.

The Debtors determined that their contract with B/T Western is no
longer integral to their ongoing business operations.
  
Pursuant to the contract, B/T Western is obligated to solicit
orders and establish a business base with respect to the Debtors'
automotive part supply business.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, explains that the Debtors no longer require B/T
Western's services as they now have a number of direct
relationships with a stable market base and B/T Western does not
provide ongoing value.  

"The Rejected Agreement only reduces the Debtors' profit margin
with respect to sales to O.E.M. customers covered under the
Rejected Agreement without providing any additional business or
income," Mr. Schrock says.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit      
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


COMDIAL CORP: Wants Until August 22 to Remove State Court Actions
-----------------------------------------------------------------
Comdial Corporation and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to extend the
period within which they can remove civil actions to the Delaware
District Court to August 22, 2006.  

Jason M. Madron, Esq. at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, tells the Court since their bankruptcy
filing, the Debtors have worked diligently to stabilize their
businesses and have made significant process in their cases.  Most
significantly, the Debtors devoted enormous effort to negotiating,
promulgating and defending bidding procedures with respect to the
sale of the Debtors' assets as well as providing potentially
interested purchasers with the applicable due diligence
information.

As a result of the Debtors' efforts, the Debtors closed the sale
to Vertical Communications Acquisition Corporation in Sept. 2005.  
Additionally the Debtors obtained Court approval of a general bar
date, moved to establish an administrative bar date and obtained
Court approval of the termination of their benefit pension plan,
Mr. Madron added.  

Moreover, the Debtors have devoted significant effort to drafting
a plan of liquidation and disclosure statement.  In light of these
time consuming matters, Mr. Madron contended that the removal
period should be extended.

Headquartered in Sarasota, Florida, Comdial Corporation, nka CMDL
Corporation -- http://www.comdial.com/-- and its affiliates    
develop and market sophisticated communications products and
advanced phone systems for small and medium-sized enterprises.  
The Company and its debtor-affiliates filed for chapter 11
protection on May 26, 2005 (Bankr. D. Del. Case No. 05-11492).  
Jason M. Madron, Esq., and John Henry Knight, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $30,379,000 and total
debts of $35,420,000.


CONGOLEUM CORP: Bondholders Panel Taps Teich Groh as Local Counsel
------------------------------------------------------------------
The Honorable Kathryn C. Ferguson of the U.S. Bankruptcy Court
for the District of New Jersey authorized the retention of Teich
Groh as local counsel of the Official Committee of Unsecured
Bondholders appointed in Congoleum Corporation and its debtor-
affiliates' bankruptcy cases.

As reported in the Troubled Company Reporter on March 20, 2006,
Teich Groh will:

   -- appear in Court;
   -- review pleadings;
   -- provide advice to the Bondholders' Committee; and
   -- provide all other necessary legal services.

Michael A. Zindler, Esq., a partner at Teich Groh, disclosed that
the hourly rates of the Firm's professionals are:

    Professional                Designation   Hourly Rate
    ------------                -----------   -----------
    Michael A. Zindler, Esq.    Partner           $410
    Barry W. Frost, Esq.        Partner           $350
    Carol L. Knowlton, Esq.     Partner           $300
    Allen I. Gorski, Esq.       Partner           $300
    Brian W. Hofmeister, Esq.   Associate         $300

Teich Groh and Akin Gump Strauss Hauer & Feld LLP, the
Bondholders' Committee's lead counsel, will divide their work to
avoid duplication of effort.

Mr. Zindler assures the Court that the Firm does not represent or
hold any interest adverse to the Debtors or their estates and is
disinterested as that term is defined under Section 101(14) of the
U.S. Bankruptcy Code.

                   About Congoleum Corporation

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
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 in their restructuring efforts.  Elihu Insulbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Claimants' Committee.  R. Scott Williams serves as the Futures
Representative, and is represented by lawyers at Swidler Berlin
LLP.  Michael S. Stamer, Esq., at Akin Gump Strauss Hauer & Feld
LLP represent the Official Committee of Unsecured Bondholders.  
When Congoleum filed for protection from its creditors, it listed
$187,126,000 in total assets and $205,940,000 in total debts.

At March 31, 2006. Congoleum Corporation's balance sheet showed
a $44,694,000 stockholders' deficit compared to a $44,960,000
deficit at Dec. 31, 2005.  Congoleum is a 55% owned subsidiary of
American Biltrite Inc. (AMEX: ABL).


DANA CORP: U.S. Trustee to Appoint Official Equity Committee
------------------------------------------------------------
Diana G. Adams, Acting United States Trustee for Region 2, says
she will appoint an official equity committee in Dana Corporation
and its debtor-affiliates' Chapter 11 cases.

In making her decision, the United States Trustee has reviewed:

   (i) the letters requesting the appointment of an official
       equity committee, submitted by Apaloosa Management L.P.
       and its related companies, Brandes Investment Partners
       L.P.; and QVT Financial LP;

  (ii) the responsive letters of the Debtors and the Official
       Committee of Unsecured Creditors opposing the appointment
       of an equity committee; and

(iii) the letters submitted by the Debtors, the Creditors'
       Committee and the Equity Committee Proponents in response
       to a request by the United States Trustee to clarify
       certain points.

According to Ms. Adams, she has shared those submissions with the
Securities and Exchange Commission.  The U.S. Trustee also met
with the Equity Committee Proponents, and the Debtors and the
Creditors' Committee last month.

The United States Trustee agrees that:

   (i) debt securities are trading at close to par;

  (ii) widely held equity securities are trading robustly and
       reflect a market capitalization of more than $400,000,000;

(iii) current public financial statements reflect shareholder
       equity for the consolidated entities;

  (iv) the board of directors authorized a dividend to common
       shareholders less than 90 days before the Petition Date;
       and

   (v) the Debtors' cases are complex.

Greg M. Zipes, Esq., trial attorney for the U.S. Trustee, relates
that the U.S. Trustee is satisfied with the equity committee
proponents' representations that they will minimize costs by
relying upon the financial advisors of the Debtors and the
Creditors' Committee for information whenever possible, and
filing pleadings only when necessary to specifically protect
equity interests.

Mr. Zipes notes that the SEC concurs with the U.S. Trustee's
conclusion.

The U.S. Trustee has sent solicitation letters to the top 50
equity security holders who may be eligible to serve on an
official equity committee.

                      About Dana Corporation

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


DANA CORP: Wants Lease Decision Period Extended Until October 3
---------------------------------------------------------------
Dana Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to extend the time by
which they must assume, assume and assign or reject Unexpired
Leases through and including October 3, 2006, without prejudice to
their right to seek further extensions upon the consent of the
affected lessors.

Dana Corporation and certain of its debtor-affiliates are lessees
or sublessees under approximately 65 unexpired non-residential
real property leases and subleases.  The Unexpired Leases
primarily relate to the Debtors' manufacturing, distribution and
warehousing facilities and the Debtors' administrative and sales
offices.

Corinne Ball, Esq., at Jones Day, in New York, relates that as of
June 14, 2006, the Unexpired Leases remain in effect and have not
expired or terminated according to their terms.

Section 365(d)(4) of the Bankruptcy Code, as amended by the
Bankruptcy Abuse Prevention and Consumer Protection Act of 2005,
provides that the Debtors have 120 days from the Petition Date to
decide whether to assume, assume and assign, or reject their
Unexpired Leases.

Ms. Ball relates the 120-day period established by Section
365(d)(4) actually runs through July 1, 2006.  Because July 1,
2006 is a Saturday, the statutory deadline automatically is
extended to Monday, July 3, 2006, pursuant to Rule 9006(a) of the
Federal Rules of Bankruptcy Procedure.

Unless the Lease Decision Deadline is extended, the Debtors will
be required to make decisions concerning all of the Unexpired
Leases by July 3, Ms. Ball notes.  "The Debtors' failure to take
any action to assume or reject the Unexpired Leases or obtain an
extension of the [Lease Decision] Deadline would result in the
Unexpired Leases being deemed rejected."

According to Ms. Ball, the Debtors have not yet finished
evaluating their Unexpired Leases.  The Debtors have devoted the
majority of their efforts to:

   (a) completing the transition to operations in Chapter 11 and
       resolving other pressing matters incident to the
       commencement of their cases; and

   (b) preparing for the next phase of their cases in which they
       will complete a comprehensive review of their operations
       and develop their business plan, which, in turn, will
       serve as the basis of their reorganization plan.

Thus, the Debtors need more time to make an adequately informed
and intelligent appraisal of all of their Unexpired Leases, Ms.
Ball maintains.

The Debtors assure the Court that they will continue to perform
all of their obligations arising under the Unexpired Leases as of
the Petition Date in a timely fashion, including paying all
postpetition rent due, as required by Section 365(d)(3).

                      About Dana Corporation

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


DANA CORP: Wants Plan Filing Period Extended Until Jan. 3, 2007
---------------------------------------------------------------
Dana Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to extend their
Exclusive Plan Filing Period through and including January 3,
2007, and the Exclusive Solicitation Period through and including
March 5, 2007.

The Debtors tell the Court that their exclusive plan filing period
is currently set to expire on July 3, 2006, and the exclusive
solicitation period on Sept. 4, 2006.

Corinne Ball, Esq., at Jones Day, in New York, points out that in
the very short time since their cases were commenced, the Debtors
have achieved remarkable progress.  Specifically, Ms. Ball says,
the majority of the Debtors' time and efforts have been devoted
to stabilizing their business operations and completing the
transition to operations in chapter 11, as well as preparing for
the next phase in which the Debtors will complete a comprehensive
review of their operations and develop their business plan,
which, in turn, will serve as the basis of their reorganization
plan.

According to Ms. Ball, the Debtors have been working diligently
to accomplish these tasks by, among other things:

   (a) implementing the various forms of relief granted by the
       Court on the Petition Date to allow the Debtors to
       maintain business as usual to the fullest extent possible
       and preserve the Debtors' relationships with their
       employees, customers, suppliers, lenders and other
       parties;

   (b) retaining professionals necessary to the Debtors'
       reorganization efforts;

   (c) negotiating, documenting and obtaining Court approval of
       the Debtors' $1.45 billion postpetition financing
       facility;

   (d) commencing the time-consuming process of preparing the
       Debtors' schedules of assets and liabilities and
       statements of financial affairs, due on July 3, 2006;

   (e) seeking and obtaining procedural protections to preserve
       valuable net operating losses;

   (f) responding to requests for asbestos and equity committees
       and meeting with the Committee regarding the asbestos
       issues; and

   (g) filing the Dana Companies' 2005 10-K.

In addition, Ms. Ball continues, the Debtors have devoted
substantial time to implementing, where appropriate, their
prepetition business and restructuring plans including by:

   (a) completing negotiations and seeking approval of the
       dissolution of the Debtors' joint venture with Desc
       Automotriz, S.A. de C.V., which will result in the Debtors
       acquiring sole ownership of certain operations in Mexico
       that are integral to the Debtors' long-term business
       plans;

   (b) completing and circulating offering memoranda for the
       Debtors' engine hard parts and fluids businesses, which
       together account for in excess of $1.2 billion in sales,
       9,800 employees and operate in 44 locations worldwide;

   (c) commencing a review of their cost structure and
       strengthening financial controls;

   (d) establishing timeline goals for the course of and
       emergence from these Chapter 11 cases;

   (e) meeting twice with the full Committee and innumerable
       times with their advisors on the myriad issues requiring
       attention in the Debtors' cases to date; and

   (f) commencing a comprehensive analysis of legacy obligations.

"In light of the Debtors' very substantial progress on their
restructuring efforts and other key issues in the three months
since the commencement of these cases, an extension of the
Exclusive Periods is warranted," Ms. Ball asserts.

The Debtors need more time to complete their postpetition
strategic business plan.  An extension will also give the
Debtors' key constituencies an opportunity to evaluate that plan
and discuss it with the Debtors.

In connection with the completion and implementation of the
Strategic Plan, Ms. Ball relates that the Debtors must also
complete several tasks including:

   (a) completing the review of legacy obligations,
   (b) establishing a claims bar date, and
   (c) concluding various asset sales.

"Only after these and other important steps are completed will
the Debtors be in a position to develop their plan or plans of
reorganization and to negotiate or discuss the terms of any Plan
with their various constituencies.  Although the Debtors are
committed to emerging from chapter 11 as quickly as possible, the
Debtors recognize that this process will require a substantial
amount of time and effort," Ms. Ball says.

                      About Dana Corporation

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


DELPHI CORP: GM Says $951-Million Claim is Subject to Compromise   
----------------------------------------------------------------
General Motors Corporation discloses Delphi Corporation's various
financial obligations to the company in a regulatory filing with
the Securities and Exchange Commission.  Those obligations include
a $951,000,000 owed by Delphi relating to former GM employees who
worked at Delphi and were later transferred back to GM as job
openings became available to them.

GM says it may receive only a portion of the $951,000,000
receivable because the amount may be subject to compromise in
Delphi's bankruptcy proceeding.  GM will seek to minimize this
risk by protecting its right to set-off against the $1,150,000,000
it owed to Delphi as of Delphi's bankruptcy petition date.

In connection with GM's spin-off of Delphi, GM entered into
separate agreements with the UAW, the International Union of
Electrical Workers, and the United Steel Workers.  Under these
benefit agreements, GM provided contingent benefit guarantees to
make payments for limited pension and OPEB expenses to certain
former GM U.S. hourly employees who transferred to Delphi as part
of the spin-off and meet the eligibility requirement for those
payments.

GM notes that Delphi's Chapter 11 filing does not itself trigger
any of the benefit guarantees.  The benefit guarantees will expire
on October 18, 2007, if not previously triggered by Delphi's
failure to pay.  If a benefit guarantee is triggered before its
expiration date, GM's obligation could extend for the lives of
affected covered employees.

GM also discloses that it has incurred a contingent liability of
$5.5 billion to $12 billion due to Delphi's Chapter 11 cases.  GM
has established a $5.5 billion reserve for the amount.  According
to GM, these views reflect its current assessment that it is
unlikely a Chapter 11 process will result in both a termination of
Delphi's pension plan and complete elimination of its OPEB plans.

                          About Delphi Corp

Based in Troy, Mich., Delphi Corporation --http://www.delphi.com/   
-- is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.  
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELPHI CORP: Inks Special Attrition Program with IUE-CWA
--------------------------------------------------------
Delphi Corporation previously reached an agreement on the terms of
an additional program to supplement the UAW Special Attrition
Program through negotiations with General Motors Corp. and United
Auto Workers union.

On June 16, 2006, Delphi also reached agreement on the terms of an
IUE-CWAGM-Delphi Special Attrition Program, through negotiations
with GM, and IUE-CWA.

"We have made great progress in resolving the first part of a very
complex puzzle," said IUE-CWA Automotive Conference Board Chairman
Willie Thorpe.  "Our members now have options that can provide
them with some financial security.  Next our focus turns to
crafting an agreement for those who remain in the plants that
gives them a job worth having."

The IUE-CWA package provides special retirement options for 3,290
members who can either take a $35,000 bonus for a normal or early
retirement, take a 50 and 10 mutually satisfactory retirement, or
elect to participate in a special program where workers with
between 26 years and less than 30 years can grow into retirement.

The IUE-CWA made gains in the buyout offerings by creating a
third tier for workers compared with an earlier attrition program
available to both traditional and competitive rate workers.  
Workers with at least 10 years' seniority can take a $140,000
buyout payment to sever ties with the company.  Workers with
between 3 and 10 years' seniority are eligible for a $70,000
payment, while those with between 1 year and 3 years' seniority
can receive $40,000.

The IUE-CWA Special Attrition Program largely mirrors the UAW
Special Attrition Program taken together with the UAW Supplement.

In this regard, the Debtors seek the Court's authority to enter
into the supplemental attrition programs.

The Supplemental Attrition Program will also be available to
Delphi employees who have selected an option from the original
Special Attrition Program.  This includes employees who have
already retired or entered the pre-retirement program.

                        About Delphi Corp

Based in Troy, Mich., Delphi Corporation --http://www.delphi.com/   
-- is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.  
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELPHI CORP: Taps PricewaterhouseCoopers as Tax Consultant
----------------------------------------------------------
Delphi Corporation and its debtor-affiliates ask the United States
Bankruptcy Court for the Southern District of New York for
authority to employ PricewaterhouseCoopers LLC to provide
compliance, tax and financial planning, and other general tax
consulting services, nunc pro tunc to Jan. 1, 2006.

PwC was retained as an ordinary course professional of the Debtors
but because the firm's services will be expanded, PwC may exceed
the fee cap established for OCPs.

The Debtors' retention of PwC is evidenced by a Master Agreement
as supplemented by a Statements of Work.

PwC will provide tax consulting services to the Debtors:

   (a) Pursuant to the Sarbanes-Oxley Statement of Work, PwC will
       provide project assistance under the direction of company
       accounting executives, related to the Debtors' overall
       management certification testing and remediation plans
       under Section 404 of the Sarbanes-Oxley Act of 2002;

   (b) Pursuant to the Financial Planning Statement of Work, PwC
       will provide (i) tax planning services to the Debtors'
       senior executives, including assistance with income tax
       projections, modeling tax impact of provided benefits,
       modeling tax impact of life events, withholding tax
       analysis, and estimated tax payment sufficiency analysis
       and (ii) personal financial planning services to the
       Debtors' senior executives, including cash flow and debt
       management, stock option analysis, education funding
       planning, retirement funding planning, retirement
       distributions, investment strategies, estate tax
       minimization, and wealth distribution;

   (c) Pursuant to the Tax Compliance Statement of Work, PwC will
       provide tax compliance assistance in connection with the
       foreign affiliate tax reporting requirements included in
       the 2005 Delphi consolidated U.S. tax return, including  
       analysis and computations of U.S. earnings and profits and
       related creditable income tax pools, analysis of the U.S.
       tax implications of dividend distributions, and
       computation of intercompany transaction flow information
       for use in transfer pricing analysis;

   (d) Pursuant to the WNTS Advocacy Statement of Work, PwC will
       provide consulting and advocacy services with respect to
       tax policy, legislative, and Internal Revenue Service
       administrative matters, including analysis of emerging tax
       issues and discussions and analysis of forums of tax
       executives focused on international tax policy issues; and

   (e) Pursuant to the Consulting Statement of Work, PwC will
       provide miscellaneous general tax consulting services for
       projects not exceeding $20,000 per project, including
       consulting with PwC's U.S. and foreign offices and
       providing subscription and data services for accounting
       and other miscellaneous needs.

During the one-year period preceding the Petition Date, the
Debtors paid PwC $431,467 for services pursuant to the Master
Agreement and expenses incurred.

The Debtors will pay PwC professionals at these hourly rates:

   (a) For work performed under the Sarbanes-Oxley Statement of
       Work, PwC will receive compensation based on the number of
       hours of professional time provided:

       Partner                        $250 to $400
       Senior Manager                 $180 to $300
       Manager                        $120 to $200
       Senior Associate                $60 to $160
       Associate                       $50 to $130

   (b) For work performed under the Financial Planning Statement
       of Work, PwC will receive compensation in accordance with    
       the terms of the Master Agreement, total charges of $6,000
       per participant per annum except that the fee for the
       initial year of services will be $11,000 per participant.  
       The fee for certain specified individuals on the Debtors'
       strategy board would be $2,000 higher;

   (c) For work performed under the Tax Compliance Statement of
       Work, PwC will receive compensation based on the number of
       hours of professional time provided at a discounted hourly
       rate:

       Senior Associate                      $155
       Associate, Transfer Pricing           $125
       Associate                             $110

   (d) For work performed under the WNTS Advocacy Statement of
       Work, PwC will receive $60,000 per year, invoiced at
       $5,000 per month; and

   (e) For work performed under the Consulting Statement of Work,
       the Debtors will pay PwC their regular hourly rates.

Brian D. Decker, a member of the firm, assures the Court that PwC
is a "disinterested person" within the meaning of Sections
101(14) and 327(a) of the Bankruptcy Code.

                          About Delphi Corp

Based in Troy, Mich., Delphi Corporation --http://www.delphi.com/   
-- is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.  
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELPHI CORP: Provides Special Attrition Plan Acceptance Results
---------------------------------------------------------------
Delphi Corp. (Pink Sheets: DPHIQ) provided preliminary acceptance
results of the UAW-GM-Delphi Hourly Special Attrition plan.  Under
the provisions of the plan, 12,600 UAW-represented employees have
elected one of the retirement options available under the plan.  
Results are preliminary as employees who signed up within the last
7 days may still revoke their decision.

"We are pleased with the strong employee interest in the attrition
plan," Lindsey Williams, Corporate Affairs Manager, said "and
appreciate the leadership and cooperation of the UAW at all levels
in communicating the provisions of the plan.  Implementation of
this plan, along with the supplemental UAW-GM-Delphi hourly
attrition plan, are important steps in enabling Delphi to
transform its workforce to a competitive labor cost structure, by
accelerating necessary attrition and reducing employee concerns
over the impact of a negotiated consensual resolution."

"Pending court approval, we expect additional employees to select
options available through the Supplemental UAW-GM-Delphi Hourly
Special Attrition Program announced June 9, 2006, which allows for
buyouts and a pre-retirement program for employees with 26 years
or more of credited service," Ms. Williams further stated.

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


DELTA AIR: Wants Pilots' Pension Plan Terminated By September 2
---------------------------------------------------------------
Delta Air Lines, Inc., plans to ask the U.S. Bankruptcy Court for
the Southern District of New York to terminate its pilot pension
plan effective September 2, 2006, The Wall Street Journal reports.  
Delta will ask the Pension Benefit Guaranty Corporation to assume
the plan.

Delta's pilot pension plan previously allowed retiring pilots to
take 50% of the benefit in a lump sum and the other 50% in the
form of a monthly annuity.  Delta pilots have been blocked from
getting those lump sum payments since September 2005 due to a
liquidity shortfall of the plan.  By law, a plan may not pay lump
sums unless it has liquid assets worth at least three times the
previous year's payouts, according to The New York Times.

New York Times says that Delta is seeking to avert the events
last year, when 1,100 pilots took early retirement, stripping
more than $850,000,000 from lump sum payments out of the plan.

According to Mary Williams Walsh and Jeff Bailey at New York
Times, Delta is wary that the pension plan might be out of the
liquidity shortfall when Delta's actuary measures it on July 1.  
Absent termination, as many as 1,000 additional pilots may seek
early retirement this July, and seek hundreds of millions of
dollars in lump sum payments under the plan.

According to Delta, the pilot pension plan has $1,890,000,000 in
assets, which cover only 54% of its liabilities.

If the termination is approved, thousands of active and retired
Delta pilots' benefits will be slashed because the PBGC will not
cover all the benefits promised under the Delta plan.

"Given both Delta's and the Air Line Pilots Association's public
statements that the defined benefit pension plan for pilots
likely could not be saved, the decision is not unexpected," Delta
CEO Gerald Grinstein said in a letter to Sen. Johnny Isakson,
according to Chris Isidore at CNNMoney.com.  "Delta and ALPA
recognized in recent negotiations the potential impact on
pilots."

                     About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


DELTA AIR: Wants Exclusive Plan-Filing Period Extended to Nov. 8
----------------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York to
further extend their exclusive periods to:

  (i) file a Chapter 11 plan through November 8, 2006; and

(ii) solicit acceptances of the plan through January 8, 2007.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
relates that the Debtors seek an extension to avoid the necessity
of formulating a plan of reorganization prematurely, and to
ensure that their plan best addresses the interests of the
Debtors, and their employees, creditors and estates.

The proposed extension has the full support of the Official
Committee of Unsecured Creditors, Mr. Huebner informs Judge
Hardin.

Since the first 180-day extension of their exclusive periods, the
Debtors, according to Mr. Huebner, have been making substantial
progress in their Chapter 11 cases, including:

   -- the negotiation and ratification of amendments to their
      collective bargaining agreement with their pilots, with
      savings and revenue enhancement in excess of $300,000,000 a
      year;

   -- the negotiation of amendments to their credit facilities to
      reduce interest expense by more than $25,000,000 in 2006
      alone;

   -- the restructuring of 90% of their mainline aircraft fleet
      with savings of approximately $400,000,000 a year;

   -- rejections of 19 leases relating to six airports;

   -- continued negotiations with Comair, Inc.'s flight
      attendants; and

   -- the filing of over 4,300 pages of schedules of assets and
      liabilities and statements of financial affairs on May 31,
      2006.

Despite these achievements, additional work and progress are
necessary on many fronts to achieve the Debtors' goal to develop
and propose a reorganization plan that will receive support from
their various constituencies, Mr. Huebner relates.

According to Mr. Huebner, the extension is required to enable the
Debtors to, among other things:

  (a) address their pension plan obligations;

  (b) address retiree health and related benefit obligations
      pursuant to Section 1114 of the Bankruptcy Code;

  (c) refine their business model to deliver a more efficient
      cost structure and future revenue growth so that Delta can
      compete effectively within the global commercial passenger
      aviation industry;

  (d) further implement specific restructuring initiatives;

  (e) continue to make progress on their airport leases and
      related obligations, including, inter alia, negotiations
      and rejections;

  (f) address the situation at Comair, Inc., including the
      possible need for further Section 1113 relief;

  (g) begin the evaluation of the thousands of proofs of claim
      that the Debtors expect to be filed by the August 21, 2006
      bar date for filing claims;

  (h) evaluate capital markets and balance sheet alternatives in
      connection with the Debtors' emergence from Chapter 11;
      and

  (i) develop a plan of reorganization.

Mr. Huebner asserts that ample cause clearly exists to grant the
Debtors' request:

   -- the Debtors' cases are large and complex;

   -- the Debtors need more time to negotiate a consensual plan
      of reorganization and prepare adequate information;

   -- the Debtors have made good faith progress toward
      reorganization;

   -- the Debtors have been paying their postpetition debts when
      due;

   -- the Debtors have demonstrated reasonable prospects for
      filing a viable plan of reorganization;

   -- the Debtors have made progress in negotiating with their
      creditors;

   -- the Debtors' Chapter 11 cases have been pending for a
      relatively short period;

   -- the Debtors' motive in requesting the extensions is not to
      pressure their creditors;

   -- an extension will enable the Debtors to resolve certain
      contingencies that will affect a plan of reorganization;
      and

   -- the requested extension is consistent with those granted
      in other large Chapter 11 cases.

                 About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


DIRECTV HOLDINGS:  Fitch Affirms BB Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has affirmed the 'BB' Issuer Default Rating
and 'BB' senior unsecured debt rating of DIRECTV Holdings LLC.

Additionally Fitch affirmed the 'BB+' rating assigned to the
company's senior secured credit facility.  Fitch revised the
Rating Outlook to Positive from Stable.  

DIRECTV is a wholly owned subsidiary of DIRECTV Group, Inc.
Approximately $3.4 billion of debt as of March 31, 2006, is
affected by these actions.

The Positive Outlook reflects the company's strong credit
protection metrics relative to its rating category, which is
primarily attributable to the company's improved operating
profile.  Fitch acknowledges that DIRECTV's EBITDA and free cash
flow metrics have in part been positively affected by the slower
pace of gross additions.

During the first quarter of 2006 subscriber acquisition costs
adjusted to include capitalized subscriber acquisition costs
decreased approximately 18% relative to the first quarter of 2005
and represented 19.2% of revenues compared to 26.6% in the year
earlier period.  The lower gross additions stems from the
company's decision to:

   * focus on higher quality subscribers;

   * tighten its credit policy; and

   * restructure its independent dealer incentives to support the
     company's strategic focus on higher quality subscribers.

However, the company's operations have also been positively
influenced by the company's efforts to reduce churn, stabilize
subscriber acquisition costs, and grow average revenue per unit.

DIRECTV's shift in strategy from aggressive subscriber growth to
focus on subscriber quality and reduce churn is yielding the
expected results, as approximately 86% of the company's gross
additions during the first quarter of 2006 were higher quality
subscribers.  In Fitch's opinion the strategy should lower the
company's exposure to bad debt and higher churn while positioning
the company to grow ARPU and operating margins, as the higher
quality subscribers tend to take higher margin services.

Overall the ratings reflect the size and scale of DIRECTV's
operations as the second largest multichannel video programming
distributor in the U.S.  The ratings also incorporate DIRECTV's
lack of revenue diversity and narrow product offering relative to
its cable MSO (multiple system operator) competition.  From
Fitch's perspective the company is in a weak competitive position
to respond to the service-bundling strategy utilized by the cable
MSOs and eventually the telephone companies.

