TCR_Public/060628.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, June 28, 2006, Vol. 10, No. 152

                             Headlines

360NETWORKS: $100 Mil. Claim against Asia Global Crossing Survives
ABB LUMMUS: U.S. Trustee Appoints Seven-Member Asbestos Committee
ABB LUMMUS: Asbestos Panel Taps Frank/Gecker as Bankruptcy Counsel
ADELPHIA COMMS: Century-TCI & Parnassos Debtors File Modified Plan
AES CORP: Registers 2 Million Common Shares Under Thrift Plan

ALLEGHENY ENERGY: Philip Goulding Replaces Jeffrey Serkes as CFO
ALLEGHENY ENERGY: Fitch Upgrades Issuer Default Rating to BB+
ALLIED HOLDINGS: Wants to Borrow Under Fifth Amended Credit Pact
ALLIED HOLDINGS: Wants to Cut Teamsters' Pay by 10% Until Sept.
ALLIED HOLDINGS: Wants to Assume Amended GECC and BOA Lease Pacts

ALLIED SECURITY: Moody's Holds Junk Rating on $178 Mil. Sr. Notes
AMT INC: Case Summary & 20 Largest Unsecured Creditors
ANCHOR GLASS: BNY, Panel Want to Dismiss Adversary Proceeding
ANCHOR GLASS: Court Approves Amended Motts/Snapple Contract
AQUA SOCIETY: Posts $1 Mil. Net Loss in 2006 Second Fiscal Quarter

ARADIGM CORPORATION: Low Equity Prompts Nasdaq Delisting Notice
ARVINMERITOR INC: Fitch Rates New $1.15 Billion Facilities at BB+
ASIA GLOBAL: Trustee Hasn't Eliminated 360networks' $100MM Claim
BEAZER HOMES: Completes Placement of $103 Mil. Unsecured Jr. Notes
BEDFORD CDO: Improved Credit Quality Cues Moody's to Place Watch

BIOVEST INTERNATIONAL: Equity Deficit Tops $3 Million at March 31
BOUNDLESS CORP: Exits from Chapter 11 Bankruptcy Protection
BUFFALO COAL: Committee Hires Thorp Reed as Bankruptcy Counsel
C.E.M. CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
CATHOLIC CHURCH: Spokane & Oregon Auto Settle Claim Fight for $6M

CATHOLIC CHURCH: Portland Wants Robert Fleming's Claims Dismissed
CEDAR FAIR: S&P Rates $2.095 Bil. First-Lien Sr. Facilities at BB-
CHARLES SISSON: Case Summary & 8 Largest Unsecured Creditors
CHESAPEAKE ENERGY: Launches $500 Million Sr. Notes Public Offering
CHESAPEAKE ENERGY: Moody's Rates $500 Million Sr. Notes at Ba2

CITIZENS COMMS: Launches New Customer Operations Strategy
COLETO CREEK: Improved Prospects Cue Moody's to Upgrade Ratings
CONSOLIDATED MEDICAL: Reports $57,000 First Quarter Loss
CSK AUTO: Launches Tender Offers for $450 Million Senior Notes
D&M FINANCIAL: Ch. 7 Trustee Hires Rothbard Rothbard as Counsel

DALRADA FINANCIAL: March 31 Balance Sheet Upside-Down by $19 Mil.
DANA CORPORATION: Can Continue Director Compensation Program
DANA CORPORATION: Wants to Walk Away from 22 Contracts & Leases
DANA CORP: Adopts Protocol to Pay Non-Debtor Fees & Expenses
DELPHI CORP: Has Exclusive Right to File Plan Until February 2007

DELPHI CORP: Auditor Continues Analysis of 2005 Annual Report
DELPHI CORP: Signs Five-Year Lease Deal with Western States Tech.
DELTA AIR: Wants to Walk Away From Hillsborough Lease & Debt Pact
DELTA AIR: Wants Court Okay on Hiring Ernst & Young as Auditors
DELTA AIR: Comair Wants to Reject CBA with Flight Attendants

DEMIRCO GROUP: Bank Needs 2 Creditors to Join Involuntary Petition
DOMINICK PARISI: Case Summary & 20 Largest Unsecured Creditors
EASTMAN KODAK: Refinances $500 Million 6.375% Medium-Term Notes
EASY GARDENER: Taps Trimingham as Management Consultant
ENTREMETRIX CORP: Balance Sheet Upside-Down by $1 Mil. at March 31

HEARTLAND INC: Posts $368,811 Net Loss in 2006 First Quarter
HILLMAN GROUP: Moody's Rates Proposed $275 Million Sr. Loan at B2
INDUSTRIAL ENTERPRISES: Applies for Listing on the NASDAQ Market
INTEGRATED SECURITY: Inks Royalty Agreement with Renn III, et. al
INTEPOOL INC: Earns $53.31 Million in Quarter Ended March 31

ISORAY INC: Investment Fund Extends $1.4 Million Loan
KAISER ALUMINUM: Wants $77.7 Mil. Deal with CNA Insurers Approved
KAISER ALUMINUM: Wants Asbestos Escrow Funds Returned
KANSAS CITY SOUTHERN: Appoints Arthur Shoener as President & COO
KENDLE INTERNATIONAL: S&P Rates Proposed $225 Mil. Loans at B+

KERR-MCGEE CORP: Anadarko Merger Prompts Fitch's Positive Watch
KWIK SERVICES: Voluntary Chapter 11 Case Summary
LEAP WIRELESS: Closes $1.1 Bil. Senior Secured Credit Facilities
LONG ISLAND: Holtz Rubenstein Raises Going Concern Doubt
MALLARD CABLEVISION: Trustee Wants Final Decree Delayed to Dec. 31

MEDIA GENERAL: Completes Purchase of Four NBC Stations
MERIDIAN AUTOMOTIVE: Files Compendium to First Amended Joint Plan
MERIDIAN AUTOMOTIVE: Projected Data Underpinning 1st Amended Plan
MERIDIAN AUTOMOTIVE: Files 2nd Amended Plan & Disclosure Statement
MERIDIAN AUTO: Creditor Constituents Support Reorganization Plan

MICHAEL MADDOX: Voluntary Chapter 11 Case Summary
MILE HIGH: Case Summary & 19 Largest Unsecured Creditors
MSO HOLDINGS: Amends 2006 First Quarter Financial Statements
NORTHWEST AIRLINES: Inks Stipulation to Set Off Chicago City Debts
NORTHWEST AIRLINES: Wants Court Nod on Calif. Counties Settlement

NORTHWEST AIRLINES: Court Amends Order on Investment Guidelines
NRG ENERGY: Launches Comprehensive Repowering Initiative
O'SULLIVAN INDUSTRIES: PwC Expresses Going Concern Doubt
OTIS SPUNKMEYER: Moody's Holds B1 Ratings on $192.5 Million Loans
OWENS-BROCKWAY: $826 Mil. of 8-7/8% Senior Secured Notes Tendered

PARADISE MUSIC: Kelly Hickel Resigns as Chief Executive Officer
PHASE III: Posts $1.1 Million Net Loss for Quarter Ended March 31
PIER 1: Board Declares $0.10 Per Share Quarterly Cash Dividend
PORTRAIT CORP: Eisner LLP Raises Going Concern Doubt
PROGRESSIVE GAMING: Incurs $8,849,000 Net Loss in First Quarter

R.J. REYNOLDS: Fitch Assigns BB+ Rating to Secured Exchange Notes
RBS GLOBAL: Gets Requisite Consents of 10-1/8% Senior Sub. Notes
REFCO INC: Court Sets July 17 as RMF Debtors' Claims Bar Date
REFCO INC: Wants Removal Period Further Extended to September 8
RITE AID: Earns $10.9 Million in First Quarter 2006

SATELLITE ENTERPRISES: Mar. 31 Balance Sheet Upside-Down by $2.7MM
SEMGROUP: Canceled TransMontaigne Buy Cues Fitch to Hold Ratings
SEQUENOM INC: Closes $33 Million Private Placement Financing
SILICON GRAPHICS: Creditors Panel Supports Reorganization Plan
SKYLINE SHEET: Case Summary & 20 Largest Unsecured Creditors

SOFTNET TECHNOLOGY: Posts $1.1 Mil. Net Loss in Qtr. Ended Mar. 31
SPANCRETE OF FLORIDA: Ct. Says Deposited Funds are Estate Property
ST. MARYS: Moody's Rates Proposed $550 Million Loan at Ba3
SYNTHETECH INC: Losses Spur KPMG to Raise Going Concern Doubt
TECHALT INC: March 31 Balance Sheet Upside-Down by $9.4 Million

TEKNOWLEDGE CORP: Posts $474,919 Net Loss in Period Ended March 31
TERAYON COMMUNICATION: Two Members Resign from Board of Directors
THOMAS EQUIPMENT: Discloses Status of Laurus Payment Obligations
TRANS ENERGY: Posts $1.8 Million Net Loss in First Quarter 2006
TRIMAS CORP: High Leverage Prompts Moody's to Hold Ratings

USA COMMERCIAL: Gets OK to Hire Schwartzer & McPherson as Counsel
USA COMMERCIAL: Panels Tap Shea & Carlyon as Special Counsel
VARIG S.A.: Ct. to Rule on Preliminary Injunction Extension Today
VARIG S.A.: Willis Wants Judgment on Nine Leased Engines
VIDEO WITHOUT BOUNDARIES: Equity Deficit Tops $3.3 Mil. at Mar. 31

WERNER LADDER: Wants to Hire Rothschild as Financial Advisors
WERNER LADDER: Court Approves Kurtzman Carson as Claims Agent
WERNER LADDER: Has Until Aug. 11 to File Schedules and Statements
WHITE RIVER: Court Okays Greenebaum Doll as Bankruptcy Counsel
WILLBROS GROUP: Post $4.6 Million Net Loss in 2006 First Quarter

WINN-DIXIE: Court Okays Sale of Store 217 to Wal-Mart for $625,000
WINN-DIXIE: Vogel Files $431,647 Claim for Rejection Damages
WORLDCOM INC: Court Disallows Larice Davis' $5 Million Claim
WORLDCOM INC: Court Approves Stipulation Continuing Tulsa Action
WORLDCOM INC: Judith Whittaker Files Pre-Hearing Memorandum

XFORMITY TECH: Restating 2005 Annual Report Due to Errors

* LeBoeuf Lamb Adds Ten New Attorneys in Chicago and New York

* Upcoming Meetings, Conferences and Seminars


                             *********


360NETWORKS: $100 Mil. Claim against Asia Global Crossing Survives
------------------------------------------------------------------
The Hon. Stuart M. Bernstein says the allegedly constructively
fraudulent nature of Asia Global Crossing, Ltd.'s guarantee
obligation did not provide basis for disallowing 360networks'
$100 million claim based on that guarantee.  

This decision is the latest in Chief Judge Bernstein's disposition
of a series of summary judgment motions made by 360networks or
Robert L. Geltzer, Esq., the trustee overseeing the chapter 7
liquidation of Asia Global Crossing, Ltd.'s estate, or both,
relating to 360networks' $100 million proof of claim.  The prior
decisions are reported at 326 B.R. 240, 332 B.R. 520 and 333 B.R.
199.  

                      A. The Transaction

On March 30, 2001, GC Bandwidth, Inc. and 360networks entered into
a Master Agreement pursuant to which GC Bandwidth agreed to
provide telecommunications capacity to 360networks upon demand.  
360networks prepaid $100 million for the capacity.  On the same
day, Asia Global signed a Guaranty of GC Bandwidth's obligations
under the Master Agreement.  The Guaranty only covered
telecommunications capacity ordered on or before March 30, 2003.

On October 21, 2002, Global Crossing and various affiliates,
including GC Bandwidth, entered into a settlement agreement with
360networks and many of its affiliates.  Among other things, GC
Bandwidth and 360networks released each other from any and all
claims relating to the Master Agreement.  The release expressly
excluded Asia Global and any obligations arising under the
Guaranty.

On November 17, 2002, Asia Global filed for relief under chapter
11.  It simultaneously filed a motion to sell substantially all of
its assets to Asia Netcom Corporation Limited.  The Guaranty was
an "excluded liability" that Asia Netcom did not agree to assume.  
The Asia Netcom transaction was approved by the Bankruptcy Court
on January 29, 2003, and consummated on March 10, 2003.  Three
months later, on June 10, 2003, the Court converted Asia Global's
chapter 11 case to chapter 7, and Mr. Geltzer became the trustee.

                    B. The Prior Proceedings

In February 2003, 360networks filed a $100 million proof of claim
based on the Guaranty, and the Chapter 7 Trustee objected on
several grounds.  The initial skirmish involved the parties'
cross-motions for summary judgment.  The trustee argued that
360networks never ordered telecommunications capacity in
accordance with the Master Agreement, and hence, failed to satisfy
the condition precedent to liability under the Master Agreement
and the Guaranty.  360networks countered that Asia Global had
committed various anticipatory breaches that excused the ordering
requirement.

The Court denied the trustee's motion and granted 360networks'
motion to the extent of deciding that Asia Global committed an
anticipatory breach on January 29, 2003 -- but not before then.  
326 B.R. at 256.  The Court also held that 360networks would have
prove at trial that but for the breach, it was ready, willing and
able to perform (i.e., demand telecommunications capacity) during
the two months remaining before the Guaranty expired.  Id. at 257.  
Both parties cross-moved for reargument.  The Court denied the
trustee's motion, and granted 360networks' motion in part, but
adhered to its original decision.  332 B.R. 520.  The opinion
published at 333 B.R. 199 dealt with an issue that bears directly
on the current dispute.  The trustee contended that the Guaranty
was a fraudulent obligation under New York law.  Acknowledging
that the statute of limitations had run on his avoidance claim,
the trustee nevertheless objected to the Guaranty claim under
11 U.S.C. Sec. 502(d).  Chief Judge Bernstein held that
Sec. 502(d) applies to avoidable "transfers" but does not apply to
avoidable "obligations."  Hence, the Trustee can't object to
360networks' claim on that basis.  333 B.R. at 204.

                      C. This Motion

At some point in these proceedings, the trustee refined his
fraudulent conveyance argument to include what he describes as a
"common law" fraudulent conveyance defense.  In substance, he
contends that even though his affirmative avoidance claim is
time-barred and Sec. 502(d) does not apply, he can still defeat
the claim because it is based on an otherwise avoidable fraudulent
obligation.

360networks moved for partial summary judgment striking this part
of the claim objection.  It offers several reasons why the defense
is unavailable under bankruptcy and non-bankruptcy law.  In
addition, 360networks contends that a prior release contained in a
confirmed Canadian bankruptcy plan means that no unsecured
creditor existed on the Asia Global petition date that could have
sued 360networks to avoid the obligation, as required under 11
U.S.C. Sec. 544(b).  

Chief Judge Bernstein says Asia Global's prepetition guarantee of
a related corporate entity's performance under a contract to
provide telecommunications capacity to the claimant was supported
by sufficient consideration in the form of the payment made to the
related entity.  Therefore, the debtor's obligation under the
guarantee was enforceable under the common law, even if the debtor
did not receive "fair consideration," for purposes of the New York
statute addressing constructively fraudulent transfers, and was
insolvent when it signed the guarantee.  Accordingly, the
allegedly constructively fraudulent nature of the guarantee
obligation did not render the obligation unenforceable under
non-bankruptcy law, and did not give the trustee a basis for
disallowing a claim based on the guarantee.

                         About Asia Global

Asia Global Crossing Ltd., through its direct and indirect
subsidiaries, as well as through a number of in-country joint
ventures and commercial arrangements with Asian partners, provided
the Asia Pacific region with a broad range of integrated
telecommunications and IP services.  The Company filed for chapter
11 protection on Nov. 17, 2002 (Bankr. S.D.N.Y. Case No.
02-15749).  When the Debtor filed for protection from its
creditors, it listed $2,279,771,000 in total assets and
$2,616,316,000 in total debts.  David M. Friedman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, represented the Debtor
in its restructuring efforts.  The Court converted the Debtor's
chapter 11 case to a chapter 7 proceeding on June 11, 2003.  The
Court appointed Robert L. Geltzer as the Debtor's chapter 7
trustee.  Attorneys at Golenbock Eiseman Assor Bell & Peskoe LLP
represent Mr. Geltzer.

                        About 360Networks

Headquartered in Vancouver, British Columbia, 360networks, Inc.
-- http://www.360.net/-- is a leading independent provider of  
fiber optic communications network products and services
worldwide.  The Company and its 22 debtor-affiliates filed for
chapter 11 protection on June 28, 2001 (Bankr. S.D.N.Y. Case No.
01-13721), obtained confirmation of a plan on October 1, 2002, and
emerged from chapter 11 on November 12, 2002. Alan J. Lipkin,
Esq., and Shelley C. Chapman, Esq., at Willkie Farr & Gallagher,
represent the Company before the Bankruptcy Court.  When the
Debtors filed for protection from its creditors, they listed
$6,326,000,000 in assets and $3,597,000,000 in liabilities.


ABB LUMMUS: U.S. Trustee Appoints Seven-Member Asbestos Committee
-----------------------------------------------------------------
The U.S. Trustee for Region 3 appointed seven members to serve on
an Official Committee of Asbestos Claimants in ABB Lummus Global,
Inc.'s chapter 11 case.

    1. Floyd Riley
       7530 Forest Park Drive
       Beaumont, Texas 77707
       Tel: (409) 866-1330

    2. Michael J. Amato
       148-17 59th Avenue
       Flushing, New York 11355
       Tel: (718) 886-0434

    3. Jean Rivers
       On behalf of the estate of Ambrosia J. Garcia
       341 East Suncrest Loop,
       Slidell, Louisiana 70458
       Tel: (504) 949-1132

    4. Robert E. Goodwin
       c/o Brayton Purcell, LLP
       222 Rush Landing Road, P.O. Box 6169,
       Novato, California 94948
       Tel: (415) 898-1555
       Fax: (415) 898-1247

    5. Ofelia Martinez
       On behalf of the estate of Carlos Martinez
       4549 Hackett Avenue
       Lakewood, California 90713
       Tel: (562) 425-3361

    6. Joseph De Cicco
       On behalf of the estate of Mary De Cicco
       2967 Paine Street
       Bronx, New Jersey 10461

    7. August De Stefano
       1307 Edgewater Club Road
       Wilmington, North Carolina 28405

Headquartered in Houston, Texas, ABB Lummus Global Inc. --
http://www.abb.com/lummus/-- offers advanced process    
technologies, project management, engineering, procurement and
construction-related services for the oil and gas, petroleum
refining and petrochemical process industries.  The group oversees
the construction of process plants and offshore facilities.  The
company filed for chapter 11 protection on Apr. 21, 2006 (Bankr.
D. Del. Case No. 06-10401).  Jeffrey N. Rich, Esq., at Kirkpatrick
& Lockhart Nicholson Graham LLP, represents the Debtor.  Laura
Davis Jones, Esq., at Pachulski, Stang, Ziehl Young, Jones &
Weintraub, LLP, serves as the Debtor's co-counsel.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtor's case.   When the Debtor filed for protection from its
creditors, it estimated more than $100 million in assets and
debts.


ABB LUMMUS: Asbestos Panel Taps Frank/Gecker as Bankruptcy Counsel
------------------------------------------------------------------
The Official Committee of Asbestos Claimants appointed in ABB
Lummus Global Inc.'s chapter 11 case asks the U.S. Bankruptcy
Court for the District of Delaware for permission to employ
Frank/Gecker LLP as its bankruptcy counsel, nunc pro tunc to
June 12, 2006.

Frank/Gecker will:

    a. give the Committee legal advice with respect to its powers
       and duties in this case;

    b. assist the Committee in its investigation of the acts,
       conduct, assets and insurance, liabilities, financial
       condition, and operation of the Debtor's business and any
       other matters relevant to the case, if necessary;

    c. advise the Committee with respect to the review, analysis
       and confirmation of a plan of reorganization; and

    d. perform all other legal services as required.

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

       Professional               Designation        Hourly Rate
       ------------               -----------        -----------
       Frances Gecker, Esq.       Partner                $500
       Joseph D. Frank, Esq.      Partner                $500
       Michael Golde, Esq.        Partner                $450
       Dwight Palmer, Esq.        Of Counsel             $500
       Fritz E. Freidinger, Esq.  Of Counsel             $400
       Micah R. Krohn, Esq.       Senior Counsel         $350
       Jeremy C. Kleinman, Esq.   Associate              $300
       Zane L. Zielinski, Esq.    Associate              $220
       Christina S. Smith         Paralegal              $165

Joseph D. Frank, Esq., a partner at Frank/Gecker, tells the Court
that the firm has received a $100,000 retainer.

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

Mr. Frank can be reached at:

         Joseph D. Frank, Esq.
         Frank/Gecker LLP
         325 North LaSalle, Suite 625
         Chicago, Illinois 60610
         Tel: (312) 276-1400
         Fax: (312) 276-0035
         http://www.fgllp.com/

Headquartered in Houston, Texas, ABB Lummus Global Inc. --
http://www.abb.com/lummus/-- offers advanced process    
technologies, project management, engineering, procurement and
construction-related services for the oil and gas, petroleum
refining and petrochemical process industries.  The group oversees
the construction of process plants and offshore facilities.  The
company filed for chapter 11 protection on Apr. 21, 2006 (Bankr.
D. Del. Case No. 06-10401).  Jeffrey N. Rich, Esq., at Kirkpatrick
& Lockhart Nicholson Graham LLP, represents the Debtor.  Laura
Davis Jones, Esq., at Pachulski, Stang, Ziehl Young, Jones &
Weintraub, LLP, serves as the Debtor's co-counsel.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtor's case.   When the Debtor filed for protection from its
creditors, it estimated more than $100 million in assets and
debts.


ADELPHIA COMMS: Century-TCI & Parnassos Debtors File Modified Plan
------------------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates
delivered to the U.S. Bankruptcy Court for the Southern District
of New York a Third Modified Fourth Amended Joint Plan of
Reorganization for the Century-TCI Debtors and the Parnassos
Debtors.

The Century-TCI Debtors are:

   * Century-TCI California, L.P.,
   * Century-TCI California Communications, L.P.,
   * Century-TCI Distribution Company, LLC, and
   * Century-TCI Holdings, LLC.

The Parnassos Debtors are:

   * Parnassos Communications, L.P.,
   * Parnassos Distribution Company I, LLC,
   * Parnassos Distribution Company II, LLC,
   * Parnassos, L.P.,
   * Parnassos Holdings, LLC, and
   * Western NY Cablevision, L.P.

The Modified Joint Venture Plan includes amendments addressing
certain concerns expressed by parties-in-interest.