Fitch believes that the convergence of service offerings between
the cable MSOs and the telephone companies and the changes to the
competitive landscape will increase the business risks related to
DIRECTV's credit profile.  As competition for subscribers
increases, Fitch believes that the DBS (direct broadcast
satellite) operators' (including DIRECTV and Echostar
Communications Corporation) market share is most at risk.

Fitch would expect that DIRECTV may have to spend more SAC
(subscriber acquisition costs) to acquire subscribers and increase
retention costs to retain existing subscribers, resulting in
pressure on EBITDA margins and the company's ability to sustain
stable generation of free cash flow.

To position the company to effectively compete with the service
bundling approach used by the cable MSOs, DIRECTV is taking steps
to enhance its video offering and is developing a high-speed data
product strategy to bundle with its video service offering.
Efforts to enhance its video offering will focus on providing
differentiated and exclusive programming content, launching
interactive and video-on-demand services, and expanding its high
definition television capabilities, which in Fitch's opinion may
be difficult given DIRECTV's platform limitations.

The uncertainty surrounding the potential investment in a wireless
broadband product has in Fitch's view created somewhat of an
overhang on DIRECTV's credit profile.  Fitch believes that for
competitive purposes an investment in broadband is appropriate,
but that DIRECTV will mitigate the financial and technical risks
associated with a broadband investment by using multiple
investment partners.

The potential for continued shareholder-friendly actions also adds
risk to DIRECTV's credit profile.  On Feb. 7, 2006, DTVG's board
of directors authorized a $3 billion share repurchase program.
When the program was announced, the company indicated that it
would take about two years to complete with a large part funded
with existing cash on DTVG's balance sheet.  The company indicates
that as of June 1, 2006, including the two additional repurchases
from the GM pension trusts, DTVG has repurchased approximately
160.1 million shares for approximately $2.56 billion, which leaves
approximately $440 million of remaining capacity.  DTVG had
approximately $2.5 billion of cash and short-term investments on
its balance sheet including $1.2 billion of cash at DIRECTV as of
the end of the first quarter of 2006.

Given DIRECTV's weak competitive position, Fitch would hold the
company to tighter credit protection metrics for a given rating
level.  Factors that could lead to additional positive rating
actions include further development of the capital costs and
financing requirements associated with the company's potential
broadband investment.  Additionally the company will need to
demonstrate solid gross addition, churn, ARPU, and SAC cost
performance.

Likewise, a perceived erosion in the company's ability to compete
with cable MSOs and telephone companies as evidenced by an
accelerated rate of gross addition decline, increased churn, and
elevated SAC costs would likely lead to negative rating actions.
In addition, the adoption of an aggressive debt-financed share
repurchase program could also lead to negative rating actions.

The company's liquidity position is supported by a combination of
cash on hand, expected free cash flow, and available borrowing
capacity under its $500 million revolver contained within the
company's $2.5 billion senior secured credit facility.


EASY GARDENER: Hires Logan & Company as Claims & Noticing Agent
---------------------------------------------------------------
Easy Gardener Products, Ltd., and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to retain Logan & Company, Inc., as their claims and
noticing agent.

The Debtors told the Court that they have in excess of 3,500
potential creditors and parties-in-interest.  They want Logan &
Company to provide notice to these creditors and interested
parties.

Logan & Company is expected to:

   a) prepare and serve required notices in the Debtors' cases,
      including, without limitation:

        i) the Section 341(a) notice;

       ii) notice of the claims bar date;

      iii) notice of objections to claims;

       iv) notice of hearings on a disclosure statement and
           confirmation of a chapter 11 plan; and

        v) other miscellaneous notices to the entities, as the
           Debtors or the Court may deem necessary or appropriate
           for an orderly administration of these cases;

   b) file with the Clerk's Office a declaration of service within
      five business days after the mailing of a particular notice,
      including:

        i) a copy of the notice involved,

       ii) an alphabetical list of persons to whom the notice was
           served, and

      iii) the date and manner of service;

   c) maintain copies of all proofs of claim and proofs of
      interest filed;

   d) maintain official claims registers for each of the Debtors
      by docketing all proofs of claim and proofs of interest on
      claims registers including, among other things:

        i) the name and address of the claimant or interest holder
           and any agent if the proof of claim or proof of
           interest was filed by an agent;

       ii) the date received;

      iii) the claim number assigned;

       iv) the asserted amount and classification of the claim;
           and

        v) the applicable Debtor against which the claim or
           interest is filed;

   e) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   f) transmit to the Clerk's office a copy of the claims
      registers on a weekly basis, unless requested by the Clerk's
      office on a more or less frequent basis;

   g) maintain an up-to-date mailing list for all entities that
      have filed a proof of claim or proof of interest, which list
      will be available free of charge upon request of a party-in-
      interest on the Limited Service List or the Clerk's office
      and at the expense of any other party-in-interest upon the
      request of any party, and comply with all requests under for
      mailing labels duplicated from the mailing list;

   h) provide access to the public for examination of copies of
      the proofs of claim or interest without charge during
      regular business hours;

   i) record all tranfers of claims pursuant to Bankruptcy Rule
      3001(e) and provide notice to that transfers as required by
      Bankruptcy Rule 3001(e);

   j) comply with applicable federal, state, municipal and local
      statutes, ordinances, rules, regulations, orders and other
      requirements;

   k) comply with further conditions and requirements as the
      Clerk's office or the Court may at any time prescribe;

   l) tabulate acceptances or rejections to any plan of
      reorganization or liquidation filed by the Debtors;

   m) provide other claims processing, noticing, and related
      administrative services as may be required from a period of
      time by the Debtors;

   n) comply with further conditions and requirements as the
      Clerk's office or the Court may require; and

   o) act as the Debtors' balloting agent, which may include:

        i) printing of ballots;

       ii) preparing voting reports by plan class, creditor or
           shareholder and amount for review and approval by the
           client and its counsel;

      iii) coordinating the mailing of ballots, disclosure
           statement and plan of reorganization to all voting and
           non-voting parties and provide affidavit of service;
           and

       iv) receiving ballots at a post office box, inspecting
           ballots for conformity to voting procedures, date
           stamping and numbering ballots consecutively, and
           tabulating and certifying results.

Prior to the bankruptcy filing, the Debtors say, Logan & Company
received a $15,000 retainer.

Court documents do not disclose how much the Firm will be paid for
its services.

Kathleen Logan, the president of Logan & Company, assures the
Court that her firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                 About Easy Gardener Products

Headquartered in Waco, Texas, Easy Gardener Products, Ltd. --
http://www.easygardener.com/-- manufactures and markets a broad      
range of consumer lawn and garden products, including weed
preventative landscape fabrics, fertilizer spikes, decorative
landscape edging, shade cloth and root feeders, which are sold
under various recognized brand names including Easy Gardener,
Weedblock, Jobe's, Emerald Edge, and Ross.  The Company and four
of its affiliates filed for bankruptcy on April 19, 2006 (Bankr.
D. Del. Case Nos. 06-10393 to 06-10397).  James E. O'Neill, Esq.,
Laura Davis Jones, Esq., and Sandra G.M. Selzer, Esq., at
Pachulski Stang Ziehl Young Jones & Weintraub LLP represent the
Debtors in their restructuring efforts.  Young Conaway Stargatt &
Taylor, LLP, represents the Official Committee of Unsecured
Creditors.  When the Debtors filed for bankruptcy, they reported
assets amounting to $103,454,000 and debts totaling $107,516,000.


FALCONBRIDGE LTD: Offers C$2.30 Per Share to Acquire Novicourt
---------------------------------------------------------------
Falconbridge Limited disclosed that it will offer to acquire by
way of takeover bid all of the outstanding common shares of its
subsidiary Novicourt Inc. that it does not already own which
amounts to 7,620,207 shares, at a cash offer price of C$2.30 per
Novicourt share.

Falconbridge presently holds approximately 62.1% of the
outstanding common shares of Novicourt.  The offer is subject to
customary conditions, including the condition, which may not be
waived by Falconbridge, that not less than 50% of the Novicourt
shares that are the subject of the offer be tendered to the bid.

The offer is an insider bid under applicable securities laws.  
After Falconbridge advised the Novicourt Board of Directors on
March 15, 2006, of its intention to make an offer, a special
committee comprised of independent directors of Novicourt was
formed to evaluate the Falconbridge proposal and supervise the
preparation of a formal valuation of Novicourt.  Upon receipt of
the Special Committee's recommendation and the formal valuation
and fairness opinion of Orion Securities Inc., the members of the
Board of Directors of Novicourt who are not related to
Falconbridge voted unanimously to recommend that Novicourt
shareholders tender their shares to the Falconbridge offer.

The Special Committee's review states that the Falconbridge offer
is fair, from a financial point of view, to the Novicourt minority
shareholders.  The take-over bid circular is expected to be mailed
to Novicourt's shareholders by June 30, 2006.

On successful completion of the bid, Falconbridge, if necessary,
intends to initiate a second-step acquisition transaction for the
remaining shares of Novicourt in order that Novicourt continue as
a wholly-owned private company subsidiary of Falconbridge.

                     About Falconbridge

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

                         *    *    *

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


FALCONBRIDGE LTD: US DOJ Completes Review of Xstrata's Offer
------------------------------------------------------------
The US Department of Justice confirmed that it has completed its
review of Xstrata's proposed acquisition of Falconbridge Limited
and has not identified any competition issues under the
Hart-Scott-Rodino Act.

The DOJ allowed the Hart-Scott-Rodino waiting period to expire
without taking action or seeking any type of remedy.  Xstrata is
free to proceed with its offer with no further US anti-trust
review.

However, European and Canadian competition authorities have yet
to approve Xstrata's proposal, which is due on July 13, 2006,
for the European Union, Reuters reports.

Claire Divver, Xstrata's spokeswoman, told Reuters that the
company expects the Canadian authorities to give their decision
before the offering deadline on July 7, 2006.

"We don't expect any antitrust issues at all, which encompasses
the U.S. Department of Justice, the EU and Canada," Ms. Divver
told Reuters.

According to Reuters, Inco has petitioned to the Canadian
industry minister in an effort to delay the review on Xstrata,
which is due on July 12, 2006, before the EU can make a
decision.

Reuters relates that a Canadian parliamentary industry committee
has requested the minister to close the review on Xstarta's
proposal after all international regulatory bodies have made
their ruling on the Inco-Falconbridge proposal.

                        About Xstrata

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

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

                      About Falconbridge

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

                         *    *    *

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


FALCONBRIDGE LTD: Merges with Inco Limited & Phelps Dodge
---------------------------------------------------------
Phelps Dodge Corporation, Inco Limited and Falconbridge Limited
agreed to combine in a $56 billion transaction to create a North
American-based mining company that is one of the world's largest.  
The new company will be named Phelps Dodge Inco Corporation.

Phelps Dodge Inco will be the world's leading nickel producer, the
world's largest publicly traded copper producer and a leading
producer of molybdenum and cobalt, and it will have a world-class
portfolio of growth projects and exciting exploration
opportunities.  For the quarter ended March 31, 2006, the three
companies had combined revenues of $6.3 billion and EBITDA of
$1.9 billion.

The corporate office and the new company's copper division will be
headquartered in Phoenix.  Inco Nickel, the new company's nickel
division, will be headquartered in Toronto.

The Phelps Dodge board of directors also reported, as part of the
transaction, a share repurchase program of up to US$5 billion to
be commenced after closing.

Phelps Dodge Inco will have operations in more than 40 countries
and will employ approximately 40,000 people globally.  Phelps
Dodge Inco will be listed on the New York Stock Exchange and will
apply for a listing on the Toronto Stock Exchange.  As a result of
the three-way combination, Phelps Dodge Inco will have a
significantly increased weighting in the S&P 500 Index.

"This transaction represents a unique opportunity in a rapidly
consolidating industry to create a global leader based in North
America-home of the world's deepest and most liquid capital
markets," J. Steven Whisler, chairman and chief executive officer
of Phelps Dodge Corporation, said.  "The combined company has one
of the industry's most exciting portfolios of development
projects, and the scale and management expertise to pursue their
development successfully.  The creation of this new company gives
us the scale and diversification to manage cyclicality, stabilize
earnings and increase shareholder returns.  At the same time, we
are committed to maintaining an investment-grade credit rating
throughout the business cycle."

"This combination allows Inco's shareholders, in addition to
receiving a substantial premium for their stock, to share in the
significant synergies both from our agreed merger with
Falconbridge and from the combination with Phelps Dodge, and it
creates an opportunity for all three groups of shareholders to
participate in an exciting, new, diversified industry leader,"
Scott M. Hand, chairman and chief executive officer of Inco, said.  
"We believe the Phelps Dodge transaction delivers an excellent
value proposition for our shareholders.  The new Phelps Dodge Inco
also will maintain a very strong commitment to and presence in
Canada."

"This is an industry-redefining transaction," Derek Pannell, chief
executive officer of Falconbridge, said.  "Phelps Dodge Inco will
have the scale, diversification, market leadership, reserve
position, growth profile and balance sheet necessary to create
tremendous value for shareholders.  It represents a significant
premium to Falconbridge shareholders, with ongoing participation
in the upside of the three-way combination.  We believe this
transaction represents a most compelling opportunity for all
Falconbridge shareholders."

                    Terms of the Transaction

Under the terms of the transaction, Phelps Dodge will acquire all
of the outstanding common shares of Inco for a combination of cash
and common shares of Phelps Dodge having a value of CDN$80.13 per
Inco share, based upon the closing price of Phelps Dodge stock and
the closing US/Canadian dollar exchange rate on Friday, June 23,
2006.  Each shareholder of Inco would receive 0.672 shares of
Phelps Dodge stock plus CDN$17.50 per share in cash for each share
of Inco stock.  This represents a premium of 23% to Inco's market
price as of close of trading on June 23 and a 19% premium to the
value of the existing Teck Cominco Limited unsolicited offer for
Inco.

Simultaneous with its entry into the combination agreement with
Phelps Dodge, Inco has entered into an agreement with Falconbridge
to increase its previously recommended offer for Falconbridge.  
Under the terms of this enhanced offer, Inco has increased the
cash component of the offer from CDN$12.50 to CDN$17.50 and the
exchange ratio from 0.524 shares of Inco for each share of
Falconbridge to 0.55676 shares of Inco for each share of
Falconbridge.  The board of Falconbridge has unanimously agreed to
recommend this revised offer and also approved an amendment of the
Support Agreement with Inco to reflect the revised price.

Based upon the value of the consideration offered by Phelps Dodge
for Inco of CDN$80.13 per share, the implied value of the revised
agreed offer for Falconbridge including the increased cash
component is CDN$62.11 per share, representing a 12% premium to
Falconbridge's closing price on June 23, and an 18% premium to the
existing Xstrata plc unsolicited offer for Falconbridge.

At Phelps Dodge's June 23 closing price of $82.95, the total
enterprise value of the acquisition by Phelps Dodge of the
combined Inco and Falconbridge is approximately $40 billion.

The acquisition of Falconbridge by Inco is subject to regulatory
approvals and other customary closing conditions, and Inco's
tender offer is expected to close in July.  Inco anticipates
conducting a second-stage transaction to acquire the remaining
Falconbridge shares, which is expected to close in August.  Upon
the closing of the Phelps Dodge-Inco combination, shareholders of
Falconbridge who have been issued Inco common shares in the Inco-
Falconbridge transaction will be entitled to receive for those
shares the same package of cash and Phelps Dodge shares as will
other Inco shareholders.

Phelps Dodge strongly supports Inco's agreed offer for
Falconbridge and has entered into a definitive agreement under
which it will purchase up to US$3 billion of convertible
subordinated notes issued by Inco to provide Inco with substantial
additional liquidity at the time of its purchase of Falconbridge
common shares and to satisfy related dissent rights, as needed.  
The convertible subordinated notes will only be funded in the
event the Inco/Falconbridge combination is consummated.  The
instrument will be redeemable for cash at any time by Inco after
the merger with Falconbridge and may be converted at any time
beginning six months after issuance by Phelps Dodge at a
conversion rate equal to 95% of the market value of Inco's common
shares plus accrued interest of the security at the time of
conversion.  The instrument will bear an 8% PIK coupon.  The
issuance of the convertible subordinated notes will be subject to
regulatory approval.

Phelps Dodge intends to complete its share repurchase program
within the 12 months after closing of the Inco transaction in an
amount equal to $5 billion, less the amount of any convertible
subordinated notes purchased by Phelps Dodge.

The transaction between Phelps Dodge and Inco is not conditioned
upon the completion of the Inco and Falconbridge combination.  
Thus, in the event the Inco-Falconbridge merger is not completed,
Inco shareholders will receive the same 0.672 shares of Phelps
Dodge and CDN$17.50 per share in cash that they would have
received in the proposed three-way combination.  Should Inco not
complete the Falconbridge transaction, the Phelps Dodge board of
directors intends to execute the full $5 billion share repurchase
program within 12 months of closing a transaction with Inco.

Inco has agreed to pay a break-up fee to Phelps Dodge under
certain circumstances of $475 million on a stand-alone basis and
$925 million in conjunction with its combination with
Falconbridge.  Inco has also given Phelps Dodge certain other
customary rights, including a right to match competing offers.  
Phelps Dodge has agreed to pay Inco a $500 million break-up fee
under certain circumstances.

Phelps Dodge has received financing commitments from Citigroup and
HSBC that may be drawn upon to fund the contemplated transactions
and the up to $5 billion share repurchase program.

Inco has received additional financing commitments from Morgan
Stanley, Goldman, Sachs & Co., Royal Bank of Canada, and Bank of
Nova Scotia in support of the increased cash component of its
revised agreed offer for Falconbridge.

After completion of the transaction, current Phelps Dodge
shareholders would own approximately 40% of Phelps Dodge Inco,
current Inco shareholders would own approximately 31%, and current
Falconbridge holders would own approximately 29%.  The
transaction, which is subject to Phelps Dodge and Inco shareholder
approval, regulatory approvals and customary closing conditions,
is expected to close in September 2006.

                       Expected Synergies

The combination of Phelps Dodge, Inco and Falconbridge is expected
to result in total annual synergies of approximately $900 million
by 2008.  This includes $550 million in total expected annual
synergies from the combination of Inco and Falconbridge.

The net present value of total synergies, at a 7% discount rate,
is approximately $5.8 billion after-tax.

The combination brings together three companies with unique,
complementary skill sets.  The synergies previously identified by
Inco and Falconbridge will be generated in part by joint operation
of facilities in the Sudbury Basin, where there are contiguous,
interwoven mines and processing facilities.  Consolidation of the
district allows feed flow changes that result in production
increases and cost reductions.  Also, consolidation of management
allows for the sharing of best practices.

The inclusion of Phelps Dodge enhances these synergies.  Its
three-year-old North American One Mine processes are an excellent
blueprint for the consolidation of the Sudbury district.  In
addition, Phelps Dodge brings a focus on technology that can be
applied to improve process recoveries and throughput in Sudbury
and elsewhere.  Also, the larger company will realize savings in
procurement and supply-chain management because of its much larger
size.

Based on these synergies, the combination is expected to be
immediately accretive to cash flow and accretive to earnings per
share in 2008, excluding integration and transaction costs.

The new, larger company will benefit from a strengthened financial
position to take advantage of future growth opportunities.  This
increased financial strength, coupled with its combined assets and
expertise, will enable it to pursue current and future development
projects more effectively.

             Management Team and Board of Directors

J. Steven Whisler, chairman and chief executive officer of Phelps
Dodge, will be chairman and chief executive officer of the new
company.  Scott M. Hand, chairman and chief executive officer of
Inco, will become vice chairman of Phelps Dodge Inco.  Derek
Pannell, chief executive officer of Falconbridge, will become
president: Inco Nickel and will head the new company's nickel,
zinc and aluminum operations.  Timothy R. Snider, president and
chief operating officer of Phelps Dodge, will hold the same
position in the new company.  Ramiro G. Peru, executive vice
president and chief financial officer of Phelps Dodge, will be the
chief financial officer of the new company.  Mr. Whisler, Mr.
Snider and Mr. Peru will be based in Phoenix.  Mr. Hand and Mr.
Pannell will be based in Toronto.

The board of directors of the new company will be composed of 15
members, 11 from the board of Phelps Dodge and four from the
boards of Inco and Falconbridge.

                      Advisors and Counsel

Phelps Dodge is being advised by Citigroup Corporate and
Investment Banking and by HSBC Securities.  Phelps Dodge's counsel
are Debevoise & Plimpton LLP and Heenan Blaikie LLP.  Inco is
being advised by Morgan Stanley, RBC Capital Markets and Goldman
Sachs.  Inco's counsel are Sullivan & Cromwell and Osler Hoskin &
Hartcourt LLP.  Falconbridge is being advised by CIBC World
Markets.  Falconbridge's counsel are McCarthy Tetrault LLP and
Fried Frank Harris Shriver & Jacobson LLP.

                       About Phelps Dodge

Phelps Dodge Corp. -- http://www.phelpsdodge.com/-- produces
copper and molybdenum and is the largest producer of molybdenum-
based chemicals and continuous-cast copper rod.  The company and
its two divisions, Phelps Dodge Mining Co. and Phelps Dodge
Industries, employ approximately 15,000 people worldwide.

                           About Inco

Headquartered in Sudbury, Ontario, Inco Limited (TSX, NYSE:N) --
http://www.inco.com/-- is the world's #2 producer of nickel,
which is used primarily for manufacturing stainless steel and
batteries.  Inco also mines and processes copper, gold, cobalt,
and platinum group metals.  It makes nickel battery materials
and nickel foams, flakes, and powders for use in catalysts,
electronics, and paints.  Sulphuric acid and liquid sulphur
dioxide are produced as byproducts.  The company's primary
mining and processing operations are in Canada, Indonesia, and
the UK.

                     About Falconbridge

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

                        *    *    *

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


FLYI INC: Court Gives Nod on Rejection of Two MCI WorldCom Pacts
----------------------------------------------------------------
FLYi, Inc., and its debtor-affiliates obtained permission from the
U.S. Bankruptcy Court for the District of Delaware to reject the
Main Service Agreement and the Facility Use Agreement with MCI
WorldCom Communications, pursuant to Section 365 of the Bankruptcy
Code.  Any entity holding a claim arising from the rejection of
the Agreements are required to file a proof of claim on or before
July 30, 2006.

M. Blake Cleary, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that the Debtors and MCI WorldCom
are parties to:

   (1) a Main Service Agreement dated December 16, 2003, pursuant
       to which MCI agreed to provide the Debtors with local and
       international phone and Internet services; and

   (2) a Facility Use Agreement dated April 12, 2004, where MCI
       agreed to build-out and install communications equipment
       at certain of the Debtors' operating locations.

According to Mr. Cleary, as a result of the discontinuation of
the Debtors' flight operations and the related winding down of
their affairs, the Rejected Contracts have become unnecessary to
the Debtors' estates.  The Debtors believe that the MCI Contracts
have no value to their estates and thus, are appropriate for
rejection to relieve an undue burden on their part.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.  (FLYi Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


FLYI INC: Has Until September 29 to Remove Civil Actions
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended,
until September 29, 2006, the period within which FLYi, Inc., and
its debtor-affiliates may file notices with respect to pending
prepetition civil actions.

The Debtors are party to certain prepetition actions.  The
Debtors seek an extension to protect their right to remove those
prepetition civil actions for which they believe removal may be
appropriate.

According to M. Blake Cleary, Esq., at Young, Conaway, Stargatt &
Taylor LLP, in Wilmington, Delaware, the extension will provide
the Debtors an opportunity to make informed decisions concerning
the removal of the causes of action, and will assure the Debtors
that they do not forfeit any of their rights under Section 1452
of the Judicial and Judiciary Code.

Mr. Cleary assures the Court that the extension will not
prejudice the rights of other parties to the causes of action.  
In the event of removal, any party to a removed action may seek
to have the action remanded pursuant to Section 1452.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.  (FLYi Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


GENERAL MOTORS: Does Not See Full Recovery of $951M Claim v Delphi
------------------------------------------------------------------
General Motors Corporation discloses Delphi Corporation's various
financial obligations to the company in a regulatory filing with
the Securities and Exchange Commission.  Those obligations include
a $951,000,000 owed by Delphi relating to former GM employees who
worked at Delphi and were later transferred back to GM as job
openings became available to them.

GM says it may receive only a portion of the $951,000,000
receivable because the amount may be subject to compromise in
Delphi's bankruptcy proceeding.  GM will seek to minimize this
risk by protecting its right to set-off against the $1,150,000,000
it owed to Delphi as of Delphi's bankruptcy petition date.

In connection with GM's spin-off of Delphi, GM entered into
separate agreements with the UAW, the International Union of
Electrical Workers, and the United Steel Workers.  Under these
benefit agreements, GM provided contingent benefit guarantees to
make payments for limited pension and OPEB expenses to certain
former GM U.S. hourly employees who transferred to Delphi as part
of the spin-off and meet the eligibility requirement for those
payments.

GM notes that Delphi's Chapter 11 filing does not itself trigger
any of the benefit guarantees.  The benefit guarantees will expire
on October 18, 2007, if not previously triggered by Delphi's
failure to pay.  If a benefit guarantee is triggered before its
expiration date, GM's obligation could extend for the lives of
affected covered employees.

GM also discloses that it has incurred a contingent liability of
$5.5 billion to $12 billion due to Delphi's Chapter 11 cases.  GM
has established a $5.5 billion reserve for the amount.  According
to GM, these views reflect its current assessment that it is
unlikely a Chapter 11 process will result in both a termination of
Delphi's pension plan and complete elimination of its OPEB plans.

For the year 2005, GM recorded a net loss of $10,567,000,000.

                       About Delphi Corp

Based in Troy, Mich., Delphi Corporation --http://www.delphi.com/   
-- is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.  
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 215/945-7000)

                      About General Motors

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

                         *     *     *

As reported in the Troubled Company Reporter on June 22, 2006,
Fitch assigned a rating of 'BB' and a Recovery Rating (RR) of
'RR1' to General Motor's (GM) new $4.48 billion senior secured
bank facility.  The 'RR1' (recovery of 90%-100%) is based on the
collateral package and other protections that are expected to
provide full recovery in the event of a bankruptcy filing.

As reported in the Troubled Company Reporter on June 21, 2006,
Moody's Investors Service assigned a B2 rating to the secured
tranches of the amended and extended secured credit facility of up
to $4.5 billion being proposed by General Motors Corporation,
affirmed the company's B3 corporate family and SGL-3 speculative
grade liquidity ratings, and lowered its senior unsecured rating
to Caa1 from B3.  The rating outlook is negative.

As reported in the Troubled Company Reporter on June 21, 2006,
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating to General Motors Corp.'s proposed $4.48 billion senior
bank facility, expiring 2011, with a recovery rating of '1'.

At the same time, Standard & Poor's lowered its senior unsecured
debt rating on GM to 'B-' from 'B'.  The downgrade of the
unsecured debt stems from the pending secured bank transaction,
which disadvantages the unsecured debt.  All ratings on GM,
including the 'B+' bank loan rating -- but excluding the '1'
recovery rating -- are on CreditWatch with negative implications.


GENERAL MOTORS: Hourly Employees Participate in Attrition Program
-----------------------------------------------------------------
General Motors Corp. took another important step in the turnaround
of its North American operations, reporting that 35,000 hourly
employees (33,800 UAW-represented and 1,200 IUE-CWA-represented)
have agreed to participate in the accelerated attrition program.

Coupled with the hourly workforce reduction of 6,500 in 2005 and
estimated replacements, including Delphi flowbacks, GM expects to
reach its target of reducing 30,000 manufacturing jobs by Jan. 1,
2007, about two years ahead of the previously reported schedule.

"Over the past several months, we have accomplished a great deal
in our strategy to reshape GM into a company that is more nimble,
more global and built for long-term success," GM Chairman and
Chief Executive Officer Rick Wagoner said.  "These moves have
given us a fast start toward achieving our stated objective of
reducing GM's global structural cost from approximately 34% of
revenue in 2005, to 25% of revenue by 2010, and setting us up to
be successful for years to come."

In the last year, GM has been aggressively implementing its North
American turnaround plan.  Some of the major actions taken
include:

   * the health-care agreement with the UAW and the IUE-CWA;

   * the manufacturing capacity plan;

   * changes to U.S. salaried health-care and pension plans;

   * a complete overhaul of GM's marketing strategy; and

   * accelerated launches of key new product entries and
     technologies.

As reported in the Troubled Company Reporter on June 19, 2006, the
accelerated attrition program was reported in March and offered to
109,000 UAW-represented hourly employees and 3,800 IUE-CWA-
represented employees at GM's manufacturing operations in the
United States.  The program ended at midnight June 23.  Employees
who signed up that day have seven days after signing up (no later
than midnight June 30) to opt out of their retirement or buyout.