A full-text copy of the Modified Joint Venture Plan is available
for free at http://ResearchArchives.com/t/s?c56

Pursuant to the Modified Joint Venture Plan, a holder of an
allowed Century-TCI or Parnassos Bank Claim will be paid in cash
on the later of:

    a. the Effective Date or, in the case of any Bank Claim for
       Grid Interest, the date the claim is allowed by a final
       order; and

    b. the earliest of:

       -- the date that holder is released as defendant to the
          Bank Actions;

       -- if the provisions of a Holdback Order do not pertain to
          that holder:

           * the Plan Administrator's acknowledgement that the
             Bank Claim holder has delivered evidence reasonably
             satisfactory of the holder's ability to disgorge any
             distributions received with respect to the Bank
             Claims; and

           * entry of a Bankruptcy Court order directing
             distribution.

The Modified Joint Venture Plan also provides for a reserve for
Grid Interest:

    -- If Class P-Bank or Class TCI-Bank is an Accepting Bank
       Class, to the extent the Court's decision denying the
       Parnassos Bank Claim or Century-TCI Bank Claim for
       Grid Interest is vacated or reversed, a segregated,
       interest-bearing account will be established by the
       Distribution Company and funded with Cash from the Court
       Supervised Fund in an amount equal to that Bank Claim for
       Grid Interest as of the Effective Date;

    -- To the extent any Bank Claim for Grid Interest is allowed
       by a final order, that allowed amount, together with the
       net after tax interest earned, will be released from that
       account; and

    -- To the extent the Bank Claims for Grid Interest are
       disallowed by a final order, the corresponding amounts on
       deposit in the account established, together with the net
       after tax interest earned, will be returned to the Court
       Supervised Fund.

The Modified Joint Venture Plan contemplates that the Litigation
Indemnification Fund will be initially funded with $10,000,000 in
cash.  If either of Class P-Bank or Class TCI-Bank is not an
Accepting Bank Class, the initial LIF will be $30,000,000 in
Cash.  On the other hand, if both of Class P-Bank and Class TCI-
Bank are Accepting Bank Classes, any decrease in the LIF Balance
below $10,000,000 may only be made based on facts arising or
discovered after the Effective Date that support a determination
that less than $10,000,000 is sufficient to provide for payment
in full of all Bank Lender Post-Effective Date Fee Claims.

                        Liquidation Analysis

Daniel Aronson, managing director at Lazard Freres & Co. LLC, the
ACOM Debtors' restructuring advisor, relates that as a result of
(i) the Joint Venture Plan Stipulation dated June 13, 2006,
entered between the ACOM Debtors and active participants in the
Resolution Process; and (ii) the Modified Joint Venture Plan,
holders of these claims will be paid in full in cash:

     * allowed DIP claims,
     * administrative expense claims,
     * priority tax claims,
     * other priority claims,
     * other secured claims,
     * bank claims,
     * trade claims, and
     * other unsecured claims against the Debtors.

Pursuant to the Modified Joint Venture Plan, intercompany claims
will be paid in accordance with the outcome of the Inter-Creditor
Dispute or a settlement of the parties, Mr. Aronson says.

According to Mr. Aronson, as all impaired claims against the
Debtors are being paid in full in cash pursuant to the Plan, the
Plan would provide recoveries not less than those that would be
received by those creditors if the Debtors were liquidated under
Chapter 7 of the Bankruptcy Code.

Mr. Aronson assures the Court that the Plan satisfies the "best
interests" test as to each Class of Impaired Claims because the
estimated recovery under the Plan available to holders of those
claims is equal to or exceeds the estimated recovery that would
be available to those holders in a Chapter 7 liquidation.

            Class TCI-Bank & Class P-Bank Accept JV Plan

Citibank, N.A., as the Century-TCI administrative agent, and the
Bank of Nova Scotia, as the Parnassos administrative agent,
inform the Court that they have tendered to the Debtors'
balloting agent votes from the Century-TCI Lenders and Parnassos
Lenders, as holders of claims in Class TCI-Bank and Class P-Bank.

The Administrative Agents attest that the Lenders' votes are
sufficient in number and amount to classify Class TCI-Bank and
Class P-Bank as accepting classes of claims within the meaning of
Section 1126(c) of the Bankruptcy Code.

                   About Adelphia Communications

Based in Coudersport, Pa., Adelphia Communications Corporation
-- 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. 138; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AES CORP: Registers 2 Million Common Shares Under Thrift Plan
-------------------------------------------------------------
The AES Corporation filed a Registration Statement with the
Securities and Exchange Commission to allow the resale of
two million shares of common stock.  The shares are issuable under
the Employees' Thrift Plan of Indianapolis Power & Light Company
pursuant to the terms of the Agreement and Plan of Share Exchange
between AES Corporation and IPALCO Enterprises, Inc., dated
July 15, 2000.

AES Corporation reported that the shares amount to $35,100,000
at $17.55 per share.  The Company's common stock is listed on the
New York Stock Exchange under the symbol "AES."  The Company's
common shares traded between $16.66 and $18.76 this month.

A full-text copy of the Registration Statement is available for
free at http://researcharchives.com/t/s?c17

                          About AES Corp

AES Corporation (NYSE:AES) -- http://www.aes.com/-- is a power  
company with operations in South America, Europe, Africa, Asia and
the Caribbean.  The Company generates 44,000 megawatts of
electricity through 124 power facilities, and delivers electricity
through 15 distribution companies.

                         *     *     *

As reported in the Troubled Company Reporter on May 25, 2006,
Fitch affirmed The AES Corporation's Issuer Default Rating at
'B+'.  Fitch also affirmed and withdrew the ratings for the
company's junior convertible debt.  The Rating Outlook for all
remaining instruments is Stable.

As reported in the Troubled Company Reporter on March 31, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on diversified energy company The AES Corp. to 'BB-' from
'B+'.  S&P said the outlook is stable.

As reported in the Troubled Company Reporter on Jan. 11, 2006,
Moody's affirmed the ratings of The AES Corporation, including its
Ba3 Corporate Family Rating and the B1 rating on its senior
unsecured debt.  Moody's said the rating outlook remains stable.


ALLEGHENY ENERGY: Philip Goulding Replaces Jeffrey Serkes as CFO
----------------------------------------------------------------
Allegheny Energy, Inc., assigns new responsibilities for three
existing executives:

     a) Philip L. Goulding, currently Vice President, Strategic
        Planning and Chief Commercial Officer, will succeed
        Jeffrey D. Serkes as Senior Vice President and Chief
        Financial Officer upon Mr. Serkes' departure on July 7.
        Mr. Goulding will lead Allegheny's financial, accounting,
        strategic planning, information technology and supply
        chain functions;

     b) Joseph H. Richardson, currently President of the company's
        electric delivery business, Allegheny Power, will become
        Chief Operating Officer of Allegheny Energy's generation
        business.  His responsibilities will include power station
        operations, engineering, construction, power marketing and
        fuel logistics.

     c) David E. Flitman, currently Vice President, Distribution
        in the electric delivery business, will become President
        of the electric delivery business.

"Since joining us three years ago, Jeff Serkes has done a superb
job of dealing with the many issues we faced on the road to
financial recovery," said Paul J. Evanson, Chairman, President and
Chief Executive Officer of Allegheny Energy.  "His expertise and
leadership have been invaluable.  We regret his decision to leave
the company, but understand his desire to return to his family and
home in Connecticut.  All of us wish Jeff the very best in his
future endeavors.

"With his comprehensive understanding of our business, combined
with extensive financial and energy industry experience, Phil
Goulding is well-qualified to be our next chief financial
officer," Mr. Evanson said.  "Joe Richardson and Dave Flitman have
demonstrated strong leadership skills, and that will be a great
asset in their new responsibilities.  I am delighted to have all
of them on our team."

Mr. Goulding joined Allegheny in October 2003 as Vice President,
Strategic Planning and Chief Commercial Officer.  He has over 20
years of energy industry experience.  Prior to joining Allegheny,
he was Vice President and Partner at L.E.K. Consulting, where he
led the North American energy practice, providing strategic
counsel to electric and gas utilities and other clients.  Prior to
that, he spent 16 years with Shell Oil Company, including senior
positions in corporate finance and strategic planning.  Goulding
holds a Master of Science degree in finance from the University of
Houston and a Bachelor of Science degree with a double major in
mathematics and computer science from Duke University.  In
addition, he completed Harvard Business School's Executive
Program.

Mr. Richardson joined the company as President of Allegheny Power
in August 2003.  Previously, he served as President and Chief
Executive Officer of Global Energy Group, an energy efficiency
technology company.  Prior to that, he spent 25 years with Florida
Power Corporation.  He held the positions of President, Chief
Executive Officer and Chief Operating Officer during the last five
years of his tenure at Florida Power, with responsibility for all
regulated businesses, including fossil and nuclear generation.  He
graduated from Cornell University with a Bachelor of Arts degree
in economics and earned a Juris Doctor degree with high honors
from Florida State University's College of Law.

Mr. Flitman joined the company as Vice President, Distribution in
February 2005.  In that capacity, he was responsible for about
62,000 miles of distribution lines, 1,600 employees and 50 service
centers across a four-state region. Previously, he spent nearly 20
years with E.I. du Pont de Nemours and Company in a series of
operational and leadership assignments, including engineering,
manufacturing, sales, marketing and global business positions.  He
graduated from Purdue University with a Bachelor of Science degree
in chemical engineering.

                        Allegheny Energy

Based in Greensburg, Pennsylvania, Allegheny Energy, Inc.
(NYSE:AYE) -- http://www.alleghenyenergy.com/-- is an investor-  
owned utility consisting of two major businesses.  Allegheny
Energy Supply owns and operates electric generating facilities,
and Allegheny Power delivers low-cost, reliable electric service
to customers in Pennsylvania, West Virginia, Maryland, Virginia
and Ohio.


ALLEGHENY ENERGY: Fitch Upgrades Issuer Default Rating to BB+
-------------------------------------------------------------
Fitch upgraded the Issuer Default Rating and senior unsecured
debt ratings of Allegheny Energy, Inc., to 'BB+' from 'BB-'.  
The ratings of Allegheny Energy Supply Company, LLC, and Allegheny
Generating Company (AYE's non-regulated subsidiaries) were also
upgraded by Fitch.  The Rating Outlook for AYE, AE Supply and AGC
is Stable.

Fitch also affirmed the ratings of regulated utility subsidiaries:

   * Monongahela Power Company;
   * West Penn Power Company; and
   * The Potomac Edison Company

with a Stable Rating Outlook.  

The positive ratings actions for AYE and AE Supply are based on
debt reductions and increases in cash flow generation at AE Supply
and reduced business risk of the group.  AYE reduced consolidated
debt by $2 billion to approximately $4 billion between December
2003 and March 2006.

Liquidity increased and interest rate margins were reduced through
progressive rounds of bank facility refinancings completed at AYE
and AE Supply, most recently in May 2006.  Business risk has been
substantially reduced over the past two years through the sales of
gas-fired merchant generation capacity located outside of the home
PJM region and earlier exit from non-PJM wholesale power trading
activities as well as through improvements in financial reporting
and controls.  The upgrade of AGC reflects the upgrade of its 77%
owner, AE Supply, as well as its strong credit ratios and low
business risk as the owner of an interest in a pumped storage
generation facility.

Primary credit concerns for AYE include the risks of:

   * adverse regulatory decisions at the utilities that result in
     the inability of WP and PE to recover transmission,
     distribution or power purchase costs following the expiration
     of existing power purchase agreements and rate settlements;

   * under-recovery of fuel costs at Mon Power;

   * plant outages and rising emissions compliance related
     spending in the generation segment; and

   * still below-investment grade cash flow coverage and leverage
     ratios for the consolidated group.

AYE's consolidated ratio of FFO interest coverage ratio was 2.15x
(ratio includes securitization adjustments and one-time items) for
the twelve months ended March 31, 2006.  In addition, changes to
environmental law or adverse decisions in emissions-related
lawsuits pose risks to credit quality.

The Stable Rating Outlook for AYE and AE Supply considers Fitch's
expectation that while the improving trends in interest coverage
and debt-leverage ratios will continue at AE Supply due to
increased cash flow generation and additional debt reduction, the
pace of improvement will be gradual.  AE Supply's cash flow should
improve as a result of annual rate increases in WP's POLR
generation rates that will be passed through to AE Supply and
growth in the percentage of total power sales made at higher
PJM market rates, assuming no prolonged outages at base-load
generation plants.

The ratings and Stable Rating Outlooks of WP and PE incorporate
Fitch's expectation that the utilities' leverage ratios will
increase and coverage ratios will decrease as a result of upward
cost pressures and increasing capital spending needs, but capital
structures and credit ratios will remain consistent with, or
better than the norms for their ratings category.  The highly
politicized climate and uncertain ultimate market structure in
Maryland is a concern for PE.  The residential generation rate cap
and associated power supply contract for the Maryland portion of
PE's service territory terminate at the end of 2008, but PE
retains residential POLR obligations through 2012.

While rates for transmission and distribution are not capped in
Maryland, no near term rate filing is anticipated.  WP has
generation rate certainty through 2010 and has hedged the
associated power supply needs.  WP's distribution rates in PA are
capped through 2007.

The Stable Outlook of Mon Power assumes balanced outcomes in the
upcoming fuel and base rate proceedings at the West Virginia
Public Service Commission, which will contribute to future
improvement in credit ratios.  

The ratings of Mon Power reflect:

   * the benefits of ownership of interests in coal fired
     generation plants in PJM;

   * the lack of competition in its West Virginia franchise
     service area; and

   * adequate liquidity.

The sales of laggard utility operations, Mountaineer Gas and the
Ohio transmission and distribution assets in 2005 should benefit
profit margins.  The ratings also incorporate:

   * concerns regarding the recovery of increased costs in a
     historically less favorable regulatory environment in
     West Virginia;

   * increasing capital spending needs for plant upgrades; and

   * risks associated with emissions-related construction
     activities and legal proceedings.

Mon Power is exposed to fuel price risk as it continues to operate
under a moratorium of the fuel cost adjustment mechanism in West
Virginia.  However, a favorable decision by the West Virginia PSC
to re-start the fuel adjustment mechanism in 2007 would lower this
risk and a related filing with the PSC is expected within the next
month.

Fitch upgraded these ratings:

  Allegheny Energy, Inc.:

    -- Issuer Default Rating to 'BB+' from 'BB-'
    -- Senior unsecured debt to 'BB+' from 'BB-'

  Allegheny Energy Supply, LLC:

    -- Issuer Default Rating to 'BB' from 'B+'
    -- Senior secured debt to 'BBB-' from 'BB+'
    -- Senior unsecured debt to 'BB+' from 'BB-'

  Allegheny Generating Company:

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

Fitch also affirmed these ratings:

  Allegheny Generating Company:

    -- Senior unsecured debt 'BB+'

  Monongahela Power Company:

    -- Issuer Default Rating 'BBB-'
    -- First mortgage bonds 'BBB+'
    -- Senior unsecured debt 'BBB-'
    -- Preferred securities 'BB+'

  West Penn Power Company:

    -- Issuer Default Rating 'BBB-'
    -- Senior unsecured 'BBB-'

  The Potomac Edison Company:

    -- Issuer Default Rating 'BBB-'
    -- First mortgage bonds 'BBB+'
    -- Senior unsecured debt 'BBB-'


ALLIED HOLDINGS: Wants to Borrow Under Fifth Amended Credit Pact
----------------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates ask the United
States Bankruptcy Court for the Northern District of Georgia to:

    (a) approve and authorize them to obtain credit under the
        Consent and Fifth Amendment to Credit Agreement and Loan
        Documents with their Term Loan C lenders;

    (b) grant to the Term Loan C Lenders certain security
        interests in property of the Debtors' estates and
        superpriority administrative expense treatment of the Term
        Loan C Lenders' claims against the Debtors;

    (c) modify the automatic stay to permit the Term Loan C
        Lenders to take actions with respect the Term Loan C; and

    (d) grant the Term Loan C Lenders the protections afforded by
        Section 364(e) of the Bankruptcy Code.

According to Jeffrey W. Kelley, at Troutman Sanders LLP, in
Atlanta, Georgia, the Debtors require immediate access to a
larger working capital facility than is presently available under
the existing DIP Facility.  The Debtors have canvassed the
available credit markets and have been unable to obtain financing
on an unsecured basis or other adequate alternative financing.

In May 2006, Yucaipa American Alliance Fund I, LP, and Yucaipa
American Alliance (Parallel) Fund I, LP, and their affiliates,
purchased approximately two-thirds of the Debtors' outstanding
Prepetition Notes, which have a principal amount due of about
$100,000,000.

Morgan Stanley Senior Funding, Inc., and Yucaipa provided a joint
proposal for the Debtors' required additional financing.
Following extensive negotiations with Yucaipa and Morgan Stanley,
the Debtors decided to accept the proposed additional DIP
financing, subject to court approval.

The Term Loan C Lenders have agreed to provide Term Loan C to the
Debtors under the Consent and Fifth Amendment to Credit Agreement
and Loan Documents.

Pursuant to Term Loan C, the Debtors may make an initial draw of
$10,000,000 and they may make up to four subsequent draws of
$5,000,000 each.  Each draw will be used by the Debtors first to
repay the protective overadvances and then for general corporate
purposes.

The proposed additional DIP financing also contemplates that,
among others, Term Loan C:

    * will constitute obligations that will be secured by the
      liens and security interests granted to the Collateral Agent
      for the benefit of the DIP Lenders;

    * is subordinate and junior in right of payment and priority
      to the Priority DIP Obligations; and

    * will be entitled to the benefit of the superpriority
      administrative expense claim granted to the DIP Lenders and
      will be senior to all other administrative expense claims.

Mr. Kelley asserts that the Debtors should be granted authority
to borrow funds from the Term Loan C Lenders on a secured,
administrative superpriority basis because:

    -- the need for the Debtors to obtain and maintain adequate
       financing is critical;

    -- after appropriate investigation and analysis, the Debtors'
       management reasonably concluded that the Term Loan C
       Lenders' proposal was the best alternative available;

    -- the Debtors exercised sound business judgment in
       determining that an additional postpetition credit facility
       is appropriate and have satisfied the legal prerequisites
       to borrow under the Fifth Amendment;

    -- the Fifth Amendment is the result of good faith and
       arm's-length negotiations, with all parties represented
       by counsel; and

    -- the terms of the Fifth Amendment are fair and reasonable
       and are in the best interests of the Debtors' estates.

Furthermore, Mr. Kelley emphasizes that unless the additional
financing is approved, the Debtors won't be able to pay their
employees, suppliers and vendors, and obtain adequate trade
terms, which could have a devastating effect on their operations.

Moreover, in the absence of immediate postpetition financing, the
Debtors' attempts to reorganize will be immediately and
irreparably jeopardized, particularly in light of the fact that
the Term Loan C Lenders have conditioned the Fifth Amendment on
an order being entered no later than July 15, 2006, Mr. Kelley
relates.

A full-text copy of the Fifth Amendment to the DIP Credit
Agreement is available at no charge at:

               http://ResearchArchives.com/t/s?c4d

                  Consent and Forbearance Agreement

On June 19, 2006, Allied Holdings, Inc., disclosed in a
regulatory filing with the Securities and Exchange Commission,
that it entered into a Consent and Forbearance Extension
Agreement on June 16, 2006, with respect to its amended Debtor-
in-Possession Credit Agreement with:

       * General Electric Capital Corporation,
       * Morgan Stanley Senior Funding, Inc., and
       * other lenders.

Thomas H. King, executive vice president and chief financial
officer of Allied Holdings, relates that the Consent Agreement
gives the company until July 15, 2006, to deliver to the Lenders
its audited financial statements for the fiscal year ended
December 31, 2005, required pursuant to the terms of the DIP
Facility.

Mr. King relates that the Consent Agreement also extends, until
the earlier of (a) July 15, 2006, and (b) the occurrence of any
new default or event of default under the DIP Facility, the
forbearance period related to the company's previously disclosed
defaults under the DIP Facility with respect to certain financial
covenants.

All other terms and conditions of the DIP Facility, as amended,
will remain in full force and effect.

                     About Allied Holdings

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide      
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Wants to Cut Teamsters' Pay by 10% Until Sept.
---------------------------------------------------------------
As reported in the Troubled Company Reporter on May 18, 2006, the
U.S. Bankruptcy Court for the Northern District of Georgia
gave Allied Holdings, Inc., and its debtor-affiliates interim
relief from certain provisions of their collective bargaining
agreement with the International Brotherhood of Teamsters in the
United States.  The interim relief allowed a 10% compensation
reduction for the U.S. Teamsters and will terminate on June 30,
2006.

The Debtors want the Court to extend the interim relief for three
months, from July 1, 2006, through September 30, 2006.

The Debtors sought interim relief to achieve labor savings needed
to stay in business and survive in July when they forecast
negative availability.

The Debtors' plan for surviving in July required that, effective
July 1, 2006, they would either:

    (1) achieve a consensual modification of their collective
        bargaining agreement with the U.S. Teamsters; or

    (2) reject the collective bargaining agreement and impose
        compensation terms along the lines of their proposal
        related to Section 1113 of the Bankruptcy Code.

Ezra H. Cohen, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, discloses that the bargaining between the Teamsters
National Automobile Transporters Industry Negotiating Committee
and certain Local Unions, all affiliated with the International
Brotherhood of Teamsters in the United States, and Allied
Holdings, Inc., with respect to the 1113(b) Proposal has been
unfruitful, but it is continuing.

Mr. Cohen recounts that after the Court granted the Initial
Interim Relief Motion, Yucaipa American Alliance Fund I, LP, and
Yucaipa American Alliance (Parallel) Fund I, LP, affiliates of
The Yucaipa Companies, LLC, acquired $100,000,000 of Allied's
$150,000,000 prepetition, unsecured notes.

Yucaipa and Allied engaged in preliminary discussions concerning a
plan of reorganization where Allied concluded that it will refrain
from seeking to reject the collective bargaining agreement at the
present time and will instead seek an extension of the interim
relief and continue bargaining with the Teamsters.  The Debtors
expect to continue their discussions with Yucaipa and work towards
a restructure that will facilitate their successful emergence from
Chapter 11.

The Fourth Amendment to the DIP Facility requires as a condition
that the Debtors obtain a commitment letter for at least
$20,000,000 in additional DIP loan availability.

On June 6, 2006, Morgan Stanley Senior Funding, Inc., and Yucaipa
provided a joint draft commitment for making a $30,000,000 Term C
DIP Loan available to the Debtors, provided that they must obtain
extended interim relief to make use of the Term Loan C.

Mr. Cohen points out that the Debtors face insufficient liquidity
to survive from July 1, 2006, through September 30, 2006, without
obtaining a Term Loan C.  The only lending sources known to the
Debtors are Morgan Stanley and Yucaipa.

Without the Extended Interim Relief, Mr. Cohen says, the Debtors
will not have cash to fund operations, including satisfying
payroll obligations.  The Debtors' operations will also suffer
irreparable harm, resulting in potential liquidation.

                   Teamsters Object to Extension

The Teamsters argue that the Debtors' request for extension must
be denied for the reasons that:

    * there is no emergency;

    * the relief is not interim as the Debtors do not intend to
      file a motion as required by Section 1113(b) of the
      Bankruptcy Code; and

    * the extension is not temporary, as it will bring the total
      period of relief to five months.

Frederick Perillo, Esq., at Previant, Goldberg, Uelmen, Gratz,
Miller & Brueggeman, s.c., in Milwaukee, Wisconsin, informs the
Court that the extension request is as equally unfounded as the
prior interim relief motion.

Mr. Perillo notes that once again:

    (i) the Debtors have not filed any projections or other
        evidence supporting their application;

   (ii) the sole supporting basis for the application is that a
        coterie of lenders has demanded it; and

  (iii) workers will be asked to make a transfer payment to the
        lenders and banks and executives.

According to Mr. Perillo, the only change is that the Debtors
moved the goal 90 days into the future, past the exclusivity date
for filing a plan and soliciting acceptances.

Mr. Perillo asserts that the Debtors are merely going through the
motions of bargaining, without an intent to reach agreement in
good faith, and have stonewalled the union's information
requests.

Mr. Perillo notes that the Debtors are evading the requirements
of Section 1113 as they:

    -- seek to widen the scope of the relief and lengthen its
       terms, without any prospect of a sale, transfer, or other
       occurrence that would prevent the normal process of Section
       1113(b);

    -- have not produced the information necessary to bargain over
       the size of their demand; and

    -- would not seek brief payment delays to vendors or other
       payables as a means to create short-term liquidity.

Teamsters renews its arguments made in the previous motion that:

    -- an order for "interim" relief may only be granted between
       the making of a motion under Section 1113(b) and the
       Court's decision; and

    -- the Court is impermissibly letting a multitude of
       non-involved parties dictate the outcome of the
       Section 1113(e) proceedings.

Mr. Perillo points out that the lenders are not contract
signatories, and since the request is sought at the lenders'
behest, it must be denied.  Otherwise, Mr. Perillo says, the
Court will be facilitating a grant of "unlawful standing upon an
officious interloper."

Furthermore, Mr. Perillo continues, the Court should repair the
error made in April by denying the request for extension.  The
Debtors will have no incentive to comply with the law unless they
are compelled by the Court to follow the requirements of Section
1113(b).

Hence, the Teamsters ask the Court to compel the Debtors to
comply with the processes of Section 1113(b).  In the
alternative, the Teamsters ask Judge Mullins to impose
corresponding cuts to the Debtors' overhead by eliminating
bonuses, success fees, and high administrative costs, and by
imposing upon management and executives corresponding wage cuts.

In a press release dated June 13, 2006, Teamsters General
President James P. Hoffa said, "Current managers at Allied have
failed job one in the trucking industry and the Teamsters
national negotiating committee as well as many of our affected
members will oppose this latest attack against our contract at
the court in Atlanta.  Intentional neglect of the operating fleet
in order to pay non-productive and exorbitant turnaround fees and
bonuses totaling multi-millions of earned revenue dollars is
unacceptable."

Fred Zuckerman, director of the Teamsters Carhaul Division, also
commented in a same press release that, "It is obvious to all
industry employees that Allied's current management has breached
the basic covenant between management and Teamster labor under
the NMATA."

                    About Allied Holdings

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide      
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Wants to Assume Amended GECC and BOA Lease Pacts
-----------------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates ask the United
States Bankruptcy Court for the Northern District of Georgia to
approve an amendment to and the assumption of the Banc of America
and the General Electric Capital Corporation Master Leases, the
BOA and GECC Guaranties, and the BOA and GECC Supplements.

On June 30, 1998, BancBoston Leasing, Inc., predecessor to Banc of
America Leasing & Capital, LLC, entered into a master equipment
lease agreement with Allied Systems, Ltd. (L.P.).

In March 1999, BancBoston and Allied Systems entered into a lease
supplement -- the Fourth BOA supplement -- that was assigned to
IBJ Whitehall Business Credit Corporation, now known as IBJTC
Business Credit Corporation.

Under the BOA Master Lease, IBJ leased to Allied Systems certain
truck tractors and car haul trailers.

Subsequently, Allied Systems entered into another master lease
agreement with GECC on July 22, 1999.

Similarly, IBJ leased to Allied Systems certain truck tractors and
car haul trailers, under the GECC Master Lease.

GECC and Allied Systems entered into Lease Supplement No. 2 on
September 20, 1999, and Lease Supplement No. 3 on Oct. 20, 1999.  
The GECC Supplements were also assigned to IBJ.

Under separate Equipment Lease Guaranties for each of the BOA and
GECC Master Leases, Allied Holdings, Inc., agreed to be liable for
the payment and performance of all Allied Systems' obligations to
IBJ under the Master Leases.

                           TRAC Leases

Ezra H. Cohen, Esq., at Troutman Sanders LLP, in Atlanta, Georgia,
relates that the BOA and GECC Master Leases, and the BOA and GECC
Supplements, create "TRAC" leases.  TRAC stands for "terminal
rental adjustment clause."

The BOA and GECC TRACs provide that if the equipment under the
Leases are returned to IBJ and sold, a one-time lump sum
adjustment will be due based on the amount of the Equipment's sale
proceeds.  The adjustment will be based on the amount by which the
sale proceeds are either greater or less than 25% of the
Acquisition Cost -- the TRAC Amount.  If the sale proceeds are
grater than the TRAC Amount, IBJ is obligated to pay the overage
to the Allied Systems.  However, if the sale proceeds are less
than the TRAC Amount, Allied Systems is obligated to pay the
deficiency to IBJ.

The BOA Supplement expired on March 31, 2006.  The Second GECC
Supplement will expire on October 1, 2006, while the Third GECC
Supplement will expire on November 1, 2006.

By this motion, the Debtors ask the Court to approve the amendment
and assumption of the BOA and GECC Master Leases, the BOA and GECC
Guaranties, and the BOA and GECC Supplements.

                     Amended Must be Assumed

According to Mr. Cohen, the first amendment to "IBJ Specified
Lease Documents" with respect to the BOA and GECC Supplements set
forth the agreement among Allied Systems, Allied Holdings, and IBJ
as to the extension of the:

    -- the BOA Supplement, the BOA Guaranty and the BOA Master
       Lease; and

    -- the GECC Supplement, the GECC Guaranty and the GECC Master
       Lease.

Among other things, the terms and conditions of:

    (1) the BOA/IBJ Amendment's with respect to the BOA Supplement
        are:

        * Allied Systems will cure any rent defaults including
          those arising prepetition;

        * the term of the lease will be extended for one year;

        * during the BOA Extended Term, Allied Systems will pay
          monthly rent at the pre-expiry rate set forth in the BOA
          Supplement;

        * the Allied Systems' obligation to pay rent and any BOA
          TRAC Amount will be an administrative expense; and

        * the BOA TRAC Amount, which is also the amount of the
          purchase price, will be reduced by 90% of the rent paid
          during the BOA Extended Term.

    (2) the GECC/IBJ Amendment's with respect to the GECC
        Supplements are:

        * Allied Systems will cure any rent defaults including
          those arising prepetition for $475,829, consisting of:

          (a) the aggregate amount of accrued and unpaid Basic
              Rent owed under the IBJ Specified Lease Documents
              related to the GECC Lease Documents that was due and
              payable on August 1, 2005, which equals $61,910; and

          (b) the Casualty Loss Value of the Specified Damaged
              Equipment based on a Casualty Loss Value Payment
              Date as of November 1, 2005, which equals $41,918;

        * the term of the GECC Master Lease will be extended for
          one year;

        * during the GECC Extended Term, Allied Systems will pay
          monthly rent at the pre-expiry rate set forth in the
          GECC Supplements, specifically the rent will be:

          (a) in the case of the Second GECC Supplement, the
              amount of Basic Rent that accrues on and after
              October 1, 2006; and

          (b) in the case of the Third GECC Supplement, the amount
              of Basic Rent that accrues on and after November 1,
              2006;

        * Allied Systems' obligation to pay rent and any GECC TRAC
          Amount will be an administrative expense; and

        * the GECC TRAC Amount, which is also the amount of the
          purchase price, will be reduced by 90% of the rent paid
          during the GECC Extended Term.

The BOA/IBJ Amendment and the GECC/IBJ Amendment will allow
continued use of the BOA and GECC Equipment, which are used by
the Debtors to produce revenue, Mr. Cohen points out.

Mr. Cohen notes that the BOA and GECC Master Leases, the BOA and
GECC Supplements, and the BOA and GECC Guaranties are valuable to
the Debtors ongoing business operations.

                       About Allied Holdings

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide      
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED SECURITY: Moody's Holds Junk Rating on $178 Mil. Sr. Notes
-----------------------------------------------------------------
Moody's Investors Service upgraded the proposed amended
$275 million senior secured term loan D, including the incremental
$85 million term loan of Allied Security Holdings LLC. to Ba3 from
B2.  Concurrently, Moody's affirmed the B2 Corporate Family Rating
and Caa1 rating on the company's senior subordinated notes and
upgraded the company's senior secured revolver to Ba3 from B2.  
Moody's also changed the outlook for the ratings to positive from
stable.

Proceeds from the proposed $85 million term loan add-on will be
used to finance the acquisition of the security services business
of Initial Security in the United States from Rentokil Initial plc
of the UK, for approximately GBP40 million and to pay fees and
expenses in relation to the transaction.  Subject to the receipt
of antitrust approval, the transaction is expected to close by
August 8, 2006.

The ratings reflect Moody's expectation of positive pro forma
adjusted free cash flow for 2006 in line with the B2 Corporate
Family Rating category and expectations of sustained improvement
thereafter.  The ratings are also supported by heightened emphasis
on security across all sectors of the economy and continuing
strength in the current economic environment.  The ratings are
constrained by relatively high financial leverage and low interest
coverage.

The upgrade of the senior secured credit facility to Ba3 from B2
acknowledges the ample coverage from enterprise value expected in
a distress scenario.

The positive ratings outlook anticipates positive free cash flow
generation which should position the company to reduce financial
leverage to levels more consistent with the next higher Corporate
Family Rating.  Sustainable adjusted free cash flow to debt ratios
in excess of 5%, improvement of EBIT coverage of interest expense
above 1.5 times and meaningful reduction in financial leverage
could trigger an upgrade of the ratings. Very low or negative
adjusted free cash flow, EBIT to interest coverage significantly
below 1 times, or the assumption of additional indebtedness could
result in downward pressure on the ratings.

Moody's took these rating actions:

   * Upgraded to Ba3 from B2 the proposed amended $275 million
     senior secured term loan D due 2010, including the
     incremental $85 million term loan;

   * Upgraded to Ba3 from B2 the $50 million senior secured
     revolver due June 2009;

   * Affirmed the Caa1 rated $178 million senior subordinated
     notes due 2011;
   
   * Affirmed the B2 Corporate Family Rating.

   * The ratings outlook is positive.

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

For further detail, refer to Moody's Credit Opinion for Allied
Security Holdings LLC.

Allied Security Holdings LLC, headquartered in King of Prussia,
Pennsylvania, is the second largest security services company in
the US and provides security services to clients in a number of
industry sectors, including commercial real estate, higher
education, healthcare, residential communities, manufacturing and
distribution, financial institutions, shopping centers and other
commercial facilities.

The company operates under the names of ''Allied Security'' and
''Barton Protective Services'' nationally, as well as under the
name of ''AlliedBarton Security Services'', and also as
''SpectaGuard'' and ''Professional Security Bureau'' in the
northeast region of the United States.

The company has more than 39,000 employees and over 70 offices
nationwide service a client base that includes more than 125
Fortune 500 companies across the country.  Initial Security has
about 8,000 security officers and provides manned guarding, mobile
patrol, consulting and value added services to more than 1,600
customers.  The combined entity had $1.4 billion in revenue for
the twelve months ended March 31, 2006.


AMT INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: AMT, Inc.
        212 Industrial Boulevard
        P.O. Box 1267
        Tullahoma, Tennessee 37388

Bankruptcy Case No.: 06-11911

Type of Business: The Debtor manufactures alloy and plastic
                  equipment and offers engineering and
                  machining services.

Chapter 11 Petition Date: June 23, 2006

Court: Eastern District of Tennessee (Winchester)

Judge: R. Thomas Stinnett

Debtor's Counsel: Kyle R. Weems, Esq.
                  Weems & Ronan
                  5312 Ringgold Road, Suite 203
                  Chattanooga, Tennessee 37412
                  Tel: (423) 624-1000
                  Fax: (423) 624-5656

Total Assets: $2,045,414

Total Debts:  $2,523,227

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
   Shirley Hickertz                        $300,000
   207 Kaywood Avenue
   Tullahoma, TN 37388

   Joe Warren                              $300,000
   6751 Ragsdale Road
   Manchester, TN 37355

   Jimmy B. Smith                          $300,000
   2534 Rutledge Falls Road
   P.O. Box 2432
   Tullahoma, TN 37388

   Internal Revenue Service                $200,000

   ATR                                      $51,831

   Powermatic Foundry, Inc.                 $51,297

   ATR, Inc.                                $50,000

   Carl & Janice Steele                     $40,000

   Rockford Drill Head, Inc.                $18,938

   Tennessee Die Supply                     $16,092

   C&S Plating & Machine                    $14,335

   Toolworks, Inc.                           $8,375

   Joseph T. Ryerson & Son, Inc.             $7,361

   ATG Industrial Distributors               $6,341

   General Products LLC                      $6,317

   Gaither Machine Works, Inc.               $6,008

   J&A Finishing Company, Inc.               $5,484

   Castillion, Inc.                          $5,060

   Loftis Steel & Aluminum                   $4,980

   Mid-South Uniform Service                 $4,656
   

ANCHOR GLASS: BNY, Panel Want to Dismiss Adversary Proceeding
-------------------------------------------------------------
The Bank of New York and the Official Committee of Unsecured
Creditors of Anchor Glass Container Corporation stipulate to ask
the U.S. Bankruptcy Court for the Middle District of Florida to
dismiss their adversary proceeding, with prejudice.

As reported in the Troubled Company Reporter on April 24, 2006,
BNY, as Indenture Trustee and Collateral Agent, for the holders of
$300,000,000 of 11% Senior Notes due 2013 and $50,000,000 of 11%
Senior Notes due 2013 issued by Anchor Glass Container
Corporation, asks the U.S. Bankruptcy Court for the Middle
District of Florida to:

    a) dismiss the Official Committee of Unsecured Creditors'
       Complaint; or

    b) in the alternative, direct the Committee to issue a more
       definite statement of its allegations.

The Committee had asked the Bankruptcy Court to enter a
declaratory judgment:

    a) that BNY's secured claim with respect to the Mortgages is
       limited to the capped value of the Mortgages;

    b) that any claims asserted by individual Noteholders who
       also received any amount of the Equity Payments are due to
       be disallowed;

    d) that the Noteholders are not entitled to postpetition
       interest or fees; and

    d) regarding:

       -- the valid of BNY's liens;

       -- the assets subject to BNY's liens; and

       -- the amount and priority of BNY's claims if and when
          they are properly filed.

The Committee stated that four of the real property mortgages
filed by the Noteholders contain specific caps as to the amount of
debt that each Mortgage secures:

   Real Property                          Mortgage Caps
   -------------                          -------------
   Scott County, Minnesota                  $9,360,000
   Okmulgee County, Oklahoma                 6,000,000
   Duval County, Florida                    10,704,000
   Chemung County, New York                  8,178,000

The Committee claimed that, each Mortgage is enforceable as to its
relative property only up to the amount of the cap stated and that
the Noteholders are not allowed to enforce any of the four
Mortgages in amounts in excess of the amount stated on the face of
the Mortgages.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts.  The Court confirmed Anchor Glass' second
Amended Plan of Reorganization on April 18, 2006.  Anchor Glass
emerged from Chapter 11 protection on May 3, 2006. (Anchor Glass
Bankruptcy News, Issue No. 26; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ANCHOR GLASS: Court Approves Amended Motts/Snapple Contract
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorizes Anchor Glass Container Corporation to enter into a new
contract with Mott's, LLP and Snapple Beverage Corp.

As reported in the Troubled Company Reporter on Dec. 13, 2005, the
Court authorized Anchor Glass to reject its contract with Mott's,
LLP and Snapple Beverage Corp. dated April 17, 2004.

Anchor Glass and Motts-Snapple subsequently negotiated the terms
of the new Motts/Snapple Contract, where the Debtor will supply
certain bottle and glass container requirements of Motts-Snapple
with products manufactured at several of the Debtor's plants,
commencing on Sept. 30, 2005, through Dec. 31, 2008.

Under the new Contract, Anchor Glass obtained improved pricing and
is entitled to pass certain increases in its cost of production,
with respect to raw materials and energy, to the purchasers.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts.  The Court confirmed Anchor Glass' second
Amended Plan of Reorganization on April 18, 2006.  Anchor Glass
emerged from Chapter 11 protection on May 3, 2006. (Anchor Glass
Bankruptcy News, Issue No. 26; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


AQUA SOCIETY: Posts $1 Mil. Net Loss in 2006 Second Fiscal Quarter
------------------------------------------------------------------
Aqua Society, Inc., filed its second fiscal quarter financial
statements for the three months ended March 31, 2006, with the
Securities and Exchange Commission on June 23, 2006.

The Company reported a $1,161,943 net loss on $1,023,827 of
revenues for the three months ended March 31, 2006, compared to a
$624,773 net loss with no revenues for the same period last year.

The Company's March 31 balance sheet showed $3,129,497 in total
assets, $2,652,659 in total liabilities, and $476,838 in total
stockholders' equity.

Full-text copies of the Company's second fiscal quarter financial
statements for the three months ended March 31, 2006, are
available for free at http://ResearchArchives.com/t/s?c2a

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 29, 2006,
Amisano Hanson expressed substantial doubt about Aqua Society's
ability to continue as a going concern after auditing the
Company's financial statements for the years ended Sept. 30, 2005,
and 2004.  The auditing firm pointed to the Company's
uncertainty in raising capital from stockholders or other sources
to sustain operations and uncertainty in obtaining necessary
financing to meet its obligations and repay its liabilities
arising from normal business operations when they come due.

Headquartered in Herten, Germany, Aqua Society, Inc., designs and
develops applied technologies and provides consulting services in
the areas of heating, ventilation, air conditioning,
refrigeration, water purification, waste water treatment and
energy.


ARADIGM CORPORATION: Low Equity Prompts Nasdaq Delisting Notice
---------------------------------------------------------------
Aradigm Corporation (NASDAQ: ARDM) received a staff determination
letter from the Nasdaq Stock Market Inc. stating that the
Company's common stock is subject to delisting from the Nasdaq
Capital Market for not meeting specific listing criteria.

The Company has the right to a hearing and will be submitting a
request to the Nasdaq Listing Qualifications Panel on this matter.  
This request will stay the delisting of the Company's securities
pending the hearing and a determination by the Panel with the
company continuing to trade its securities under the ticker symbol
"ARDM" on the Nasdaq board.  There can be no assurance that the
Panel will grant the Company's request for a hearing.

On May 18, 2006, the Company received notice indicating that it
had failed to comply with Marketplace Rule 4310(c)(2)(B) or
Marketplace Rule 4310(c)(2)(B)(ii) of the Nasdaq Stock Market,
requiring the company either maintain a minimum market value or
shareholders' equity or meet certain net income levels.

"We are working diligently to address the factors that are within
our control to return the company to compliance, and if granted a
hearing, we will be provided with an opportunity to present our
plan to maintain a continued listing," said Thomas Chesterman,
Aradigm's Chief Financial Officer.

Headquartered in Hayward, California, Aradigm Corporation --
http://www.aradigm.com/-- combines its non-invasive delivery  
systems with novel formulations to create products that enable
patients to comfortably self-administer biopharmaceuticals and
small molecule drugs.  The company's advanced AERx(R) pulmonary
and Intraject(R) needle-free delivery technologies offer rapid
delivery solutions for liquid drug formulations.  Current
development programs and priorities focus on the development of
specific products, including partnered and self-initiated programs
in the areas of respiratory conditions, neurological disorders,
heart disorders, and smoking cessation.  In addition, Aradigm and
its partner, Novo Nordisk, are in Phase 3 clinical trials of the
AERx Diabetes Management System for the treatment of Type 1 and
Type 2 diabetes.

At March 31, 2006, The Company's balance sheet showed a
stockholders' deficit of $397,000, compared to a $7,171,000
positive equity at Dec. 31, 2005.


ARVINMERITOR INC: Fitch Rates New $1.15 Billion Facilities at BB+
-----------------------------------------------------------------
Fitch assigned a 'BB+' rating to ArvinMeritor's new $1.15 billion
secured bank facilities.  The new facilities include a
$980 million revolver maturing in 2011, and a $170 million
term loan B which matures in 2012.  Fitch's current ratings on
ArvinMeritor are:

  -- Issuer Default Rating 'BB';
  -- Senior unsecured 'BB-';
  -- Trust preferred 'B'; and
  -- Rating Outlook Negative.

The bank agreement provides supplemental liquidity and financial
flexibility to ArvinMeritor over the near term, when the company
is facing a very uncertain period in the domestic auto industry
and a cyclical downturn in the heavy-duty truck market.

Fitch expects ArvinMeritor to remain free cash flow positive in
fiscal 2006, as the company has projected, although recent free
cash flow forecasts have also benefited from substantially reduced
required pension contributions in 2006.  Stabilization of the
rating will focus on ArvinMeritor's ability to reverse the
deterioration in Light Vehicle Systems group's margins and
Commercial Vehicle Systems group's operating performance in 2007
as it faces a strong drop in heavy truck demand.


ASIA GLOBAL: Trustee Hasn't Eliminated 360networks' $100MM Claim
----------------------------------------------------------------
The Honorable Stuart M. Bernstein says the allegedly
constructively fraudulent nature of Asia Global Crossing, Ltd.'s
guarantee obligation did not provide basis for disallowing
360networks' $100 million claim based on that guarantee.  

This decision is the latest in Chief Judge Bernstein's disposition
of a series of summary judgment motions made by 360networks or
Robert L. Geltzer, Esq., the trustee overseeing the chapter 7
liquidation of Asia Global Crossing, Ltd.'s estate, or both,
relating to 360networks' $100 million proof of claim filed.  The
prior decisions are reported at 326 B.R. 240, 332 B.R. 520 and 333
B.R. 199.  