Based on preliminary numbers, 4,600 of the participating employees
accepted buyouts and 30,400 chose to retire.  It is expected that
most will retire or leave the company by the end of the year.  
These numbers do not include Delphi employees who are
participating in similar attrition programs.

In addition, the JOBS Bank will be substantially reduced as
employees from the Bank retire, take a buy-out or fill openings
created by the attrition program.  These moves will be coordinated
by GM and the UAW, working through national and local agreements.

As a result of the success of the accelerated attrition program,
GM is again increasing its targeted reduction in structural costs
in North America to at least $8 billion from $7 billion on an
annual running rate basis by the end of 2006.

Approximately $5 billion in savings is expected to be realized in
2006.  The additional cost reduction of at least $1 billion,
largely cash savings, will bring expected total annual cash
savings from structural cost reductions to $5 billion.

Structural costs, such as the cost of unionized employees, are
those operating costs that do not vary with production and include
all costs other than material, freight, and policy and warranty
costs.

GM expects to take a net after-tax charge currently estimated in
the range of $3.8 billion related to the attrition program,
primarily for payments to employees and for the effect of the
re-measurement of both GM's U.S. pension liabilities and other
post-employment benefits (OPEB) liabilities.  This charge includes
a revision of the accrual taken in the fourth quarter of 2005 for
the North American plant capacity actions.

The amount of this charge is subject to further review based on
such factors as the demographics of the employees accepting the
retirement offer.  Most of the above-noted charge will be included
in second-quarter financial results.  GM will provide final
estimates and additional financial details when it releases second
quarter results next month.

The attrition program also represents another step in reaching a
consensual agreement with Delphi, the UAW and the IUE-CWA in
connection with the Delphi restructuring.

Mr. Wagoner recognized UAW leadership's role in the success of
this attrition program.  "We appreciate the UAW's steady support
in working with us as we make the necessary moves to restructure
GM North America for long-term success," he said.

Mr. Wagoner also thanked the IUE-CWA and GM's other unions for
their support.  He noted: "By working together with our unions, we
can come to solutions to challenging issues that are fair to both
our employees and other important constituents."

He also recognized GM employees' role in the turnaround efforts.

"Consideration of the attrition program was an important decision
for every worker and his or her family," Mr. Wagoner said.  "For
those employees who chose to retire from or leave the company, I
want to thank them for their contributions over the years.  For
those who decided to stay, I look forward to their continued
commitment to building great cars and trucks."

Detailed plans are in place to ensure a smooth transition in GM
manufacturing plants.  Employees who chose to leave the company
will retire or leave no later than Jan. 1, 2007.  GM will use
temporary employees as necessary while permanent replacements are
put in place.  All temporary, relocated, and Delphi flow-back
workers will receive extensive training to maintain GM's safety
leadership and strong quality performance.

                      About General Motors

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

                          *     *     *

As reported in the Troubled Company Reporter on June 22, 2006,
Fitch has assigned a rating of 'BB' and a Recovery Rating (RR) of
'RR1' to General Motor's new $4.48 billion senior secured
bank facility.  The 'RR1' (recovery of 90%-100%) is based on the
collateral package and other protections that are expected to
provide full recovery in the event of a bankruptcy filing.

As reported in the Troubled Company Reporter on June 21, 2006,
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating to General Motors Corp.'s proposed $4.48 billion senior
bank facility, expiring 2011, with a recovery rating of '1'.

Moody's Investors Service assigned a B2 rating to the secured
tranches of the amended and extended secured credit facility of up
to $4.5 billion being proposed by General Motors Corporation,
affirmed the company's B3 corporate family and SGL-3 speculative
grade liquidity ratings, and lowered its senior unsecured rating
to Caa1 from B3.  The rating outlook is negative.


GREAT LAKES: Aldabra Merger Prompts S&P's Positive Watch
--------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'CCC+' corporate credit rating, on Great Lakes Dredge & Dock
Corp. on CreditWatch with positive implications.  

The Oak Brook, Illinois-based dredging service provider had total
debt of approximately $253 million as of March 31, 2006.

The CreditWatch placement follows the company's announcement that
its parent company has signed a merger agreement with Aldabra
Acquisition Corporation, a special purpose acquisition company
whose stock trades over the counter.  Aldabra will exchange
approximately $160 million of its common stock (subject to certain
working capital and debt adjustments) for each share of Great
Lakes' capital stock issued and outstanding.

Following completion of the merger, the surviving entity will be
named Great Lakes Dredge & Dock Corporation, and will have its
stock traded on the Nasdaq National Market.  Great Lakes' current
equity sponsor, Madison Dearborn Partners LLC, will own roughly
67% of the combined entity, with Aldabra stockholders owning 28%,
and Great Lakes management owning 5%.  The merger is expected to
be completed in the fall of 2006.


HOST HOTELS: S&P Upgrades Corporate Credit Rating to BB from BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating for Host Hotels & Resorts Inc. to 'BB' from 'BB-' and
raised its other ratings.  All the ratings were removed from
CreditWatch where they were placed on April 26, 2006, with
positive implications.  The outlook is stable.

"The upgrade reflects projected operating improvements in Host's
hotel portfolio largely due to continued strength in the lodging
operating environment, which is expected to remain good through at
least mid-2007," said Standard & Poor's credit analyst Emile
Courtney.  "We expect improvements in Host's credit protection
measures over the near term to levels consistent with the higher
ratings."

In its March 2006 quarterly earnings release, Host raised its
comparable hotel 2006 revenue per available rooms guidance to 8%-
10% and its 2006 GAAP operating margin guidance to an increase of
210 to 270 basis points.  The expectation for an extended period
of strength in the lodging environment and improving credit
measures complements Host's recent acquisition of an expected
total of 35 hotels from Starwood Hotels & Resorts Worldwide Inc.
(BB+/Positive/--), which was financed with a meaningful amount of
equity.

Notably, Standard & Poor's expects that future acquisitions by
Host will be funded in a manner consistent with the new ratings.

"We have a favorable expectation for lodging industry performance
at least through mid-2007," Mr. Courtney said.  "Ratings downside
could result from a high level of debt-financed acquisitions.
While less likely at this time, a material and sustained
improvement in credit measures beyond current expectations could
lead to higher ratings."


HOT HOUSE: Suspends June Cash Distributions to Unitholders
----------------------------------------------------------
Hot House Growers Income Fund (TSX: VEG.UN) will suspend cash
distributions to unitholders effective with the June distribution.
Public unitholders previously received a monthly distribution of
$0.03 per Unit per month.  The previous owners of Hot House
Growers Inc., representing the Fund's subordinated retained
interest, have received no distributions.

"In light of first quarter results and the significant corporate
restructuring transaction and financing transaction we are working
on, the board of trustees felt it prudent to suspend distributions
until further notice," Stephen Fane, President and CEO of HHGI,
said.  

"The transaction is designed to help strengthen our business going
forward.  If successful, we believe this initiative will be in the
long-term interests of our unitholders, as it is consistent with
our previously stated strategic objectives of attaining critical
mass, industry consolidation and year-round supply.  Negotiations
are in the final stages, and we will provide more detail on the
outcome as soon as possible."

                           Financials

In its first quarter financial statements, Hot House Growers
Income Fund reported a C$271,000 net loss on C$2,804,000 of
revenues for the three months ended March 31, 2006, compared to
C$167,000 net income on C$4,729,000 of revenues during the same
period in 2005.

At March 31, 2006, the Fund's balance sheet showed C$115,330,000
in total assets, C$65,166,000 in total liabilities, C$9,299,000 in
non-controlling interest, and C$40,865,000 in unitholders' equity.

For the three months ended March 31, 2006, the Fund generated
negative distributable cash of $1.9 million ($0.26 per unit), and
paid out $0.09 per Unit.  The first quarter is the Fund's
seasonally slowest period, with harvests and sales of the year's
crop beginning in the latter half of the quarter.

                           About HHGI

Hot House Growers Inc. operates seven state-of-the-art greenhouse
facilities in the Fraser Valley region of southwestern British
Columbia.  With 541,599 m2 (136 acres) under glass, the company is
a leading producer of specialty tomatoes, cucumbers and sweet bell
peppers for grocery retailers in Canada and the United States.

                         About the Fund

Hot House Growers Income Fund owns 75% of Hot House Growers Inc.,
one of North America's largest producers of premium-quality
greenhouse vegetables.  An unincorporated, open-ended limited
purpose trust, the Fund was launched in December 2003.


INCO LTD: Merges with Faconbridge & Phelps Dodge in $56 Bil. Deal
-----------------------------------------------------------------
Phelps Dodge Corporation, Inco Limited and Falconbridge Limited
agreed to combine in a $56 billion transaction to create a North
American-based mining company that is one of the world's largest.  
The new company will be named Phelps Dodge Inco Corporation.

Phelps Dodge Inco will be the world's leading nickel producer, the
world's largest publicly traded copper producer and a leading
producer of molybdenum and cobalt, and it will have a world-class
portfolio of growth projects and exciting exploration
opportunities.  For the quarter ended March 31, 2006, the three
companies had combined revenues of $6.3 billion and EBITDA of
$1.9 billion.

The corporate office and the new company's copper division will be
headquartered in Phoenix.  Inco Nickel, the new company's nickel
division, will be headquartered in Toronto.

The Phelps Dodge board of directors also reported, as part of the
transaction, a share repurchase program of up to $5 billion to be
commenced after closing.

Phelps Dodge Inco will have operations in more than 40 countries
and will employ approximately 40,000 people globally.  Phelps
Dodge Inco will be listed on the New York Stock Exchange and will
apply for a listing on the Toronto Stock Exchange.  As a result of
the three-way combination, Phelps Dodge Inco will have a
significantly increased weighting in the S&P 500 Index.

"This transaction represents a unique opportunity in a rapidly
consolidating industry to create a global leader based in North
America-home of the world's deepest and most liquid capital
markets," J. Steven Whisler, chairman and chief executive officer
of Phelps Dodge Corporation, said.  "The combined company has one
of the industry's most exciting portfolios of development
projects, and the scale and management expertise to pursue their
development successfully.  The creation of this new company gives
us the scale and diversification to manage cyclicality, stabilize
earnings and increase shareholder returns.  At the same time, we
are committed to maintaining an investment-grade credit rating
throughout the business cycle."

"This combination allows Inco's shareholders, in addition to
receiving a substantial premium for their stock, to share in the
significant synergies both from our agreed merger with
Falconbridge and from the combination with Phelps Dodge, and it
creates an opportunity for all three groups of shareholders to
participate in an exciting, new, diversified industry leader,"
Scott M. Hand, chairman and chief executive officer of Inco, said.  
"We believe the Phelps Dodge transaction delivers an excellent
value proposition for our shareholders.  The new Phelps Dodge Inco
also will maintain a very strong commitment to and presence in
Canada."

"This is an industry-redefining transaction," Derek Pannell, chief
executive officer of Falconbridge, said.  "Phelps Dodge Inco will
have the scale, diversification, market leadership, reserve
position, growth profile and balance sheet necessary to create
tremendous value for shareholders.  It represents a significant
premium to Falconbridge shareholders, with ongoing participation
in the upside of the three-way combination.  We believe this
transaction represents a most compelling opportunity for all
Falconbridge shareholders."

                    Terms of the Transaction

Under the terms of the transaction, Phelps Dodge will acquire all
of the outstanding common shares of Inco for a combination of cash
and common shares of Phelps Dodge having a value of CDN$80.13 per
Inco share, based upon the closing price of Phelps Dodge stock and
the closing US/Canadian dollar exchange rate on Friday, June 23,
2006.  Each shareholder of Inco would receive 0.672 shares of
Phelps Dodge stock plus CDN$17.50 per share in cash for each share
of Inco stock.  This represents a premium of 23% to Inco's market
price as of close of trading on June 23 and a 19% premium to the
value of the existing Teck Cominco Limited unsolicited offer for
Inco.

Simultaneous with its entry into the combination agreement with
Phelps Dodge, Inco has entered into an agreement with Falconbridge
to increase its previously recommended offer for Falconbridge.  
Under the terms of this enhanced offer, Inco has increased the
cash component of the offer from CDN$12.50 to CDN$17.50 and the
exchange ratio from 0.524 shares of Inco for each share of
Falconbridge to 0.55676 shares of Inco for each share of
Falconbridge.  The board of Falconbridge has unanimously agreed to
recommend this revised offer and also approved an amendment of the
Support Agreement with Inco to reflect the revised price.

Based upon the value of the consideration offered by Phelps Dodge
for Inco of CDN$80.13 per share, the implied value of the revised
agreed offer for Falconbridge including the increased cash
component is CDN$62.11 per share, representing a 12% premium to
Falconbridge's closing price on June 23, and an 18% premium to the
existing Xstrata plc unsolicited offer for Falconbridge.

At Phelps Dodge's June 23 closing price of $82.95, the total
enterprise value of the acquisition by Phelps Dodge of the
combined Inco and Falconbridge is approximately $40 billion.

The acquisition of Falconbridge by Inco is subject to regulatory
approvals and other customary closing conditions, and Inco's
tender offer is expected to close in July.  Inco anticipates
conducting a second-stage transaction to acquire the remaining
Falconbridge shares, which is expected to close in August.  Upon
the closing of the Phelps Dodge-Inco combination, shareholders of
Falconbridge who have been issued Inco common shares in the Inco-
Falconbridge transaction will be entitled to receive for those
shares the same package of cash and Phelps Dodge shares as will
other Inco shareholders.

Phelps Dodge strongly supports Inco's agreed offer for
Falconbridge and has entered into a definitive agreement under
which it will purchase up to US$3 billion of convertible
subordinated notes issued by Inco to provide Inco with substantial
additional liquidity at the time of its purchase of Falconbridge
common shares and to satisfy related dissent rights, as needed.  
The convertible subordinated notes will only be funded in the
event the Inco/Falconbridge combination is consummated.  The
instrument will be redeemable for cash at any time by Inco after
the merger with Falconbridge and may be converted at any time
beginning six months after issuance by Phelps Dodge at a
conversion rate equal to 95% of the market value of Inco's common
shares plus accrued interest of the security at the time of
conversion.  The instrument will bear an 8% PIK coupon.  The
issuance of the convertible subordinated notes will be subject to
regulatory approval.

Phelps Dodge intends to complete its share repurchase program
within the 12 months after closing of the Inco transaction in an
amount equal to US$5 billion, less the amount of any convertible
subordinated notes purchased by Phelps Dodge.

The transaction between Phelps Dodge and Inco is not conditioned
upon the completion of the Inco and Falconbridge combination.  
Thus, in the event the Inco-Falconbridge merger is not completed,
Inco shareholders will receive the same 0.672 shares of Phelps
Dodge and CDN$17.50 per share in cash that they would have
received in the proposed three-way combination.  Should Inco not
complete the Falconbridge transaction, the Phelps Dodge board of
directors intends to execute the full $5 billion share repurchase
program within 12 months of closing a transaction with Inco.

Inco has agreed to pay a break-up fee to Phelps Dodge under
certain circumstances of $475 million on a stand-alone basis and
$925 million in conjunction with its combination with
Falconbridge.  Inco has also given Phelps Dodge certain other
customary rights, including a right to match competing offers.  
Phelps Dodge has agreed to pay Inco a $500 million break-up fee
under certain circumstances.

Phelps Dodge has received financing commitments from Citigroup and
HSBC that may be drawn upon to fund the contemplated transactions
and the up to US$5 billion share repurchase program.

Inco has received additional financing commitments from Morgan
Stanley, Goldman, Sachs & Co., Royal Bank of Canada, and Bank of
Nova Scotia in support of the increased cash component of its
revised agreed offer for Falconbridge.

After completion of the transaction, current Phelps Dodge
shareholders would own approximately 40% of Phelps Dodge Inco,
current Inco shareholders would own approximately 31%, and current
Falconbridge holders would own approximately 29%.  The
transaction, which is subject to Phelps Dodge and Inco shareholder
approval, regulatory approvals and customary closing conditions,
is expected to close in September 2006.

                       Expected Synergies

The combination of Phelps Dodge, Inco and Falconbridge is expected
to result in total annual synergies of approximately $900 million
by 2008.  This includes $550 million in total expected annual
synergies from the combination of Inco and Falconbridge.

The net present value of total synergies, at a 7% discount rate,
is approximately $5.8 billion after-tax.

The combination brings together three companies with unique,
complementary skill sets.  The synergies previously identified by
Inco and Falconbridge will be generated in part by joint operation
of facilities in the Sudbury Basin, where there are contiguous,
interwoven mines and processing facilities.  Consolidation of the
district allows feed flow changes that result in production
increases and cost reductions.  Also, consolidation of management
allows for the sharing of best practices.

The inclusion of Phelps Dodge enhances these synergies.  Its
three-year-old North American One Mine processes are an excellent
blueprint for the consolidation of the Sudbury district.  In
addition, Phelps Dodge brings a focus on technology that can be
applied to improve process recoveries and throughput in Sudbury
and elsewhere.  Also, the larger company will realize savings in
procurement and supply-chain management because of its much larger
size.

Based on these synergies, the combination is expected to be
immediately accretive to cash flow and accretive to earnings per
share in 2008, excluding integration and transaction costs.

The new, larger company will benefit from a strengthened financial
position to take advantage of future growth opportunities.  This
increased financial strength, coupled with its combined assets and
expertise, will enable it to pursue current and future development
projects more effectively.

             Management Team and Board of Directors

J. Steven Whisler, chairman and chief executive officer of Phelps
Dodge, will be chairman and chief executive officer of the new
company.  Scott M. Hand, chairman and chief executive officer of
Inco, will become vice chairman of Phelps Dodge Inco.  Derek
Pannell, chief executive officer of Falconbridge, will become
president: Inco Nickel and will head the new company's nickel,
zinc and aluminum operations.  Timothy R. Snider, president and
chief operating officer of Phelps Dodge, will hold the same
position in the new company.  Ramiro G. Peru, executive vice
president and chief financial officer of Phelps Dodge, will be the
chief financial officer of the new company.  Mr. Whisler, Mr.
Snider and Mr. Peru will be based in Phoenix.  Mr. Hand and Mr.
Pannell will be based in Toronto.

The board of directors of the new company will be composed of 15
members, 11 from the board of Phelps Dodge and four from the
boards of Inco and Falconbridge.

                      Advisors and Counsel

Phelps Dodge is being advised by Citigroup Corporate and
Investment Banking and by HSBC Securities.  Phelps Dodge's counsel
are Debevoise & Plimpton LLP and Heenan Blaikie LLP.  Inco is
being advised by Morgan Stanley, RBC Capital Markets and Goldman
Sachs.  Inco's counsel are Sullivan & Cromwell and Osler Hoskin &
Hartcourt LLP.  Falconbridge is being advised by CIBC World
Markets.  Falconbridge's counsel are McCarthy Tetrault LLP and
Fried Frank Harris Shriver & Jacobson LLP.

About Phelps Dodge

Phelps Dodge Corp. -- http://www.phelpsdodge.com/-- produces
copper and molybdenum and is the largest producer of molybdenum-
based chemicals and continuous-cast copper rod.  The company and
its two divisions, Phelps Dodge Mining Co. and Phelps Dodge
Industries, employ approximately 15,000 people worldwide.

                     About Falconbridge

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

                           About Inco

Headquartered in Sudbury, Ontario, Inco Limited (TSX, NYSE:N) --
http://www.inco.com/-- is the world's #2 producer of nickel,
which is used primarily for manufacturing stainless steel and
batteries.  Inco also mines and processes copper, gold, cobalt,
and platinum group metals.  It makes nickel battery materials
and nickel foams, flakes, and powders for use in catalysts,
electronics, and paints.  Sulphuric acid and liquid sulphur
dioxide are produced as byproducts.  The company's primary
mining and processing operations are in Canada, Indonesia, and
the UK.

                          *     *     *

Inco Limited's 3-1/2% Subordinated Convertible Debentures due
2052 carry Moody's Investors Service's Ba1 rating and Standard &
Poor's BB+ rating.


INFOR GLOBAL: Moody's Junks Rating on Proposed $1.67 Billion Notes
------------------------------------------------------------------
Moody's Investors Service assigned first-time ratings Infor Global
Solutions Holdings Ltd., a Cayman Islands based holding company
that through its subsidiaries provides financial and enterprise
resource planning applications software.  The company is privately
held by Golden Gate Capital, Summit Partners and company
management.

These first time ratings were assigned:

   * Corporate Family Rating of B3

   * Proposed $150 million first lien revolving credit facility,
     due 2012, rated B2

   * Proposed $2.0 billion first lien term loan, due 2012,
     rated B2

   * Proposed $1.675 billion senior subordinated notes, due 2013,
     rated Caa2

   * The ratings outlook is stable.

The ratings are subject to the closing of the proposed business
combinations and Moody's review of final documentation.

The B3 corporate family rating reflects, pro forma for the
intended combinations and financing transactions, the company's
significantly high financial leverage and modest interest
coverage, which are exacerbated by the risks of integration
execution from an aggressive pacquisition strategy, as well as the
prospects of increasing competition from larger players in the
market.

The company's aggressive acquisitive growth strategy, which in
Moody's opinion is likely to continue, is also incorporated into
the rating. These issues overshadow the company's leading market
position as a provider of mid-market ERP software, favorable
revenue renewal rates in excess of 90%, low single digit organic
revenue growth, good liquidity, and the strong operating margins
of the component operating subsidiaries.

The use of proceeds from the $3.675 billion of first lien term
loans and senior subordinated notes consists of $413 million to
purchase Systems Union, $1.5 billion to purchase SSA Global
Technologies, and the remaining amount to repay the existing debt
at Systems Union, Extensity, SSA Global, and Infor, as well as for
restructuring costs, fees, and expenses.

The ratings for Infor Global Solutions Topco Ltd., SSA Global
Technologies, Inc., and Extensity S.A.R.L. will be withdrawn
subsequent to the repayment of rated debt at those entities.

Infor Global Solutions Holdings Ltd., headquartered in Alpharetta,
Georgia and a Cayman Islands exempted company, is a global
provider of financial and enterprise applications software.


INTERNATIONAL MANAGEMENT: Panel Taps McKenna Long as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases of International Management Associates, LLC, and
its debtor-affiliates, asks the U.S. Bankruptcy Court for the
Northern District of Georgia for permission to hire McKenna Long &
Aldridge LLP as its counsel nunc pro tunc to April 10, 2006.

The Committee wants McKenna Long to:

   (a) provide the Committee with legal advise with respect to its
       powers, right, duties and obligations in the Debtors'
       bankruptcy cases;

   (b) take all necessary actions protect and preserve the
       Debtors' estates, and to involve in the Committee's
       investigation of the Debtors' acts, conducts, assets,
       liabilities, financial condition, prior operation of the
       Debtors' businesses, investigation and prosecution of
       estate claims and causes of action and any other matters
       relevant to the Debtors' bankruptcy cases;

   (c) assist in preparing in behalf of the Committee all
       necessary motions, applications, answers, orders, reports,
       papers and other pleadings, and filings in connection with
       the Committee's duties in the bankruptcy cases;

   (d) advise the Committee on the corporate aspects of the
       Debtors' liquidations and plan or other means to effect
       liquidation as may be proposed;

   (e) advise and represent the Committee in hearings and other
       judicial proceedings in connection with all applications,
       motions or complaints.  

Mark S. Kraufman, Esq., a partner at the firm, tells the Court
that he charges $475 per hour for his services.  He will be
working with Bryan E. Bates,Esq., who will be charging $215 per
hour.  

Mr. Kraufman assures the Court that his firm and its professionals
do not hold material interest adverse to the Debtors' estates and
they are disinterested as defined in Section 101(14) of the
Bankruptcy Code.

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.  James R. Sacca, Esq., at Greenberg
Traurig, LLP, and Mark S. Kaufman, Esq., at McKenna Long &
Aldridge, LLP, represent the Official Committee of Unsecured
Creditors.  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.


INTERPUBLIC GROUP: Inks Four New Financing Pacts with ELF
---------------------------------------------------------
The Interpublic Group of Companies, Inc. has entered into four
agreements for a new source of committed stand-by liquidity and a
new letter of credit facility with ELF Special Financing Ltd.

The ELF Financing is composed of these agreements:

   * a $750 million 3-Year Credit Agreement, dated June 13,
     2006, among the Company, as Borrower, ELF as Initial
     Lender and Letter of Credit Issuer, and Morgan Stanley
     Capital Services Inc., as Administrative Agent and Letter
     of Credit Administrator;
   
   * a Warrant Agreement, dated June 13, 2006, between the
     Company and LaSalle Bank National Association, as Warrant
     Agent, under which the Company issued 29,072,092 capped
     warrants and 38,826,875 uncapped warrants;
   
   * a Letter of Credit Agreement, dated June 13, 2006, between
     the Company and Citibank, N.A.; and
   
   * a Letter of Credit Issuance Agreement, dated June 13, 2006,
     between the Company, as Account Party, and MSCS, as Letter
     of Credit Issuer.

                        The ELF Financing

ELF is a new special-purpose entity incorporated in the Cayman
Islands, in which the Company has no equity or other interest and
which the Company does not expect to consolidate for financial
reporting purposes.  In the ELF Financing, ELF sold securities to
institutional investors.  Through a group of initial purchasers
led by Morgan Stanley & Co. Incorporated, Citigroup Global Markets
Inc., J.P. Morgan Securities Inc. and UBS Securities LLC, ELF
sold:

   * 2,500 Series A Units consisting, in the aggregate, of:

     -- $250 million principal amount of ELF's Series A Floating
        Rate Senior Credit Linked Notes due 2009 and

     -- 25,280,000 of the Company's Capped Warrants; and

   * 4,625 Series B Units consisting, in the aggregate, of:

     -- $462.5 million principal amount of ELF's Series B
        Floating Rate Senior Credit Linked Notes due 2009 and

     -- 38,826,875 of the Company's Uncapped Warrants.

ELF also sold to MSCS:

   * $37,500,000 aggregate principal amount of Floating Rate
     Junior Credit Linked Notes due 2009; and
   
   * 3,792,092 of the Company's Capped Warrants.

The ELF Series A Notes and the ELF Series B Notes and the ELF
Junior Notes are issued pursuant to an indenture dated June 13,
2006 between ELF and LaSalle Bank National Association, as
Indenture Trustee and Notes Issuer Representative.  Because of the
subordination provisions and other structural features, the ELF
Junior Notes will function like equity to support the ELF Senior
Notes.

ELF received $750 million in proceeds of the sales, which it used
to purchase AAA-rated liquid assets.  It will hold the liquid
assets pending any request for borrowing from the Company, or any
drawing on any letters of credit issued for the account of the
Company, under the credit facility, which ELF will fund by selling
liquid assets.  ELF also entered into an interest rate swap with
an affiliate of Morgan Stanley & Co. Incorporated, the effect of
which is to exchange the yield ELF receives on its liquid assets,
together with payments received under the Credit Agreement,
against LIBOR to service the interest on the ELF Notes.

The Company is not a party to the ELF Notes, the Indenture or the
Interest Rate Swap.  Under certain circumstances, including events
of default under the Credit Agreement and under the Notes, holders
of ELF Notes may elect to receive in exchange for their Notes
loans and reimbursement obligations under the Credit Agreement.

                        Credit Agreement

Under the Credit Agreement, ELF is obligated at the Company's
request to make cash advances to the Company and to issue letters
of credit for the account of the Company, in an aggregate amount
not to exceed $750 million outstanding at any time.  The aggregate
face amount of letters of credit may not exceed $600 million at
any time.  The obligations of the Company under the Credit
Agreement are unsecured.  The Credit Agreement is a revolving
facility, under which amounts borrowed may be repaid and
reborrowed, and the aggregate available amount of letters of
credit may decrease or increase, subject to the overall limit of
$750 million and the $600 million limit on letters of credit.

The Company will pay interest on any outstanding advances under
the Credit Agreement at an annual rate equal to 3-month LIBOR plus
0.78% per annum.  The Company will also pay commitment fees on the
undrawn amount under the Credit Agreement at an annual rate equal
to the Applicable Margin, plus an additional facility fee equal to
0.15%.   The Credit Agreement will expire on
June 15, 2009.

The continued availability of the Credit Agreement, and its terms,
can be affected if certain events occur that have consequences
under the terms of the ELF Notes.  In particular, holders of the
ELF Senior Notes are entitled to require the repurchase of their
notes, at par plus accrued interest, in the event of a fundamental
change involving the Company.  The Credit Agreement provides that
ELF may reduce the total commitment under the Credit Agreement
following a fundamental change, and the Indenture provides that
ELF will reduce the total commitment by an amount equal to the
aggregate principal amount of any ELF Senior Notes that are
tendered for repurchase and not repurchased by the holders of ELF
Junior Notes.  The Applicable Margin may also change following any
repurchases pursuant to the provisions. The commitment under the
Credit Agreement may also terminate upon the occurrence of
specified events.

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

               http://researcharchives.com/t/s?c22

                         Warrant Agreement

The Company issued a total of 67,898,967 warrants under the
Warrant Agreement, consisting of 29,072,092 Capped Warrants and
38,826,875 Uncapped Warrants.

Each warrant will entitle the holder to receive, following
expiration of the warrant on June 15, 2009, an amount in (a) cash,
(b) shares of the Company's common stock, par value $0.10 per
share, or (c) a combination of cash and shares, at the Company's
option.  The amount will be based, subject to customary
adjustments, on the difference between the market price of one
share of common stock and the stated exercise price of the
warrant.  For the Uncapped Warrants, the exercise price is $11.91
per warrant.  For the Capped Warrants, the exercise price is $9.89
per warrant and the amount deliverable upon exercise is capped so
a holder will not benefit from appreciation of the common stock
above $12.36 per share.

If a fundamental change, as defined in the Warrant Agreement,
occurs prior to June 15, 2009, each holder will have the right to
exercise its warrants at any time on or after the effective date
of such fundamental change until the 30th trading day after the
effective date.  The Company will, in connection with any such
exercise by a holder, pay to the holder an early settlement
amount, which may be settled in cash, shares of the Company's
common stock, or any combination thereof at the Company's option,
and which will reflect an adjustment to the exercise price.

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

               http://researcharchives.com/t/s?c23

                   Letter of Credit Agreements

The Company is required from time to time to post letters of
credit, primarily to support commitments of the Company or its
subsidiaries to purchase media placements, mostly in locations
outside the United States, or to satisfy other obligations. The
Citibank Letter of Credit Agreement provides for the issuance of
letters of credit with an aggregate available amount not to exceed
$250 million at any time, which the Company intends to use for
this purpose.  The Citibank Letter of Credit Agreement expires
June 15, 2009.  Upon termination of the Prior Credit Agreement,
letters of credit with an aggregate available amount of
approximately $208 million, which had been issued under the Prior
Credit Agreement, remained outstanding and are now governed by the
new Citibank Letter of Credit Agreement.

Under the Citibank Letter of Credit Agreement, any letters of
credit issued under that agreement must be backed by (a) letters
of credit issued by Morgan Stanley Capital Services Inc. under the
Morgan Stanley Letter of Credit Agreement or (b) letters of credit
issued by other backstop letter of credit issuers acceptable to
Citibank or (c) cash deposits.

Letters of credit issued under the Morgan Stanley Letter of Credit
Agreement, including those issued to Citibank, are required to be
backed by letters of credit issued by ELF under the Credit
Agreement. Although all letters of credit issued under the two
facilities currently support, directly or indirectly, letters of
credit issued under the Citibank Letter of Credit Agreement, the
Company may choose to request that additional letters of credit
under either the Credit Agreement or the Morgan Stanley Letter of
Credit Agreement be issued directly to other beneficiaries, in an
aggregate available amount for all letters of credit not to exceed
the $600 million overall letter of credit limit described above
under "Credit Agreement."

A copy of the Letter of Credit Agreement is available at no charge
at http://researcharchives.com/t/s?c24

A copy of the Morgan Stanley Letter of Credit Agreement is
available for free at http://researcharchives.com/t/s?c25

On June 13, 2006, the Company terminated the Amended and Restated
3-Year Credit Agreement, dated as of May 10, 2004, amended and
restated as of September 27, 2005 among the Company, the Initial
Lenders Named Therein, and Citibank, N.A., as Administrative
Agent.

Also on June 13, the Company issued warrants that ELF resold to
investors that are qualified institutional buyers in reliance on
the exemption from registration set forth under Rule 144A of the
Securities Act of 1933.  In connection with the ELF Financing, the
Company paid $22.5 million in underwriting commissions.

                        About Interpublic

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

                          *     *     *

As reported in the Troubled Company Reporter on June 15, 2006,
Fitch assigned a rating of 'B/RR4' to Interpublic Group's $750
million three-year Enhanced Liquidity Facility notes due June
15, 2009.  The Rating Outlook is Negative.  Fitch also affirmed
the Company's Issuer default rating at 'B' and Senior unsecured
notes' rating at 'B/RR4'.  Fitch also affirmed its 'CCC/RR6'
rating on Interpublic's Cumulative convertible perpetual preferred
stock and Mandatory convertible preferred stock.

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

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


INTERSTATE BAKERIES: Battle Ensues Over Stay on Certain Assets
--------------------------------------------------------------
As reported in the Troubled Company Reporter on June 5, 2006,
Interstate Bakeries Corporation and its debtor-affiliates asked
the U.S. Bankruptcy Court for the Western District of Missouri to:

    (a) enforce the automatic stay;

    (b) require Sara Lee Corporation to withdraw its Complaint and
        dismiss its Litigation; and

    (c) declare the Sara Lee Litigation to be void, as being
        violative of the automatic stay.

                      Sara Lee Litigation

On May 3, 2006, Sara Lee Corporation instituted proceedings
against the American Bakers Association Retirement Plan and the
Board of Trustees of the Plan, in the United States District Court
for the District of Columbia.  Sara Lee sought, among other
things, a mandatory injunction that would compel the ABA Plan and
the Board Trustees to:

    * require all participating employers in the ABA Plan with
      negative asset balances to make payments to the Plan; and

    * cut off the payment of benefits to the Debtors' employee-
      participants.

The Sara Lee litigation sought to:

    (a) obtain possession of the property of the Debtors' estates
        by compelling the collection of payments from the Debtors
        to the ABA Plan;

    (b) cut off the payment of benefits to the Debtors' employee-
        participants; and

    (c) determine ownership of certain funds held by the ABA Plan
        in which the Debtors assert an interest.

                           Equity Panel

The Official Committee of Equity Security Holders supports the
Debtors' request.

                           ABA Responds

The Board of ABA Trustees for the American Bakers Association
Retirement Plan and American Bakers Association Retirement Trust
do not object to an extension of the automatic stay, pursuant to
Section 105(a) of the Bankruptcy Code, to be applied to the
proceedings initiated by Sara Lee Corporation in United States
District Court for the District of Columbia, pending a response
from the Pension Benefit Guaranty Corporation on its opinion of
the status of the ABA Plan and ABA Trust.

The ABA Trustees simply cannot concede or agree that without a
Section 105(a) enhancement, the automatic stay would otherwise
apply under the circumstances, Anne H.S. Fraser, Esq., in
Washington, DC, informs the Court.

The ABA Plan and the ABA Trust are not debtors protected by
Section 362(a)(3) of the Bankruptcy Code, Ms. Fraser asserts.  
The ABA Plan, ABA Trust and the assets of the ABA Trust are not
property of the Debtors' estates, nor does a resolution of the
ERISA Dispute result in an exercise of control of property of the
Debtors' estates, Ms. Fraser adds.

Because the ABA Plan and ABA Trust are separate legal entities,
actions against them are not acts or proceedings 'against the
debtor' for purposes of Section 362(a)(1), Ms. Fraser maintains.  
"Thus, . . .  the DC Litigation is not stayed by Section 362(a)."

Accordingly, the ABA Trustees ask the Bankruptcy Court to:

   -- approve the Debtors' request to the extent it seeks to
      extend the automatic stay pursuant to Section 105(a), only
      to stay the D.C. Litigation pending PBGC's opinion of the
      status of the ABA Plan;

   -- deny the Debtors' request to the extent it seeks any
      determination that the automatic stay applies to property
      of the ABA Plan or the ABA Trust or any of their assets;
      and

   -- abstain from determining the nature of the ABA Plan.

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


INTERSTATE BAKERIES: Wants N.C. Dept. of Revenue's Claim Expunged
-----------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Western District of Missouri to
expunge North Carolina Department of Revenue's Claim No. 8169 in
its entirety.

Samuel S. Ory, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in Chicago, Illinois, relates that the North Carolina filed Claim
No. 8169 for $891,187 on April 19, 2005.  The General  Claims Bar
Date was March 21, 2005.  Thus, the Claim should be disallowed in
its entirety, pursuant to the Bar Date Order.

According to Mr. Ory, the Debtors gave North Carolina timely and
reasonable notice as required under Rule 2002(g) of the Federal
Rules of Bankruptcy Procedure.  In addition, North Carolina has
neither alleged nor presented facts to the Debtors to establish
that its failure to file a timely proof of claim was due to
excusable neglect.  

In the alternative, if North Carolina is able to demonstrate
excusable neglect and the Court permits late filing of the Claim,
the Debtors assert that they do not have any outstanding tax
liability to North Carolina.

                     North Carolina Responds

David D. Lennon, Esq., in Raleigh, North Carolina, asserts that
North Carolina's audit revealed substantial taxes, which with
penalties and interests total almost $1,000,000.  

Mr. Lennon tells the Court that North Carolina's auditors worked
diligently to complete the audit while striving for accuracy.  
However, despite their best efforts, the results of the audit
were not actually available until after the Bar Date.  The
Revenue Departments' clerks who prepared and filed the Proof of
Claim say that they were not aware that the audit might be
delayed until after the Bar Date, and without the audit results,
they had no figures to include in filing the Proof of Claim.

Thus, North Carolina asks the Court to:

   (a) allow it an enlargement of time pursuant to Rule
       9006(b)(1) of the Federal Rules of Bankruptcy Procedure
       for an additional 30 days beyond the Bar Date, nunc pro
       tunc, based on mistake, inadvertence and excusable
       neglect;

   (b) deny the Debtors' objection to Claim No. 8169; and

   (c) allow Claim No. 8169.

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)


KENDLE INT'L: Moody's Rates Proposed $225 Mil. Facilities at B1
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
$225 million Senior Secured Credit Facilities of Kendle
International Inc.  Moody's also assigned a Corporate Family
Rating of B1 and a Speculative Grade Liquidity rating of SGL-2 to
Kendle.  The outlook for all of the ratings is stable.

The rating action is based on Kendle's proposed acquisition of CRL
Clinical Services, the Phase II-IV business of Charles River
Laboratories International Inc, expected to close in the third
calendar quarter of 2006.  The total transaction is valued at
$215 million, excluding transaction fees and expenses.  The
purchase price is approximately 11 times CRL Clinical Services'
EBITDA for the last twelve months ended April 1, 2006.  The
proposed acquisition is to be financed by existing cash and with
the proceeds from Kendle's proposed debt financing of a
$200 million Senior Secured Term Loan.  Kendle will also have a
$25 million revolving credit facility as part of its Senior
Secured Credit Facilities.

The B1 ratings reflect the company's presence in the growing and
expanding contract research organization industry, its strong
competitive position and operating momentum as well as the
potential benefits to be gained with its acquisition of CRL
Clinical Services.  The B1 ratings also consider the company's
increase in leverage with the acquisition of CRL Clinical
Services, modest cash flows available to pay down debt, operating
and concentration risk with Pfizer accounting for about 10% of
total net pro-forma revenues and the company's lack of scale
relative to some of its larger competitors.

The stable outlook reflects the company's solid position in the
growing CRO industry and its high quality customer base while
providing multiple services to its customers.  The outlook also
considers the potential benefits from its acquisition of CRL
Clinical Services, which has a complementary customer base that
improves Kendle's diversity and scale while lowering its
concentration and operating risk.

The SGL-2 speculative grade liquidity rating is based on Moody's
expectation that internally generated cash flow, along with ample
external liquidity and cash, will be sufficient to fund the
company's ongoing operational needs and capital expenditures.   
Moody's expects Kendle to generate sufficient cash flow to fund
working capital, capital expenditures, debt service, and even
continued modest acquisitions over the next twelve months ending
June 30, 2007.

These ratings were assigned to Kendle International Inc.:

   * $25 million Senior Secured Revolver, rated B1
   * $200 million Senior Secured Term Loan, rated B1
   * Corporate Family Rating, B1
   * SGL-2

The ratings could face upward pressure if there is more rapid
repayment of outstanding debt along with a greater than
anticipated improvement in revenue growth and operating margins.   
The ratings outlook could also improve if the company is able to
sustain a ratio of adjusted free cash flow to adjusted debt of
10%.

Negative rating pressure would result if the company is
unsuccessful in integrating CRL-Clinical or if Kendle were to take
on additional leverage to fund future acquisitions.  The ratings
could be downgraded if the free cash flow to adjusted debt ratio
drops meaningfully below 5% or there is a significant
deterioration in the company's operating performance.

Kendle International Inc, based in Cincinnati, Ohio, is a global
clinical research organization that delivers integrated clinical
research services on a contract basis to the biopharmaceutical
industry.  The company had total net service revenues of
approximately $202 million during the 2005 fiscal year.


KERR-MCGEE: Moody's Reviews Debt Ratings for Possible Upgrade
-------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade Anadarko Petroleum Corporation's Baa1 long-term debt and
Prime-2 commercial paper ratings.  It also placed under review for
upgrade the Ba2 corporate family and long-term debt ratings of
Kerr-McGee Corporation and the Ba1 corporate family and long-term
debt ratings of Western Gas Resources, Inc.

The rating reviews are prompted by Anadarko's announcement that it
has reached agreement to acquire both companies in cash tender
transactions valued at a total $23.3 billion, including debt
assumed.  The transactions, which have been approved by the boards
of both companies, are subject to shareholder and regulatory
approvals, with closing expected in 3Q 2006.

When the acquisitions have been completed, Anadarko will rank pro-
forma as the largest independent exploration and production
company in the industry, with some 3.5 billion proved BOE reserves
and over 860,000 BOE/day of production, before any reserve
divestitures, supported by a large mid-stream gas gathering,
processing and transportation business.  Principal strategic
reasons for the acquisitions include the strong overlay of
existing production and acreage positions among the three
companies, the attractive reserve and production growth prospects
in the Rocky Mountain gas corridor and offshore deepwater Gulf of
Mexico, and the combined mid-stream gathering and processing
assets that support the combined equity production.

Initially, Anadarko is financing the all-cash offers under bridge
financing facilities totaling $24.6 billion, resulting in high
initial pro-forma financial leverage of more than $12 of adjusted
debt per proved developed BOE.  Moody's review will focus on the
larger company's combined leverage profile at closing and on its
plans to de-lever, including the amounts and timing of asset sales
and new equity, the free cash flow available for debt reduction,
and hedging strategies to be undertaken.

In relation to both the leverage analysis and Anadarko's strategic
direction, Moody's will also assess the reserves and production
that may be divested, the execution risk in accomplishing
divestitures, and the combined production profile and cash flow
generation of the core operations, including the mid-stream.

Moody's will also assess Anadarko's combined cost profile, noting
that the BOE acquisition costs are high, estimated in excess of
$20 per proved BOE for Kerr-McGee and $24 per proved BOE for
Western Gas Resources, albeit excluding any debt attribution to
the mid-stream business.  In addition, Kerr-McGee's full cycle
costs and unit economics are considerably higher than Anadarko's
and the combined company will continue to face rising costs due to
its reserve concentrations in North American basins and the
industry's underlying inflationary cost pressures.

While Anadarko's post-acquisition pro-forma leverage is not
investment grade, at more than $12 of debt per PD BOE, Moody's
believes the company is likely to retain at a minimum a low
investment grade credit rating upon completion of the
transactions, based on the expectation of sizable common equity
issuance and potential asset sales as yet unidentified, on
Anadarko's current strong financial position and liquidity, and on
management's goal of maintaining a solid balance sheet and credit
profile for Anadarko.

With regard to the debt ratings of Kerr-McGee and Western Gas
Resources, the rating agency will consider whether Anadarko will
guarantee the securities, the amounts that remain outstanding
after the acquisitions are completed, and their position in
Anadarko's capital structure.

Anadarko Petroleum Corporation is headquartered in Houston, Texas.  
Kerr-McGee Corporation is located in Oklahoma City, Oklahoma, and
Western Gas Resources Inc. is located in Denver, Colorado.


KERR-MCGEE CORP: Anadarko Merger Prompts S&P's Positive Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BBB+/A-2' corporate
credit rating on Anadarko Petroleum Corp. on CreditWatch with
negative implications following the company's announcement that it
will acquire Kerr-McGee Corp. and Western Gas Resources Inc. in
separate transactions totaling $22.4 billion, including existing
debt at the acquired companies, net of cash on hand and proceeds
from pending asset divestitures.

At the same time, Standard & Poor's placed its 'BB+' corporate
credit ratings on Kerr-McGee and Western Gas Resources on
CreditWatch with positive implications.  At the close of the
transaction, the ratings on these companies are likely to be
equalized with the ratings on Anadarko.

The acquisitions will initially be funded entirely with debt and
cash on hand.

"Our analysis of Anadarko's expected permanent capitalization of
these transactions, expected to include significant asset sales
and equity issuance in the near term following close of the
purchases, will be among the key considerations in resolving the
CreditWatch," said Standard & Poor's credit analyst John Thieroff.

Other issues of concern are:

   * the high price the company is paying;

   * the timing of deleveraging;

   * the execution risk of asset sales and equity issuance; and

   * the substantial integration risk associated with acquiring
     two sizeable companies simultaneously -- the aggregate
     purchase price is slightly larger than Anadarko's market
     capitalization.

Resolution of the CreditWatch listing is likely to occur upon
closing of the acquisitions, and the ratings are expected to
remain investment grade.


LORBER INDUSTRIES: Files Disclosure Statement & Liquidation Plan
----------------------------------------------------------------
Lorber Industries of California delivered to the U.S. Bankruptcy
Court for the Central District of California a disclosure
statement explaining its Chapter 11 Liquidation Plan.

                       Overview of the Plan

The Plan will be funded by cash on hand as of the plan's Effective
Date, the proceeds of the ongoing liquidation of the Debtor's
assets and any proceeds received on account of the prosecution of
the Debtor's recovery rights.

The Debtor estimates the value of its outstanding accounts
receivable is approximately $3.5 million, inventory is $100,000
and equipment is $900,000.

In addition, the Debtor believes that it may realize:

   a) net proceeds on account of the Recovery Rights;

   b) $1 million or more on account of non-residential real
      property leases under which the Debtor is lessee; and

   c) an account of a prepetition insurance claim amounting
      between $500,000 to $750,000.

                        Treatment of Claims

On the Effective Date, all allowed Administrative and Priority Tax
Claims will be paid in full.

Under the Plan, the Secured Claims of The CIT Group and Anita
Lorber are secured by substantially all of the Debtor's assets,
with the possible exception of:

   (a) all or a portion of Recovery Rights;

   (b) the Debtor's real property leases; and

   (c) an outstanding casualty insurance claim.

If the claims are unpaid as of the Effective Date, the balance of
CIT's secured claim will be paid in full.  Interest will continue
to accrue on CIT's claim at the non-default rate until that claim
is paid in full.

If the claims are unpaid as of the Effective Date, after payment
in full of CIT's claim, the balance of Anita Lorber's claim will
be paid in full.

Holders of allowed Priority Claims will be paid in full.

Each Class 5 Unsecured Claim holder will receive a periodic pro
rata distribution, the timing of which will be in the sole
discretion of the Liquidating Trustee, of any, all monies held by
the Liquidating Trust, after payment in full, of all:

   * Administrative Claims;
   * Allowed Priority Tax Claims;
   * Allowed Class 1 Priority Claims;
   * Allowed Class 2 Secured Claim of CIT;
   * Allowed Class 3 Secured Claim of Anita Lober;
   * Allowed Class 4 Secured Claims; and
   * the cost and fees incurred in connection with the
     administration and conduct of the affairs of the Liquidating
     Trust, and each of them.

Interest Holders will receive no distribution under the Plan.

The Court will convene a hearing at 11:00 a.m., on July 6, 2006,
to consider the adequacy of the information contained in the
Debtor's Disclosure Statement.

Headquartered in Gardena, California, Lorber Industries of
California -- http://www.lorberind.com/-- manufactures texturized  
and knitted fabrics.  The company filed for chapter 11 protection
on Feb. 10, 2006 (Bankr. C.D. Calif. Case No. 06-10399).  Joseph
P. Eisenberg, Esq., at Jeffer, Mangels, Butler & Marmaro LLP,
represents the Debtor in its restructuring efforts.  Reem J.
Bello, Esq., at Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP
represents the Official Committee of Unsecured Creditors.  The
Debtor's schedules show $25,580,387 in assets and $24,740,726 in
liabilities.


MAVERICK OIL: Completes $10 Mil. Convertible Debenture Placement
----------------------------------------------------------------
Maverick Oil and Gas, Inc. (OTCBB:MVOG) reported the closing of a
$10 Million institutional private placement and issued an
operational update.

              Fayetteville Shale Project - Arkansas

The Company is commencing fracture stimulation of its first well
in the Fayetteville Shale Project, the Williamson Brothers 1-36H.  
In addition, the Company has now completed drilling operations
including an approximate 2000' horizontal section on the second
well in the project, the Byers 1-3H, which will be fracture
stimulated on July 5, 2006.  The results of both well tests should
be available in the mid to latter part of July.

           Barnett Shale Project - Wise County, Texas

The Company has spud the second well on the operated portion of
its acreage, the Flowers #1-H, on June 6, 2006.  In addition, the
first of three successive wells to be drilled on the non-operated
portion of the acreage was spud by the operator on June 19, 2006.

                  $10 Million Private Placement

Regarding the financing, the Company completed a $10 Million
institutional private placement of 9.75% secured convertible
secured debentures due June 21, 2007.  The debentures are
convertible into shares of the Company's common stock at a
conversion price of $0.9376 per share.

Under the purchase agreement for the debentures, the investors
also received warrants valid for five years from issue date to
purchase up to approximately 18.6 million shares of common stock
at an exercise price of $0.9376 per share.  Also, by operation of
the anti-dilution provisions of a prior investment made by these
investors in January 2006, the exercise price of existing warrants
priced at $1.50 and $2 per share will be reduced to $.9376 per
share and those warrants will result in approximately 9.3 million
additional shares of common stock.  The purchase agreement calls
for the Company to register the shares issuable upon the
conversion of the debentures and the exercise of the warrants for
resale on behalf of investors.  The purchase agreement also
requires the Company to sell its Barnett Shale project provided
such sale is on commercially reasonable terms acceptable to the
Company and the investors, and place the proceeds into escrow for
use as a sinking fund for the retirement of the debt.

The debentures, warrants and the common stock issuable upon
conversion of the debentures or exercise of the warrants have not
been registered under the Securities Act of 1933, or any state
securities laws, and were sold in a private transaction.

"The Company intends to use the proceeds from the private
placement primarily to continue its ongoing drilling and
development efforts in the Fayetteville Shale project in Arkansas
and the Barnett Shale project in Texas," Maverick's Chief
Executive Officer, V. Ray Harlow, commented.  "We are pleased that
existing stakeholders elected to make this investment in the
Company."

                   About Maverick Oil and Gas

Based in Fort Lauderdale, Florida, Maverick Oil & Gas, Inc. --
http://www.maverickoilandgas.com/-- is an early stage independent  
energy company engaged in oil and gas exploration, exploitation,
development and production.  The Company currently participates in
these activities through the interests it holds in oil and gas
exploration and development projects in Arkansas, Texas and
Colorado.  The Company's strategy is to continue the development
of its current exploration projects and to expand its operations
by acquiring additional exploration opportunities and properties
with existing production, taking advantage of the industry
experience of its management team and modern techniques such as
horizontal drilling and 3D seismic analysis.

At Feb. 28, 2006, The Company's balance sheet showed a
stockholders' deficit of $3,599,040, compared to a $12,701,715
positive equity at Aug. 31, 2005.


MEDEFILE INT'L: Posts $818,240 Net Loss in 2006 1st Fiscal Qtr.
---------------------------------------------------------------
Medefile International, Inc., fka Omnimed International, Inc.,
filed its first quarter financial statements for the three months
ended March 31, 2006, with the Securities and Exchange Commission
on June 21, 2006.

The Company reported an $818,240 net loss on $6,033 of revenues
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $452,554
in total assets and $1,227,163 in total liabilities resulting in
$774,609 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $380,466 in total current assets available to pay
$1,227,163 in total current liabilities coming due within the next
12 months.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?c19

                        Going Concern Doubt

Russell Bedford Stefanou Mirchandani LLP, in New York, raised
substantial doubt about Medefile International Incorporated's
ability to continue as a going concern after auditing the
Company's consolidated financial statements for the year ended
Dec. 31, 2005.  The auditor pointed to the Company's incurred
operating losses.

                          About Medefile

Medefile International, based in Cedar Knolls, New Jersey,
provides healthcare services to patient with medical records.  Its
product retrieves medical records and consolidates them in
Medefile's Vault.


MERRILL CORP: S&P Holds B+ Credit Rating & Says Outlook is Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
communications and document services provider Merrill Corp.,
including the 'B+' corporate credit rating.

In addition, ratings were removed from CreditWatch with positive
implications where they were placed Feb. 14, 2006, reflecting
Merrill's June 14 filing of an amended registration statement,
which would indicate that the company's proposed IPO of common
stock is not likely within the next 45 days, proceeds of which
were expected to be partly used for debt repayment.

In addition, Merrill's existing business operations generated
operating profit in fiscal 2006 ended January that was moderately
below Standard & Poor's previous expectations.

"As a result, prospects for an upgrade are limited at this time,
as credit protection measures are currently in line with existing
ratings," said Standard & Poor's credit analyst Emile Courtney.

The outlook is stable.

As of January 2006, total lease adjusted debt, including debt-like
preferred shares, was $575 million.


N-STAR REAL: Fitch Puts BB Rating on $16.2 Million Class E Notes
----------------------------------------------------------------
Fitch assigned these ratings to N-Star Real Estate CDO VII Ltd.
due 2051:

   -- $338,250,000 class A-1 floating-rate notes 'AAA';
   -- $54,250,000 class A-2 floating-rate notes 'AAA';
   -- $50,000,000 class A-3 floating-rate notes 'AAA';
   -- $30,300,000 class B floating-rate notes 'AA';
   -- $22,000,000 class C deferrable floating-rate notes 'A';
   -- $14,000,000 class D-FL deferrable floating-rate notes 'BBB';
   -- $2,000,000 class D-FX deferrable fixed-rate notes 'BBB'; and
   -- $16,200,000 class E deferrable fixed-rate notes 'BB';

N-Star CDO VII is a cash flow collateralized debt obligation
managed by NS Advisors, LLC, an indirect wholly owned subsidiary
of NorthStar Realty Finance Corp. (NorthStar is rated 'CAM2' as an
asset manager by Fitch).

The ratings of the class A-1, class A-2, class A-3, and class B
notes address the likelihood that investors will receive full and
timely payments of interest, as per the governing documents, as
well as the stated balance of principal by the legal final
maturity date.  The ratings of the class C, class D-FL, class D-
FX, and class E notes address the likelihood that investors will
receive ultimate and compensating interest payments, as per the
governing documents, as well as the stated balance of principal by
the legal final maturity date.

The ratings are based upon the credit quality and mixture of the
underlying assets, approximately 90% of which will be purchased or
committed to be purchased by the transaction's close.  The
collateral manager will have 120 days to ramp up the portfolio to
the targeted par amount of $550.0 million.  The ratings are also
determined by the credit enhancement provided by support from:

   * subordinated notes,
   * excess spread, and
   * protections incorporated in the structure.

The proceeds of the notes will be used to purchase a portfolio of
real estate structured finance securities, consisting of
approximately:

   * 35.45% conduit commercial mortgage-backed securities;
   * 20.49% large-loan CMBS;
   * 14.60% ReREMIC CMBS;
   * 13.26% real estate investment trust securities;
   * 5.84% REIT bank loans;
   * 2.91% junior real estate interests;
   * 2.73% commercial real estate CDOs;
   * 2.73% trust preferred securities; and
   * 2.00% credit tenant lease CMBS.

The quality of the collateral will have a maximum Fitch weighted
average rating factor of 8.50, which requires that the collateral
maintain a minimum weighted-average rating of approximately
'BBB-/BB+'.

N-Star CDO VII will have a five-year reinvestment period during
which the collateral manager will be allowed to reinvest the sale
proceeds of the collateral that is defaulted securities, written
down securities, withholding tax securities, equity or credit risk
securities subject to established reinvestment criteria.  

Principal proceeds not reinvested will be used to pay down the
notes pro rata provided the current portfolio balance remains
at least 50% of the original portfolio balance, no
overcollateralization test is failing as of that payment date and
if an OC test has previously failed for two or more dates, the OC
ratio is at least equal to or greater than the ratio on the
effective date.