                      A. The Transaction

On March 30, 2001, GC Bandwidth, Inc. and 360networks entered into
a Master Agreement pursuant to which GC Bandwidth agreed to
provide telecommunications capacity to 360networks upon demand.  
360networks prepaid $100 million for the capacity.  On the same
day, Asia Global signed a Guaranty of GC Bandwidth's obligations
under the Master Agreement.  The Guaranty only covered
telecommunications capacity ordered on March 30, 2003.

On October 21, 2002, Global Crossing and various affiliates,
including GC Bandwidth, entered into a settlement agreement with
360networks and many of its affiliates.  Among other things, GC
Bandwidth and 360networks released each other from any and all
claims relating to the Master Agreement. The release expressly
excluded Asia Global and any obligations arising under the
Guaranty.

On November 17, 2002, Asia Global filed for relief under chapter
11.  It simultaneously filed a motion to sell substantially all of
its assets to Asia Netcom Corporation Limited.  The Guaranty was
an "excluded liability" that Asia Netcom did not agree to assume.  
The Asia Netcom transaction was approved by the Bankruptcy Court
on January 29, 2003, and consummated on March 10, 2003.  Three
months later, on June 10, 2003, the Court converted Asia Global's
chapter 11 case to chapter 7, and Mr. Geltzer became the trustee.

                  B. The Prior Proceedings

In February 2003, 360networks filed a $100 million proof of claim
based on the Guaranty, and the Chapter 7 Trustee objected on
several grounds.  The initial skirmish involved the parties'
cross-motions for summary judgment.  The trustee argued that
360networks never ordered telecommunications capacity in
accordance with the Master Agreement, and hence, failed to satisfy
the condition precedent to liability under the Master Agreement
and the Guaranty. 360networks countered that Asia Global had
committed various anticipatory breaches that excused the ordering
requirement.

The Court denied the trustee's motion and granted 360networks'
motion to the extent of deciding that Asia Global committed an
anticipatory breach on January 29, 2003-but not before then.  326
B.R. at 256.  The Court also held that 360networks would have
prove at trial that but for the breach, it was ready, willing and
able to perform (i.e., demand telecommunications capacity) during
the two months remaining before the Guaranty expired.  Id. at 257.  
Both parties cross-moved for reargument.  The Court denied the
trustee's motion, and granted 360networks' motion in part, but
adhered to its original decision.  332 B.R. 520.  The opinion
published at 333 B.R. 199 dealt with an issue that bears directly
on the current dispute.  The trustee contended that the Guaranty
was a fraudulent obligation under New York law.  Acknowledging
that the statute of limitations had run on his avoidance claim,
the trustee nevertheless objected to the Guaranty claim under 11
U.S.C. Sec. 502(d).  Chief Judge Bernstein held that Sec. 502(d)
applies to avoidable "transfers" but does not apply to avoidable
"obligations."  Hence, the Trustee can't object to 360networks'
claim on that basis.  333 B.R. at 204.

                      C. This Motion

At some point in these proceedings, the trustee refined his
fraudulent conveyance argument to include what he describes as a
"common law" fraudulent conveyance defense. In substance, he
contends that even though his affirmative avoidance claim is time-
barred and Sec. 502(d) does not apply, he can still defeat the
claim because it is based on an otherwise avoidable fraudulent
obligation.

360networks moved for partial summary judgment striking this part
of the claim objection.  It offers several reasons why the defense
is unavailable under bankruptcy and non-bankruptcy law.  In
addition, 360networks contends that a prior release contained in a
confirmed Canadian bankruptcy plan means that no unsecured
creditor existed on the Asia Global petition date that could have
sued 360networks to avoid the obligation, as required under 11
U.S.C. Sec. 544(b).  

Chief Judge Bernstein says Asia Global's prepetition guarantee of
a related corporate entity's performance under a contract to
provide telecommunications capacity to the claimant was supported
by sufficient consideration in the form of the payment made to the
related entity.  Therefore, the debtor's obligation under the
guarantee was enforceable under the common law, even if the debtor
did not receive "fair consideration," for purposes of the New York
statute addressing constructively fraudulent transfers, and was
insolvent when it signed the guarantee.  Accordingly, the
allegedly constructively fraudulent nature of the guarantee
obligation did not render the obligation unenforceable under non-
bankruptcy law, and did not give the trustee a basis for
disallowing a claim based on the guarantee.

                        About 360Networks

Headquartered in Vancouver, British Columbia, 360networks, Inc. --
http://www.360.net/-- is a leading independent provider of fiber   
optic communications network products and services worldwide.  The
Company and its 22 debtor-affiliates filed for chapter 11
protection on June 28, 2001 (Bankr. S.D.N.Y. Case No. 01-13721),
obtained confirmation of a plan on October 1, 2002, and emerged
from chapter 11 on November 12, 2002. Alan J. Lipkin, Esq., and
Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, represent
the Company before the Bankruptcy Court.  When the Debtors filed
for protection from its creditors, they listed $6,326,000,000 in
assets and $3,597,000,000 in liabilities.

                        About Asia Global

Asia Global Crossing Ltd., through its direct and indirect
subsidiaries, as well as through a number of in-country joint
ventures and commercial arrangements with Asian partners, provided
the Asia Pacific region with a broad range of integrated
telecommunications and IP services.  The Company filed for chapter
11 protection on Nov. 17, 2002 (Bankr. S.D.N.Y. Case No.
02-15749).  When the Debtor filed for protection from its
creditors, it listed $2,279,771,000 in total assets and
$2,616,316,000 in total debts.  David M. Friedman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, represented the Debtor
in its restructuring efforts.  The Court converted the Debtor's
chapter 11 case to a chapter 7 proceeding on June 11, 2003.  The
Court appointed Robert L. Geltzer as the Debtor's chapter 7
trustee.  Attorneys at Golenbock Eiseman Assor Bell & Peskoe LLP
represent Mr. Geltzer.


BEAZER HOMES: Completes Placement of $103 Mil. Unsecured Jr. Notes
------------------------------------------------------------------
Beazer Homes USA, Inc., completed a private placement of
$103.1 million in aggregate principal amount of unsecured junior
subordinated notes due July 30, 2036, on June 15, 2006.

The notes were issued to a newly created entity, Beazer Homes
Capital Trust I, a Delaware statutory trust, which simultaneously
issued, in a private placement, trust preferred securities and
common securities with an aggregate value of $103.1 million to
fund its purchase of the notes.  

The notes have a 30-year term ending July 30, 2036, are redeemable
at par on or after July 30, 2011 and pay interest at a fixed rate
of 7.987% for the first ten years ending July 30, 2016 and
thereafter, at a variable interest rate (reset quarterly) equal to
the three-month London Interbank Offered Rate plus 2.45%.

The junior subordinated notes were issued pursuant to a Junior
Subordinated Indenture, dated June 15, 2006, among the Company, as
issuer, and JPMorgan Chase Bank, National Association, as trustee.
The terms of the Trust's securities are governed by an Amended and
Restated Trust Agreement, dated June 15, 2006 among the Company,
as depositor, JPMorgan Chase Bank, National Association, as
property trustee, Chase Bank USA, National Association, as the
Delaware trustee, and certain individuals named therein as
administrative trustees.

A full-text copy of the Junior Subordinated Indenture between
Beazer Homes USA, Inc. and JPMorgan Chase Bank, National
Association, dated June 15, 2006, is available for free at:

                  http://ResearchArchives.com/t/s?c28

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

                         *     *     *


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

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

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


BEDFORD CDO: Improved Credit Quality Cues Moody's to Place Watch
----------------------------------------------------------------
Moody's Investors Service placed on watch for possible upgrade the
ratings on these notes issued in 1999 by Bedford CDO Limited, a
collateralized debt obligation issuer:

   * $24,000,000 Class IIIa Fixed Rate Notes Due 2011
     Prior Rating: Ba3
     Current Rating: Ba3, on watch for possible upgrade

   * $15,000,000 Class IIIb Floating Rate Notes Due 2011
     Prior Rating: Ba3
     Current Rating: Ba3, on watch for possible upgrade

The rating actions reflect the improvement in the credit
quality of the transaction's underlying collateral portfolio,
consisting primarily of investment grade corporate bonds, as
well as the ongoing delevering of the transaction, according to
Moody's.  As reported in the May 2006 trustee report, the
overcollateralization ratio for the Class I Senior Notes was 174%,
well above the transaction's trigger level of 118%, Moody's noted.  
Since the time of the transaction's last rating action as reported
in the May 2006 trustee report the overcollateralization ratio for
the Class I Senior Notes increased by more than 50%, Moody's
noted.


BIOVEST INTERNATIONAL: Equity Deficit Tops $3 Million at March 31
-----------------------------------------------------------------
BioVest International, Inc., incurred a $2,779,000 net loss for
the three months ended March 31, 2006 compared to a $2,586,000 net
loss for the same period in the prior year.

Total revenues for the three months ended March 31, 2006, were
$2.3 million.  This represents an increase of 49% over the three
months ended March 31, 2005.  Virtually all of this net increase
is due to increases in instrument hardware and disposables sales.

At March 31, 2006, the Company's balance sheet showed $12,735,000
in total assets and $15,921,000 in total liabilities, resulting in
a $3,186,000 stockholders' deficit.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?c33

                           Laurus Loan

On March 31, 2006, BioVest closed a financing transaction with
Laurus Master Fund, Ltd., pursuant to which Laurus purchased from
the Company a secured promissory note in the principal amount of
$7.8 million and a warrant to purchase up to 18,087,889 shares of
the Company's common stock at an exercise price of $.01 per share.

                        Going Concern Doubt

Aidman Piser & Co., PA, expressed substantial doubt about
BioVest's ability to continue as a going concern after it audited
the Company's financial statements for the fiscal years ended
Sept. 30, 2005, and 2004.  The auditing firm pointed to the
Company's significant losses and working capital deficit at
Sept. 30, 2005.

BioVest International, Inc. -- http://www.biovest.com/-- is a    
biotechnology company that provides cell culture services to
research institutions and the biopharmaceutical industry.  
BioVest also develops, manufactures and markets cell culture
systems.  For over 10 years the company has been designated, by
the National Institutes of Health, as the National Cell Culture
Center.  Through its proprietary technology, BioVest provides cell
culture services to research institutions, biotechnology companies
and the pharmaceutical industry.  The company is the holder of a
Cooperative Research and Development Agreement with the National
Cancer Institute for the commercialization of a personalized
biologic therapeutic cancer vaccine for the treatment of
non-Hodgkin's lymphoma currently in its phase III pivotal trial.


BOUNDLESS CORP: Exits from Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
The order confirming the plan of reorganization of Boundless
Corporation and three of its subsidiaries, Boundless Technologies,
Inc., Boundless Manufacturing Services, Inc. and Boundless
Acquisition Corp. became effective on June 9, 2006.  The U.S.
Bankruptcy Court for the Eastern District of New York in Central
Islip confirmed the Debtors' plan on May 30, 2006.

Under the plan, each class of the Debtor's existing common stock
and preferred stock will be cancelled and holders will get
nothing.    

On the Effective Date, Boundless will issue 100,000,000 million
shares of common stock of which four million shares shall be
issued to the claimants identified in the plan.

All assets of the Debtors, not owned by Technologies, will be
transferred to Technologies.  Technologies will also assume all
liabilities of the Debtors.  Boundless Manufacturing Services,
Inc. and Boundless Acquisition Corp. will be dissolved.

The Debtors will issue to Vision Technologies, Inc., in full
satisfaction of its claim:

     a) shares of Technologies Common Stock sufficient to provide
        Vision with ownership of 100% of Technologies Common Stock
        issued and outstanding; and

     b) 2,040,000 shares of Boundless Common Stock that will
        provide Vision with 51% of such shares to be issued and
        outstanding under the Plan

Upon application for payment, all Professional Fees not fully paid
by the effective date of the Plan will by paid $70,000 on the
effective date with the remainder to be paid in full in 67 monthly
payments commencing on the 10th day of the first calendar month
subsequent to the effective date.  Interest will accrue on the
unpaid Professional Fees after the effective date at 8% percent
per annum.

                        Unsecured Claims

Subject to adjustment, holders of allowed unsecured claims will
receive their Pro Rata share of:

     a) Cash payments in an amount equal to 2% of Technologies'
        annual revenues up to and including $7 million, on each of
        the first, second and third anniversary dates of the
        Effective Date; and

     b) Cash payments in an amount equal to 4% of Technologies'
        annual revenues exceeding $7 million, on each of the
        first, second and third anniversary dates of the Effective
        Date.

Technologies will escrow all amounts due on a monthly basis. Each
of the annual payments to unsecured creditors will not be less
than $150,000 during each of the first two 12-month periods
following the effective date, and $200,000 during the third 12-
month period following the effective date.  The total amount to be
distributed by allowed unsecured claims will be not less than
$500,000.

On the Effective Date, each holder of allowed unsecured claims
will also get its pro rata share of 1,960,000 shares of Boundless
Common Stock.  The amount of cash payable to holders of allowed
unsecured claims is subject to reduction pro rata, in an amount
equal to 75% of the average aggregate closing prices of the
Unsecured Creditors Shares.

A full text-copy of the Debtor's Fourth Amended and Modified
Chapter 11 Plan of Reorganization is available for free at:

              http://researcharchives.com/t/s?c6b

                       About Boundless Corp

Headquartered in Hauppauge, New York, Boundless Corp., is a global
technology company and is composed of two subsidiaries: Boundless
Technologies, Inc., a desktop display products company, and
Boundless Manufacturing Services, Inc., an emerging EMS company
providing build-to-order systems manufacturing, printed circuit
board assembly.  The Company and its four affiliates filed for
chapter 11 protection on March 12, 2003, with the U.S. Bankruptcy
Court for the Eastern District of New York.


BUFFALO COAL: Committee Hires Thorp Reed as Bankruptcy Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Buffalo
Coal Company, Inc.'s chapter 11 case obtained authority from the
U.S. Bankruptcy Court for the Northern District of West Virginia
to employ Thorp Reed & Armstrong, LLP, as its bankruptcy counsel,
nunc pro tunc to June 19, 2006.

Thorp Reed is expected to:

    a. monitor the Debtor's chapter 11 case and legal activities,
       and advise the Committee on the legal ramifications of the
       Debtor's action;

    b. provide the Committee advice on its obligations and duties;

    c. execute Committee decisions by filing motions, objections
       or other documents with the Court;

    d. appear before the Court on all matters in the Debtor's case
       relevant to the interests of unsecured creditor;

    e. negotiate on behalf of the Committee the terms of any
       proposed plan of reorganization or liquidation; and

    f. take other actions as necessary to protect the rights
       of unsecured creditors.

Kimberly Luff Wakim, Esq., a partner at Thorp Reed, tells the
Court that she will bill $340 per hour for this engagement.  Ms.
Wakim further says that that the attorneys who will also work on
this engagement are Michael Kaminski, Esq., at $330 per hour, and
Patrick W. Carothers, Esq., at $200 per hour.

Ms. Wakim discloses that the firm's other professionals bill:

         Professional               Hourly Rate
         ------------               -----------
         Partners                   $215 - $450
         Associates                 $165 - $250
         Paralegals                  $50 - $140
         Law Clerks                    $100

Ms. Wakim assures the Court that her firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Ms. Wakim can be reached at:

         Kimberly Luff Wakim, Esq.
         Thorp Reed & Armstrong, LLP
         One Oxford Centre
         301 Grant Street, 14th Floor
         Pittsburgh, Pennsylvania 15219
         Tel: (412) 394-7711
         http://www.thorpreed.com/

Headquartered in Oakland, Maryland, Buffalo Coal Company, Inc., is
engaged in coal mining and processing services.  The company filed
for chapter 11 protection on May 5, 2006 (Bankr. N.D. W.Va. Case
No. 06-00366).  David A Hoyer, Esq., at Hoyer, Hoyer & Smith,
PLLC, represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
total assets of $119,323,183 and total debts of $105,887,321.


C.E.M. CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: C.E.M. Construction Services, Inc.
        5960 12 Avenue Southwest
        Naples, Florida 34116

Bankruptcy Case No.: 06-03094

Type of Business: The Debtor is a real estate
                  developer and home builder.
                  See http://www.cemconstruction.com/

Chapter 11 Petition Date: June 23, 2006

Court: Middle District of Florida (Fort Myers)

Judge: Alexander L. Paskay

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

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
   M2 Contracting, Inc.                    $265,390
   P.O. Box 1349
   Fort Myers, FL 33902

   Moore, Chad & Shannon                   $136,000
   5960 12th Avenue Southwest
   Naples, FL 34116

   Matrix Concrete Systems, Inc.           $125,820
   995 Deveaux Street
   P.O. Box 364
   Elmora, PA 15737

   Raymond Building Supply                 $124,776

   Pro-Tech Plumbing                        $87,638

   D. Peck Roofing, Inc.                    $69,360

   DJ Plastering, Inc.                      $68,900

   Affordable Septech Services, Inc.        $61,200

   Royal Enterprises                        $55,458

   AFC Electric, Inc.                       $49,668

   Performance Concrete Systems, Inc.       $49,274

   Machado's & Son, Inc.                    $43,071

   Davidson Insulation                      $42,434

   Wet Checks Unlimited, LLC                $41,125

   Irrigation Pro, Inc.                     $40,860

   All About Cabinets & More, Inc.          $38,735

   WCS Construction, Inc.                   $37,920

   Osprey-Gulf Shore Building               $36,403
   Materials, Inc.

   R&A Brothers Enterprises Inc.            $34,362

   Katandre Tile, Marble and                $30,170
   Countertops, LLC


CATHOLIC CHURCH: Spokane & Oregon Auto Settle Claim Fight for $6M
-----------------------------------------------------------------
The Diocese of Spokane and Oregon Auto Insurance Co., have entered
into a settlement agreement to resolve their dispute over the
insurance coverage of the Diocese's tort liability to sex-abuse
claimants.

The SpokesmanReview reports that the insurer will pay to the
Diocese:

   (a) $5,000,000 as soon as a plan of reorganization for Spokane
       is confirmed by the Bankruptcy Court; and

   (b) $1,000,000 in 2010.

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


CATHOLIC CHURCH: Portland Wants Robert Fleming's Claims Dismissed
-----------------------------------------------------------------
In August 2002, Robert Fleming, holder of Claim Nos. 186 and 189,
filed a complaint in Multnomah County Circuit Court, in Oregon,
alleging that a priest associated with St. Ignatius Elementary
School in Portland, Oregon, sexually abused him when he was a
minor.

Mr. Fleming filed Claim No. 186 on November 24, 2004.  The claim
was later amended by Claim No. 189, which seeks payment of
$4,000,000 for non-economic damages and $50,000 for economic
damages.

The Archdiocese of Portland in Oregon asks the U.S. Bankruptcy
Court for the District of Oregon to disallow the Fleming claims:

   (a) because they are barred by the statute of limitations; and
   
   (b) under the doctrine of in pari delicto, as a result of Mr.
       Fleming's attempt to defraud the Court in preparation for
       his child abuse claim.

Tiffany A. Harris, Esq., at Schwabe, Williamson & Wyatt, P.C., in
Portland, Oregon, contends that Mr. Fleming knew or should have
known of the existence of his legal "injury" in 1998, when
Mr. Fleming told his psychologist, a Dr. Roundtree, about the
sexual abuse.  Hence, the Claims have expired a year before he
filed his lawsuit in 2002.

Ms. Harris also alleges that Mr. Fleming committed fraud by asking
Dr. Roundtree to "make an adjustment to the date" in his chart
notes in preparation for his lawsuit against the Archdiocese,
knowing that his claims are subject to a three-year statute of
limitations.

                       Mr. Fleming Responds

Mr. Fleming asserts that the Archdiocese's accusation regarding
fraud is libelous.  Mr. Fleming says he was not a patient of Dr.
Roundtree, rather of Dr. Eric Long.

In addition, Mr. Fleming tells the Court that Dr. Rountree's
treatment notes covered only depression related to his work
injury.  Dr. Roundtree's notes did not recognize child sex abuse.

Moreover, Mr. Fleming relates that he was suffering "chronic and
severe "PTSD", depression and physical pain" since 1994, which
prevented him from exercising "reasonable care" in discovering the
link between his injury and the abuse.  "[I] did not realize an
injury occurred or the causation in 1998 nor 2002," Mr. Fleming
says.

Mr. Fleming, therefore, asks the Court to deny the Archdiocese's
summary judgment request.  Mr. Fleming also asks the Court for a
jury trial.

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


CEDAR FAIR: S&P Rates $2.095 Bil. First-Lien Sr. Facilities at BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating and positive outlook to Cedar Fair, L.P.

At the same time, the rating agency assigned its 'BB-' rating, one
notch above the corporate credit rating, with a recovery rating of
'1', to the company's $2.095 billion first-lien senior secured
credit facilities, indicating high expectation of full recovery of
principal in the event of a payment default.

"The ratings on Cedar Fair reflect its heightened debt leverage
related to the pending $1.24 billion acquisition of Paramount
Parks and its large distribution payout history as a result of its
master limited partnership structure," said Standard & Poor's
credit analyst Hal F. Diamond.  "These factors are only partially
offset by the company's competitive position and its good
operating track record."

Sandusky, Ohio-based Cedar Fair is the second-largest regional
theme park company in the U.S.  Pro forma for the company's
acquisition of Paramount Parks Inc., total debt as of March 26,
2006, was $1.765 billion.


CHARLES SISSON: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Charles A. Sisson
        9730 Maury Road
        Fairfax, Virginia 22032
        Tel: (703) 971-3381

Bankruptcy Case No.: 06-10676

Chapter 11 Petition Date: June 23, 2006

Court: Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: Bruce W. Henry, Esq.
                  Henry & O'Donnell, Dahnke & Walther, P.C.
                  4103 Chain Bridge Road, Suite 100
                  Fairfax, Virginia 22030
                  Tel: (703) 273-1900
                  Fax: (703) 273-6884

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 8 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Cynthia Wilcox                   Judgment              $992,815

Contractor's Indemnity Company   Bond Indemnity        $425,000
9841 Airport Boulevard
9th Floor
Los Angeles, CA 90045

Elizabeth Cook                                         $400,000
12110 West 71st Street
Shawnee, KS 66216

Claire Sisson                                          $140,000

Laura Sisson                                           $140,000

Tamara Jackman                                         $140,000

Dana Priester                                           $34,000

Martin F. McMahon & Associates   Services               Unknown


CHESAPEAKE ENERGY: Launches $500 Million Sr. Notes Public Offering
------------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) intends to commence a
public offering of $500 million of a new issue of senior notes due
2013.