NorthStar is an internally managed commercial real estate company
that operates as a REIT.  NorthStar's primary activities include
investing in subordinate real estate mortgages, originating and
managing CDOs, and owning and acquiring properties net leased to
corporate tenants.  The company's CDO portfolios are made up of a
variety of commercial real estate securities, including CMBS
securities, REIT fixed-income securities, other commercial real
estate CDOs, B notes, mezzanine loans, and CTLs.

As of March 31, 2006, the company had more than $3.1 billion in
assets under management, consisting of real estate securities and
loan positions financed through six issued CDOs, N-Star CDO I, II,
III, IV, V, and VI and real estate securities that accumulated
under a warehouse arrangement for this, its seventh CDO.


NEW CENTURY: Posts $1.2 Million Net Loss in Quarter Ended March 31
-----------------------------------------------------------------
New Century Companies, Inc., incurred a $1,212,380 net loss for
the quarter ended March 31, 2006, as compared to $111,133 of net
income earned for the same period in the prior year.  Management
says earnings of the Company for the three months ended March 31,
2006 were negative as a result of an increase in operating
expenses.

The Company generated revenues of $1,699,847 for the three months
ended March 31, 2006, which was a $267,958 or 19% increase from
$1,431,889 for the three months ended March 31, 2005.  The
increase is the result of a growth in customer orders, based on
the overall enlarged market for machine tools and on capability to
sell the Company's product at higher contact amounts.

At March 31, 2006, the Company's balance sheet showed $5,410,534
in total assets, total current liabilities of $5,379,909 and
convertible notes payable of $97,223, resulting in total
stockholders' deficit of $66,598.

                 Defaults on Senior Securities

In November 2004, New Century borrowed $80,816 on two notes
payable to one individual.  The Note is unsecured, matured in
January 2005, has an interest rate of 6% and is currently in
default.  At March 31, 2006 the total outstanding principal
balance on this Note was $80,816.

                     Going Concern Doubt

New Century's independent public accounting firm expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing its financial statements for the year
ended December 31, 2005.  The firm pointed to the Company's
negative working capital of approximately $2,083,000 and
accumulated deficit of approximately $6,959,000 at the end of 2005
as wells as its default on certain notes payable.

                      About New Century

New Century Companies, Inc. (OTCBB: NCNC) --
http://www.newcenturyinc.com/-- makes machine tools, primarily  
vertical boring mills and large lathes such as vertical turning
centers.  It also assembles sound-wall modules made from Quilite,
a lightweight, graffiti-resistant alternative to concrete.  In its
machine-tool business, the Company specializes in re-
manufacturing, starting with existing major castings and fitting
them with state-of-the-art, computer-controlled equipment.


NORTHWEST AIRLINES: Flight Attendants Willing to Renegotiate CBA
----------------------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates renewed their
request that the U.S. Bankruptcy Court for the Southern District
of New York to reject, under Section 1113(c) of the Bankruptcy
Code, the collective bargaining agreement between Northwest
Airlines, Inc., and the Professional Flight Attendants
Association.

The PFAA-represented flight attendants failed to ratify the
March 1, 2006 PFAA Restructuring Agreement, which would have
provided the Debtors with $195,000,000 in annual work rule,
benefit and salary concessions.

Mark Richard, Esq., at Phillips, Richard & Rind, P.A., in Miami,
Florida, asserts that a return to the bargaining table makes good
business sense and is consistent with the Debtors' goals of
reorganization.  

Since an imposition of unilateral terms on the flight attendants
would lead to an extremely contentious atmosphere, it is prudent
business decision to at least attempt to reach a fair and
equitable collective bargaining agreement, Mr. Richard contends.

The PFAA union and membership have shown their good faith as well
as ability and willingness to bargain with Northwest Airlines,
Mr. Richard avers.

However, according to Mr. Richard, Northwest Airlines' improper
interference in the ratification process undermined a successful
result.  The voting process was tainted as Northwest created the
widely held perception among flight attendants that it was
meddling in the union's internal voting processes and attempting
to strong-arm them.

Despite the insistent urging of PFAA not to do so, Northwest
Manager Suzanne Boda sent a threatening letter to flight
attendants the very time they were considering their vote on the
PFAA Restructuring Agreement, Mr. Richard recounts.  In the
letter, Ms. Boda warned that if the flight attendants failed to
ratify the tentative agreement, the implementation of labor cost
reductions would begin immediately.  She listed examples of what
the flight attendants would suffer.

Northwest caused the letter to receive extensive coverage in the
news media, Mr. Richard relates.  According to him, many flight
attendants viewed Ms. Boda's letter as an inappropriate attempt
to intimidate them and as an act of disrespect.

Mr. Richard notes that Northwest bases its refusal to bargain, in
part, on misapprehension of the democratic requirements of PFAA's
constitution and applicable labor laws.

Northwest either does not know or does not care that PFAA's
members adopted as part of their basic governing document a
requirement that before members vote, PFAA's Executive Board must
send to them the arguments for and against ratification of any
"measure that will alter the terms and conditions of employment,
or implement a change in the rates of compensation, hours of
service, working conditions, training or benefits," Mr. Richard
says.

The flight attendants justifiably take exception to Northwest's
characterization of them in its Section 1113(c) request as
irresponsible and incapable of reaching an agreement that will
meet the stated needs of the company, Mr. Richard notes.

However, Mr. Richard informs the Court that PFAA stands ready,
willing and able to negotiate a ratifiable agreement with
Northwest under a timeline suggested by the Court.

                    About Northwest Airlines

Northwest Airlines Corporation (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 29; Bankruptcy Creditors' Service, Inc.,
215/945-7000).


NORTHWEST AIRLINES: Wants Until January 15 to File Chapter 11 Plan
------------------------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York to
further extend their exclusive periods to file any plan of
reorganization to January 15, 2007, and solicit acceptances of a
plan to March 16, 2007.

Bruce R. Zirinsky, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, relates that during the first nine months of their
Chapter 11 cases, the Debtors made substantial progress towards a
successful reorganization, including, most notably, achieving
substantial cost savings with most of their labor groups and
certain aircraft financiers.

Nevertheless, according to Mr. Zirinsky, much more remains to be
done to complete the task at hand, including:

   -- resolution of labor issues with the Professional Flight
      Attendants Association;

   -- resolution of pension and retiree issues;

   -- restructuring of airport, maintenance and other
      facilities leases;

   -- attainment of debtor-in-possession financing;

   -- identification and negotiations with potential equity
      investors; and

   -- negotiations with the Official Committee of Unsecured
      Creditors and other financial stakeholders with respect to
      the framework of a plan of reorganization.

"There is no question that the Debtors should be granted an
extension of the exclusive periods to accomplish the substantial
tasks that lie ahead," Mr. Zirinsky asserts.

The Debtors say that they are fully committed to exiting Chapter
11 at the earliest practicable time, and an extension will give
them an opportunity to progress towards resolving the issues
necessary to reach that goal.

Mr. Zirinsky assures the Court that the Debtors are not using
exclusivity to pressure creditors.  He avers that the Debtors,
along with their professionals, have consistently conferred with
disparate parties, including their various creditors, employees,
labor unions and aircraft lessors and lenders, on all major
substantive and administrative matters in the Debtors' cases.

The Debtors' reorganization efforts have not come at the expense
of administrative creditors, Mr. Zirinsky points out.  He notes
that the Debtors have met postpetition obligations as they become
due, and the extension requested will not result in the accrual
of significant administrative liabilities.

Mr. Zirinsky also reminds Judge Gropper that courts have granted
substantial extensions in large and complex cases, including,
among others, In re Delta Air Lines, Inc., In re Mirant Corp., In
re KMART Corp., In re WorldCom, Inc., and In re Enron Corp.

                    About Northwest Airlines

Northwest Airlines Corporation (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 29; Bankruptcy Creditors' Service, Inc.,
215/945-7000).


NOVELIS INC: Noteholders Wants Dialogue Regarding Consent Terms
---------------------------------------------------------------
The Ad Hoc Committee of Noteholders of Novelis Inc. (NYSE: NVL),
whose members are financial institutions which collectively hold
an aggregate of more than $500 million of Novelis' publicly issued
7.25% Senior Notes due 2015, organized to negotiate with the
company the terms of the noteholder consent solicitation.  

Collectively, the Committee holds substantially more than 25% of
the $1.4 billion note issue, which is the amount necessary for
noteholders to accelerate the Notes.  The Committee believes that
the Company is in default in light of its inability to remain
current in the filing of public financial information as required
under the indenture for the Notes.

"The Ad Hoc Committee is interested in pursuing a constructive
dialogue for the benefit of all concerned, but the Committee
believes that the terms of the consent solicitation are
inadequate," J. Andrew Rahl, Jr. of Anderson Kill & Olick, counsel
to the Ad Hoc Committee, commented.  "In addition to improved
financial and other terms, the Committee is also seeking greatly
enhanced information regarding the Company's financial position on
a current unaudited basis until Novelis completes its financial
restatement."

Based in Atlanta, Georgia, Novelis Inc. (NYSE: NVL)(TSX: NVL) --
http://www.novelis.com/-- provides customers with a regional   
supply of technologically sophisticated rolled aluminum products
throughout Asia, Europe, North America, and South America.  The
company operates in 11 countries and has approximately 13,000
employees.  Through its advanced production capabilities, the
company supplies aluminum sheet and foil to the automotive and
transportation, beverage and food packaging, construction and
industrial, and printing markets.

                         *     *     *

As reported in the Troubled Company Reporter on May 18, 2006,
Moody's Investors Service placed the ratings of Novelis Inc., and
its subsidiary, Novelis Corporation, under review for possible
downgrade.  In a related rating action, Moody's changed Novelis
Inc's speculative grade liquidity rating to SGL-3 from SGL-2.

While Moody's expects the company to file its Form 10Q for the
third quarter 2005 and restated second and first quarter 2005 Form
10Q's within the time frame provided by the fourth waiver, the
review is prompted by the company's further push-out of the time
frame in which the Form 10K for 2005 and the Form 10Q's for each
of the first three quarters of 2006 will be provided.

Novelis Corporation's Ba2 senior secured bank credit facility
rating was placed on review for possible downgrade.

Novelis Inc.'s Ba3 corporate family rating; Ba2 senior secured
bank credit facility and B1 senior unsecured regular
bond/debenture were placed on review for possible downgrade.


OGLEBAY NORTON: Taps J.P. Morgan to Assist in Refinancing
---------------------------------------------------------
Oglebay Norton Company (Pink Sheets: OGBY) engaged J.P. Morgan
Securities as lead arranger to syndicate credit facilities for up
to $230 million.  The proceeds of the facilities will be used to
refinance its existing senior secured credit facilities, to
provide for the conversion of the convertible preferred stock and
to provide for capital expansion.  J.P. Morgan will launch
syndication of the facilities next week.

Proposed key terms of the financing include:

   a) $230 million in total senior secured facilities
  
      * $55 million, 5 year asset-based revolving credit facility
        with drawn pricing of LIBOR + 125 basis points and undrawn
        pricing of 37.5 basis points.

      * $140 million, 6-year term loan facility with drawn pricing
        of LIBOR + 275 basis points with a potential $35 million
        delayed draw facility with undrawn pricing of 137.5 basis
        points.

   b) The term loan will be secured by a first lien on the fixed
      assets and capital stock of the company with a second lien
      on the assets that secure the revolver.

   c) The delayed draw term loan, which will be available for draw
      for 9 months, will serve as a backstop for opportunistic
      calls on the convertible preferred stock or, alternatively,
      for certain capital expenditures.

   d) Financial covenants include maximum leverage, minimum fixed
      charge coverage and maximum capital expenditures.  There
      will be a fixed asset coverage test of greater than 2 times
      at closing.

"The recently announced sale of our marine vessels has enabled us
to pay down debt to approximately $160 million on a pro-forma
basis," Michael Lundin, President and CEO, stated.  "With the
lower debt, the company is well positioned to refinance its
existing credit facilities with more attractive pricing and terms.

"This refinancing will provide added flexibility as we execute on
our stated strategy of focusing on our limestone, limestone
fillers and industrial sands businesses.  The financing should
improve profitability by enabling us to invest in productivity-
enhancing projects and pursue new market and customer
opportunities, especially in the flue gas desulphurization and
energy markets."

Headquartered in Cleveland, Ohio, Oglebay Norton Company -
http://www.oglebaynorton.com/-- mines, processes, transports and   
markets industrial minerals for a broad range of applications in
the building materials, environmental, energy and industrial
market.  The Company and its debtor-affiliates filed for chapter
11 protection on February 23, 2004 (Bankr. D. Del. Case Nos.
04- 10559 through 04-10560).  Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $650,307,959 in total assets and
$561,274,523 in total debts.  The Debtors' plan of reorganization
became effective on Jan. 31, 2005.


ONEIDA LTD: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Oneida Ltd. and its debtor-affiliates delivered to the U.S.
Bankruptcy Court for the Southern District of New York their
schedules of assets and liabilities, disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property               $2,465,230
  B. Personal Property         $513,531,789
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $241,215,210
  E. Creditors Holding
     Unsecured Priority Claims                         
  F. Creditors Holding                              $62,558,079
     Unsecured Nonpriority
     Claims
                                -----------         -----------
     Total                     $515,997,019        $303,773,289

Based in Oneida, New York, Oneida Ltd. -- http://www.oneida.com/   
-- is the world's largest manufacturer of stainless steel and
silverplated flatware for both the Consumer and Foodservice
industries, and the largest supplier of dinnerware to the
foodservice industry.  Oneida is also a leading supplier of a
variety of crystal, glassware and metal serveware for the tabletop
industries.  The Company and its 8 debtor-affiliates filed for
Chapter 11 protection on March 19, 2006 (Bankr. S.D. N.Y. Case
Nos. 06-10489 through 06-10496).  Douglas P. Bartner, Esq., at
Shearman & Sterling LLP represents the Debtors.  Credit Suisse
Securities (USA) LLC is the Debtors' financial advisor.  Scott L.
Hazan, Esq., and Lorenzo Marinuzzi, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represent the Official Committee
of Unsecured Creditors.  Robert J. Stark, Esq., at Brown Rudnick
Berlack Israels LLP represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $305,329,000 in total assets and
$332,227,000 in total debts.  On May 12, 2006, Judge Gropper
approved the Debtors' disclosure statement.  Judge Groper has set
10:00 a.m. on July 12, 2006, to consider confirmation of the
Debtors' plan.


PARMALAT GROUP: May Sell Two Plants to Venezuelan Government
------------------------------------------------------------
Parmalat SpA is in negotiations with the Venezuelan government
regarding the sale of two of its seven plants in the country, the
Associated Press reports.

The Venezuelan government, according to the Associated Press,
plans to establish a state-run business and give local Parmalat
employees a share of the company after purchasing the subsidiary.

The Venezuelan subsidiary is Parmalat's most important business in
the Latin American region, generating revenue of EUR152.8 million
($192 million) in 2005, Bloomberg News said in a separate report,
citing the Italian company.

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.


PERFORMANCE TRANSPORTATION: Resolves Lease Dispute with GECC
------------------------------------------------------------
The U.S Bankruptcy Court for the Western District of New York
approved a stipulation resolving Performance Transportation
Services, Inc. and its debtor-affiliates' dispute with General
Electric Capital Corporation over certain lease payments

The parties stipulate that to the extent the Debtors continue to
receive benefits under the Leases, they will continue to pay the
postpetition amounts as the amounts become due during their
Chapter 11 cases.  GECC's withdraws the request in its entirety.

As reported in the Troubled Company Reporter on May 25, 2006,
Debtor Hadley Auto Transport rents equipment from GECC under the
terms of five lease agreements. The Debtor was obligated to pay
GECC the rental under the leases beginning no later than 60 days
after the Petition Date.  GECC said that the Debtor failed to make
the monthly rental payments,

GECC asked the U.S. Bankruptcy Court for the Western District of
New York to compel the Debtor to either:

   a. assume the Leases, cure the default and pay the rental for
      the use of the equipment, plus counsel fees, taxes and late
      charges; or

   b. reject the Leases and surrender the possession of the
      equipment to GECC's possession.

Alternatively, GECC asked the Court to lift the automatic stay to
collect the Debtor's lease payments or recover the property.

                About Performance Transportation

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

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


PETCO ANIMAL: Weak Profits Cue S&P to Revise Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
San Diego, California-based PETCO Animal Supplies Inc.
(BB/Negative/--) to negative from stable.

"The outlook revision is based on weak profitability trends over
the past several quarters, as higher costs and more competitive
pricing have offset same-store sales gains," said Standard &
Poor's credit analyst Robert Lichtenstein.  "As a result, credit
measures are currently weak for the rating category."

The ratings on PETCO reflect:

   * the vulnerability of its customers to changes in disposable
     income;

   * the company's aggressive growth strategy; and

   * substantial debt leverage.

These risks are partially mitigated by the company's established
market position as the second-largest specialty pet food and
supplies retailer in the United States.


PROXIM CORP: Court Allows Agere's Reduced $1.079 Mil. Unsec. Claim
------------------------------------------------------------------
The Honorable Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware approved the settlement agreement entered
into among Proxim Corporation, its debtor-affiliates and Agere
Systems, Inc.

Before the Debtors filed for bankruptcy protection, they inked an
Asset Purchase Agreement with Agrere on June 14, 2002, under which
Proxim acquired certain of Agere's assets and assumed some of
Agere's debts, including obligation arising under at least two
leases of nonresidential real property.  The leases relate to
premises located at 3950 Shackleford Road, Duluth, Georgia, and
2300 Corporate Park, Dr. Herndon, Virginia.  Duke-Weeks Realty
Limited Partnership is the lessor for the Duluth lease.  TST
Woodland Funding I, LLC, is the lessor for the Dr. Herndon lease.  
Agere remained an obligor under the leases although it already
assigned the leases to Proxim.  Proxim agreed to indemnify Agere
for any obligations arising under the leases.  

The Debtors rejected the lease on June 30, 2005.  Agere filed a
$4,158,747 unsecured claim against the Debtors in December 2005.  
Agere acknowledged that its damages have been mitigated by
reletting a portion of the premises covered by one of the leases
and reduced its claim to $2,990,157.  The Debtors still disputed
the amount.

After arm's length negotiation, the parties agreed to settle their
disputes and allow Agere's claim at a reduced amount of
$1,079,520.

Headquartered in San Jose, California, Proxim Corporation --
http://www.proxim.com/-- designs and sells wireless networking      
equipment for Wi-Fi and broadband wireless networks. The Debtors
provide wireless solutions for the mobile enterprise, security and
surveillance, last mile access, voice and data backhaul, public
hot spots, and metropolitan area networks.  The Debtor along with
its affiliates filed for chapter 11 protection on June 11, 2005
(Bankr. D. Del. Case No. 05-11639).  Bruce Grohsgal, Esq., and
Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub represent the Debtors in their restructuring efforts.  
Andrew J. Flame, Esq., and Howard A. Cohen, Esq, at Drinker Biddle
& Reath LLP represent the Official Commitee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed $55,361,000 in assets and $101,807,000 in
debts.


RAINBOW NATIIONAL: Moody's Rates Proposed Senior Facility at B3
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
senior secured bank credit facility of Rainbow National Services,
LLC, a wholly owned subsidiary of Cablevision Systems Corporation.

The proposed transaction represents no material change in the
capital structure of RNS.  Moody's also affirmed the company's
B1 corporate family rating, the B2 ratings on its senior unsecured
notes, and the B3 rating on its senior subordinated notes.  The
outlook remains stable.

Ratings assigned.

Rainbow National Services LLC

   * Senior Secured Bank Credit Facility, Assigned Ba3

Rainbow National Services LLC, headquartered in Jericho, New York,
supplies television programming to cable television and direct
broadcast service providers throughout the United States.   The
company operates three entertainment programming networks,
American Movie Classics, WE: Women's Entertainment, and The
Independent Film Channel.


REFCO INC: Has Until June 30 to Decide on P&S & Mercury Leases
--------------------------------------------------------------
Refco Inc. and its debtor-affiliates entered into stipulations
with their landlords to extend their Lease Decision Deadline with
respect to two unexpired leases.

P&S Limited Partnership and Mercury Partners 80 NC, Inc., agree to
extended until June 30, 2006, the time within which Refco Group
Ltd., LLC, as tenant, must assume or reject their leases.

P&S leases a non-residential real property located at 111 West
Jackson Boulevard, in Chicago, Illinois.

Mercury Partners leases a non-residential real property located
at the Estancia Executive Center, 18336-18344 S. West Creek
Drive, in Tinley Park, Illinois.

Both contracts will be deemed rejected as of June 30, 2006.

The U.S. Bankruptcy Court for the Southern District of New York
had extended the Debtors' initial deadline to decide whether to
assume or reject unexpired non-residential real property leases
until May 15, 2006.  Pursuant to Section 365(d)(4)(B)(ii) of the
Bankruptcy Code, a court may grant a subsequent extension upon
prior written consent of the lessor.

                            P&S Lease

On the Rejection Date, P&S will return a security deposit it held
pursuant to the Lease to the Debtors, less any costs incurred by
P&S if the Debtors fail to surrender possession in the condition
required under the Lease.

Prior to the Rejection Date, the Debtors will continue to timely
perform all obligations under the Lease to the extent required
under Section 365(d)(3), including without limitation the payment
of rent for the entire premises, including:

   (a) $5,116 for Water Services invoiced in January 2006;

   (b) $19,763 for the remainder of Rent invoiced for May 2006
       payment;

   (c) $36,629 for June 2006 Base Rent;

   (d) $12,500 for Water Services from April 16 to June 30,
       estimated at $5,000 per month;

   (e) estimated monthly installments of Operating Expenses from
       January to June 2006 in the aggregate amount of $4,230;
       and

   (f) estimated monthly installments of Taxes from January to
       June 2006 in the aggregate amount of $186.

Through the Rejection Date, the Debtors will continue to collect
rent paid by their subtenants at the Premises and remit the
amounts to P&S.  Following the Rejection Date, the Debtors will
cease collecting rent from the subtenants.

P&S will not assert a claim against the Debtors or their
affiliates for rejection damages under Section 365.  All proofs
of claim previously filed by P&S will be deemed withdrawn.

P&S is authorized to retain any amounts due to the Debtors on
account of a 2005 expense reconciliation totaling $1,108.

                        Mercury Lease

Mercury Partners will return a security deposit it held under the
Lease to the Debtors on the Rejection Date.

Prior to the Rejection Date, the Debtors will continue to timely
perform all obligations under the Lease, including without
limitation the payment of the full monthly rent for the entire
premises as required under the terms of the Lease.

Mercury Partners will not assert a claim against the Debtors or
their affiliates for rejection damages.

Financial and other salient terms of the Mercury Lease were not
disclosed.

                       About Refco Inc.

Based in New York, New York, Refco Inc. -- http://www.refco.com/    
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago, New
York, London and Singapore.  In addition to its futures brokerage
activities, Refco is a major broker of cash market products,
including foreign exchange, foreign exchange options, government
securities, domestic and international equities, emerging market
debt, and OTC financial and commodity products.  Refco is one of
the largest global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262). (Refco Bankruptcy News, Issue
No. 33; Bankruptcy Creditors' Service, Inc., 215/945-7000).


REFCO INC: Section 341(a) Meeting for RMF Debtors Set on July 10
----------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, will
convene a meeting of creditors of Debtor Refco Managed Futures
LLC, and its two affiliates, Westminster-Refco Management LLC,
and Lind-Waldock Securities LLC, at 1:30 p.m. on July 10, 2006,
at 80 Broad Street, 2nd Floor, in New York.

This is the first meeting of the RMF Debtors' creditors required
under Section 341(a) of the Bankruptcy Code.

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

                       About Refco Inc.

Based in New York, New York, Refco Inc. -- http://www.refco.com/    
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago, New
York, London and Singapore.  In addition to its futures brokerage
activities, Refco is a major broker of cash market products,
including foreign exchange, foreign exchange options, government
securities, domestic and international equities, emerging market
debt, and OTC financial and commodity products.  Refco is one of
the largest global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262). (Refco Bankruptcy News, Issue
No. 33; Bankruptcy Creditors' Service, Inc., 215/945-7000).


REYNOLDS AMERICAN: Completes $3.5 Billion Conwood Acquisition
-------------------------------------------------------------
Reynolds American Inc. (NYSE: RAI) completed its $3.5 billion
acquisition of a holding company that owns Conwood, the nation's
second largest manufacturer of smokeless tobacco products, from
business interests of the Pritzker family.

The transaction, which was reported in the Troubled Company
Reporter on April 27, 2006, received required approval from
the Federal Trade Commission on May 23, 2006.  Reynolds American
funded the $3.5 billion acquisition purchase price with the
net proceeds of its private offering of $1.65 billion of senior
secured notes and borrowings under its $1.55 billion senior
secured term loan facility, each of which also closed today,
as well as available cash.  In addition, RAI entered into a
$550 million revolving credit facility.

"We are excited about the growth prospects Conwood brings to
Reynolds American," said Susan M. Ivey, RAI's chairman and chief
executive officer.  "Conwood's strong, well-positioned brands are
gaining share in the growing moist snuff market, and its high
margins will enhance our ability to continue to provide an
excellent return to our shareholders."

Reynolds American will combine its Lane Limited subsidiary,
currently headquartered in Tucker, Georgia, with Conwood in order
to drive growth in the companies' portfolio of other tobacco
products.  Lane markets a range of specialty tobacco products,
including cigars and little cigars; roll-your-own and pipe
tobaccos; and Dunhill and other premium international cigarettes.  
The headquarters of the combined companies will be in Memphis,
Tennessee, and full integration of the two companies is expected
to be completed by year-end 2007.

                          About Conwood

Conwood Company, L.P. is the nation's second-largest manufacturer
of smokeless tobacco products.  Its leading brands are Kodiak,
Grizzly and Levi Garrett.  Santa Fe Natural Tobacco Company, Inc.
manufactures Natural American Spirit cigarettes and other tobacco
products for U.S. and international markets.  Lane Limited
manufactures several roll-your-own, pipe tobacco and little cigar
brands, and distributes Dunhill tobacco products.  R.J. Reynolds
Global Products, Inc. manufactures, sells and distributes
American-blend cigarettes and other tobacco products to a variety
of customers worldwide.

                     About Reynolds American

Reynolds American Inc. -- http://www.ReynoldsAmerican.com-- is   
the parent company of R.J. Reynolds Tobacco Company, Conwood
Company, L.P., Santa Fe Natural Tobacco Company, Inc., Lane
Limited and R.J. Reynolds Global Products, Inc.

R.J. Reynolds Tobacco Company, the second-largest U.S. tobacco
company, manufactures about one of every three cigarettes sold in
the country.  The company's brands include five of the 10 best-
selling U.S. brands: Camel, Kool, Winston, Salem and Doral.


REYNOLDS AMERICAN: S&P Rates New $1.29 Billion Senior Notes at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' ratings
and '3' recovery ratings to Reynolds American Inc.'s aggregate
$1.29 billion of new senior secured notes.  These notes were
issued in exchange for subsidiary RJ Reynolds Tobacco Holdings
Inc.'s senior secured notes as part of a previously announced
exchange offer.

"We simultaneously lowered our ratings on RJR's existing senior
secured notes to 'BB-' from 'BB' following the completion of RJR's
exchange offer for these notes," said Standard & Poor's credit
analyst Nicole Delz Lynch.

These notes are removed from CreditWatch, where they were placed
with negative implications on April 25, 2006, following parent
company RAI's announcement of its plans to acquire the Conwood
companies.  The new $1.29 billion of senior secured notes will
have identical terms to the corresponding series of RJR notes
exchanged with respect to principal amounts, interest rates,
redemption terms and interest payment and maturity dates.

However, the new senior secured notes will have the same
collateral package and guarantees as RAI's existing $1.65 billon
of senior secured notes, and so are considered pari passu and
therefore are rated the same as these notes.

At the same time, Standard & Poor's affirmed its other ratings for
RJR and RAI, including:

   * the 'BB+' corporate credit ratings for the two entities;

   * the 'BB' ratings for RAI's existing $1.65 billion of senior
     secured notes; and

   * the 'BBB-' bank loan ratings for RAI.

Only the ratings for RAI's $1.8 billion 364-day capital markets
term loan bank facililty have been withdrawn.  The ratings outlook
is negative.

Pro forma for the Conwood acquisition, Standard & Poor's estimates
total debt at RAI is about $4.7 billion.

The downgrade on the senior secured notes remaining following
completion of the exchange offer is a result of the corresponding
removal of all restrictive covenants on the remaining notes,
thereby making them unsecured.