Chesapeake intends to use the net proceeds from the offering,
together with proceeds from concurrent public offerings of
mandatory convertible preferred stock and common stock:

   a) to fund its Barnett Shale acquisitions for $932 million,

   b) to repay outstanding indebtedness under its revolving credit
      facility and

   c) for general corporate purposes.

The offering will be made under a shelf registration statement
that became effective when filed by the company on June 26, 2006.

Banc of America Securities LLC, Deutsche Bank Securities, Goldman,
Sachs & Co., Lehman Brothers Inc. and Wachovia Securities acted as
joint book-running managers for the Senior Notes offering.

Copies of the preliminary prospectus and records relating to the
offering may be obtained from the offices of:

   1) Banc of America Securities LLC
      Attn: Prospectus Department
      100 West 33rd Street
      New York, NY 10001, 646-733-4166

   2) Deutsche Bank Securities
      Attn: Prospectus Department
      1290 Avenue of Americas
      New York, NY 10019
      Fax (212) 468-5333

   3) Goldman, Sachs & Co.
      Attn: Prospectus Dept.
      85 Broad Street
      New York, NY 10004
      Fax (212) 902-9316

   4) Lehman Brothers Inc.
      c/o ADP Financial Services
      Integrated Distribution Services
      1155 Long Island Avenue
      Edgewood, NY 11717

   5) Wachovia Securities
      One Wachovia Center
      301 South College Street
      Charlotte, NC 28288-0604

                        About Chesapeake

Headquartered in Oklahoma City, Chesapeake Energy Corporation --
http://www.chkenergy.com/-- is the second largest independent  
producer of natural gas in the U.S.  The company's operations are
focused on exploratory and developmental drilling and corporate
and property acquisitions in the Mid-Continent, Permian Basin,
South Texas, Texas Gulf Coast, Barnett Shale, Ark-La-Tex and
Appalachian Basin regions of the United States.


CHESAPEAKE ENERGY: Moody's Rates $500 Million Sr. Notes at Ba2
--------------------------------------------------------------
Moody's Investors Services assigned a Ba2 rating to Chesapeake
Energy's pending $500 million of senior unsecured notes and
confirmed its Ba2 corporate family, Ba2 senior unsecured note,
Baa3 secured hedging facility, and B2 preferred stock ratings,
with a stable outlook, and affirmed CHK's SGL-2 liquidity rating.

This ends a review for downgrade begun June 8, 2006. These actions
reflect CHK's decision to issue sufficient common equity in a
$1.58 billion funding package to finance $932 million of pending
acquisitions and partially refinance secured debt.

CHK is also offering $500 million of mandatory convertible
preferreds and 20 million common shares.  As of June 23, 2006,
the common stock offering would generate $580 million in gross
proceeds, excluding a 15% over-allotment option.

Maintaining a stable outlook depends on CHK's ability and
willingness to fund future material acquisitions with sufficient
common equity to keep leverage on proven developed reserves in
check, protect the ratings from price weakness or operating
underperformance, and keep common equity at acceptable proportions
of total capital.  Of note, even acquisitions funded 50% with debt
and 50% with common equity add leverage to PD reserves when
acquisitions contain less than 50% PD reserves, bring low
proportions of current production, and hold high proportions of
proven developed non-producing and unfunded proven undeveloped,
probable, and possible reserves with attendant heavy drilling and
development capital needs and risk.

Any realistic combination of price or market weakness, or CHK
underperformance can derail or delay its ability to move
convertibles into common.  Moody's believes CHK management is also
likely to continue generating a series of acquisitions of scale.

While tempered by the common equity offering, pro-forma leverage
remains at fairly uncomfortable levels for CHK's acquisition
strategy, very heavy capital spending, and sector price risk.
Leverage on PD reserves is the highest amongst CHK's B1, Ba3, Ba1,
and investment-grade rated peers and near-peers.

Acquisitions and capital spending have pushed March 31, 2006
pro-forma adjusted debt leverage to over $8/boe on PD and over
$9/boe on PD reserves including prior and pending convertible
offerings.  We do not expect debt reduction from cash flow this
year, with our estimated $3.5 billion to $4 billion of capital
spending matching or exceeding cash flow.

Notwithstanding an astute hedging program, CHK's full-cycle cost
structure is greatly elevated, along sector up-cycle trends. While
its robust hedge portfolio mitigates near-term price risk, current
comparatively weak wellhead natural gas prices could become a
factor if prices do not recover firmly before its robust hedge
portfolio begins to roll off.  Moody's expects E&P revenues from
oil & natural gas production to decline by 10% or more in second
quarter 2006 versus first quarter.

The ratings and stable outlook are supported by CHK's very large
scale and diversification, multiple core basin intensity, and
pattern of adequately competitive leveraged full-cycle returns.   
CHK is now the second largest independent natural gas producer in
the U.S. CHK remains able to materially reduce debt with cash flow
if it significantly reduces its acquisition pace and growth
capital spending pace.

An upgrade to Ba1, though unlikely in the near-term, depends on
CHK's ability to replace and grow production at competitive
reserve replacement costs and full-cycle cash-on-cash returns and,
with sufficient pro-activity, to fund acquisitions and capital
spending with sufficient common equity.  The ratings and outlook
may be pressured if leverage rises from current levels, and CHK's
full-cycle cost structure continues to grow with peak acquisition
prices and surging drilling and oilfield services costs.

The SGL-2 liquidity rating is affirmed due to supportive expected
cash flow over the next twelve months which, combined with ample
pro-forma undrawn availability under CHK's $2 billion senior
secured bank revolver, should soundly cover the firm's full
sustaining and growth capital spending budget.  Moody's also
expects CHK to continue to follow a pattern of sound funding of
acquisitions with long-term unsecured debt and preferred or common
equity.

The SGL-2 rating also reflects the company's ample room under its
credit facility's maintenance covenants, ensuring accessibility to
the revolver over the next four quarters or more.  The SGL-2 is
restrained by high levels of intermittent use of the revolver
prior to long-term acquisition funding is arranged and due to the
fact that total budgeted capital spending is likely to match or
slightly exceed cash flow.  This is cushioned however by the fact
that cash flow amply covers sustaining capital spending and that,
in need, CHK could reduce its capital spending towards sustaining
levels, freeing over $2 billion in cash flow in the current price
environment.

Chesapeake Energy Corporation is headquartered in Oklahoma City,
Oklahoma.


CITIZENS COMMS: Launches New Customer Operations Strategy
---------------------------------------------------------
Dan McCarthy, Citizens Communications Corporation's Executive Vice
President and Chief Operating Officer, reported that its Frontier
operations would pursue a new strategy for its Customer Operations
that will include consolidating all inbound customer calls to two
or three centers and a Work at Home program nationwide by year-end
2007.  The Company expects that this new strategy will improve its
focus on delivering quality customer service and will, therefore,
improve its competitiveness in the marketplace.

A new Frontier Call Center will be established in DeLand, Florida
in August of this year and will house up to 500 employees by
year-end 2007.  DeLand was selected because of the rich labor
market, positive economic climate and opportunity to attract a
strong employee base.

"Our goal is to consolidate to two or three centers.  We are
reviewing all options regarding the locations of the second and
third Call Centers," McCarthy said.  "This announcement will be
made at a later date."

Homeshoring, Frontier's new work-at-home initiative, is currently
being trailed and is a key element of the new Customer Operations
strategy.  If the pilot is successful, plans are to expand the
homeshoring option to 15 - 20% of Call Center employees across  
the company.  Homeshoring offers employees the convenience of
working from home and virtually no commuting costs, while enabling
us to provide around-the-clock service to customers with greater
efficiency.  It also enables a company to efficiently address
peak-hour or emergency calling times without disrupting the
customer experience.

Investments in new technology will support this strategy and will
allow each Call Center Representative to easily access different
computer systems and assist customers with billing, repair or
collections questions.  This will improve efficiencies on all
inbound calls.

"We are continually looking for ways to improve our service
delivery and infrastructure," said McCarthy.  "Simplifying our
business by improving our Call Center processes will provide
additional value to our customers."

Frontier currently has Call Centers in Kingman,  Ariz.,
Burnsville,  Minn. And Gloversville, Middletown, Monroe and
Rochester, N.Y., in addition to eight other smaller Call Centers
in the country.

                   About Citizens Communications

Based in Stamford, Conn., Citizens Communications Corporation
(NYSE:CZN) -- http://www.czn.net/-- is a communications company  
providing services to rural areas and small and medium-sized towns
and cities as an incumbent local exchange carrier, or ILEC.  The
Company offers its ILEC services under the "Frontier" name.

                         *     *     *

As reported in the Troubled Company Reporter on May 30, 2006,
Moody's Investors Service placed the debt ratings of Citizens
Communications' on review for possible upgrade, reflecting the
company's increased commitment to maintain a stable and
predictable debt profile.  Affected ratings include the Ba3
ratings of the Company's Corporate family rating, Senior unsecured
revolving credit facility, and Senior unsecured notes, debentures,
bonds.  These ratings were placed on review for possible upgrade.


COLETO CREEK: Improved Prospects Cue Moody's to Upgrade Ratings
---------------------------------------------------------------
Moody's Investors Service changed the rating of the proposed first
lien credit facilities of Coleto Creek Power LP to B1 from B2
following proposed changes in the capital structure of Coleto
whereby the first lien senior secured term loan will be reduced to
approximately $735 million from $935 million and Coleto will issue
approximately $200 million of a second lien term loan.  The first
lien letter of credit facility will remain $170 million and the
first lien revolving credit facility will remain $60 million.   
The rating outlook is stable.

The upgrade is a result of the improved prospects for recovery of
the first lien lenders in a default scenario.  Although the
project is now projected to incur interest expense at somewhat
higher levels than those assumed in the base case projections
reviewed by Moody's, and Coleto's cash flow metrics on a total
debt basis are now projected to be slightly weaker, in Moody's
opinion, the change in projected financial performance of the
project is not sufficient to deem an overall credit deterioration.

Therefore, the bifurcation of the term loan facility into first
and second priority lien, which significantly improves the
prospects for recovery of the first lien lenders in a default
scenario, results in the higher B1 rating for the newly sized
first lien facilities.

Proceeds from the first and second lien term loans, along with
approximately $288 million of cash equity, will be used to finance
the costs of American National Power, Inc.'s acquisition of
Coleto, a 632 MW coal-fired generating facility located in Goliad
County Texas, including the repayment of the existing term loans
at Coleto.  The letter of credit facility will be utilized to
provide collateral to contract counterparties and as a reserve for
debt service.  The revolving credit facility will be used for
working capital or to provide additional collateral.

Coleto's existing ratings of Ba3 and B1 assigned to its
$360 million first lien and $150 million second lien credit
facilities, respectively, will be withdrawn upon their repayment
with the proceeds from the proposed term loan.  Should the
transaction not close as anticipated, Coleto's existing facility
ratings of Ba3 for the first lien debt and B1 on the second lien
would remain unchanged.

The ratings are predicated upon final structure and documentation
being consistent with Moody's current understanding of the
transaction.  For a more complete discussion of Moody's rating
rationale and fundamental view of the credit quality of Coleto,
please refer to our press release dated June 16, 2006 and our
Credit Opinion posted on Moodys.com.

Coleto Creek Power LP is a 632 MW coal-fired electric generating
facility located in Goliad County Texas.  Coleto is owned 100% by
subsidiaries of American National Power, Inc., the North American
Subsidiary of International Power plc.


CONSOLIDATED MEDICAL: Reports $57,000 First Quarter Loss
--------------------------------------------------------
Consolidated Medical Management, Inc., incurred a net loss of
$57,000 for the quarter ended March 31, 2006.  The loss is
entirely attributable to accrual of expenses incurred for
consultants.  For the same period in the prior year, the Company
reported a $60,540 net loss.

The Company's balance sheet at March 31, 2006, showed $4,166,000
in total assets and $3,626,536 in total liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?c31

                       Going Concern Doubt

Gaines & Company, Inc., raised substantial doubt about
Consolidated Medical's ability to continue as a going concern
after it audited the Company's financial statements for the years
ended December 31, 2005 and 2004.  The auditing firm pointed to
the Company's recurring losses from operations.

Based in Baton Rouge, Louisiana, Consolidated Medical Management,
Inc., doing business as Consolidated Minerals Management, Inc.,
does not have significant operations.  The company was previously
engaged in the delivery of turn-key management services for the
home health industry in south Louisiana.


CSK AUTO: Launches Tender Offers for $450 Million Senior Notes
--------------------------------------------------------------
CSK Auto Corporation's (NYSE: CAO) wholly owned subsidiary, CSK
Auto, Inc., intends to commence cash tender offers and consent
solicitations with respect to its:

    * outstanding $225 million aggregate principal amount of
      7% Senior Subordinated Notes due 2014,

    * $125 million aggregate principal amount of 3-3/8% Senior
      Exchangeable Notes due 2025, and

    * $100 million aggregate principal amount of 4-5/8% Senior
      Exchangeable Notes due 2025.

                        New Term Facility

CSK Auto, Inc. also entered into a Commitment Letter with J.P.
Morgan Securities Inc. and certain other lenders party to pursuant
to which J.P. Morgan Securities Inc. and the lenders party thereto
have, subject to certain conditions, committed to provide, and
enter into a definitive agreement with respect to, a senior
secured term facility of up to $450,000,000.

                   Terms of the Tender Offers

Under the terms of the tender offers, CSK Auto, Inc. will offer to
purchase any and all of the outstanding Notes at a purchase price
equal to $1,000 per $1,000 principal amount of the Notes, plus
accrued and unpaid interest to, but excluding, the date of
purchase.

The tender offers will expire at 5 p.m., New York City time, on
July 18, 2006, unless extended or earlier terminated.

Payments of the tender consideration for 7% Notes validly tendered
and not withdrawn at or prior to 5 p.m., New York City time, on
June 30, 2006 are expected to be made promptly after the Early
Settlement Deadline.  Payments of the tender consideration for 7%
Notes validly tendered and not withdrawn after the Early
Settlement Deadline and at or prior to the Expiration Time will be
made promptly after the Expiration Time.

Payments of the tender consideration for Exchangeable Notes
validly tendered and not withdrawn at or prior to the Expiration
Time will be made promptly after the Expiration Time.

In connection with the tender offers, CSK Auto, Inc. will solicit
the consents of the holders of the Notes to proposed amendments to
the indentures governing the Notes.  The primary purpose of the
proposed amendments and the consent solicitations is to waive any
and all defaults and events of default existing under the
indentures, eliminate substantially all of the material
restrictive covenants and certain events of default and related
provisions in the indentures, and rescind any and all prior
notices of default and/or acceleration delivered to CSK Auto, Inc.
pursuant to the indentures.  In order to be effective, holders of
a majority in aggregate principal amount of each series of Notes
must consent to the proposed amendments with respect to the
indenture governing such series of Notes.

CSK Auto, Inc. will not offer any separate or additional payment
for the consents.  Holders of Notes may not tender their notes
without delivering the related consents.

The consummation of the tender offers for each series of Notes
will be conditioned upon, among other things, the valid tender of
a majority in aggregate principal amount of the Notes subject to
such tender offer and that CSK Auto, Inc. has not received a
notice of acceleration under the indenture for such series of the
Notes.  Although the Company does not expect to file any periodic
reports with the Securities and Exchange Commission prior to the
consummation of the tender offers, any such filing would not
terminate the tender offers.  In addition, the tender offer for
the 7% Notes will be conditioned on the ability to borrow the
funds to pay the tender consideration under the New Term Facility.  
If any of the conditions are not satisfied, CSK Auto, Inc. will
not be obligated to accept for payment, purchase or pay for, or
may delay the acceptance for payment of, any tendered Notes of the
affected series, and may terminate the applicable tender offer.

Full details of the terms and conditions of the tender offers will
be included in CSK Auto, Inc.'s Offer to Purchase and Consent
Solicitation Statement with respect to the Exchangeable Notes and
its Offer to Purchase and Consent Solicitation Statement with
respect to the 7% Notes, each dated June 19, 2006.

Questions and requests for documents related to the tender offers
and consent solicitations may be directed to the Information Agent
and Depositary for the tender offers and consent solicitations for
the Notes:

     The Altman Group, Inc.
     Telephone (201) 806-7300

                         About CSK Auto

Headquartered in Phoenix, Arizona, CSK Auto Corporation --
http://www.cskauto.com/-- is the parent company of CSK Auto,
Inc., a specialty retailer in the automotive aftermarket.  As of
Jan. 29, 2006, the Company operated 1,273 stores in 22 states
under the brand names Checker Auto Parts, Schuck's Auto Supply,
Kragen Auto Parts and Murray's Discount Auto Parts.

                         *     *     *

As reported in the Troubled Company Reporter on June 5, 2006,
Moody's Investors Service downgraded all long-term ratings of CSK
Auto, Inc., and lowered the company's speculative grade rating to
SGL-4 from SGL-2.

Ratings downgraded and left on review for further possible
downgrade include corporate family rating to B1 from Ba3;
$100 million senior unsecured convertible notes due 2025 to B1
from Ba3; $125 million senior unsecured notes due 2025 to B1 from
Ba3, and $225 million senior subordinated notes due 2014 to B3
from B2.


D&M FINANCIAL: Ch. 7 Trustee Hires Rothbard Rothbard as Counsel
---------------------------------------------------------------
The United States Bankruptcy Court for the District of New Jersey
allowed Jonathan Kohn, Esq., the chapter 7 Trustee overseeing the
liquidation of D&M Financial Corp., to employ Rothbard, Rothbard
Kohn & Kellar as his counsel.

Rothbard Rothbard is expected to:

   a) investigate financial affairs of the debtor;
   b) evaluate potential avoidance actions;
   c) assist in the sale of assets and collection of debts; and
   d) examine claims.

The Trustee tells the Court that the firm's professionals bill:

    Professional                    Position         Hourly Rate
    ------------                    --------         -----------
    Jonathan Kohn, Esq.             Partner             $350
    Jeffrey M. Rothbard, Esq.       Partner             $350
    Christopher J. Kellar, Esq.     Partner             $350
    James F. Vislosky, Jr. , Esq.  Associate           $225

To the best of the Trustee's knowledge, Rothbard Rothbard does not
hold or represent any adverse interest to the Debtor's estate.

Headquartered in Belleville, New Jersey, D&M Financial Corp. --
http://www.dnmfc.com/-- is a full-service mortgage company that  
offers home loan products.  The company filed for chapter 11
protection on Feb. 14, 2006 (Bankr. D. N.J. Case No. 06-11040).
Saul A. Berkman, Esq., represents the Debtor.  When the Debtor
filed for protection from its creditors, it estimated assets
between $100,000 to $500,000 and debts between $10 million to $50
million.  The Debtor's chapter 11 case was converted to a chapter
7 liquidation on Mar. 28, 2006.  Jonathan Kohn, Esq., was
appointed as the chapter 7 trustee.


DALRADA FINANCIAL: March 31 Balance Sheet Upside-Down by $19 Mil.
-----------------------------------------------------------------
Dalrada Financial Corporation earned $2,274,000 of net income for
the three months ended March 31, 2006, as compared to $62,000 of
net income earned for the same period in the prior year.

Total revenues were $18,899,000 and $5,449,000 for the three
months ended March 31, 2006, and 2005, respectively.  The increase
was due primarily to the addition of new clients for staffing
services, which contributed $18,855,000 of revenues for the three
months ended March 31, 2006 compared to $4,095,000 in the
comparable prior-year period.

At March 31, the Company's balance sheet showed $13,311,000 in
total assets, $32,152,000 in total liabilities and $256,000 in
minority interests, resulting in total stockholders' deficit of
$19,097,000.

A full-text copy of the Company's quarterly report is available
for free at http://ResearchArchives.com/t/s?c3d.

                        Going Concern Doubt

Pohl Mcnabola expressed substantial doubt about Dalrada Financial
Corporation's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal years
ended June 30, 2005, and 2004.  The auditing firm pointed to the
Company's:

     -- $4,218,000 net loss from continuing operations for the
        year ended June 30, 2005;

     -- $26,780,000 working capital deficit at June 30, 2005; and

     -- $24,695,000 stockholders' deficit at June 30, 2005.

In addition, the auditing firm cited the Company's default on
certain note payable obligations, lawsuits from numerous trade
creditors as well as a deficiency in payroll tax liability
payments.

                           About Dalrada

Headquartered in San Diego, California, Dalrada Financial
Corporation (OTCBB: DRDF) -- http://www.dalrada.com/-- provides a   
number of professional services related to human resources for
businesses.  Dalrada provides a variety of innovative financial
services to businesses, including comprehensive human resource
administration, workers' compensation coverage, and extensive
employee benefits such as health insurance, HSA savings plans, 125
cafeteria plans, deferred compensation plans, and 401(k) plans.  
Dalrada also offers debit card payroll accounts and payroll
advances.  These services enable small to medium-size employers to
offer benefits and services to their employees that are generally
available only to large companies.

Dalrada provides services through its wholly owned subsidiaries
and division, SourceOne Group, Inc., Master Staffing and Heritage
Staffing.  The Solvis Group, Inc., (OTC: SLVG), its 90% owned
subsidiary, includes several operating units, including
CallCenterHR(TM), Worldwide of California, and M&M Nursing.
Solvis also operates Imaging Tech, Inc., whose proprietary
product, PhotoMotion(TM), is a patented color medium of
multi-image transparencies.


DANA CORPORATION: Can Continue Director Compensation Program
------------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York authorized Dana Corporation to
modify and continue its director compensation program and pay
prepetition fees and expenses owing to certain Directors.

Pursuant to the Court's order, the Board of Directors of Dana
Corporation authorized the payment to Dana's non-management
directors of retainer fees of $70,000 per annum as their
compensation for service on the Board.  The amounts will be paid
quarterly in arrears in cash commencing on June 30, 2006.

The Board further authorized the payment to Dana's non-management
directors of $45,000 per annum, in cash, only on:

   (i) Dana's emergence from Chapter 11; or

  (ii) the date of occurrence of other circumstances specified
       for the payment of completion fees to Dana's financial
       professionals retained in its bankruptcy case.

The amounts will be payable to any non-management directors who
have resigned and to any successor non-management directors as
and when the company's other non-management directors serving
through the Payment Date are compensated, on a pro rata basis.