On May 19, 2006, the company announced plans to commence an
exchange offer for up to $1.45 billion of RJR's existing senior
secured notes for new notes to be issued at RAI, with collateral
and guarantees identical to RAI's new $1.65 billion of senior
secured notes.  

In connection with the exchange offer, RAI solicited consents to
remove substantially all of the restrictive covenants on the
remaining RJR notes.  Because sufficient consents were obtained
(more than 50%), the existing RJR senior secured notes that were
not exchanged (approximately $161 million) have become unsecured.  
As such, the ratings on these notes are two notches below the
corporate credit rating because of their junior position relative
to the RAI senior secured notes, and the '3' recovery ratings for
these notes have been withdrawn since they are no longer secured.

The ratings on RAI, as well as its wholly owned subsidiary RJR,
continue to reflect:

   * the company's participation in the contracting domestic
     cigarette industry;

   * its declining shipment volumes and market share; and

   * significant litigation risk.


RICHARD CARONE: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Richard L. Carone, Esq.
        1002 La Senda Drive
        Santa Barbara, California 93105

Bankruptcy Case No.: 06-10338

Chapter 11 Petition Date: June 26, 2006

Court: Central District Of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Peter Susi, Esq.
                  Michaelson Susi and Michaelson
                  7 West Figueroa, 2nd Floor
                  Santa Barbara, California 93101-31918
                  Tel: (805) 965-1011
                  Fax: (805) 965-7351

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $50 Million to $100 Million

Debtor's Largest Unsecured Creditor:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Retamco Operating Company          Judgment           $36,427,321
c/o Drought Drought & Bobbit LLP
James L. Drought, Esq.
Tel: (210) 225-4031
112 East Pecan Street
San Antonio, TX 78205


SILGAN HOLDINGS: Completes $238 Million White Cap Europe Biz Buy
----------------------------------------------------------------
Silgan Holdings Inc. (Nasdaq:SLGN) completed the acquisition of
the Amcor White Cap closures business in Europe.  As anticipated,
the closings for the Amcor White Cap closures businesses in
Turkey, China, Brazil, Venezuela and a portion of the Philippines
are expected to close upon satisfactory completion of specific
closing conditions pursuant to the purchase agreement.  As a
result of certain closing conditions not being met, the remaining
portion of the Amcor White Cap business in the Philippines has not
closed and may not close.

This combined business, which will operate under the name Silgan
White Cap, is a leading supplier of an extensive range of metal
closures to consumer goods packaging companies in the food and
beverage industries in Europe, Asia and South America.

The European business, which had sales of EUR195.6 million (or
$250.6 million at current exchange rates) for its fiscal year
ended June 30, 2005, is headquartered in Hanover, Germany and
operates manufacturing facilities in Germany, Poland and Italy.

The purchase price for the European business was EUR185.8 million
(or $238 million), which includes assumed indebtedness of EUR11.8
million (or $15.1 million).

Pursuant to the terms of the purchase agreement, the Company also
funded an incremental EUR11.2 million (or $14.4 million) for
higher working capital primarily for seasonal purposes.  The
Company expects the transaction to be neutral to earnings in 2006
and potentially negative to earnings in the second quarter of 2006
principally due to the initial write-up of inventory required for
accounting purposes.  However, the transaction is expected to be
accretive to 2007 earnings with additional opportunity as certain
synergies and cost savings initiatives are realized.  The
Company's current earnings estimates exclude the impact of this
acquired business.

The Company also closed on EUR200 million (or $256.2 million) of
incremental term loan borrowings under its existing senior secured
credit facility.  The proceeds from this borrowing were used to
finance this transaction and the anticipated purchase price for
the non-European transactions.  The terms for the incremental term
loans are the same as those under the Company's existing senior
secured credit facility.  An affiliate of Deutsche Bank AG was the
sole arranger of the transaction.

Headquartered in Stamford, Connecticut, Silgan Holdings Inc. --
http://www.silganclosures.com/-- is a leading North American  
manufacturer of consumer goods packaging products with annual net
sales of $2.5 billion in 2005.  Silgan operates 64 manufacturing
facilities in the U.S., Canada and Europe.  In North America,
Silgan is the largest supplier of metal containers for food
products and a leading supplier of plastic containers for personal
care products.  In addition, Silgan is a leading supplier of
metal, composite and plastic vacuum closures for food and beverage
products in North America and Europe.

                         *     *     *

As reported in the Troubled Company Reporter on May 24, 2006,
Moody's Investors Service raised the Corporate Family Rating for
Silgan Holdings Inc. and ratings on Silgan's senior secured first
lien credit facilities from Ba3 to Ba2 and changed the outlook
from positive to stable.


SILICON GRAPHICS: Wants to Assume D.E. Shaw Development Agreement
-----------------------------------------------------------------
Silicon Graphics, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York's
permission to assume an amended development agreement.

Silicon Graphics and D.E. Shaw Research, LLC, formerly known as
D.E. Shaw Research and Development, LLC, are parties to a
development and purchase agreement, pursuant to which Silicon
Graphics agreed to design and develop certain hardware and other
related materials for D.E. Shaw.

For the design and development of the Hardware, D.E. Shaw agreed
to pay Silicon Graphics $4,000,000 in eight installments.

If Silicon Graphics completes a stage of development after the
applicable Milestone Date, D.E. Shaw is obligated to pay 50% of
the related Milestone Payment.  D.E. Shaw is also obligated to pay
50% of all future Milestone Payments, unless Silicon Graphics is
able to timely complete all subsequent stages of development by
the original Milestone Dates, in which case D.E. Shaw must pay
Silicon Graphics 75% of the Milestone Payments.

Pursuant to the Original Development Agreement, Silicon Graphics
also agreed to grant D.E. Shaw non-exclusive, limited licenses:

    (a) to use the intellectual property associated with the
        Hardware in D.E. Shaw's business and to incorporate,
        reproduce, or modify the intellectual property owed or
        licensed by Silicon Graphics to products designed or
        developed by D.E. Shaw -- Internal Licenses; and

    (b) to manufacture, use, sell, or distribute any products
        designed or developed by D.E. Shaw that incorporate or
        reproduce any of the intellectual property associated with
        the design and development of the Hardware -- External
        Licenses.

As consideration for the External License granted to D.E. Shaw,
upon its receipt and acceptance of the completed Hardware, it is
required to pay Silicon Graphics $1,000,000.

Shai Y. Waisman, Esq., at Weil, Gotshal & Manges LLP, in New York,
says Silicon Graphics completed the requisite development work for
each of the first four Milestone Dates.  After the fourth
Milestone Date, a dispute developed between the parties regarding
the requirements for future milestones wherein the Debtors
believed that D.E. Shaw was requesting services beyond the
provisions of the Statement of Work.  The project was delayed and
the parties negotiated a resolution of the issues between them.

Mr. Waisman informs the Court that as a result of arm's-length
negotiations between Silicon Graphics and D.E. Shaw, the parties
have agreed to amend the original Development Agreement to include
several provisions:

    * Following the completion of development associated with the
      fifth Milestone Date, Silicon Graphics will have no
      obligation to continue development of the Hardware.

    * D.E. Shaw will pay 100% of the Milestone Payment remaining
      due to Silicon Graphics in connection with the fifth
      Milestone Date and D.E. Shaw will not assert any default
      with respect to the fifth Milestone Date or any previous
      Milestone Date.

    * The Development Fee will be reduced from $4,000,000 to
      $2,500,000.

    * Silicon Graphics will provide consulting services to D.E.
      Shaw at the rate of $200 per hour through November 15, 2006,
      provided that consulting services do not exceed 200 hours.

    * The Licensing Fee will be reduced from $1,000,000 to
      $800,000.

Mr. Waisman asserts that the assumption of the Development
Agreement is economically beneficial from all perspectives and
clearly constitutes an appropriate and reasonable exercise of the
Debtors' business judgment.  As a result of the Amendment,
Silicon Graphics will:

    (a) receive $1,050,000 from D.E. Shaw and no cure payment will
        be required to effectuate assumption of the Development
        Agreement;

    (b) be relieved of the obligation to satisfy the three
        remaining milestones and will be spared the costs
        necessary to comply with it, including, manufacturing
        costs and engineering professional fees.

        In light of its untimely satisfaction of the fifth
        Milestone Date, Silicon Graphics will be eligible for
        payment at 50% of the originally contemplated rate if it
        were to complete the three remaining milestones.  Due to
        anticipated delays associated with completion of the
        Hardware, it is unlikely that Silicon Graphics will be
        able to timely satisfy the remaining Milestone Dates, and
        thus, will not qualify for an additional 25% payment for
        satisfaction of the remaining Milestone Dates;

    (c) still receive the Licensing Fee, albeit at a slightly
        reduced rate, without satisfying all of the milestones;

    (d) be able to comply fully with the Development Agreement and
        D.E. Shaw will have no claim for damages; and

    (e) be paid for engineering services provided to D.E. Shaw in
        furtherance of the Hardware project at the rate of $200
        per hour for up to a maximum of 200 hours.

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance  
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  (Silicon Graphics Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SIX FLAGS: Poor Performance Cues S&P to Revise Outlook to Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on regional
theme park operator Six Flags Inc. (B-/Negative/--) to negative
from stable, mainly reflecting:

   * weak attendance at the company's parks;
   * higher-than-expected operating expense;
   * a longer time frame for business turnaround; and
   * a very tight cushion of compliance with covenants.

At the same time, Standard & Poor's affirmed its corporate credit
rating on the company.  Roughly $2.6 billion of debt and preferred
stock was outstanding as of March 31, 2006.

"The rating on Six Flags reflects the company's high debt
leverage, volatile profitability, and negative discretionary cash
flow driven by the need for investment in new rides, labor, and
attractions," said Standard & Poor's credit analyst Hal F.
Diamond.  "The size and diversity of the company's regional theme
parks only partially mitigates these concerns."


SKYE INT'L: Moore & Associates Raises Going Concern Doubt
---------------------------------------------------------
Moore & Associates Chartered, in Las Vegas, Nevada, raised
substantial doubt about Skye International Inc.'s ability
to continue as a going concern after auditing the Company's
latest consolidated financial statements for the year ended
Dec. 31, 2004.  The auditor pointed to the Company's net
losses and accumulated deficit of $6,012,643.

The Company reported a $1,893,330 net loss on $205,640 of
product sales for the year ended Dec. 31, 2004.

At Dec. 31, 2004, the Company's balance sheet showed $235,618
in total assets and $2,866,078 in total liabilities, resulting
in a $2,630,460 stockholders' deficit.

The Company's Dec. 31 balance sheet also showed strained
liquidity with $187,970 in total current assets available to
pay $1,246,174 in total current liabilities coming due within
the next 12 months.

A full-text copy of the Company's 2004 Annual Report is
available for free at http://ResearchArchives.com/t/s?bd7

                     About Skye International

SKYE International Inc., fka Tankless Systems Worldwide, Inc.,
manufactures electric tankless water heaters and appliances for
residential homes and commercial establishments in Chandler,
Arizona.


SMITH MINING: RTL Recovery OK'd as Ch. 11 Trustee's Fin'l Advisor
-----------------------------------------------------------------
The Honorable Joan L. Cooper of the U.S. Bankruptcy Court for the
Western District of Kentucky, Louisville Division, authorized J.
Bruce Miller, Chapter 11 Trustee of Smith Mining & Materials, LLC,
to employ RTL Recovery Group, Inc., as his financial advisor, nunc
pro tunc to April 24, 2006.

RTL Recovery will:

  (a) analyze, recommend and consult regarding proposed
      dispositions of assets of the debtor;

  (b) analyze and monitor the Debtor's financial condition, cash
      position and expenditures;

  (c) analyze and monitor the debtor-in-possession financing;

  (d) analyze, recommend and consult regarding the debtor's
      expenditures through the period of the bankruptcy case;

  (e) assist the Chapter 11 Trustee in developing, evaluating,
      structuring and negotiating the terms and conditions of an
      orderly plan of liquidation;

  (f) interface and interact among the Debtor's secured creditors,
      Official Committee of Unsecured Creditors and their
      respective counsel and financial advisors, if any;

  (g) provide the Chapter 11 Trustee with other and further
      financial advisory services with respect to financial,
      business and economic issues which may be appropriate and
      may arise during the course of the bankruptcy matter.

Kenneth C. Henry, the President and CEO of RTL Recovery, will be
the principal advisor for this engagement.  Mr. Henry disclosed
that the Firm's principals bill $295 per hour while
paraprofessional and administrative personnel bill $75 per hour.

Mr. Henry assures the Court that RTL does not hold nor represent
any interest adverse to the Chapter 11 Trustee, the Debtor, its
estate or other parties-in-interest.

Based in Louisville, Kentucky, Smith Mining and Materials, LLC, is
a limited liability company formed on December 16, 2004, whose
main business activity is the mining and crushing of limestone
rock.  In 2005 it mined and sold over 800,000 tons of limestone
and crushed rock.  Its operations is located at a 226-acre rock
quarry which it owns and employed approximately 25 individuals.

The Debtor filed for Chapter 11 protection on Feb. 9, 2006.
(Bankr. W.D. Ky. Case No. 06-30260).  Dean A. Langdon, Esq., Laura
Day DelCotto, Esq., and M. Tyler Powell, Esq., of Wise DelCotto
PLLC represent the Debtor.  On April 24, 2006, the Bankruptcy
Court confirmed J. Bruce Miller, Esq., as Smith Mining's Chapter
11 Trustee.  Joseph J. Golden, Esq., represents the Office of the
U.S. Trustee.  Kenneth C. Henry of RTL Recovery Group, Inc., gives
financial advice to the Chapter 11 Trustee.  When the Debtors
filed for protection from their creditors, they listed estimated
total assets at $10 million to $50 million and $10 million to
$50 million in total debts.  


SONDVIEW HOME: DBRS Puts Low-B Ratings on $19.5 Million NIM Notes
-----------------------------------------------------------------
Dominion Bond Rating Service assigned new ratings of A (low), BBB
(low), BB (low), and B (high) to the above NIM Notes, Series
2006-OPT3, issued by Soundview CI-14.

   * $53.00 million, NIM Notes, Series 2006-OPT3,
     Class N1 New Rating A (low

   * $16.70 million, NIM Notes, Series 2006-OPT3,
     Class N2 New Rating BBB (low

   * $13.50 million, NIM Notes, Series 2006-OPT3,
     Class N3 New Rating BB (low)

   * $6.00 million, NIM Notes, Series 2006-OPT3,
     Class N4 New Rating B (high)

The NIM Notes are backed by a 100% interest in the Class C and
Class P Certificates issued by Soundview Home Loan Trust 2006-
OPT3.  The Class C Certificates will be entitled to all excess
interest in the underlying trust, and the Class P certificates
will be entitled to all prepayment premiums or charges received in
respect of the mortgage loans.  The NIM notes will also be
entitled to the benefits of an underlying interest rate swap with
The Bank of New York.

Payments on the NIM Notes will be made on the 25th of each month
commencing in June 2006.  The interest payment amount will be
distributed sequentially to the holders of Class N1 through Class
N4 Notes, followed by the principal payment amount distributed
sequentially to the holders of Class N1 through Class N4 Notes
until the note balance of such class has been reduced to zero.     
Any remaining amounts will be distributed to the Issuer, the
Indenture Trustee, and holders of preference shares.

All mortgage loans in the Underlying Trust were originated or
acquired by Option One Mortgage Corp.


SONITROL CORP: Moody's Holds B2 Rating on $175 Million Loans
------------------------------------------------------------
Moody's Investors Service affirmed Sonitrol Corporation's B2
ratings on the company's $125 million senior secured term loan,
which is being upsized from $95 million and $50 million senior
secured revolving credit facility, which is being upsized from
$40 million.  Moody's also affirmed the company's B2 corporate
family rating.  The outlook remains stable.

The company recently amended its existing senior secured credit
agreement to, among other things, increase revolver availability
and term loan borrowings.  Sonitrol will use the upsized component
of the term loan, which includes a $10 million delayed draw
feature, to repay existing revolver borrowings.  Moody's
anticipates that Sonitrol will continue to use future revolver
capacity to finance franchisee acquisitions.

Moody's affirmed these ratings:

   * $50 million senior secured revolving credit facility -- B2
   * $125 million senior secured Term loan -- B2
   * Corporate family rating -- B2

The ratings outlook remains stable.

The B2 corporate family rating reflects the company's small
revenue base, acquisitiveness, nominal free cash flow relative to
a growing debt burden with virtually no debt reduction over the
two to three year rating horizon.  The B2 rating recognizes the
company's strong position in its commercial alarm services niche,
high RMR per subscriber, low customer attrition relative to its
peers, relatively high barriers to entry owing to high switching
costs for the company's customers, and limited revenue
concentration.

Moody's also notes that the franchisee acquisitions, which we
expect to continue and are a considerable use of cash, are at the
company's discretion and not a contractual obligation of Sonitrol.  
Therefore, Sonitrol does have the ability to enhance free cash
flow in a distress situation simply by curtailing franchisee
acquisitions.

The stable outlook reflects Moody's expectation that the company
will maintain its customer base by investing in new account
generation to offset customer attrition.  Operating cash flows
should benefit from the continuing growth of the market for
commercial security products -- particularly specialized products
like those offered by Sonitrol -- and the company's low attrition
rate.  Moody's does not expect the company will reduce debt
materially in the near to intermediate term, but rather to
continue actively pursuing franchisee acquisitions.

The rating or outlook could improve if the company can grow its
customer base and generate a sustainable level of free cash flow
to debt in the range of 8-10%.

Moody's could downgrade the ratings if free cash flow generation
is pressured due to rising attrition rates, declining margins on
new installations, lack of sales growth to match the expected
increase in cost structure or the unsuccessful integration of
franchise acquisitions.  Moody's believes that Sonitrol cannot
tolerate significantly more leverage at the current B2 rating
level.

The senior secured credit facility's B2 rating reflects a first
priority security interest in all tangible and intangible assets
of the company and its subsidiaries and 100% of the capital stock
of the company and its domestic subsidiaries.  The credit facility
benefits from a parent guarantee from Sonitrol Holding LLC and
Sonitrol Holding Corporation, and upstream guarantees from all
current and future domestic subsidiaries.  Moody's not notched the
credit facility relative to the B2 corporate family rating
reflecting the preponderance of senior secured debt in the capital
structure.

Sonitrol Corporation, headquartered in Berwyn, Pennsylvania,
provides verified electronic security systems and services to
commercial enterprises.  Sonitrol has been a portfolio company of
Spire Capital, Wachovia Capital Partners and The Carlyle Group
since March 2004 when the sponsors acquired the company from Tyco
International Ltd.  Revenues for LTM period ended March 31, 2006
were nearly $80 million.


SUNSET BRANDS: Balance Sheet Upside-Down by $460,297 at March 31
----------------------------------------------------------------
Sunset Brands, Inc., filed its first quarter financial statements
for the three months ended March 31, 2006, with the Securities and
Exchange Commission on June 20, 2006.

The Company reported a $468,135 net loss on $4,216,493 of sales
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $20,392,137
in total assets and $20,852,434 in total liabilities resulting in
$460,297 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $2,492,641 in total current assets available to pay
$14,442,088 in total current liabilities coming due within the
next 12 months.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?c1e

                        Going Concern Doubt

Hansen, Barnett & Maxwell in Salt Lake City, Utah, raised
substantial doubt about Sunset Brands, Inc.'s ability to continue
as a going concern after auditing the Company's consolidated
financial statements for the years ended Dec. 31, 2005, and 2004.  
The auditor pointed to the Company's losses from operations,
negative cash flows, and working capital and accumulated
deficiencies.

Based in Los Angeles, California, Sunset Brands, Inc. --
http://www.sunsetbrands.com/-- intends to capitalize on the  
growing demand for healthy foods.  The Company wants to become a
category leader in this field through expanded marketing of
existing products under brands owned or licensed by US Mills and
the introduction of new products.  US Mills, Inc., sells natural,
organic and specialty ready-to-eat cereals, hot cereals, cookies
and crackers.  US Mills sells five brands -- Uncle Sam Cereal,
Erewhon, New Morning, Farina and Skinner's Raisin Bran -- in all
50 states, Canada and Puerto Rico.


SYLVEST FARMS: Court Okays Jackson Thorton as Accountant
--------------------------------------------------------
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 Jackson
Thorton & Company as their accountant.

Jackson Thorton will:

   (a) do certain field work relating to the preparation of
       financial statements;

   (b) assist in the preparation and filing of federal and state
       tax returns and analysis of alternative minimum tax issues;

   (c) analyze accounting issues;

   (d) assist with implementation of bankruptcy accounting
       procedures and generally accepted accounting principles;

   (e) advise and assist on the tax consequences of proposed plans
       of reorganization, sales or other transactions;

   (f) do other accounting or related functions requested by the
       Debtors or their counsel to assist the Debtors in their
       business; including providing expert testimony regarding
       these matters; and

   (g) prepare 401(K) audits for 2005 and 2006.

Shaw Pritchett, a member at Jackson Thorton & Company, disclosed
that the Firm will waive the Debtors' unpaid prepetition fees and
expenses.  Mr. Pritchett, the lead professional for this case,
will bill $180 per hour, the Firm's other professionals will bill
$90 to $225 per hour and clerical personnel will bill $60 to $80
per hour.

Mr. Pritchett assures the Court that Jackson Thorton & Company
does not hold any interest adverse to the Debtors or their estate
and 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.


TEC FOODS: Wants to Assume Leases of Five Restaurant Locations
--------------------------------------------------------------
TEC Foods, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of Michigan authority to assume certain unexpired leases
of non-residential real estate property.

The Debtor is a minority-owned franchisee of 12 Taco Bell
restaurants in Southeastern, Central and Northern Michigan, and
operates these restaurants pursuant to various franchise
agreements with Taco Bell Corporation.  The Debtor employs or
leases over 300 people to conduct its operations.

The Debtor owns 8 of the 12 restaurant locations and leases the
other 4 locations:

                               Initial                         Minimum
                               Lease Date      Initial Lease   Monthly
   Location   Lessor           and Term        Expiry Date       Rent
   --------   ------           ----------      -------------   ------
Store #1244   Groesbeck        Jan. 1, 1976;   Oct. 31, 1996   $4,895
              Holdings LP      20 years

Store #4197   MLE Restaurant   Dec. 14, 1998;  Dec. 14, 2018   $7,109
              Group, LLC       20 years

Store #4824   Gibraltar 1031   Dec. 14, 1998;  Dec. 14, 2018   $6,487
              Restaurant       20 years
              No. 1
              Acquisition,
              LLC

Store #16393  Gibraltar 1031   Dec. 14, 1998;  Dec. 14, 2018   $6,487
              Restaurant       20 years
              No. 1
              Acquisition,
              LLC

Office        Mainstreet       May 1, 2004;    May 1, 2005     $3,375
              Developers,      1 year
              LLC

The Debtor tells the Court that the leases are an integral
component of its strategic business plan and its reorganization,
because of the profitability and marketability of these locations.  
Each of the leases offers renewal options to the Debtor.

Headquartered in Pontiac, Michigan, TEC Foods, Inc., is a Taco
Bell franchisee.  The company filed for chapter 11 protection on
Nov. 3, 2005 (Bankr. E.D. Mich. Case No. 05-89154).  Paula A.
Hall, Esq., at Butzel Long, P.C., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection form
its creditors, it estimated assets and debts between $10 million
and $50 million.


TENET HEALTHCARE: Sells Gulf Coast Medical Center for $14.3 Mil.
----------------------------------------------------------------
Tenet Healthcare Corporation's (NYSE:THC) subsidiary completed the
sale of Gulf Coast Medical Center, a 189-bed hospital in Biloxi,
Mississippi, to Health Management Associates Inc. (NYSE:HMA).

Net after-tax proceeds, including the liquidation of working
capital, are expected to be approximately $14.3 million.  The
company will use the proceeds of the sale for general corporate
purposes.  Gulf Coast Medical Center was Tenet's only hospital in
Mississippi.

Headquartered in Dallas, Texas Tenet Healthcare Corporation --
http://www.tenethealth.com/-- through its subsidiaries, owns and   
operates acute care hospitals and related health care services.  
Tenet's hospitals aim to provide the best possible care to every
patient who comes through their doors, with a clear focus on
quality and service.

                         *     *     *

As reported in the Troubled Company Reporter on April 6, 2006,
Fitch Ratings affirmed Tenet Healthcare Corp.'s issuer default
rating at 'B-' and senior unsecured notes at 'B-/RR4'.  Fitch said
the rating outlook is negative.


TEREX CORP: S&P Rates Proposed $900 Million Senior Loans at BB
--------------------------------------------------------------
Standard & Poor's Ratings Services raised the ratings on
construction equipment manufacturer Terex Corp. including the
corporate credit rating to 'BB' from 'BB-'.

In addition, ratings were removed from CreditWatch where they
were placed with positive implications on June 7, 2006.

"The upgrade reflects Terex's improved operating performance and
our expectation for near-term debt reduction," said Standard &
Poor's credit analyst John R. Sico.

At the same time Standard & Poor's assigned its 'BB' loan rating
to Terex's proposed $900 million senior secured credit facilities
due in 2013.  The loan rating is the same as the corporate credit
rating.  The rating agency also assigned a recovery rating of '2'
indicating its expectation of substantial recovery (80%-100%) in
the event of a default.  The ratings on the existing credit
facilities will be withdrawn when the new deal closes.  The
outlook is stable.

Westport, Connecticut-based Terex manufactures a broad range of
equipment for the construction, infrastructure, and mining
industries with sales of more than $6 billion in 2005.

Through a number of acquisitions, Terex has grown to become a
leading global construction equipment company, with $6 billion in
annual sales.  It has enhanced its business mix while maintaining
good geographic diversity; more than half of its sales come from
outside the U.S. Terex has emphasized foreign acquisitions.  It
funded acquisitions with a combination of debt and equity to
temper leverage.

Terex's highly variable cost structure enables it to pare down
costs, as it allows for extensive outsourcing.  In addition, the
company's good geographic, product, and customer diversity and low
capital expenditures (at less than 1% of sales) should help
stabilize earnings and cash flow generation throughout the
business cycle.  The company has benefited from the cyclical
recovery in construction markets.  Its operating margins have
improved due to strong demand for construction equipment and
aerial work platforms.

Margins are expected to be around 8%-10% over the economic cycle.
Restructuring and cost-saving initiatives, along with increased
volume, should help improve the company's credit protection
measures over time.  Terex has been challenged by the higher cost
of steel, but the company has offset this with its product price
increases.


THOMAS EQUIPMENT: March 31 Balance Sheet Upside-Down by $31 Mil.
----------------------------------------------------------------
Thomas Equipment, Inc., filed its financial statements for the
quarter ended March 31, 2006, with the Securities and Exchange
Commission.

The Company reported a $21,506,000 net income on $32,869,000 of
net sales for the three months ended March 31, 2006, versus a
$60,435,000 net loss on $17,036,000 of net sales for the three
months ended March 31, 2005.

At March 31, 2006, the Company's balance sheet showed $113,937,000
in total assets and $145,226,000 in total liabilities resulting in
a stockholders' deficit of $31,289,000.

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

               http://ResearchArchives.com/t/s?c04

                      About Thomas Equipment

Thomas Equipment, Inc. -- http://www.thomas-equipment.com/-- is a   
technologically advanced global manufacturer of a full line of
skid steer and mini skid steer loaders as well as attachments,
mobile screening plants and six models of mini excavators.  Thomas
distributes its products through a worldwide network of
distributors and wholesalers.  In addition, Thomas' wholly owned
subsidiaries manufacture specialty industrial and construction
products, a complete line of potato harvesting and handling
equipment, fluid power components, pneumatic and hydraulic
systems, spiral wound metal gaskets, and packing material.


THOMAS EQUIPMENT: Appoints James Patty as Chief Executive Officer
-----------------------------------------------------------------
Thomas Equipment Inc. (AMEX: THM) appointed James E. Patty as its
Chief Executive Officer and Dr. William Davis as its Chief
Operating Officer.

Thomas intends to recruit an individual with direct industry
experience for the position of President and is exploring the
addition of other executives to complete its senior management
team.  Finally, the company is conducting a search for additional
directors with extensive corporate and industry experience.  
Thomas will make timely announcements of additions to its senior
management team and Board of Directors.

                         James E. Patty

Mr. Patty has become the Chief Executive Officer of the company.  
He has been Chief Operating Officer of Thomas Equipment since May
2006 and has been a member of the Board of Director's since
November 2004.

Mr. Patty is an executive with twenty-five years of proven
leadership in managing international operations and will be
responsible for overseeing global day-to-day operations.

Mr. Patty has a history of building efficient production
operations, strategically expanding production capacity and
creating shareholder value.  His expertise includes re-engineering
large organizations, supply chain management, developing
distribution channels and accelerating profitable sales growth.  
Mr. Patty has also spearheaded numerous financings and merger and
acquisition activities.

Mr. Patty joined Thomas Equipment from Computime Limited
International China, where he was executive vice president of
business development.  At Computime, Mr. Patty was responsible for
the design, development and implementation of the company's global
operating and management systems, integrating 10,000 people while
achieving a revenue goal of $300 million and maximizing profits.

In 2002, Mr. Patty founded Global Business Solutions, Inc., an
international investment, management and outsourcing firm where he
provided management consulting and interim management at the
senior executive level and served as a board member for several
growing companies.  Before Global Business Solutions, Mr. Patty
served as president and CEO of VPNet Technologies, a virtual
private networking technology company, which he successfully
restructured operations and increased the company's value 10-fold
in less than 18 months.  He also managed VPNet's sale to Avaya
Communications in 2001 for $180 million.

Mr. Patty has held a number of international executive level
management and engineering positions with companies including
Lockheed's subsidiary CalComp, Motorola, GET Manufacturing (China,
Mexico, Brazil, and the U.S.), AlphaSource Manufacturing
(Thailand), Allied Telesis (Singapore, Hong Kong and Japan),
MAXTOR (Singapore), and Four Phase Systems (U.S.).

In addition to Mr. Patty's work experience; he also served in the
U.S. Armed forces as a communication and electronic specialist in
Special Forces Green Beret A-Team.

"As CEO, I will continue the process of evaluating each of our
corporate business activities, identify any operating deficiencies
and immediately begin addressing all issues," Mr. Patty said.  "I
believe that we can build a solid foundation under our existing
business operations and begin to generate the financial
performance our stakeholders deserve."

"Thomas Equipment requires experienced management to address
short-term operating issues and successfully execute on longer-
term strategic opportunities," David Marks, Chairman of Thomas
Equipment, commented.  "James Patty will be an extremely valuable
part of our senior management team."

                        Dr. William Davis

Dr. Davis has been appointed Chief Operating Officer of Thomas
Equipment.  He has been engaged as a consultant by Thomas
Equipment since May 2006.

Dr. Davis is a recognized expert in improving manufacturing
operations to increased productivity and profitability.  He has
more than twenty years of success in operations improvement,
operations management, process reengineering, failure analysis,
cost control management and supply chain management.

Since 2000, Dr. Davis has been an independent consultant focused
on manufacturing, operations and quality.  He has performed gap
analyses of manufacturing and quality systems as well as advised
corporations on direct process improvements to enhance workflow
and reduce operating costs.

Consulting clients included a $500 million paper company,
$75 million recycled lineboard company, $650 million iron and
aluminum casting firm, two aircraft component manufacturers,
automotive and aerospace engineering services company, Bocci
Laboratories and United Technologies.  Dr. Davis was a key factor
in enabling each of his clients to lower operating costs while
increasing sales, productivity, quality and profitability.  His
methodology for improving financial performance encompasses a
scientific approach to operations performance improvement.

Previous consulting engagements included the creation of cross
functional teams, implementation of Six Sigma tools and
methodologies, identification of root causes of poor quality and
inefficiencies, redesign of operating procedures, elimination of
manufacturing bottlenecks and the development and implementation
of control systems.

Dr. Davis was previously Senior Vice President of Operations for
VPNet Technologies, Senior Director of Quality for Diamond
Multimedia, Senior Director of Commodity Management/Quality for
Iomega Corporation, Business Unit Manager and Director of
Marketing for GEC/Plessey Semiconductors/Siemens and Chief
Scientist of Maxtor Corporation.

Dr. Davis has a PhD from Stanford University, MSCS from
Northeastern University, BSEE from University of Nebraska and BA
from Almeda University.

"As Chief Operating Officer, I can apply my twenty years of
experience to ensure that our operating activities are
restructured to capitalize on our existing infrastructure and
relationships," Dr. Davis said.  "I am very confident we can
address all of our operating challenges and as a result, become a
significantly stronger company."

"Thomas Equipment requires significant hands-on operations
expertise to ensure that operations are optimized for efficiency,
productivity and profitability," Mr. Marks commented.  "Dr.
William Davis has significant experience that can be applied to
resolving our short-term operating issues and maximize our long-
term opportunities.  We are excited to have him join our senior
management team."

                     About Thomas Equipment

Thomas Equipment, Inc. -- http://www.thomas-equipment.com/-- is a   
technologically advanced global manufacturer of a full line of
skid steer and mini skid steer loaders as well as attachments,
mobile screening plants and six models of mini excavators.  Thomas
distributes its products through a worldwide network of
distributors and wholesalers.  In addition, Thomas' wholly owned
subsidiaries manufacture specialty industrial and construction
products, a complete line of potato harvesting and handling
equipment, fluid power components, pneumatic and hydraulic
systems, spiral wound metal gaskets, and packing material.


TIMBER LODGE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Timber Lodge Steakhouse, Inc.
        1801 American Boulevard, East Suite 27
        Bloomington, Minnesota 55425

Bankruptcy Case No.: 06-41228

Type of Business: The Debtor operates a restaurant that
                  specializes in steak and grilled meat dishes.
                  See http://www.timberlodgesteakhouse.com/

Chapter 11 Petition Date: June 26, 2006

Court: District of Minnesota (Minneapolis)

Judge: Dennis D. O'Brien

Debtor's Counsel: Thomas Flynn, Esq.
                  Larkin Hoffman Daly & Lindgren, Ltd.
                  7900 Xerxes Avenue South, Suite 1500
                  Bloomington, Minnesota 55431
                  Tel: (952) 896-3362

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
CKE Restaurants                       $1,439,471
Ted Abajian
401 West Carl Karcher Way
Anaheim, CA 92801

Reinhart Foodservice                    $694,639
Wayne Kolbert
13400 Commerce Boulevard
Rogers, MN 55374

J&B Group                               $480,231
Russ Sjoquist
Mike Haegman
13299 43rd Street Northeast
St. Michael, MN 55376

Marketing Midwest, Inc.                 $239,023

Minnesota Timberwolves                   $29,500

Ameripride dba American Linen Supply     $21,547

Reinhart Foodservice                     $19,436

Gopher Sports Properties                 $15,000

Maximum Graphics                         $11,248

Kidzmart                                  $7,895

Schad Tracy Signs                         $7,745

Ecolab                                    $5,093

Tarantino's Food Service                  $4,610

Hobart Corp.                              $3,924

Ecolab Pest Control                       $3,729

A Plus Services                           $3,643

National Grid                             $3,490

Impact Group                              $3,488

Newman Outdoor                            $3,300

Chippewa Valley Convention                $3,060


TRANSDIGM INC: Fitch Puts B- Rating on Senior Subordinated Notes
----------------------------------------------------------------
Fitch assigned a 'B-/RR5' rating to TransDigm Inc.'s senior
subordinated notes associated with the recapitalization of both
TDI and TransDigm Group.

The Rating Outlook is Stable.

Fitch expects to assign a 'BB-/RR2' rating to TransDigm Inc.'s
senior secured revolving credit facility and senior secured first
lien term loan upon closing.  Fitch also plans to withdraw:

   * the ratings of the existing TDG senior unsecured loan;
   * the existing TDI senior secured facilities; and
   * existing TDI senior subordinated notes upon retirement.  

Approximately $925 million of debt is covered by the ratings.

The change in capital structure will allow TDG to retire higher
cost debt, extend maturities and increase liquidity.  The new
revolving credit facility and term loan will both have lower
margins than the existing loan at TDG, the revolving credit
facility at TDI and the term loan at TDI.

Maturities will be extended with the term loan expiring in 2013
versus the current 2010.  Liquidity will be enhanced with the
revolver increasing in size to $150 million from $100 million.  
The difference in size between the proposed term loan and the
existing TDG loan and the existing TDI term loan will be utilized
for retiring a portion of the existing TDI senior subordinated
notes and fees and expenses associated with the recapitalization.
The $275 million in new senior subordinated notes will have a
lower interest rate than the notes they are replacing and will
extend maturity from 2011 to 2014.

TDG's ratings reflect:

   * strong consolidated free cash flow;

   * high margins;

   * diverse portfolio of products providing components on most
     commercial jet aircraft, as well as a number of U.S. military
     platforms;

   * barriers to entry for competitors due to proprietary designs
     for most TDG products and the costs to original equipment
     manufacturers to certify these components;

   * role as a sole-source provider for the bulk of sales;

   * significant commercial aftermarket business, which along with
     military sales helps offset the cyclicality of commercial jet
     manufacturing; and

   * management's history of successful acquisitions and managing
     a leveraged business.

Concerns focus on:

   * TDG's high leverage;

   * acquisition strategy; and

   * the potential for exogenous shocks to the commercial
     aerospace market.  

Lesser concerns include:

   * the possibility of lower margin contracts on some of its
     military business;

   * the possibility of pricing pressures from original equipment
     manufacturers; and

   * the potential for cost overruns on fixed price contracts.

The Stable Outlook reflects the current strong environment for
commercial and military aircraft production and continued growth
in the commercial aftermarket due to increasing air travel and a
continued high operational tempo for the U.S. military.

The Recovery Ratings and notching in the debt structure reflect
Fitch's recovery expectations under a scenario in which distressed
enterprise value is allocated to the various debt classes.  The
recovery rating for TDI's proposed senior secured revolving credit
facility and the proposed senior secured first lien term loan
('RR2', expected 71%-90% recovery) reflects significant recovery
as it is secured by substantially all the assets of TDI and its
subsidiaries. (This recovery rating and the associated issue
rating could be changed should TDI raise up to an additional $250
million permitted under its secured facilities that would be pari
passu with the proposed secured facilities.)

Recovery should also benefit from significant, albeit reduced from
the existing capital structure, cushions of subordinated debt and
equity.  The recovery rating for TDI's senior subordinated notes
('RR5', expected 11%-30% recovery) reflect below-average recovery
prospects given the secured claims of the term loan and revolver
on substantially all the assets of TDI and its subsidiaries.


UNITED HOSPITAL: Committee Wants to Hire Alston & Bird as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the New
York United Hospital Medical Center's chapter 11 case asks the
U.S. Bankruptcy for the Southern District of New York to employ
Alston & Bird LLP as its substitute counsel.

On March 16, 2006, the primary attorneys at Thelen Reid & Priest
LLP representing the Committee, Martin G. Bunin, Esq., and Craig
E. Freeman, Esq., commenced working at Alston & Bird.  As a
result, the Committee seeks to retain Alston & Bird as substitute
counsel.

Alston & Bird will:

   a) assist the Committee in the administration of the case and
      the exercise of oversight with respect to the Debtor's
      affairs including all issues arising from or impacting the
      Debtor or the Committee in this chapter 11 case;

   b) advise the Committee in the preparation of all necessary
      applications, motions, orders, reports, and other legal
      papers;

   c) represent the Committee in appearances in the Bankruptcy
      Court in the interest of the Committee;

   d) assist and advise the Committee in the negotiation,
      formulation, drafting and confirmation of any plan of
      reorganization or liquidation and other related matters;

   e) assist and advise the Committee in the exercise of oversight
      with respect to any transfer, pledge, conveyance, sale or
      other liquidation of the Debtor's assets;

   f) assist and advise the Committee in investigations concerning
      the Debtor's assets, liabilities, financial condition and
      operating issues;

   g) communicate with the Committee's constituents and others as
      the Committee may consider desirable to the furtherance of
      its responsibilities;

   h) perform all of the Committee's duties and powers under the
      U.S. Bankruptcy Code and the U.S. Bankruptcy Rules and
      perform other services in the interests of those represented
      by the Committee or as may be ordered by the U.S. Bankruptcy
      Court.

Mr. Bunin, a member at Alston & Bird, discloses that the Firm's
professionals bill:

               Professional            Hourly Rate
               ------------            -----------
               Partner                 $360 - $725
               Counsel                 $335 - $795
               Associate               $195 - $470
               Paralegal               $110 - $285

Mr. Bunin assures the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not hold nor represent any interest
adverse to the Debtors' estates.

Headquartered in Port Chester, New York, New York United Hospital
Medical Center is a 224-bed, community healthcare provider and a
member of the New York-Presbyterian Healthcare System, serving
several Westchester communities, including Port Chester, Rye,
Mamaroneck, Rye Brook, Purchase, Harrison and Larchmont.  The
Company filed for chapter 11 protection on December 17, 2004
(Bankr. S.D.N.Y. Case No. 04-23889).  Lawrence M. Handelsman,
Esq., at Stroock & Stroock & Lavan LLP, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $39,000,000 and
total debts of $78,000,000.


UNITED WOOD: Kimberly-Clark Wants Case Dismissed or Converted
-------------------------------------------------------------
Kimberly-Clark Worldwide, Inc., in its capacity as United Wood
Products Company's unsecured creditor, asks the U.S. Bankruptcy
Court for the District of Oregon to dismiss the Debtor's
chapter 11 case or convert it to a chapter 7 liquidation
proceeding.  

Matthew A. Goldberg, Esq., at Preston Gates & Ellis, LLP, in
Portland, Oregon, contends that the Debtor's plan of
reorganization is nothing more than a "visionary scheme" to pay
unsecured creditors out of the theorized proceeds of uncertain,
early-stage litigation against Kimberly-Clark and Tri-State
Construction, Inc.  

Mr. Goldberg points out that the Debtor has provided no concrete
evidence of the lawsuit's favorable progress through the state
court system.  Furthermore, Mr. Goldberg says that it would be
extremely inefficient to allow the Debtor to attempt to prove its
likelihood of success as part of the confirmation process because
doing so would require numerous mini-trials of the various
discrete issues which are to be resolved by the Washington state
court.  

Mr. Goldberg argues that the Debtor's plan is little more than a
proposal to pay creditors if it prevails in state court and since
the Debtor can do little more at present than to make such a
proposal, the debtor, therefore, cannot effectuate a plan.  

Additionally, Mr. Goldberg asserts, the Plan is devoid of any
indication that the Debtor has an ongoing business to reorganize
or that the Debtor has any cash flow or sources of income.  Thus,
a genuine issue concerning the Debtor's good faith in filing has
been raised, shifting the burden to the Debtor to prove good
faith.

The Court will hear Kimberly-Clark's request during the
confirmation hearing scheduled on August 1, 2006.

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.


USG CORP: Court Okays $1.72-Mil. Settlement with Federal Insurance
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
a settlement agreement inked among USG Corporation, its
debtor-affiliates, and the Federal Insurance Company concerning a
contribution of its policy limits to the Asbestos Personal Injury
Trust under the Plan in exchange for the granting of a Settling
Insurer status to the Federal Parties.

The salient terms of the Settlement Agreement include:

   (1) Federal Insurance will pay, by wire transfer, $1,723,00
       for the benefit of the Asbestos Personal Injury Trust in
       full satisfaction of all obligations that the Federal
       Parties may have under the Subject Policies, within 30
       business days after a "Trigger Date," or the date after
       which:

          -- an order approving the settlement has become a
             final order; and

          -- the Plan has been confirmed, is not subject to a
             stay, and has become effective.

   (2) Effective upon the payment date of the Settlement Amount,
       the USG parties, the Asbestos Personal Injury Trust, and
       the Federal Parties will exchange mutual releases and
       covenants in connection with the Subject Policies.

   (3) In exchange for the Settlement Amount:

          (i) the Debtors, prior to the Plan confirmation
              hearing, will modify the Plan to designate the
              Federal Parties as Settling Insurers, and delete
              that portion of the Plan that includes the
              Potential Umbrella Policies as insurance policies
              to be transferred to the Asbestos Personal Injury
              Trust; and

         (ii) the Debtors will ask that the Plan confirmation
              order expressly provide that the Federal Parties
              are Settling Insurers and Protected Parties
              entitled to receive the benefits and protections of
              the "Asbestos Permanent Channeling Injunction" as
              defined in the Plan.

   (4) The Settlement Agreement becomes null and void if, among
       other things:

          -- court approval is not obtained;

          -- the Debtors confirm a plan other than the current
             Plan; or

          -- the Bankruptcy Court or any other court with
             jurisdiction enters and order providing that the
             Federal Parties are not Settling Insurers, or that
             narrows the scope of the Asbestos Permanent
             Channeling Injunction or its application to exclude
             the Federal Parties.

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


USG CORP: Names Deficiencies of Speights & Runyan's Other Claims
----------------------------------------------------------------
USG Corporation and its debtor-affiliates have negotiated with
Speights & Runyan to address serious issues the firm raised in
connection with the Debtors' request to bar Speights & Runyan from
pursuing claims it has not demonstrated it had authority to file.

While numerous claims subject to the motion have been withdrawn
by Speights & Runyan pursuant to a Court-approved stipulation
with the Debtors, Paul N. Heath, Esq., at Richards, Layton &
Finger, P.A., notes that about 189 claims still remain at issue
based on documentation or lack of documentation submitted by
Speights & Runyan.

In addition, Mr. Heath asserts that an amended statement the firm
filed pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure confirms the Debtors' suspicions that Speights & Runyan
did not have authority to file vast majority of claims at that
time.

To recall, Speights & Runyan filed its first verified statement
of multiple representations, which allegedly fell far short of
level of disclosure required by Rule 2019.

Mr. Heath tells the Bankruptcy Court that the Second 2019
Statement again completely failed to provide basic information
such as a claim number that relates to a given claimant.  He says
that the documents are frequently unclear as to precisely who the
purported claimant is, the specific identity of a building, the
interest an entity holds in a property or source, and the date of
any authority granted to Speights & Runyan.

Subject to the alleged incompleteness and indecipherability of
many portions of the Second 2019 Statement, the Debtors believe
that Speights & Runyan has demonstrated at most that 21 of the
claimants at issue in the Motion actually authorized the firm to
file proof of claim forms submitted on their behalf at or before
the time the claims were filed.

For the remaining claims that are covered by the Second 2019
Statement, the Debtors have confirmed that Speights & Runyan did
not have authority at the time it filed the claims.  The Debtors
further attest that Speights & Runyan has never obtained proper
authority to pursue claims even as of today.

The Debtors object to certain claims for which:

   (a) Speights & Runyan has not even attempted to provide
       evidence of authority to file;

   (b) Speights & Runyan submitted documents that do not contain
       a grant of authority;

   (c) Speights & Runyan has authority to file proof of claim
       forms at most only against other entities in other
       proceedings;

   (d) the authority offered does not come from the claimant
       listed on the proof of claim form;

   (e) the only purported authority was obtained after Speights
       & Runyan filed proofs of claim; and

   (f) the only purported authority was allegedly given orally.

A list of the Disputed Claims is available at no charge at:

                http://ResearchArchives.com/t/s?c3b

Mr. Heath tells Judge Fitzgerald that "the effect of permitting
the type of practice engaged in by Speights & Runyan" with regard
to basic norms of client representation and claim fling would be
"to encourage attorneys to flood bankruptcy courts with large
numbers of unauthorized claims in the hope that they might
eventually contact the 'claimants' and obtain some sort of ex
post facto ratification of the claims."

Indeed, Mr. Heath asserts, numerous attorneys could file claims
on behalf of a single "claimant."

Mr. Heath contends that if Speights & Runyan lacked authorization
from those "claimants" to file claims on their behalf, then no
authorized representative of these creditors properly filed a
claim against the Debtors before the Bar Date, despite a well-
considered and thorough notice program approved by the Bankruptcy
Court.

Furthermore, Mr. Heath argues that the assertion of Speights &
Runyan's Claims -- which represent a significant majority of all
asbestos property damage claims pending against the Debtors --
threatens to delay the process of resolving the PD claims.

Accordingly, the Debtors insist that Judge Fitzgerald preclude
Speights & Runyan from pursuing the Disputed Claims.

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


VALOR COMMS: Dividends Will be Paid to June 30 Record Shareholders
------------------------------------------------------------------
The Board of Directors of VALOR Communications Group, Inc. (NYSE:
VCG) has declared a dividend of $0.36 per share of common stock
for the second quarter of 2006 for shareholders of record on
June 30, 2006.

The dividend is payable on July 14, 2006.

VALOR anticipates paying a pro-rated third quarter 2006 dividend
to VALOR stockholders of record as of the close of business on the
business day immediately preceding the closing date of the merger
between VALOR and Alltel Corp.'s wireline operations.  The
dividend will be paid shortly after the completion of the merger
for the period of July 1, 2006, through the closing date.

Headquartered in Irving, Texas, VALOR Communications Group --
http://www.valortelecom.com/-- is one of the largest providers of   
telecommunications services in rural communities in the
southwestern United States.  The company, through its subsidiary
VALOR Telecom, offers to residential, business and government
customers a wide range of telecommunications services, including:
local exchange telephone services, which covers basic dial-tone
service as well as enhanced services, such as caller
identification, voicemail and call waiting; long distance
services; and data services, such as providing digital subscriber
lines.  

                         *     *     *

As reported in the Troubled Company Reporter on June 8, 2006,
Standard & Poor's Ratings Services held its ratings on Valor
Communications Group Inc., including the 'BB-' corporate credit
rating, on CreditWatch, where they were placed with positive
implications on Dec. 9, 2005.


VARIG S.A.: Aircraft Trustees Want Contingency Plan Implemented
---------------------------------------------------------------
On behalf of U.S Bank National Association, Wells Fargo Bank
Northwest, N.A., and Wells Fargo Bank National Association, as
aircraft trustees, Ann Acker, Esq., at Chapman and Cutler LLP,
reminds the U.S. Bankruptcy Court for the Southern District of New
York that Eduardo Zerwes, the Foreign Representative of VARIG S.A.
and its affiliates, promised that if a bid on VARIG S.A.'s assets
is not accepted by the Brazilian Court on June 14, 2006, VARIG
will implement the contingency return plan by grounding its fleet
on June 15.  Within 24 hours, VARIG will have all planes grounded
at one of the VEM engineering facilities in Brazil.

Ms. Acker notes that June 14 has come and gone without any
approval or acceptance of the NVP bid, and VARIG has not grounded
its fleet or implemented the Contingency Plan as promised to the
U.S. Court and the aircraft lessors.  The maintenance issues and
lease defaults remain uncured, U.S. Bank's aircraft remain
grounded and partially disassembled, and the prospect for further
groundings because of the lack of resources to fund repairs
increases, Ms. Acker adds.

For months, VARIG has promised to properly maintain aircraft,
address maintenance issues and become current on postpetition
payments.  However, other than sporadic payments that coincided
with VARIG's efforts in Brazil to have its recovery plan
approved, payments have been non-existent, Ms. Acker says.

The time has come for the U.S. Court to order VARIG and the
Foreign Representatives to implement the Contingency Plan, Ms.
Acker contends.

The U.S. Court has the jurisdiction and the power to order
implementation of the Contingency Plan, Ms. Acker points out,
citing In re Laitasalo, 196 B.R. 913 (Bankr. S.D.N.Y. 1996), and
In re Board of Directors of Hopewell Int'l Ins. Ltd. (In re
Hopewell), 272 B.R. 396 (Bankr. S.D.N.Y. 2002).

The court in Laitasalo, with reference to the statements made by
foreign representatives in a bankruptcy proceeding, held that
"[t]his Court has an extraordinary critical interest in assuring
the representations made before it are honored."  The court said
that "Congress intended that debtors in foreign proceedings be
bound by bilateral orders entered [in the United States] on their
consent and orders flowing from those agreements."

Accordingly, the Laitasalo court entered an injunction against the
foreign debtors, enjoining the debtors' alter ego from prosecuting
a parallel action in Helsinki, Finland, and compelling them to
keep the foreign representative's promise that debtors would
arbitrate in the United States.

In Hopewell, the court found that it had the jurisdiction and
power to sanction the foreign representatives or debtors for
failure to comply with its orders, but found that it was
unnecessary to do so, because vacatur of the relief granted under
Section 304 of the Bankruptcy Code would provide sufficient relief
to the creditor.

The Hopewell court said that "Once [debtor] brought an ancillary
proceeding in the courts of this country to enforce the [foreign]
Injunction, and obtained an order of enforcement on condition that
any entity could move to modify or amend that order, it lost the
right to return to [the foreign courts] and obtain an injunction
enforceable in this country that would forbid an entity from
making just such a motion."

Ms. Acker also contends that by seeking relief in the U.S. Court
under Section 304 of the Bankruptcy Code by the Foreign
Representative, VARIG has submitted itself to the U.S. Court's
equitable jurisdiction.

               Creditors Aren't Protected in Brazil

The Brazilian Court has ratified the Contingency Plan, upon
recommendation of the Attorney General for the State of Rio de
Janeiro, who found that the plan complied with applicable
governing law.

Ms. Acker informs Judge Drain that the Brazilian Court has not
provided the important protections for aircraft financiers that
they would receive under the U.S. Bankruptcy Code, in either
Section 1110 rights or adequate protection.  There have been no
payments on account of declining aircraft values or lack of
maintenance, and no preserving or earmarking of funds to preserve
the collateral.

In addition, Ms. Acker says, creditors of VARIG were not permitted
to vote against the plan of reorganization, as they would be under
U.S. law.  Instead, they were required to vote for one plan or the
other.

Ms. Acker says a "no" vote was merely counted as an abstention.  
On that basis, it somewhat disingenuously was represented to the
U.S. Court that the vote was unanimous.

"It is beyond doubt that were the VARIG bankruptcy conducted
[before the U.S. Court], the rights of aircraft lessors would not
be treated in this fashion," Ms. Acker tells Judge Drain.

U.S. Bank is in the process of attempting to ask the Brazilian
Court for relief, but based on the experience of other lessors,
U.S. Bank doesn't expect it will succeed, Ms. Acker relates.

U.S. Bank and Wells Fargo ask Judge Drain to vacate the injunction
and immediately order the implementation of the Contingency Plan
with respect to all the Aircraft for orderly return of the
Aircraft of the Trustees.

The Trustees ask the U.S. Court to direct VARIG to:

   -- return the Aircraft with all parts and collateral engines
      installed in accordance with the return conditions in the
      Leases;

   -- deliver all documents relating to the use, maintenance and
      operation of the Aircraft;

   -- deregister the Aircraft from the Brazilian Register of
      Civil Aviation;

   -- procure final customs clearance allowing the Aircraft to be
      exported from Brazil with export certificates of
      airworthiness for the United States or other country as the
      Trustees may indicate; and

   -- totally cooperate with respect to remarketing or sale of
      the Aircraft, especially given the current condition of the
      Aircraft.

          Contingency Plan Implementation Should be Denied

Rick B. Antonoff, Esq., at Pillsbury Winthrop Shaw Pittman LLP, on
behalf the Foreign Representative of the Debtors, asserted that
another brief extension of the Preliminary Injunction was
necessary to allow the sale of the Debtors assets to NV
Participacoes to proceed.  Mr. Antonoff related that the Foreign
Debtors commenced the grounding of all aircraft notwithstanding
the Brazilian Court's approval of the NVP sale.

Under the terms of the sale, the Brazilian Court gave NVP until
June 23 to make a $75 million deposit to VARIG.  NVP failed to
make this deposit and Judge Luiz Roberto Ayoub subsequently called
off the sale to NVP.

Mr. Antonoff also asserted that the objecting lessors' request for
the U.S. Court to direct the implementation of the Contingency
Return Plan should be denied.

Mr. Antonoff reminds Judge Drain that the objecting lessors are
not the only parties with a stake in the outcome of the Foreign
Proceedings.  The effective liquidation of the Foreign Debtors
through implementation of the Contingency Return Plan will have
serious implications to Brazil's national economy.  VARIG is
Brazil's largest airline and employs in excess of 10,000 people,
many whom work in the United States.

With respect to U.S. Bank's request, Mr. Antonoff contends that
if, and when, it is appropriate for the U.S. Court to direct a
non-going concern liquidation of the Foreign Debtors by means of
implementation of the Contingency Return Plan, the Plan must be
implemented in the form approved by the U.S. Court, the Brazilian
Court and the Judicial Administrator appointed in the Foreign
Proceedings.

                           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. (VARIG Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VARIG S.A.: Ordered to Pay Arrears and Ground Nine ILFC Aircraft
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
denies VARIG S.A. and its debtor-affiliates' request for an
extension of time to deliver payments to International Lease
Finance Corporation.