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 CORPORATION: Wants to Walk Away from 22 Contracts & Leases
---------------------------------------------------------------
Dana Corporation and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Southern District of New York
to reject 22 executory contracts and unexpired leases of certain
equipment and related service agreements effective as of
June 30, 2006:

   Contracting Party                      Description
   -----------------                      -----------
   Banc of America Leasing and Capital    Equipment Lease
   CCA Financial, LLC                     Equipment Lease
   CCA Financial, LLC                     Equipment Lease
   CCA Financial, LLC                     Equipment Lease
   CCA Financial, LLC                     Equipment Lease
   CCA Financial, LLC                     Equipment Lease
   CIT Technology Financing Services      Lease Agreement
   De Lage Landen Financial Services      Equipment Lease
   Entergy Systems and Service, Inc.      Service Agreement
   General Electric Capital Corp.         Equipment Lease
   General Electric Capital Corp.         Equipment Lease
   General Electric Capital Corp.         Equipment Lease
   General Electric Capital Corp.         Equipment Lease
   Pitney Bowes Credit Corporation        Equipment Lease
   Pitney Bowes Inc.                      Equipment Service
   Richard J. Miller, Esq.                Vehicle Lease
   Sleight Business Machines, Inc.        Maintenance Agreements
   Xerox Corporation                      Equipment Agreement
   Xerox Corporation                      Equipment Agreement
   Xerox Corporation                      Equipment Agreement
   Xerox Corporation                      Equipment Agreement
   Xerox Corporation                      Equipment Agreement

The Debtors have determined that that the 22 Contracts and Leases
are no longer necessary to their ongoing business operations or
restructuring efforts.

The Debtors assure the Court that they have surrendered, or will
surrender by June 30, 2006, possession of any property leased
under the Contracts and Leases to the Contracting Party.

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: Adopts Protocol to Pay Non-Debtor Fees & Expenses
------------------------------------------------------------
Dana Corporation and its debtor-affiliates employ certain
professionals that provide services to certain of their non-debtor
foreign affiliates, including Jones Day, AP Services, LLC, Dorsey
& Whitney LLP and PricewaterhouseCoopers LLP.

Michael L. DeBacker, vice president, general counsel & secretary
of Dana Corporation, discloses that certain of the Foreign
Service Professionals' retention applications contained
statements that their incurred fees and expenses in connection
with their services to various of the Foreign Affiliates would be
paid by the applicable non-debtor and not be paid from the
Debtors' estates.

As the Debtors and their non-debtor affiliates prepare to issue
payments for the first postpetition invoices for Non-debtor Fees
and Expenses, they determined that certain representations
require clarification.

Mr. DeBacker clarifies that the Non-Debtor Fees and Expenses will
be paid by the applicable non-debtor affiliates.  However,
consistent with the Final Cash Management Order, the process by
which certain of the Foreign Affiliates will make those payments,
as U.S. dollar payments, is through the Netting Process under the
Cash Management System.

Thus, under the Cash Management System, the Non-debtor Fees and
Expenses, which are either in U.S. dollars or are obligations of
Foreign Affiliates that the Debtors pay by agreement, would be
paid by the Debtors and reimbursed by the applicable non-debtor
affiliates through the Netting Process in the ordinary course of
business.

To mitigate any potential concerns parties might have about
paying the Non-debtor Fees and Expenses through the Netting
Process, the Debtors intend to schedule payment of the Non-debtor
Fees and Expenses toward the end of the monthly netting cycle to
minimize the period between payment by the Debtors and
reimbursement through the Netting Process, and therefore
minimizing to the fullest extent possible any indirect costs to
the Debtors' estates.

Neither the Official Committee of Unsecured Creditors nor the
U.S. Trustee has expressed any objection to the procedure for
paying Non-debtor Fees and Expenses, Mr. Debacker says.

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: Has Exclusive Right to File Plan Until February 2007  
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended, until Feb. 1, 2007, the period within which only Delphi
Corporation and its debtor-affiliates can file a plan of
reorganization.  The Court further extended, until April 2, 2007,
the Debtors' exclusive period to solicit acceptances of that plan.

The Debtors asked for the extension because of the sheer size and
complexity of their bankruptcy cases.  As reported in the Troubled
Company Reporter on June 14, 2006, John Wm. Butler, Jr., Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP said that the Debtors'
cases are complicated by their long history with General Motors
Corporation and the disadvantageous labor contracts they inherited
from their former parent.

According to Mr. Butler, the Debtors must address numerous issues
including the re-pricing of parts supplied to GM and the
litigation and negotiations with the labor unions to reduce
legacy liabilities and eliminate restrictions that prevent the
Debtors from exiting non-strategic, non-profitable operations.

The Debtors require more time to position their businesses to
execute the transformation plan and formulate, promulgate, and
build consensus for a plan of reorganization, Mr. Butler said.
                       
                        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: Auditor Continues Analysis of 2005 Annual Report
-------------------------------------------------------------
Delphi Corporation is in the process of completing its 2005
Financial Statements so that it may file its annual report on
Form 10-K for the year ended December 31, 2005, with the
Securities and Exchange Commission.  Delphi has substantially
completed the preparation of its 2005 Financial Statements and its
independent registered public accounting firm, Deloitte & Touche
LLP, is in the process of completing an audit of those financial
statements.

Deloitte requires additional analysis to evaluate Delphi's
assumption of a 6.75% discount rate, which was based on Moody's AA
Bond Index at the end of 2002, and the resultant pension expense
for the year ended December 31, 2003, with respect to Delphi's
U.S. defined benefit pension plans.

In this regard, the DIP Credit Facility has been further amended
to provide additional time for Delphi to complete the analysis and
the 2005 Financial Statements and for Deloitte to complete its
audit.

John D. Sheehan, Delphi vice president, chief restructuring
officer and chief accounting officer, relates that Delphi's U.S.
pension expense for 2003 was $462,000,000 and the projected
pension benefit obligation as of December 31, 2002, was
$9,700,000,000.  As required by U.S. generally accepted accounting
principles, pension expense and projected pension benefit
obligation for each year is determined at the end of the preceding
year based on certain assumptions, including the discount rate.  
A 25 basis point decrease in the discount rate would increase
pension expense in 2003 between $25,000,000 and $35,000,000 and
pension benefit obligations as of December 31, 2002, by
$3,000,000.

Mr. Sheehan assures that Delphi continues to fully cooperate with
the SEC with respect to informal inquiry regarding accounting
practices related to defined benefit pension plans and other post-
employment benefit plans and has already provided the SEC with
information relating to Delphi's determination of discount rates
during this period.
  
When finalized, the Annual Report on Form 10-K is expected to
reflect a restatement to correct the accounting for income taxes
for the year ended December 31, 2004.  In 2005, Delphi implemented
a new process to accumulate and record deferred tax assets and
liabilities at its non-U.S. locations.  As a result of this
implementation, Delphi determined that net deferred taxes included
in the consolidated balance sheet as of January 1, 2005, was
misstated by $39,000,000, requiring a correction by increasing
2004 income tax expense.  

Other adjustments were identified and corrected related to the
calculation of the 2004 income tax provision amounting to an
additional $26,000,000 of income tax expense.  The effect of these
adjustments on Delphi's previously reported net loss as of
December 31, 2004, was to increase net loss by $65,000,000 to
$4,818,000,000 as compared to the previously reported net loss of
$4,753,000,000.

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


DELPHI CORP: Signs Five-Year Lease Deal with Western States Tech.  
-----------------------------------------------------------------
Pursuant to Court-approved lease procedures, Delphi Corporation
and its debtor-affiliates notify the U.S. Bankruptcy Court for the
Southern District of New York and parties-in-interest that they
will enter into a lease with Western States Technologies Holdings,
Inc., for a 25,665-square foot real property at One Vanderbilt, in
Irvine, California.  The Lease will commence July 1, 2006, and
expire June 30, 2011.

The Debtors will pay a $25,665 security deposit to Western States.  
The Debtors will also pay monthly base rent at:

      First Lease Year        $25,665
      Second Lease Year       $26,948
      Third Lease Year        $28,232
      Fourth Lease Year       $29,515
      Fifth Lease Year        $30,798

The premises will house a Delphi office, or high tech research
and development and part testing facilities.

                        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)


DELTA AIR: Wants to Walk Away From Hillsborough Lease & Debt Pact
-----------------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates ask authority
from the U.S. Bankruptcy Court for the Southern District of New
York to reject, in order to avoid incurring unnecessary expenses
for their future operations, the Lease and Debt Service Agreement
and its related agreements, including:

   -- an Indenture of Trust dated December 1, 1982, as
      supplemented;

   -- a Remarketing Agreement dated December 1, 2000, between
      Delta and Salomon Smith Barney, Inc.; and

   -- a Tender Agent Agreement dated December 1, 2000, among
      Delta, the Bank of New York and Salomon Smith.

The Debtors also seek the Court's approval to abandon personal
property associated with the Lease and Debt Service Agreement.

             Lease and Debt Service Agreement

Delta Air Lines, Inc., is a party to a Lease and Debt Service
Agreement dated December 1, 1982, with the Hillsborough County
Aviation Authority, operator of the Tampa International Airport.  

In relation to the Lease and Debt Service Agreement, Delta and
Hillsborough are also parties to a number of agreements in
connection with certain premises and facilities at Tampa
International Airport.  Pursuant to the agreements, Delta was
required to construct a hangar and maintenance facility using the
proceeds of a series of tax-exempt bonds issued by Hillsborough
in 1982 and refinanced in 1988, 1993, and 2000.  Delta has the
right to use and occupy those facilities and the land underneath
them pursuant to the agreements.

The Debtors relate that there are currently two series of bonds
still outstanding:

    * a 1993 bond issuance for approximately $8,000,000, and
    * a 2000 bond issuance for approximately $16,495,000.

Pursuant to the Lease and Debt Service Agreement:

   -- Delta is required, inter alia, to make payments equal to
      the payments of principal and interest arising on the
      bonds; and

   -- Hillsborough assigned its right to payment to The Bank of
      New York, the trustee under the trust indenture in
      connection to the bonds' issuance.

According to John Fouhey, Esq., at Davis Polk & Wardwell, in New
York, the cost to Delta of using the Tampa Facilities exceeds the
benefit that it receives from the use of those facilities.  As
part of the their ongoing restructuring efforts, the Debtors have
determined that the Tampa Facilities are not necessary to their
continued business operations.

The Debtors propose that the holder of any claim for damages
arising from the rejected agreements should file a proof of claim
against the Debtors by the later of:

  (i) August 21, 2006; and

(ii) 30 days after the effective date of the rejection or
      abandonment to which the claim relates.

The Debtors want the rejection of the Agreements effective as of
June 30, 2006.

                      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 Court Okay on Hiring Ernst & Young as Auditors
---------------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates ask authority
from the U.S. Bankruptcy Court for the Southern District of New
York to hire Ernst & Young LLP as their independent auditors and
accountants, and tax advisory services providers, nunc pro tunc to
May 1, 2006.

Edward H. Bastian, executive vice president and chief financial  
officer of Delta Air Lines, Inc., relates that Ernst & Young is
widely recognized for its experience in providing independent
auditing and accounting services and tax advisory services.  The
firm regularly provides those services to large and complex
business entities, including several other large airlines, both
in and out of bankruptcy proceedings.

In accordance with the Court-approved procedures for hiring
Ordinary Course Professionals, Ernst & Young and various Ernst &
Young Global Limited foreign member firms have provided, and may
in the future provide and be compensated for, certain non-legal
ordinary course services to the Debtors.  

In connection with Ernst & Young's decision to participate in
Delta's competitive bid process to select an independent auditor
for 2006 and to satisfy independence requirements of applicable
regulations and its internal standards, the firm temporarily
ceased providing non-legal ordinary course services to the
Debtors on December 31, 2005, pending the outcome of the
competitive bid process.

After the Debtors decided to engage Ernst & Young as its
independent auditors for fiscal year 2006 and after the Audit
Committee of Delta's Board of Directors approved the firm
providing non-audit services on March 31, 2006, the firm resumed
providing those non-legal ordinary course services to the
Debtors.

The Debtors understand that Ernst & Young and the relevant Ernst
& Young Global foreign member firms will seek payment of any
unpaid amounts for postpetition services pursuant to the OCP
Procedures.

As independent auditors and accountants, Ernst & Young will:

   a. audit and report the consolidated financial statements of
      Delta for the year ended December 31, 2006;

   b. audit and report management's assessment of the
      effectiveness of Delta's internal control over financial
      reporting as of December 31, 2006;

   c. review Delta's unaudited interim financial information
      before it files its Form 10-Q and issue a report to the
      Audit Committee that provides negative assurance as to
      conformity with accounting principles generally accepted in
      the United States;

   d. perform specific audit services set forth in the parties'
      Audit Engagement Letter dated May 8, 2006, including but
      not limited to:

      -- performing an audit of the consolidated financial
         statements of Comair, Inc.;

      -- providing the statutory audit reports for Aero Assurance
         Ltd. and NewSky, Ltd.;

      -- performing the Puerto Rico branch audit;

      -- performing the required agreed upon procedures; and

      -- providing other reports listed in Audit Engagement
         Letter;

   e. at the Debtors' request, provide accounting advisory and
      research services in connection with various accounting
      matters, including:

       * consultations required for significant proposed or
         executed transactions;

       * assistance with and review of registration statements,
         comfort letters and consents; and

       * services related to mergers, acquisitions, and
         divestitures;

   f. provide services to audit transactions, excluding fleet-
      related and facility-related matters, related to specific
      actions undertaken by the Debtors as part of their
      bankruptcy procedures, including but not limited to

      -- restructuring, termination or settlement of pension,
         other postretirement benefit, employee stock ownership
         or post-employment benefit plans;

      -- employee-related restructuring charges; and

      -- restructuring of municipal bond obligations; and

   g. provide services to audit transactions and providing
      consultations related to fresh-start reporting under a
      certain AICPA Statement of Position 90-7, Financial
      Reporting by Entities in Reorganization Under the
      Bankruptcy Code.

According to Mr. Bastian, although Ernst & Young's auditing
services are similar to those that Deloitte & Touche LLP provides
to the Debtors, Deloitte will not be providing the services to
the Debtors with respect to any periods beyond fiscal year 2005.

As tax services provider, Ernst & Young will:

   a. assist and advise the Debtors with the identification and
      resolution of tax issues that will arise during the course
      of the bankruptcy cases;

   b. analyze legal and other professional fees incurred to
      determine future deductibility of those costs for purposes
      of U.S. federal, state and local income taxes;

   c. assist and advise the Debtors in developing an
      understanding of the tax implications of their
      restructuring and reorganization alternatives, including:

       * evaluating the tax impacts that may result from a change
         in the equity;

       * capitalization or ownership of the shares of Delta
         or its assets including, as needed, research and
         analysis of Internal Revenue Code sections, treasury
         regulations, case law and other relevant tax authority,
         including state and local tax law;

   d. provide tax advice regarding availability, limitations,
      preservation and enhancement of tax attributes, including    
      net operating losses and alternative minimum tax credits,
      and reduction of tax costs in connection with stock or
      asset sales, if any;

   e. provide tax compliance services including:

      -- estimated tax payment computations;

      -- extension requests;

      -- preparation of amended tax returns and carry back
         claims;

      -- federal tax depreciation calculations as well as
         gain or loss on disposals of fixed assets;

      -- state tax depreciation calculations;

      -- the required calculations under the Uniform
         Capitalization Rules;

      -- Federal Form 5471, Information Return of U.S. Persons
         With Respect to Certain Foreign Corporations;

      -- Federal Form 5472, Information Return of a 25% Foreign-
         Owned U.S. Corporation or a Foreign Corporation Engaged
         in a U.S. Trade or Business;

      -- computations relating to U.S. withholding on payments to
         foreign persons;

      -- computation of earnings and profits; and

      -- computation of worthless foreign stock deductions;

   f. provide tax advice regarding the validity of tax claims to
      determine if the tax amount claimed correctly reflects the
      true tax liability pursuant to applicable tax law;

   g. assist and advise with respect to open or potential tax
      refund claims and including support to assist in securing
      tax refunds;

   h. provide assistance with tax issues, transactional issues or
      with their dealings with tax authorities; and

   i. provide foreign country tax services by Ernst & Young or
      its affiliates, or any subcontractor or personnel of any
      E&Y entity.

Mr. Bastian assures the Court that Ernst & Young's tax services
are not duplicative to the services provided by Deloitte Tax to
the Debtors.  Deloitte Tax's services relate to other specific
and discrete projects related to federal income tax matters while
E&Y's services primarily involve tax matters related to the
Debtors' Chapter 11 cases.

Ernst & Young will be paid for its tax services on an hourly
basis:

      Professional                              Rates
      ------------                              -----
      Partner/Principal/Exec. Director           $600
      Senior Manager                              450
      Manager                                     350
      Senior                                      300
      Staff                                       200
      Client Serving Associate                    100

Ernst & Young will also be paid:

   a. a $2,500,000 fixed fee plus expenses for audit services;

   b. hourly rates for additional accounting advisory services
      and bankruptcy-related accounting advisory services:

      Professional                        Hourly Rate
      ------------                        -----------
      Partner                            $650 to $750
      Senior Manager                     $510 to $610
      Manager                            $394 to $484
      Senior                             $278 to $345
      Staff                              $193 to $229
      National Office Partner            $700 to $850
      National Office Senior Manager     $550 to $675

      The aggregate fees for the bankruptcy-related accounting
      advisory services will not exceed $200,000; and

   c. $215 per hour for fresh-start accounting advisory services.

Ernst & Young will also seek reimbursement of reasonable
expenses, including travel, meals, accommodations and other
expenses incurred in providing services to the Debtors.

Gerald B. Wilson, a partner at Ernst & Young, assures the Court
that:

   a. he and Ernst & Young's professionals are not connected to
      Judge Hardin, U.S. Trustee or assistant U.S. Trustee
      assigned to the Debtors' cases;

   b. Ernst & Young does not hold or represent any interest
      materially adverse to the Debtors in the matters for which
      it is employed; and

   c. Ernst & Young has no connection to the Debtors, their
      significant creditors or to certain other parties-in-
      interest in their 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).


DELTA AIR: Comair Wants to Reject CBA with Flight Attendants
------------------------------------------------------------
Comair Airlines, a subsidiary of Delta Airlines, filed a second
motion seeking permission from the U.S. Bankruptcy Court for the
Southern District of New York to reject the collective bargaining
agreement with its Teamster-represented Flight Attendants.

In late April, Federal Bankruptcy Judge Adlai Hardin refused Delta
Comair's motion to reject the Teamster contract, which covers
1,100 flight attendants.

"We read Judge Hardin's decision from Comair's first attempt to
void our contracts and we constructed a proposal that satisfied
the requirements he identified to provide necessary savings to
Comair while also including essential job protections for the
flight attendants," Connie Slayback, President of Teamsters Local
513 in Cincinnati, said.  "We want to reiterate that we are
willing to do our fair share to ensure that the public continues
to enjoy the outstanding service Comair provides."

Bargaining between the parties ended in mid-June with the Union
presenting a final proposal that would yield necessary savings for
Comair while giving the flight attendants essential job
protections.  Comair rejected the Union's proposal, and insisted
on a proposal that still seeks far more than $8.9 million from its
Flight Attendants as well as imposing significant and onerous
changes in Flight Attendant working conditions.

"The Teamsters continue to stand by and support the Comair flight
attendants in the face of these unfair attacks by management," Don
Treichler, Teamsters Airline Division Director, said.  "The Flight
Attendants have done their part-both by continuing to work hard
every day for the airline and by offering to make concessions in
accordance with the Judge's decision.  The Union will give its
total support to defending the flight attendants and their
contract in the bankruptcy court."

                     About Delta Air Lines

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


DEMIRCO GROUP: Bank Needs 2 Creditors to Join Involuntary Petition
------------------------------------------------------------------
Charter One Bank, N.A., filed involuntary chapter 7 petitions
against DemirCo Group (North America), L.L.C., DemirCo Holdings
Inc., and DemirCo Industries, L.L.C., on February 17, 2006
(Bankr. C.D. Ill. Case No. 06-70121).  Together with Western
Precision, the DemirCo companies owe Charter One $12.8 million as
of Feb. 17, 2006.  

DemirCo Holdings filed an Answer and Motion to Dismiss the
involuntary petition filed against it but, after hearing, the
Bankruptcy Court entered an Order for Relief against DemirCo
Holdings.  Western Precision has filed a voluntary petition under
Chapter 7 in the United States Bankruptcy Court for the Northern
District of California.

DemirCo Group and the affiliated companies entered into an initial
forbearance agreement with the Bank on April 19, 2005, and a
second forbearance agreement on July 18, 2005.  Pursuant to
those agreements, the alleged debtors' assets which secured
their liabilities to the Bank have been liquidated.  Group
has not conducted any business since its assets were sold on
Aug. 13, 2005.

DemirCo Group (North America), L.L.C. says the Bank's involuntary
petition should be dismissed for three reasons:

     -- because it had more than 12 creditors on the date of
        filing, and three petitioning creditors are required to
        file the involuntary petition;

     -- because portions of the amounts due the Bank are subject
        to a bona fide dispute, the Bank does not meet the
        statutory requirements for an entity to be eligible to   
        file an involuntary petition; and

     -- the dispute between DemirCo and the Bank is a two-party
        dispute which does not belong in the Bankruptcy Court.

The evidence, the Honorable Mary P. Gorman finds in her decision
published at 2006 WL 1642261, shows that DemirCo has more than 12
creditors and two creditors must join the involuntary petition to
be effective.  Judge Gorman orders that Charter One has until July
14, 2006, to file an amended involuntary petition to locate and
convince two or more creditors to join its involuntary petition.  
Otherwise, Judge Gorman says, the involuntary petition against
DemirCo Group (North America) L.L.C. will be dismissed without
further notice.  Charter One Bank is represented by:

     Anne M. Sherry, Esq.
     Jones Day
     77 West Wacker
     Chicago, IL 60601-1692
     Telephone (312) 269-4190


DOMINICK PARISI: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Dominick H. Parisi
        Joanne S. Parisi
        300 Goose Cove Road
        P.O. Box 40
        Sunset, Maine 04683

Bankruptcy Case No.: 06-10211

Chapter 11 Petition Date: June 23, 2006

Court: District of Maine (Bangor)

Debtors' Counsel: George J. Marcus, Esq.
                  Marcus, Clegg & Mistretta, P.A.
                  100 Middle Street, East Tower
                  Portland, Maine 04101-4102
                  Tel: (207) 828-8000
                  Fax: (207) 773-3210

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
   Ken and Cherie Mason                    $100,000
   P.O. Box
   Sunset, ME 04683

   Sue and Stan Hamburger                   $70,000
   No. 4550 Park Avenue
   Chevy Chase, MD 20815

   Mastercard Citibank                      $15,430
   P.O. Box 183064
   Columbus, OH 43218-3064

   Visa MBNA                                $12,837

   Visa Citibank                             $9,988

   Valley Forge Life Insurance Co.           $3,754

   One Beacon Insurance Co.                  $3,102

   Bangor Hydro Electric                     $2,291

   Maine Employers' Mutual                   $2,115

   Blue Hill Memorial Hospital               $2,057

   D. Flax at Kaleidoscope                   $2,023

   Blue Hill Memorial Hospital               $1,957

   Sysco of Northern New England             $1,864

   8829 Platinum Plus for Business           $1,825

   Anthem Blue Cross and Blue Shield         $1,809

   5285 Citibank                             $1,263

   The Painted Bird                          $1,238

   Craig B. Rand, D.M.D.                     $1,224

   Treasurer - State of Maine                $1,220

   Billings Diesel and Marine                $1,065


EASTMAN KODAK: Refinances $500 Million 6.375% Medium-Term Notes
---------------------------------------------------------------
Eastman Kodak Company refinanced $500 million of its 6.375%
Medium-Term Notes, Series A, due June 15, 2006, on June 15, 2006.