Judge Drain directs the Foreign Debtors to immediately remove from
commercial service and ground nine ILFC Aircraft:

       Aircraft Type         MSN       Registration
       -------------         ---       ------------
          777-200           28692      PP-VRB
          757-200           26250      PP-VTT
          757-200           26247      PP-VTQ
          737-700           30635      PR-SAF
          777-200           28689      PP-VRA
          757-200           26249      PP-VTS
          757-200           26248      PP-VTR
          737-700           28224      PR-SAG
          737-300           24961      PP-VOW

The Foreign Debtors had conceded that they were in arrears to ILFC
by at least $1,672,096, including a $200,000 rent payment due on
May 31, 2006.  The Foreign Debtors agreed to keep ILFC current
with respect to rent, maintenance and other payments coming due
between May 31 and June 13, 2006, and to pay the Arrearages no
later than June 13.

Accordingly, the U.S. Bankruptcy Court directed the Foreign
Debtors to pay ILFC the Arrearages and the Current Payments by
June 12, 2006.

Pursuant to Rule 59(e) of the Federal Rules of Civil Procedure,
the Foreign Debtors sought modification of the Order to extend
the time for payment of the Arrearages and Current Payments to
June 15, 2006.

ILFC and the Foreign Debtors consequently agreed that the payments
would be delivered by June 13, 2006.

ILFC, however, complained that no payment came from the Foreign
Debtors since June 5, 2006, and that a material amount of
Additional Rent has accrued.

Judge Drain now directs the Foreign Debtors to turn over the ILFC
Aircraft by June 30, 2006, to ILFC and take all actions necessary
and appropriate to:

   (i) cause the Aircraft to be deregistered from the Brazilian
       National Agency of Civil Aviation;

  (ii) procure final customs clearance for the Aircraft allowing
       the Aircraft to be exported from Brazil with Export
       Certificates of Airworthiness for the United States of
       America;

(iii) otherwise fully cooperate with ILFC in the process of the
       deregistration of the Aircraft with respect to all other
       actions necessary and appropriate to return the Aircraft
       to ILFC, including, but not limited to, ferry flights; and

  (iv) not later than July 16, 2006, return to ILFC all aircraft
       records relating to the ILFC Aircraft.

                 VARIG Still Not Following Orders

International Lease Finance Corporation asks Judge Drain to
enforce his order directing the Foreign Debtors to immediately
remove from commercial service and ground nine ILFC aircraft.

ILFC asks the U.S. Court to hold in contempt:

   (i) Eduardo Zerwes, the foreign representative of VARIG, S.A.,
       and its affiliates,

  (ii) the Foreign Debtors,

(iii) Marcelo William Bottini, President of VARIG and Debtor Rio
       Sul Linhas Aereas S.A.,

  (iv) Paulo Mario Rossi, Director of Contracts and Purchasing of
       VARIG, and

   (v) Antonio Flavio Costa, Director of Maintenance of VARIG.

ILFC complains that the Foreign Representative, the Foreign
Debtors and the VARIG Officers continue to operate the nine ILFC
aircraft.

The daily damage to ILFC is not only the lost rent, but also the
depreciation of the ILFC Aircraft because the Foreign Debtors
continue to use them, Tracy L. Klestadt, Esq., at Klestadt &
Winters, LLP, says.  The damage exceeds $3,000,000 per month, or
$100,000 per day.

Because of the Foreign Debtors' terminal financial condition,
there is absolutely no prospect of receiving any payment for rent
and depreciation from the Foreign Debtors, Ms. Klestadt points
out.

ILFC asks Judge Drain to enter an Order:

   (i) adjudging the Contemnors in contempt for having willfully
       violated the terms of ILFC Return Orders;

  (ii) directing the Contemnors to comply with the terms of the
       ILFC Return Orders by removing the ILFC Aircraft from
       revenue service and returning them to ILFC;

(iii) assessing against the Contemnors, jointly and severally, a
       fine of $500,000 per day until the ILFC Return Orders are
       complied with;

  (iv) directing the attachment of any funds of the Contemnors
       which can be located, including those held by the
       International Air Transport Association;

   (v) directing the United States Marshall to arrest any VARIG
       aircraft, which can be found in the United States;

  (vi) directing the Contemnors to pay all reasonable attorney's
       fees, costs and damages incurred by ILFC as result of the
       failure to comply with the ILFC Return Orders;

(vii) directing the U.S. Marshall to arrest and detain the
       Foreign Representative and the VARIG Officers.

                           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. (VARIG Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VARIG S.A.: Barred From Using IATA's Ticket Clearing System
-----------------------------------------------------------
The International Air Transport Association banned VARIG S.A. from
using its ticket clearing system due to the airline's failure to
make payments, Bloomberg News reports, citing Folha de S. Paulo.

According to Bloomberg, Folha reported it will be difficult for
other airline companies to accept VARIG's passengers as a result
of IATA's decision.

Among other things, IATA provides the means to settle all billed
items sent to and from airlines around the world.  IATA represents
some 260 airlines comprising 94% of international scheduled air
traffic, according to the Association's Web site.

                            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. (VARIG Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


WACHOVIA BANK: Moody's Reviews Low-B Ratings on $34.6 Mil. Certs.
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes,
affirmed the ratings of six classes and placed the ratings of five
classes on review for possible downgrade of Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2004-WHALE 4:

   * Class A-2, $174,834,488, Floating, affirmed at Aaa

   * Class X-1, Notional, affirmed at Aaa

   * Class B, $44,778,000, Floating, upgraded to Aaa from Aa1

   * Class C, $26,340,000, Floating, upgraded to Aaa from Aa2

   * Class D, $18,438,000, Floating, upgraded to Aa2 from Aa3

   * Class E, $15,804,000, Floating, upgraded to Aa3 from A1

   * Class F, $15,804,000, Floating, upgraded to A1 from A2

   * Class G, $18,438,000, Floating, affirmed at A3

   * Class H, $23,706,000, Floating, rated Baa1; on review for
     possible downgrade

   * Class J, $39,510,000, Floating, rated Baa2; on review for
     possible downgrade

   * Class K, $31,608,000, Floating, rated Ba2; on review for
     possible downgrade

   * Class GP-1, $2,024,543, Floating, rated Baa3; on review for
     possible downgrade

   * Class GP-2, $3,036,815, Floating, rated Ba1; on review for
     possible downgrade

   * Class PII, $4,544,271, Floating, affirmed at Ba1

   * Class CW, $5,000,000, Floating, affirmed at Ba1

   * Class RC, $1,986,932, Floating, affirmed at Ba3

As of the June 15, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 61.4%
to $425.9 million from $1.1 billion at securitization.  The
Certificates are collateralized by six loans ranging in size from
9.1% to 34.2% of the pool, with the top three loan exposures
representing 66.9% of the pool.  The trust has not experienced any
losses since securitization and there are no loans currently in
special servicing.

Moody's was provided with year-end 2005 operating results for 100%
of the pool.  With the exception of the Gale Bellemead Portfolio
Loan, the credit quality of the pool has been stable since Moody's
last full review in November 2005.  The upgrade of Classes B, C,
D, E and F is due to increased credit support from loan payoffs,
loan amortization and stable overall pool performance.  Moody's
placed Classes H, J, K, GP-1 and GP-2 on review for possible
downgrade due to a decline in the credit quality of the Bellemead
Portfolio Loan, as discussed below.

The Gale Bellemead Portfolio Loan is secured by eight office
properties totaling 1.2 million square feet, all located in Troy,
Michigan.  At securitization the loan was secured by 29 office
buildings located in New Jersey, Michigan and Illinois, but all of
the properties in New Jersey and Illinois were released, leaving
only the Michigan properties.  The occupancy of the Troy
properties, at 81%, has been stable since securitization, however
there is significant near term lease rollover exposure as leases
for 26% of the premises expire between now and August 2007.

In addition, four of the properties, representing 41% of the
portfolio, are 100% leased to a single tenant, Electronic Data
Systems.  Although the financial performance of the Troy portfolio
has been stable since securitization, these properties were the
poorer performers in the original larger portfolio.  The portfolio
is now less diverse, more concentrated in a weak market, has
significant lease rollover and single tenant exposure.  The trust
balance includes the pooled loan and a
$5.1 million non-pooled loan which secures non-pooled Classes
GP-1 and GP-2.  Moody's review will incorporate the most recent
financial and market data as well as the leasing prospects for the
portfolio's available space.

The pool's largest loan is the 500-512 Seventh Avenue Loan,  which
is secured by the leasehold interest in a 1.2 million square foot
four-building office complex located in the Garment District of
midtown Manhattan.  The property is 92% leased, compared to 85.4%
at securitization. The largest tenants include May Department
Stores and The New York Times.  The loan matures in July 2006 and
the borrower has three twelve-month extension options.  Moody's
current shadow rating is Baa2, the same as at last review and at
securitization.

The second largest loan is the Prime Outlets II Loan, which is
secured by four outlet centers located in four states.  The
portfolio totals 1.1 million square feet and is 85% occupied,
compared to 82.2% at securitization.  The loan was originally
secured by five properties, but one property representing 7.3% of
the loan's allocated loan balance was released in 2005.  The loan
matures in August 2006 and the borrower has three twelve-month
extension options.  The trust balance includes the senior loan as
well as a $4.5 million loan which secures non-pooled Class PII.   
Moody's current shadow rating is Baa2, the same as at last review
and at securitization.

The third largest loan is the Ritz Carlton Loan, which is secured
by a mixed use complex consisting of a 527-room Ritz-Carlton
Hotel, a 230-room Iberville Suites Hotel, a 20,600 square foot
spa, a 23,000 square foot retail area and a 303-car parking
garage.  In June 2005 a 2,800 square foot penthouse residential
unit was released from the loan, resulting in a $444,000
prepayment.  The property is located on the western border of the
French Quarter near the New Orleans CBD.

The property suffered substantial damage in 2005 due to Hurricane
Katrina and is still closed.  It is reported that the hotel will
partially re-open in December 2006.  The outlook for the recovery
of the New Orleans convention and tourism industry remains
uncertain at this time. The loan matures in April 2007 and the
borrower has two remaining one-year extension options.  The trust
balance includes the senior loan as well as a $2 million loan
which secures non-pooled Class RC.  Moody's current shadow rating
is Ba2, the same as at last review and compared to Baa2 at
securitization.

The pool collateral is a mix of office, retail and lodging.  The
collateral properties are located in eleven states.  The highest
state concentrations are New York, Louisiana, Florida, Ohio and
New Jersey.  All of the loans are floating rate.


WERNER LADDER: U.S. Trustee Appoints Five-Member Creditors Panel
----------------------------------------------------------------
The United States Trustee for Region 3, appointed five creditors
to serve on the Official Committee of Unsecured Creditors in
Werner Holding Co. (DE), Inc., aka Werner Ladder, and its debtor-
affiliates' cases:

      (1) The Bank of New York, as Successor Trustee
          Attn: Kenny Tang
          101 Barclay Street, 8 West Corporate Trust
          New York, NY 10286
          Tel: (212) 815-2816
          Fax: (212) 815-5131

      (2) Levine Leichtman Capital Partners, III, L.P.
          Attn: Eric A. Scroggins
          335 North Maple Drive, Suite 240
          Beverly Hills, California 90210
          Tel: (310) 275-5335
          Fax: (310) 275-1441

      (3) Saint-Gobain Corporation
          Attn: Thomas L. Fitzpatrick
          1 New Bond Street,
          Worcester, Massachusetts 01615
          Tel: (508) 795-5409
          Fax: (508) 795-5266

      (4) Venture Plastics
          Attn: Steve Trapp
          P.O. Box 249, 4000 Warren Road
          Newton Falls, Ohio 44444
          Tel: (330) 872-5774
          Fax: (330) 872-3597

      (5) WXP, Inc.
          Attn: John E. Thigpen
          93 Werner Road, Building A
          Greenville, Pennsylvania 16125
          Tel: (724) 588-2000
          Fax: (724) 589-4286

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 have retained Rothschild
Inc. as their financial advisor and investment 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. 3; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WERNER LADDER: Section 341(a) Meeting Scheduled for July 21
-----------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of Werner
Holding Co. (DE), Inc., and its debtor-affiliates' creditors at
10:00 a.m., on July 21, 2006.  The meeting will be held in Room
2112 on the 2nd Floor of J. Caleb Boggs Federal Building at 844
King Street, Wilmington, Delaware.

This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

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

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 have retained Rothschild
Inc. as their financial advisor and investment banker while
Loughlin Meghji & Company serves as the Debtors' restructuring
consultants.  At March 31, 2006, the Debtors reported total assets
of $201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WINN-DIXIE: Reaches Agreement over Substantive Consolidation
------------------------------------------------------------
D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, reminds the Court that during the past several
months, the Official Committee of Unsecured Creditors has
developed a substantive consolidation compromise that the
Official Committee members unanimously support.

The Debtors have analyzed the appropriateness of consolidation
and have independently assessed the merits and fairness of the
Creditors Committee's proposed compromise.

"In order to avoid protracted litigation over the merits of the
issue, the Debtors intend to file a plan of reorganization and
disclosure statement this month, within their exclusive period,
that will contain the Official Committee's proposed compromise of
substantive consolidation issues," Mr. Baker relates.

The Debtors argue that by moving for substantive consolidation at
this time, independent of any plan of reorganization, the Ad Hoc
Trade Committee seeks to deprive the Debtors of their exclusive
opportunity to file and solicit acceptances of a consensual
reorganization plan.

"Setting the Consolidation Motion for hearing during the Debtors'
exclusive period would compel the parties to engage in bitter and
lengthy litigation over the issue of substantive consolidation
and prevent the Debtors and the Official Committee from
achieving, through a consensual plan of reorganization, the
compromise of this issue that they have been working on for the
past several months," Mr. Baker says.

Moreover, Mr. Baker asserts, permitting litigation over the
merits of substantive consolidation to go forward on a path
parallel to the confirmation of the Debtors' plan would have the
effect of subjecting the estates to a contest over competing
plans wholly violative of the notion of exclusivity.

Specifically, Mr. Baker argues that:

    1. Substantive Consolidation is plan determinative.  A court
       order granting a motion to substantively consolidate the
       Debtors' estates therefore would necessarily dictate
       substantial terms of any reorganization plan.

    2. The Court should not grant the Consolidation Motion during
       the Debtors' Exclusivity Period.  The Consolidation Motion
       undermines the important bankruptcy policies of debtor
       exclusivity and democratic reorganization, thus, the Court
       should abate the Consolidation Motion.

    3. The Consolidation Motion is an attempt to circumvent the
       provisions of Section 1121 of the Bankruptcy Code.  The
       Trade Committee may move for consolidation in connection
       with its own reorganization plan only after it takes the
       steps mandated by Congress for ending Debtor exclusivity
       and filing its own reorganization plan.

    4. The Consolidation Motion is not ripe for adjudication.  The
       Trade Committee members have not suffered any injury or the
       lack thereof with respect to substantive consolidation.  At
       this point, any injury is mere speculation, and there is no
       harm to be remedied at this juncture.

Accordingly, Winn-Dixie Stores, Inc., and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Middle District of Florida
to deny or abate the Consolidation Motion because it violates the
Debtors' exclusive right to file a plan of reorganization.

                            IRS Objects

The Internal Revenue Service is a creditor of the Debtors and its
claims range from $82,000,000 to $84,000,000.

Majority of the IRS claims, approximately $81,800,000, arise from
Winn-Dixie Stores, Inc.'s consolidated federal income tax
liabilities.  The 23 entities that are included on Winn-Dixie's
consolidated federal income tax return are jointly and severally
liable for those tax liabilities.  Certain Debtors also have
liabilities for federal employment and excise taxes.

Deborah M. Morris, Esq., trial attorney for the Tax Division of
the U.S. Department of Justice, notes that the Trade Committee
seeks to file under seal documentation supporting its motion to
consolidate, including its brief in support of the motion and an
affidavit of M. Freddie Reiss.  The Trade Committee said that the
documentation was obtained from the Debtors pursuant to a
confidentiality agreement.

According to Ms. Morris, the Debtors have indicated that will
allow the disclosure of the supporting documentation, but only if
a party executes a confidentiality agreement.

"The Internal Revenue Service has requested that it be provided
the supporting documentation, without executing a confidentiality
agreement, so that it can determine whether it opposes the
consolidation motion.  Without seeing the documents supporting
the consolidation motion, the IRS cannot make any such
determination.  The parties have failed to provide the supporting
documentation to the IRS, and the IRS has not seen either the
brief in support of the Motion to Consolidate or the supporting
affidavit," Ms. Morris relates.

Ms. Morris points out that Trade Committee's Consolidation Motion
could have a major impact on other creditors of the Debtors'
bankruptcy estates.  "By the Motion to File Under Seal, the Trade
Committee not only seeks to block public access to the supporting
documentation, but also to restrict access by creditors and other
interested parties in [the Debtors'] bankruptcy cases, parties
that could be directly impacted by a substantive consolidation."

Ms. Morris argues that the Consolidation Motion contains no
evidence to support consolidation.  Rather, she says, it only
asserts that consolidation is appropriate, leaving creditors
unable to determine whether their interests will be impaired.

The Trade Committee asserts, Ms. Morris notes, that no one will
be prejudiced by the sealing of the documentation because
creditors can obtain the supporting documentation by signing a
confidentiality agreement.  She points out that Trade Committee
ignores (i) the fact that creditors should not be forced to sign
confidentiality agreements where no need for confidentiality may
exist, and (ii) the public's right of access to court records.

Thus, the United States government asks the Court to deny the
Trade Committee's Motion to File Documents Under Seal.

                  Agreement in Principle Reached

The Business Journal of Jacksonville reports that Winn-Dixie
Stores, Inc., the Official Committee of Unsecured Creditors and
the Ad Hoc Trade Committee had agreed, in principle, on how to
consolidate the company's outstanding debts.

However, according to the Business Journal, attorneys
representing Winn-Dixie and the official creditors' committee
declined to discuss how the agreement came about.

Michael Freitag, Winn-Dixie's spokesman, told Reuters that if
Winn-Dixie files its reorganization plan by June 29, a Court
hearing on the plan and disclosure statement will be held on
August 4 to address related matters.  The company expects to
emerge from bankruptcy protection in late October, Reuters
reports citing Mr. Freitag.

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 Deloitte Tax to Provide Tax-Related Services
--------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to retain Deloitte Tax LLP, nunc pro tunc to May 9, 2006, to
provide tax services related to the Debtors' plan of
reorganization and emergence from Chapter 11.

As a result of a loss of key personnel in their tax department,
the Debtors lack the internal expertise to address the many plan
and emergence tax-related issues they will face without the
advice of outside professionals.

Deloitte Tax has substantial experience in providing plan and
emergence tax advice to Chapter 11 debtors and is well suited to
provide tax services to the Debtors.

Deloitte Tax will:

    (1) assist the Debtors' tax department with its overall
        coordination and management of the bankruptcy emergence
        process including tax bankruptcy work plan evaluation,
        management and execution;

    (2) provide tax consulting on settlement of prepetition
        claims, treatment of inter-company balances, asset
        dispositions, damages relating to rejected leases or other
        contracts, pending litigation or disputed claims,
        reduction in tax attributes and resulting deferred taxes,
        and determination of the availability, limitations, and
        preservation of tax attributes;

    (3) assist the Debtors in determining:

        (a) the likely amount of cancellation of indebtedness
            income;

        (b) the effect of tax attribute reduction for federal and
            state purposes;

        (c) whether an ownership change will occur as a result of
            the proposed Plan;

        (d) whether the Debtors would potentially qualify for and
            benefit from the special bankruptcy exceptions
            contained in Section 382(1)(5) and (1)(6) and
            applicable state tax laws;

    (4) assist the Debtors in evaluating the tax basis subsidiary
        stock under applicable consolidated return regulations
        and, if there is an excess loss of account with respect to
        the stock of any subsidiary, providing tax consulting to
        the Debtors regarding methods it may employ to minimize
        the income recognition related thereto;

    (5) advise the Debtors in their efforts to determine the tax
        treatment of postpetition interest and reorganization
        costs; and

    (6) document, as appropriate, the tax analysis, opinions,
        recommendations, conclusions, and correspondence for any
        tax issue or other tax matters.

The Debtors will pay Deloitte Tax according to these hourly
rates:

        Partners              $485 to $600
        Senior Managers       $425 to $500
        Managers              $325 to $425
        Senior Staff          $230 to $325
        Staff                 $190 to $230
        Paraprofessionals      $80 to $125

The Debtors will also reimburse Deloitte Tax for reasonable
expenses, including, without limitation, travel and delivery
services.

Stephen J. Burke, a partner of Deloitte Tax, assures the Court
that Deloitte Tax is a "disinterred person" within the meaning of
Sections 101(14) and 327(a) of the Bankruptcy Code.  Mr. Burke
says his firm holds no adverse interest to the Debtors.

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: Court Okays Young Conaway as Committee's Counsel
--------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware authorized the Official Committee of
Unsecured Creditors appointed in World Health Alternatives, Inc.,
and its debtor-affiliates' chapter 11 cases, to retain Young,
Conaway, Stargatt & Taylor, LLP, as its counsel, nunc pro tunc to
March 6, 2006.

As reported in the Troubled Company Reporter on March 20, 2006,
Young Conaway will:

     a) assist and advise the Committee in its consultation with
        the Debtors and the U.S. Trustee relative to the
        administration of the Debtors' chapter 11 cases;

     b) review, analyze and respond to pleadings filed by the
        Debtors and participate in hearings on these pleadings;

     c) assist and advise the Committee in its examination and
        analysis of the conduct of the Debtor's affairs and
        financial condition;

     d) assist the Committee in the review, analysis and
        negotiation of the disclosure statement accompanying any
        plan of reorganization, and any asset acquisition
        proposal;

     e) take all necessary actions to protect the rights and
        interests of the Committee;

     f) represent the Committee in connection with the exercise of
        its powers and duties under the Bankruptcy Code and in
        connection with the Debtors' chapter 11 cases;

     g) prepare, on behalf of the Committee, all necessary
        motions, applications, answers, orders, reports and papers
        in support of positions taken by the Committee;

     h) assist the Committee in the review, analysis and
        negotiation of any financing arrangements; and

     i) perform all other necessary legal services in connection
        with the Debtors chapter 11 cases.

The current standard hourly rates for Young Conaway's
professionals are:

        Professional                          Hourly Rate
        ------------                          -----------
        Pauline K. Morgan, Esq.                   $460
        M. Blake Cleary, Esq.                     $385
        Erin Edwards, Esq.                        $240
        Sanjay Bhatnagar, Esq.                    $210
        Kim Beck, Paralegal                       $145

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

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.  
Lawyers at Young, Conaway, Stargatt & Taylor, LLP, represent the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts between $50 million and $100 million.


WORLD HEALTH: Panel Hires NachmanHaysBrownstein as Fin'l Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
World Health Alternatives, Inc., and its debtor-affiliates
obtained authority from the Honorable Peter J. Walsh of the
U.S. Bankruptcy Court for the District of Delaware to retain
NachmanHaysBrownstein, Inc., as its financial advisor, nunc pro
tunc to March 6, 2006.

NachmanHaysBrownstein will:

   (a) review and analyze the business, management, operations,
       properties, financial condition and prospects of the
       Debtors;

   (b) review the assumptions underlying the business plans and
       cash flow projections for the assets involved in any
       potential transactions;

   (c) determine the reasonableness of the projected performance
       of the Debtors;

   (d) monitor, evaluate and report to the Committee with respect
       to the Debtors' near term liquidity needs, material
       operational changes and related financial and operational
       issues;

   (e) review and analyze all material contracts and agreements;

   (f) assist, procure and assemble any necessary validations of
       asset values;

   (g) provide ongoing assistance to the Committee and the
       Committee's legal counsel;

   (h) assist in the selection of accountants and forensic
       auditors and supervise the activities of those accountants
       and forensic auditors;

   (i) evaluate Debtors' capital structure and make
       recommendations to the Committee with respect to the
       Debtors' efforts to reorganize their business operations
       and confirm a Plan of Reorganization;

   (j) assist the Committee with evaluating all aspects of the
       sale of the Debtors' businesses or assets; and

   (k) provide ongoing analysis of the Debtors' financial
       condition, business plans, capital spending budgets,
       operating forecasts, management and the prospects for their
       future performance.

Edwin T. Gavin, CTP, a managing director at NachmanHaysBrownstein,
discloses that he and John Bambach, Jr., will be primarily
responsible for this engagement.  Both of them bill $375 per hour.  
Other principals, advisors and associates will bill in the range
of $250 to $450 per hour.

Mr. Gavin assures the Court that NachmanHaysBrownstein, Inc., does
not hold any interest adverse to the Debtors, their estates, or
parties-in-interest.

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.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Abraxas Petro           ABP         (22)         125       (6)
AFC Enterprises         AFCE        (44)         176       31
Adventrx Pharma         ANX         (26)          23      (27)
Alaska Comm Sys         ALSK        (29)         550       12
Alliance Imaging        AIQ         (29)         683       19
AMR Corp.               AMR      (1,272)      29,918   (1,924)
Atherogenics Inc.       AGIX       (114)         227      182
Bally Total Fitn        BFT      (1,463)         486     (442)
Biomarin Pharmac        BMRN         46          488     (322)
Blount International    BLT        (134)         462      129
CableVision System      CVC      (2,468)      12,832    2,643
CCC Information         CCCG        (95)         112       34
Centennial Comm         CYCL     (1,069)       1,409       32
Cenveo Inc              CVO         (56)       1,045      157
Choice Hotels           CHH        (148)         274      (68)
Cincinnati Bell         CBB        (727)       1,888       33
Clorox Co.              CLX        (427)       3,622     (258)
Cogdell Spencer         CSA         133          373      N.A.
Columbia Laborat        CBRX         11           43       24
Compass Minerals        CMP         (59)         702      171
Crown Holdings I        CCK          46        6,885      171
Crown Media HL          CRWN       (165)       1,229       93
Deluxe Corp             DLX         (71)       1,394     (264)
Denny's Corporation     DENN       (261)         505      (75)
Domino's Pizza          DPZ        (632)         387      (10)
Echostar Comm           DISH       (690)       8,935    1,438
Emeritus Corp.          ESC        (105)         725      (19)
Emisphere Tech          EMIS        (26)          13      (11)
Empire Resorts I        NYNY        (28)          57       (5)
Encysive Pharm          ENCY        (38)         119       82
Foster Wheeler          FWLT       (239)       2,032      (52)
Gencorp Inc.            GY          (84)       1,002       (3)
Graftech International  GTI        (175)         919      286
H&E Equipment           HEES        204          667       13
Hollinger Int'l         HLR        (198)       1,038     (271)
I2 Technologies         ITWO        (65)         195      (20)
ICOS Corp               ICOS        (51)         248      121
IMAX Corp               IMAX        (25)         238       33
Incyte Corp.            INCY        (38)         399      189
Indevus Pharma          IDEV       (134)          86       50
Koppers Holdings        KOP        (100)         556      150
Kulicke & Soffa         KLIC         46          399      204
Labopharm Inc.          DDS          (8)          46        9
Level 3 Comm. Inc.      LVLT       (546)       8,284      713
Ligand Pharm            LGND       (212)         289     (144)
Lodgenet Entertainment  LNET        (70)         261        7
Maxxam Inc.             MXM        (661)       1,048      101
Maytag Corp.            MYG        (187)       2,954      150
McDermott Int'l         MDR         (50)       3,160      277
McMoran Exploration     MMR         (38)         411       (1)
Movie Gallery           MOVI       (171)       1,248     (843)
NPS Pharm Inc.          NPSP       (129)         287      212
New River Pharma        NRPH          3           96       82
Omnova Solutions        OMN          (6)         366       67
ON Semiconductor        ONNN       (224)       1,211      251
Qwest Communication     Q        (3,060)      21,126     (923)
Riviera Holdings        RIV         (30)         219        7
Rural/Metro Corp.       RURL        (93)         302       50
Rural Cellular          RCCC       (500)       1,427      144
Sepracor Inc.           SEPR       (128)       1,284      906
St. John Knits Inc.     SJKI        (52)         213       80
Sulphco Inc.            SUF          31           42       32
Sun Healthcare          SUNH         (1)         531      (46)
Tivo Inc.               TIVO        (33)         143       19
USG Corp.               USG        (496)       6,522    1,956
Vertrue Inc.            VTRU        (24)         466      (78)
Weight Watchers         WTW         (42)         856      (69)
Worldspace Inc.         WRSP     (1,516)         682      197
WR Grace & Co.          GRA        (548)       3,506      881

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero Jainga, Joel Anthony
Lopez, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Cherry A.
Soriano-Baaclo, Christian Q. Salta, Jason A. Nieva, Lucilo M.
Pinili, Jr., Tara Marie A. Martin and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***