This indebtedness was refinanced with a $500 million seven-year
Term B-2 Note issued under the Company's existing $2.7 billion
Credit Agreement, dated as of October 18, 2005, among Eastman
Kodak Company and Kodak Graphic Communications Canada Company as
Borrowers, Lloyds TSB Bank as Syndication Agent, Citicorp USA Inc.
as Administrative Agent, the initial lenders and Citigroup Global
Markets Inc. as Lead Arranger and Bookrunner.  

The seven-year Term B-2 Note was initially comprised of a
$250 million floating rate eurodollar advance with a one-month
interest period at a rate of 7.45% and a second $250 million
floating rate eurodollar advance with a two-month interest period
at a rate of 7.52%.  This Term B-2 note may be pre-paid in whole
or in part at interest reset dates without penalty.

Pursuant to the terms of the Secured Credit Agreement,
$500 million remained available under the seven-year term loan
facility for advance at any time until June 15, 2006, in
contemplation of this planned refinancing.

The obligation is secured by existing pledges by Kodak of
substantially all its U.S. and U.S. subsidiaries' assets,
including accounts receivable, inventory, personal property and
equipment, intellectual property and investments, but excluding
real property, "Principal Properties" and equity interests in
"Restricted Subsidiaries."  In addition, the capital stock of
"Material Subsidiaries" is pledged as collateral security.

                        About Eastman Kodak

Based in Rochester, New York, Eastman Kodak Company --
http://www.kodak.com/-- is a worldwide vendor of imaging products  
and services.  The company is committed to a digitally oriented
growth strategy focused on four businesses: Digital & Film Imaging
Systems - providing consumers, professionals, and cinematographers
with digital and traditional products and services; Health -
supplying the medical and dental professions with traditional and
digital imaging and information systems, IT solutions, and
services; Graphic Communications - providing customers with a
range of solutions for prepress, traditional and digital printing,
document scanning, and multi-vendor IT services; and Display &
Components - supplying original equipment manufacturers with
imaging sensors as well as intellectual property and materials for
the organic light-emitting diode and LCD display industries.

                         *     *     *

As reported in the Troubled Company Reporter on May 25, 2006,
Fitch downgraded Eastman Kodak's Issuer Default Rating to 'B' from
'BB-' and the company's senior unsecured debt to 'B-' from 'B+' on
May 16, 2006.  The Outlook remains Negative. The ratings reflected
Fitch's growing concern regarding EK's ability to generate
profitable organic digital revenue growth and sufficient free cash
flow to offset continual declines in the company's traditional
business.

As reported in the Troubled Company Reporter on May 9, 2006,
Moody's Investors Service placed the ratings of the Eastman Kodak
Company on review for possible downgrade.  Ratings placed on
Review for Possible Downgrade included the Company's Corporate
Family Rating at B1; Senior Unsecured Rating at B2; and Senior
Secured Credit Facilities at Ba3.


EASY GARDENER: Taps Trimingham as Management Consultant
-------------------------------------------------------
Easy Gardener Products, Ltd., and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Trimingham, Inc., as their management
consultant.

Trimingham, Inc. will:

   a) review the Debtors' business plan;

   b) review the Debtors' supply chain, sales forecasting and
      channel management practices to identify EBITDA
      opportunities and make recommendations to the Debtors; and

   c) assist the Debtors' in other aspects of channel management
      and supply chain optimization including merchandizing ideas,
      potential merchandizing partnerships, enhanced use of POS
      data from customers, upgrades to the Debtors' sales
      forecasting process, new product development, leveraging the
      Debtors' existing customer base and leveraging the Debtors'
      systems to allow for more thorough business analysis of
      customers.

The Debtors disclose that the Firm's professionals bill:

                Name                  Hourly Rate
                ----                  -----------
                Christian Feuer          $395
                Jim Danahy               $345
                Bill Simpson             $245
                Hugh Larratt-Smith       $245

The Debtors assure the Court that Trimingham is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not hold or represent any interest
adverse to the Debtors' estates.

                 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.


ENTREMETRIX CORP: Balance Sheet Upside-Down by $1 Mil. at March 31
------------------------------------------------------------------
EntreMetrix Corporation, fka Missouri River and Gold Gem Corp.,
reported a $41,231 net loss for the three months ended March 31,
2006, as compared to a $24,099 for the same period in 2005.

The Company generated $1,833,728 of revenue during the quarter
ended March 31, 2006, a 14.1% decrease from revenue of $2,134,053
recorded for the comparable period in the prior year.

At March 31, the Company's balance sheet showed $172,816 in total
assets and 1,197,362 in total liabilities, resulting in a
$1,024,546 stockholders' deficit.

A full-text copy of the Company's quarterly report is available
for free at http://ResearchArchives.com/t/s?c42

                     Going Concern Doubt
  
Spector & Wong, LLP, expressed substantial doubt about
EntreMetrix's ability to continue as a going concern after
auditing the Company's financial statements for the years ended
December 31, 2005, 2004 and 2003.  The auditing firm pointed to
the Company's operating losses and working capital deficiency.

                      About EntreMetrix

Based in Irvine, California, EntreMetrix Corporation --
http://www.entremetrix.com/-- provides essential structural and  
financial support services to small business clients throughout
the United States.  The Company's structural support services
create value for clients by providing expertise in the areas of
employee and financial management -- eliminating the need for
clients to manage non-core functions.


HEARTLAND INC: Posts $368,811 Net Loss in 2006 First Quarter
------------------------------------------------------------
Heartland, Inc., filed its first quarter financial statements for
the three months ended March 31, 2006, with the Securities and
Exchange Commission on June 23, 2006.

The Company reported a $368,811 net loss on $8,168,493 of net
revenues for the three months ended March 31, 2006, compared to
net loss of $1,257,095 on $8,238,422 of net revenues for last
year's first quarter.

At March 31, 2006, the Company's balance sheet showed $21,395,210
in total assets, $21,802,480 in total liabilities, and $368,215 in
minority interest, resulting in a $775,485 stockholders' deficit.

The Company's March 31 balance sheet also showed $15,771,102 in
total current assets available to pay $19,002,632 in total current
liabilities coming due within the next 12 months.

Full-text copies of the Company's first quarter financial
statements for the three months ended March 31, 2006, are
available for free at http://ResearchArchives.com/t/s?c29

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 7, 2006,
Meyler & Company, LLC, in Middletown, New Jersey, raised
substantial doubt about Heartland, Inc.'s ability to continue
as a going concern after auditing the Company's consolidated
financial statements for the year ended Dec. 31, 2005, and 2004.
The auditor pointed to the Company's negative working capital
accumulated deficit.

Based in Plymouth, Minnesota, Heartland, Inc., operates in the
steel fabrication and real estate construction markets.  It
operates in three divisions: Steel Fabrication, Construction and
Property Management, and Manufacturing.


HILLMAN GROUP: Moody's Rates Proposed $275 Million Sr. Loan at B2
-----------------------------------------------------------------
Moody's Investors Service assigned B2 ratings to Hillman Group's
proposed $275 million senior secured credit facility and affirmed
Hillman Companies B2 corporate family rating.  The net proceeds
from the credit facility are expected to be used to repay the
$214 million term loan and $19 million outstanding under the
revolver.  The rating outlook is stable.  If the refinancing is
completed as proposed, Moody's will withdraw its ratings on
Hillman's existing credit facility rated B2.

The credit facility will be issued by The Hillman Group.  The
B2 rating on the credit facility reflects its priority in the
capital structure as supported by parent holding company and
subsidiary guarantees and collateral pledges comprising
substantially all of the assets of the borrower and guarantors.   
Despite these benefits, the ratings on the credit facility are
rated at the same level as the corporate family rating because of
the modest asset coverage, especially in a distressed scenario.

The final credit agreement is anticipated to contain customary
limitations, and financial covenants governing maximum leverage
and fixed charge ratio.  The ratings assigned are subject to the
receipt of final documentation with no material changes to the
terms as originally reviewed by Moody's.

Hillman's ratings are constrained by its high adjusted leverage,
modest size in a heavily fragmented industry, integration risks
associated with The SteelWorks asset acquisition and low tangible
asset coverage.  The company's ratings are supported by its
leading market share in fasteners and keys/key accessories, stable
industry demand, good operating margins and the company's
extensive distribution network.

These ratings were assigned:

These Hillman Group, Inc.:

   * $40 million senior secured Revolving Credit, maturing 2010,
     at B2;

   * $235 million senior secured Term Loan B, maturing 2011,
     at B2;

This ratings were affirmed:

The Hillman Companies, Inc.:

   * Corporate Family Rating, at B2.

The Hillman Companies, Inc., has headquarters in Cincinnati, Ohio.  
Revenue for the LTM ended March 31, 2006 approximated $380
million.


INDUSTRIAL ENTERPRISES: Applies for Listing on the NASDAQ Market
----------------------------------------------------------------
Industrial Enterprises of America, Inc. (OTCBB:IEAM) filed an
application to become listed on the NASDAQ Capital Market.  
During the application review process, Industrial Enterprises of
America's stock will continue to trade on the Over the Counter
Bulletin Board pending NASDAQ's approval.

In May of this year, management approved a one-for-ten reverse
stock split to increase the Company's visibility within the
financial markets and position the Company's stock to fulfill
requirements necessary to trade on the NASDAQ exchange.

"Becoming listed on the NASDAQ is the next logical step for our
company which is experiencing rapid growth.  The consolidation of
our sales forces is on track and we are well on our way to
establishing ourselves as a large player in the U.S. automotive
aftermarket," John Mazzuto, Chief Executive Officer of Industrial
Enterprises of America, stated.

"Additionally, the Company has recently received a large contract
for packaging which will increase Pitt Penn's current unit output
by 20%.  This order, when combined with the organic growth already
being experienced of over 25%, will further utilize current excess
capacity at the plant and have a substantial positive impact on
profit margins," continued Mr. Mazzuto.

Headquartered in New York City, Industrial Enterprises of America,
Inc. is an automotive aftermarket supplier that specializes in the
sale of anti-freeze, auto fluids, and other automotive additives &
chemicals.  The company has distinct proprietary brands that
collectively serve the retail, professional, and discount
automotive aftermarket channels.

                       Going Concern Doubt

Beckstead and Watts, LLP, in Henderson, Nevada, raised substantial
doubt about Industrial Enterprises' ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended June 30, 2005.  The auditor pointed
to the Company's net losses from its inception, and its limited
operations, since the Company has not commenced planned principal
operations.

The Company reported a net loss of $2,276,928, for the three
months ended March 31, 2006, and a net loss of $2,404,265, for the
nine months ended March 31, 2006.


INTEGRATED SECURITY: Inks Royalty Agreement with Renn III, et. al
-----------------------------------------------------------------
Integrated Security Systems, Inc., has issued three unsecured
convertible promissory notes to:

    * Frost National Bank FBO Renaissance Capital Growth & Income
      Fund III, Inc.,

    * Frost National Bank FBO Renaissance US Growth Investment
      Trust PLC, and

    * Frost National Bank FBO BFS US Special Opportunities Trust
      PLC,

in exchange for an aggregate $1,100,000 cash investment.  

The original principal amount of the notes was $400,000 for the
Renn III note, $400,000 for the RUSGIT note, and $300,000 for the
BFS note.  Each note matures on June 16, 2009, and bears interest
at an annual rate of 6%.  Interest to be accrued during the first
year the notes are outstanding was paid in cash on the date of
issuance of the notes, and interest accruing after the first year
will be payable in cash in quarterly installments.  The notes are
convertible at the option of the holder into shares of common
stock of ISSI at the then-current market price, subject to
standard anti-dilution adjustments, upon:

   -- the conversion of all or substantially all of ISSI's
      outstanding convertible indebtedness into shares of capital
      stock of ISSI; or

   -- a change of control of ISSI.  

The common stock of ISSI to be issued upon conversion of the notes
is subject to registration rights agreements previously entered
into with each of Renn III, RUSGIT, and BFS.  Under the
registration rights agreements, ISSI agreed to file a registration
statement with the Securities and Exchange Commission to register
for resale the shares of common stock issuable to Renn III, RUSGIT
and BFS upon conversion of the notes.  

Simultaneously with the execution of the notes, ISSI and its
subsidiaries entered into a Royalty Agreement with Renn III,
RUSGIT, and BFS.  Under the terms of the Royalty Agreement, ISSI
and its subsidiaries are to pay the lenders a fixed percentage of
sales made from narrowly defined new projects of ISSI and its
subsidiaries.  The total royalty payments cannot exceed $100,000
in any year, or $25,000 in any calendar quarter.  

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

              http://ResearchArchives.com/t/s?c26

Headquartered in Irving, Texas, Integrated Security Systems, Inc.
-- http://www.integratedsecurity.com/-- is a technology company   
that provides products and services for homeland security needs.
ISSI also designs, develops and markets safety equipment and
security software to the commercial, industrial and governmental
marketplaces.  ISSI's Intelli-Site(R) provides users with a
software solution that integrates existing subsystems from
multiple vendors without incurring the additional costs associated
with upgrades or replacement.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 8, 2006,
Weaver and Tidwell, LLP, expressed substantial doubt about the
Company's ability to continue as a going concern after it audited
the company's financial statements for the fiscal year ended
June 30, 2004.  The auditors cited the company's significant
losses from operations for the year.  The company received a
similar opinion from its previous auditors, Grant Thornton LLP.

The Company's balance sheet at March 31, 2006 showed total
stockholders' equity deficit of $6,260,850 resulting from
$9,047,107 in total assets and $15,307,957 in total liabilities.
The Company's March 31 balance sheet also showed strained
liquidity with $4,009,981 in total current assets and $8,203,444
in total current liabilities.


INTEPOOL INC: Earns $53.31 Million in Quarter Ended March 31
------------------------------------------------------------
Interpool, Inc., reported a $53,310,000 net income on $102,987,000
of net revenues for the quarter ending March 31, 2006, the Company
disclosed in a Form 10-Q filing with the Securities and Exchange
Commission.    

As of March 31, 2006, the Company's balance sheet shows assets
amounting to $2,199,291,000 and debts totaling $1,605,164,000.  
The Company's equity increased to $544,910,000 at March 31, 2006,
from a $433,618,000 equity at March 31, 2005.

                 Liquidity and Capital Resources

Historically, the Company used funds from various sources to meet
its corporate obligations and to finance the acquisition of
equipment for lease to customers.  The primary funding sources
have been cash provided by operations, borrowings (generally from
banks), securitization of lease receivables, the issuance of
capital lease obligations, and the sale of securities.  In
addition, the Company generated cash from the sale of equipment
being retired from our fleet.  In general, the Company sought to
meet debt service requirements from the leasing revenue generated
by our equipment.  The Company had $378.8 million of unrestricted
cash and cash equivalents on hand and had unused financing
commitments totaling $107.5 million available for future use as of
March 31, 2006 (excluding $123.7 million available under CAI's
revolving credit facility).  

As of March 31, 2006, a total of $107.5 million of financing
commitments was available to the Company for future use.  The
Company is currently in negotiations with other potential lenders
with regard to additional financings to support business growth.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?c3e

                     About Interpool Inc

Headquartered in Princeton, New Jersey, Interpool, Inc., is the
largest lessor of chassis in North America, with a fleet of
227,000 chassis.  Chassis are wheeled frames attached
to cargo containers that, when combined, are equivalent to a
trailer that can be trucked to its destination.  Interpool's only
major competitor in this business is privately held Flexi-Van
Leasing Inc.  

Interpool's other major business is marine cargo container
leasing.  The company focuses on long-term operating and finance
leases.  Interpool also owns 50% of Container Applications
International Inc., which focuses on shorter-term operating leases
and manages Interpool's equipment after its initial long-term
leases.  Marine cargo container leasing is a more cyclical
business than chassis leasing, and depends on global economic
merchandise trends.

                         *     *     *

As reported in the Troubled Company Reporter on June 20, 2006,
Moody's Investors Service upgraded Interpool Inc.'s Corporate
Family Rating to B1 from B2 and the rating on the company's senior
unsecured notes to B2 from B3.  Additionally, the rating on the
capital trust securities issued by Interpool Capital Trust was
upgraded to Caa1 from Caa2.  This rating action results from the
company's improved leverage profile and expected improved
stability in financial performance, and it concludes Moody's
ratings review which began on March 20, 2006.  The outlook for the
ratings is stable.

As reported in the Troubled Company Reporter on May 12, 2006,
Standard & Poor's Ratings Services revised the CreditWatch status
of its ratings on Interpool Inc., including the 'BB' corporate
credit rating, to positive from developing.

"The CreditWatch revision follows the Interpool's improved balance
sheet after the March 29, 2006, sale of approximately 74% of its
dry marine cargo container fleet, with proceeds used to repay $434
million of related debt and a gain of approximately $61 million
realized on the sale," said Standard & Poor's credit analyst Betsy
Snyder.

As reported in the Troubled Company Reporter on March 20, 2006,
Fitch Ratings placed the debt ratings of Interpool Inc. on Rating
Watch Positive.  IPX's Issuer Default Rating and Senior Unsecured
Debt Rating remains at BB while its Senior secured credit facility
remains at BB+.  


ISORAY INC: Investment Fund Extends $1.4 Million Loan
-----------------------------------------------------
IsoRay Medical, Inc., the wholly owned subsidiary of IsoRay, Inc.,
entered into a Loan Agreement with the Hanford Area Economic
Investment Fund Committee on June 15, 2006.

HAEIFC has funded a $1.4 million loan to IsoRay Medical at an
interest rate of 9% and with a 10-year term.  This amount will
assist with the Company's need for additional equipment to meet
the greater demand for its products.  The Company's expansion
plans call for installing two additional production modules in its
facility in Richland, doubling seed production capacity from 120
to 240 patients per month.  "We believe that when the modules are
completed - which may not occur until October 2006 -- that we will
be able to meet demand through the end of 2006," said David
Swanberg, Executive V.P. of Operations.

The loan is secured by IsoRay Medical's accounts receivable,
inventory, equipment and machinery and by assignments of a lease
and certain life insurance policies.  The loan contains certain
financial and other covenants, including that all production
facilities and corporate headquarters must remain in Benton and
Franklin Counties in Washington (although HAEIFC will consider
requests for moving part of IsoRay Medical's operations or
establishing additional facilities outside this area), that no
employee may receive annual compensation in excess of $100,000
unless receiving such compensation prior to June 15, 2006 (subject
to exceptions for certain prospective employees), and that,
effective June 30, 2010, no dividends or bonuses may be paid in
excess of 30% of the prior year's net income.

A full-text copy of the Loan Agreement, dated June 15, 2006,
between IsoRay Medical, Inc. and the HAEIFC is available for free
at http://researcharchives.com/t/s?c3f

A full-text copy of the Commercial Security Agreement, dated
June 15, 2006, between IsoRay Medical, Inc. and the HAEIFC is
available for free at http://researcharchives.com/t/s?c40

IsoRay, Inc., formerly known as Century Park Pictures Corporation
has no operations, assets or liabilities since its fiscal year
ended September 30, 1999 through June 30, 2005.  The company
merged with IsoRay Medical, Inc., on May 27, 2005, and the merger
closed on July 28, 2005.  As a result of the merger, the company
changed its name to IsoRay, Inc.  IsoRay Medical sells IsoRay
131Cs brachytherapy seed for the treatment of prostate cancer.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Feb. 28, 2006,
IsoRay's management indicated there's doubt about the company's
ability to continue as a going concern.  Management pointed to the
company's heavy cash expenditures and lack of additional
financing.  S. W. Hatfield, CPA, in Dallas, Texas, expressed
substantial doubt about IsoRay, Inc.'s ability to continue as a
going concern after auditing the financial statements for the
years ended June 30, 2005, Sept. 30, 2004, and 2003.  Hatfield
pointed to IsoRay's lack of operations and lack of additional
financing.


KAISER ALUMINUM: Wants $77.7 Mil. Deal with CNA Insurers Approved
-----------------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, Kaiser Aluminum Corporation and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware to
approve their settlement agreement with:

    -- Continental Casualty Company;

    -- Columbia Casualty Company;

    -- Transcontinental Insurance Company; and

    -- Continental Insurance Company and the formerly related
       Harbor Insurance Company.

In May 2000, Kaiser Aluminum & Chemical Corp. instituted an
insurance coverage action against the CNA Related Companies and
other insurers before the Superior Court of California for the
County of San Francisco.  KACC sought:

   (1) a declaratory judgment that the insurers are obligated to
       cover the asbestos-related bodily injury products that
       have been asserted against KACC; and

   (2) damages for breach of contract and breach of the covenant
       of good faith and fair dealing against several of the
       insurers.

The CNA Related Companies issued 18 policies that provide KACC
insurance coverage that spans the period from 1978 to 1985.  The
CNA Related Companies issued other policies, which are not
involved in the Coverage Action.

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that the Debtors and the CNA
Related Companies have engaged in negotiations to resolve their
dispute regarding the Subject Policies.

              Terms of the Settlement Agreement

Pursuant to the Settlement Agreement, the CNA Related Companies
agree to make a $77,750,000 settlement payment.  The CNA Related
Companies will deliver $7,775,000 not later than June 1 each year
from 2007 to 2016.

Payment will be made to U.S. Bank National Association, as
settlement account agent, unless a Trigger Date has occurred, in
which case, payment will be made to the Funding Vehicle Trust.

The Trigger Date is the day that the last of these events has
occurred:

     * the order approving the Settlement Agreement becomes a
       Final Order; and

     * the occurrence of the Plan Effective Date.

Other terms of the Settlement Agreement are:

   (a) The CNA Related Companies, their parents, affiliates and
       employees will receive all the benefits of being
       designated as a Settling Insurance Company in the Plan,
       including the benefits of the Personal Injury Channeling
       Injunctions;

   (b) The KACC Parties will release all their claims under the
       Subject Policies and certain other rights under the Other
       CNA Parties Policies;

   (c) Effective on the Trigger Date, the KACC Parties will have
       no insurance coverage from any of the CNA Parties under
       the Subject Policies or the Other CNA Parties Policies
       with respect to any past, present or future tort claims;

   (d) If any claim is brought against any of the CNA Related
       Companies that is subject to a PI Channeling Injunction,
       the Funding Vehicle Trust will establish that the claim is
       enjoined as to the CNA Parties; and

   (e) The CNA Parties will not seek from any entity other than
       its reinsurers or retrocessionaires:

       * reimbursement of any payments that they are obligated to
         make under the Settlement Agreement; or

       * any other payments the CNA Related Companies have made
         to or for the benefit of KACC or, upon its creation, the
         Funding Vehicle Trust, under the Subject Policies,
         whether by way of contribution, subrogation,
         indemnification or otherwise.

       In no event will the CNA Parties make any claim for or
       relating to insurance, reinsurance or retrocession against
       any KACC Party.

The Settlement Agreement also contains certain rights to
adjustment of the Settlement Amount if asbestos litigation is
enacted into law prior to the time that the last scheduled payment
is due from the CNA Related Companies.

If the legislation eliminates the obligation of the Funding
Vehicle Trust, the Asbestos PI Trust and the KACC Parties to make
payments to all holders of Asbestos PI Claims, the CNA Related
Companies will have no obligation to make any additional payments
not yet due under the Settlement Agreement.  However, the CNA
Related Companies will continue to make the payment equivalent to
6% of the amount owed to the Silica PI claims, unless the
Asbestos Legislation also eliminates the obligation of the Silica
PI Trust, the Funding Vehicle Trust and KACC.

If the asbestos legislation is enacted then ceases to be in force
and effect, the CNA Related Companies' obligation to pay the
remaining Settlement Amount will be reinstated nunc pro tunc to
the time of the enactment, unless the CNA Related Companies
demonstrate to the Court that the balance should be adjusted.
       
                Agreements with Other Insurers

According to Ms. Newmarch, the Settlement Agreement also permits
the CNA Related Companies to continue pursuing their appeal from
the District Court's May 11, 2006 order affirming the Plan
Confirmation Order, provided that they can obtain amendments to
the settlement agreements between the KACC Parties and:

   (a) certain underwriters;
   (b) members or names at Lloyd's, London;
   (c) certain London Market Companies;
   (d) the AIG Parties; and
   (e) the ACE Related Companies.

The previous settlement agreements require, as part of the
Trigger Date that the Confirmation Order be a Final Order before
the insurers' obligations to pay their settlement amounts are
triggered or the insurers' payments passes to the Funding Vehicle
Trust.

If the amendments are obtained, the applicable Trigger Date would
be the later of the date that the order approving the applicable
settlement agreement becomes a Final Order and the Plan becomes
effective.

If the Previously Settling Insurers agree to the amendments, the
final resolution of the CNA Related Companies' Appeal will no
longer be a condition precedent to the Previously Settling
Insurers' payment of more than $875,000,000 in settlement proceeds
for the benefit of Channeled PI Claims.

If the conditions are met and the Affirmance Order is ultimately
affirmed or upheld, the CNA Related Companies must pay an
additional $1,000,000 within 60 days after the entry of a final
order in the Appeal.  

Ms. Newmarch clarifies that the CNA Related Companies' obligations
under the Settlement Agreement will not be affected by the Appeal.

                       About Kaiser Aluminum

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading   
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on Feb.
12, 2002 (Bankr. Del. Case No. 02-10429), and has sold off a
number of its commodity businesses during course of its cases.  
Corinne Ball, Esq., at Jones Day, represents the Debtors in their
restructuring efforts. Lazard Freres & Co. serves as the Debtors'
financial advisor.  Lisa G. Beckerman, Esq., H. Rey Stroube, III,
Esq., and Henry J. Kaim, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP, and William P. Bowden, Esq., at Ashby & Geddes
represent the Debtors' Official Committee of Unsecured Creditors.  
On June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 99;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


KAISER ALUMINUM: Wants Asbestos Escrow Funds Returned
-----------------------------------------------------
Kaiser Aluminum & Chemical Corporation asks the U.S. Bankruptcy
Court for the District of Delaware to authorize the return of
funds held in escrow pursuant to a prepetition asbestos claims
settlement processing agreement.

Before the Debtor filed for bankruptcy, KACC was named as a
party-defendant in actions instituted in state and federal courts
in New York by asbestos-related personal injury claimants
represented by Weitz & Luxenberg, P.C.

In March 2000, KACC and W&L entered into the Settlement Agreement
to resolve the pending asbestos litigation.  KACC agreed to make
certain payments on specified dates to KACC's attorney Raymond J.
Heslin, acting as escrow agent.

KACC also agreed not to disclose the contents of the Settlement
Agreement due to the sensitive and confidential nature of
information regarding settlement amounts.

As of KACC's bankruptcy filing, nearly $3,700,000 was held in
trust by Mr. Heslin.  Neither W&L nor KACC has taken any further
action with respect to the Settlement Agreement and no processing
or claim payments have occurred, Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, in Wilmington, Delaware, relates.

Mr. Heslin has indicated that he will return the funds to KACC if
W&L agrees or the Court authorizes the return.  KACC has requested
W&L to permit Mr. Heslin to return the funds.  As of June 19,
2006, W&L has refused to do so, Mr. DeFranceschi says.

The Confirmation Order approves the rejection of the Settlement
Agreement, and any claim in respect of the rejection will
automatically be treated as a Channeled Personal Injury Claim,
Mr. DeFranceschi notes.

Claimants may seek payment only from the Asbestos PI Trust that
will be established on the Effective Date.  To preserve equality
of treatment among similarly situated creditors, the funds should
be returned to KACC, Mr. DeFranceschi asserts.

In accordance with confidentiality restrictions contained in a
Settlement Agreement, KACC also requests authority to file a copy
of the Settlement Agreement under seal.

                       About Kaiser Aluminum

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading   
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on Feb.
12, 2002 (Bankr. Del. Case No. 02-10429), and has sold off a
number of its commodity businesses during course of its cases.  
Corinne Ball, Esq., at Jones Day, represents the Debtors in their
restructuring efforts. Lazard Freres & Co. serves as the Debtors'
financial advisor.  Lisa G. Beckerman, Esq., H. Rey Stroube, III,
Esq., and Henry J. Kaim, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP, and William P. Bowden, Esq., at Ashby & Geddes
represent the Debtors' Official Committee of Unsecured Creditors.  
On June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 99;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


KANSAS CITY SOUTHERN: Appoints Arthur Shoener as President & COO
----------------------------------------------------------------
Kansas City Southern (NYSE: KSU) has named Arthur L. Shoener as
the Company's president and chief operating officer.  Mr. Shoener
was also elected to the KCS board of directors.

Michael R. Haverty, chairman and chief executive officer of KCS,
said Shoener will serve on the KCS board until the annual
shareholders meeting in 2008, after which he would be eligible for
nomination by the board and election by the shareholders.
Previously, Shoener was executive vice president and COO of KCS.
Haverty remains as chairman and CEO of KCS.

"Art's accomplishments and ability in managing day-to-day
operations since he arrived a year and a half ago demonstrate his
qualifications to serve as president and to continue to integrate
our railroads, both north and south of the border," said Haverty.
"Art also adds more rail operating experience and expertise to the
board."

Shoener will continue to lead The Kansas City Southern Railway
Company as president and CEO, will oversee Kansas City Southern de
Mexico, S.A. de C.V. operations as vice chairman of the KCSM
board, and will oversee the Shared Services organization at KCS.
Shared Services provides support in purchasing, marketing, human
resources, labor relations, information technology and legal for
both KCSR and KCSM.  He will also work closely with Jose Zozaya,
KCSM's president and executive representative.

"I am pleased to have been named KCS' president and COO and
elected to the KCS board of directors," said Shoener. "I look
forward to working with Mike and the rest of the KCS team, and
continuing the integration of our U.S. and Mexico holdings."

The KCS board of directors also approved the acquisition of 30 GE
Transportation Systems ES44AC locomotives to be delivered to KCSM
in late 2006 and early 2007, and 30 EMD SD70ACe locomotives to be
delivered to KCSR by the end of the third quarter of 2007.  The
acquisition of newer, more efficient and environmentally friendly
locomotives is part of the first phase of a five year plan.  The
plan will allow KCS to replace three older locomotives with two
newer locomotives, improving the economics of fuel and maintenance
for KCS' operating subsidiaries, and reducing the overall number
of locomotives.  The acquisition of the new locomotives, coupled
with the retirement of the older units, will have a net positive
effect on the company's annual operating cash flow and EBITDA, and
will improve its overall liquidity position.

Headquartered in Kansas City, Missouri, Kansas City Southern
(NYSE: KSU) - http://www.kcsi.com/-- is a transportation holding   
company that has railroad investments in the U.S., Mexico and
Panama.  Its primary U.S. holding is The Kansas City Southern
Railway Company, serving the central and south central U.S.  Its
international holdings include KCSM, serving northeastern and
central Mexico and the port cities of L zaro Cardenas, Tampico and
Veracruz, and a 50 percent interest in Panama Canal Railway
Company, providing ocean-to-ocean freight and passenger service
along the Panama Canal.  KCS' North American rail holdings and
strategic alliances are primary components of a NAFTA Railway
system, linking the commercial and industrial centers of the U.S.,
Canada and Mexico.

                         *     *     *

As reported in the Troubled Company Reporter on May 22, 2006,
Standard & Poor's Ratings Services lowered its preferred stock
ratings on Kansas City Southern to 'D' from 'C' and removed the
ratings from CreditWatch where they were initially placed on
March 23, 2006.  Those ratings were previously lowered on April 4
and May 1 and maintained on CreditWatch with negative
implications.

Standard & Poor's other ratings on Kansas City Southern, including
its 'B' corporate credit rating, remain on CreditWatch with
negative implications, where they were initially placed April 4,
2006.  Ratings were lowered on April 10 and maintained on
CreditWatch.


KENDLE INTERNATIONAL: S&P Rates Proposed $225 Mil. Loans at B+
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating and stable outlook to Cincinnati, Ohio-based
pharmaceutical contract research organization Kendle International
Inc.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating (at the same level as the corporate credit rating) to the
company's proposed $25 million senior secured revolving credit
facility due in 2011 and $200 million senior secured term loan due
in 2012, with a recovery rating of '3', indicating the expectation
of a meaningful (50%-80%) recovery of principal in the event of a
payment default.

The term loan is being used along with on-hand cash to finance the
acquisition of CRL Clinical Services, the Phase II-IV clinical
services business of Charles River Laboratories International
Inc., for $215 million plus transaction fees.

"The ratings on Kendle reflect the company's high leverage, and
integration risk related to the acquisition of CRL Clinical
Services," said Standard & Poor's credit analyst Alain Pelanne.
"These risks are partially offset by the company's growing
position in a fairly fragmented market, its global presence, and
the diverse therapeutic areas served."


KERR-MCGEE CORP: Anadarko Merger Prompts Fitch's Positive Watch
---------------------------------------------------------------
Fitch Ratings placed these ratings of Kerr-McGee Corporation on
Rating Watch Positive following the company's announcement that
it has agreed to be acquired by Anadarko Petroleum Corporation:

  -- Long-term Issuer Default Rating 'BB';
  -- Senior unsecured credit facility 'BB'; and
  -- Senior unsecured notes 'BB'.

Kerr-McGee announced that it has agreed to be acquired by Anadarko
in a transaction valued at approximately $18 billion.  The rating
watch reflects the expectation that Kerr-McGee's existing
$2.4 billion of debt will be taken out shortly after closing or
guaranteed by Anadarko.  

Fitch concurrently placed the ratings of Anadarko on Rating Watch
Negative and anticipates the long-term IDR of Anadarko will remain
investment grade at closing.

Fitch currently rated Anadarko's debt:

  -- Long-Term Issuer Default Rating 'BBB+';
  -- Senior unsecured debt 'BBB+';
  -- Bank credit facility 'BBB+';
  -- Preferred stock 'BBB'; and
  -- Commercial paper 'F2'.

Kerr-McGee is an Oklahoma City, Oklahoma-based energy company with
proven reserves of approximately 900 million barrels of oil
equivalent following the significant asset sales over the last
several quarters.


KWIK SERVICES: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Kwik Services, Inc.
        dba Kwik Kar Lube & Tune of Flowood
        1005 Lakeland Place
        Brandon, Mississippi 39047
        Tel: (601) 919-9895

Bankruptcy Case No.: 06-01102

Type of Business: The Debtor is a tire wholesaler and offers
                  vehicle oil and lubrication services.

Chapter 11 Petition Date: June 23, 2006

Court: Southern District of Mississippi (Jackson)

Debtor's Counsel: J. Walter Newman, IV, Esq.
                  539 Trustmark National Bank Building
                  Jackson, Mississippi 39201
                  Tel: (601) 948-0586
                  Fax: (601) 948-0588

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


LEAP WIRELESS: Closes $1.1 Bil. Senior Secured Credit Facilities
----------------------------------------------------------------
Leap Wireless International, Inc. (Nasdaq:LEAP) reported the
successful syndication and closing of its $1.1 billion of senior
credit facilities for its wholly owned subsidiary, Cricket
Communications, Inc.

The new facilities consist of a seven-year $900 million term loan
facility, which was fully drawn at closing, and a five-year
$200 million revolving credit facility, which was undrawn at
closing.

The new term loan bears interest at the London Interbank Offered
Rate plus 2.75% or at the bank base rate plus 1.75%, as selected
by Cricket.  These interest rates automatically decrease by 0.25%
if Leap's corporate family debt rating published by Moody's
Investor Services is upgraded to a rating of B2 or better (it
currently stands at B3) and the Company maintains a corporate
family debt rating of B- or better with Standard & Poor's Ratings
Services (it currently stands at B-).  Outstanding borrowings
under the term loan must be repaid in 24 quarterly payments of
$2.25 million each, starting Sept. 30, 2006, followed by four
quarterly payments of $211.5 million each, beginning Sept. 30,
2012.  The commitment fee on the revolving credit facility is
payable quarterly at a rate of between 0.25% to 0.5% per annum on
the amount of availability under the revolving credit facility,
depending on Leap's consolidated senior secured leverage ratio (as
specified in the amended and restated credit agreement).

Borrowings under the revolving credit facility would currently
accrue interest at LIBOR plus 2.75% or at the bank base rate plus
1.75%, as selected by Cricket, with the rate subject to adjustment
based on Leap's consolidated senior secured leverage ratio.  The
new credit facilities are guaranteed by Leap and all of its direct
and indirect domestic subsidiaries other than Cricket and are
secured by substantially all present and future personal property
and owned real property of Leap, Cricket, and the Subsidiary
Guarantors.

"It is important for Leap to have a capital structure that
provides good liquidity while balancing flexibility and cost,"
said Dean Luvisa, acting chief financial officer for Leap.  "These
expanded facilities strengthen our cash position and provide the
Company with flexibility to pursue attractive opportunities for
expansion should they present themselves in the future.  We
believe we are well positioned to grow the business while
maintaining a relatively low overall cost of capital."

Proceeds from the term loan will be used to repay $593 million in
principal amount of debt, plus accrued interest owed under the
Company's existing credit agreement immediately prior to the
amendment and restatement of the credit agreement, and to pay
transaction fees and expenses (including arrangement fees and a
syndication fee).  In addition, the term loan is expected to
provide the Company with net proceeds of $295 million to be used
for ongoing working capital, acquisitions (including the
acquisition of wireless licenses that may be purchased in the
Federal Communications Commission's "Advanced Wireless Service"
Auction, also known as Auction No. 66), acquisition-related
build-outs, investments and general corporate purposes.

Under the credit facilities, Leap and its subsidiaries are subject
to certain limitations, including limitations on their ability:

   * to incur additional debt or sell assets, with restrictions on
     the use of proceeds;

   * to make certain investments and acquisitions (including
     investments in designated entities, including for the
     purposes of participation in the FCC's Auction No. 66);

   * to grant liens; and

   * to pay dividends and make certain other restricted payments.

In addition, Leap and its subsidiaries will be required to pay
down the facilities under certain circumstances if they issue
debt, sell assets or property, receive certain extraordinary
receipts or generate excess cash flow (as defined in the amended
and restated credit agreement).  Leap and its subsidiaries are
also subject to a financial covenant with respect to a maximum
consolidated senior secured leverage ratio and, if a revolving
credit loan or uncollateralized letter of credit is outstanding,
with respect to a minimum consolidated interest coverage ratio, a
maximum consolidated leverage ratio and a maximum fixed charge
ratio.

Banc of America Securities LLC and Goldman Sachs Credit Partners
L.P. acted as the Joint Lead Arrangers and Joint Book Managers for
the credit facilities.  Bank of America, N.A serves as
Administrative and Collateral Agent in connection with the new
facilities, with Goldman Sachs Credit Partners L.P. serving as
Documentation Agent.

                       About Leap Wireless

Based in San Diego, California, Leap Wireless International, Inc.,
(NASDAQ:LEAP) -- http://www.leapwireless.com/-- is a customer-
focused company providing innovative mobile wireless services
targeted to meet the needs of customers under-served by
traditional communications companies.  With the value of unlimited
wireless services as the foundation of its business, Leap
pioneered both the Cricket(R) and Jump(TM) Mobile services.  
Through a variety of low, flat rate, service plans, Cricket
service offers customers a choice of unlimited anytime local voice
minutes, unlimited anytime domestic long distance voice minutes,
unlimited text, instant and picture messaging and additional
value-added services over a high-quality, all-digital CDMA
network.  Designed for the urban youth market, Jump Mobile is a
unique prepaid wireless service that offers customers free
unlimited incoming calls from anywhere with outgoing calls at an
affordable 10 cents per minute and free incoming and outgoing text
messaging.  Both Cricket and Jump Mobile services are offered
without long-term commitments or credit checks.

                         *     *     *

As reported in the Troubled Company Reporter on May 3, 2006,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and senior secured debt ratings on San Diego, California-
based wireless carrier Leap Wireless International Inc., and
removed them from CreditWatch.  The outlook is stable.  Total debt
as of Dec. 31, 2005, was $594 million.


LONG ISLAND: Holtz Rubenstein Raises Going Concern Doubt
--------------------------------------------------------
Holtz Rubenstein Reminick LLP, in Melville, New York, raised
substantial doubt about Long Island Physician Holdings
Corporation'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 substantial working
capital deficit, cumulative losses since inception and the
continuing decline in enrollment for the health plans offered
by its sole operating subsidiary MDNY Healthcare, Inc.

The Company reported a $4,572,778 net loss on $116,555,735 of
total revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $31,508,209
in total assets and $35,143,210 in total liabilities, resulting in
a $3,635,001 stockholders' deficit.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $13,823,803 in total current assets available to pay
$31,543,951 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?c36

                  About Long Island Physician

Long Island Physician Holdings Corporation was formed in 1994
by physicians residing and practicing in New York State.  The
Company conducts no operating activities of its own.  Long Island
Physician Holdings' principal asset is a 67% equity interest in
MDNY Healthcare, Inc. -- http://www.mdny.com/-- an independent
practice association-model health maintenance organization, that
currently operates in Nassau and Suffolk counties, New York.  The
financial statements of MDNY are consolidated into the audited
financial statements of Long Island Physician Holdings.


MALLARD CABLEVISION: Trustee Wants Final Decree Delayed to Dec. 31
------------------------------------------------------------------
Howard S. Cohen, the Liquidating Trustee for the estates of
Mallard Cablevision, LLC, and its debtor-affiliates, asks the
U.S. Bankruptcy Court for the District of Delaware to further
delay until Dec. 31, 2006, the entry of a final decree closing the
Debtors' chapter 11 cases.

Since the Debtors' chapter 11 filing, the Liquidating Trustee has
been winding up the Debtors' estates, making distributions to
creditors, and complying with his obligations under the Plan.  
This process is not complete.

In addition, the Liquidating Trustee has pursued preferential
transfer of claims on behalf of the Debtors' estates.  To date,
the entire adversary proceedings have been dismissed, defaulted or
settled, however, the Liquidating Trustee has not yet collected
all of the settlement payments on the documented settlements.

Thus, the Liquidating Trustee needs more time to complete the
resolution of the remaining adversary proceedings as well as to
determine whether or not any further actions against filed claims
will be needed.

Mallard Cablevision, LLC provides cable television services to
non-metropolitan markets in 11 states. The Company filed for
chapter 11 protection on May 9, 2003 (Bankr. Del. Case No.
03-11391).  Michael David Debaecke, Esq., at Blank Rome LLP
represents the Debtors.  When the Company filed for protection
from its creditors, it listed $68,961,787 in total assets and
$102,035,458 in total debts.  In two separate transactions in
late-2003, the Debtors sold substantially all of their assets to
ComSouth Corporation and LB Cable LLC, for $26.6 million.  The
Court confirmed the Debtors' First Amended Joint Chapter 11 Plan
of Liquidation on Feb. 13, 2004, and the Plan took effect on
Feb. 24, 2004.  The Plan created a Liquidating Trust to distribute
the sale proceeds to creditors and prosecute avoidance actions.  
Howard S. Cohen serves as the Liquidating Trustee.  Mr. Cohen is
represented by Jennifer L. Scoliard, Esq., at Klehr, Harrison,
Harvey, Branzburg & Ellers LLP.


MEDIA GENERAL: Completes Purchase of Four NBC Stations  
------------------------------------------------------
Media General, Inc. (NYSE: MEG) completed its acquisition of four
National Broadcasting Corp. stations.

The stations and their Designated Market Areas are:

   1) WNCN in Raleigh, North Carolina, #29;
   2) WCMH in Columbus, Ohio, #32;
   3) WVTM in Birmingham, Alabama, #40; and
   4) WJAR in Providence, Rhode Island, #51.

All four stations are ranked among the top three in their
respective markets.  The stations are located in large, growing
markets, and all four produce attractive operating and cash
flow margins.

"This acquisition is compelling from both an operational and
financial perspective," Marshall N. Morton, president and chief
executive officer of Media General, said.  "Investors can be
highly confident of our ability to execute as planned.  We've
successfully integrated numerous acquisitions.  We achieved or
exceeded our projected operating synergies, and we repaid debt as
quickly as, or faster than, projected.

"We are especially pleased to add Raleigh-Durham to our Southeast
footprint.  In Birmingham, WVTM has a broader signal than WIAT,
the CBS station we currently own there, so we will reach more
households.  The Columbus and Providence stations are located in
political battleground states, so they benefit greatly from
campaign spending, especially in Presidential election years," Mr.
Morton said.

The acquisition increases Media General's number of NBC stations
from five-to-nine and makes the company NBC's third largest
independent affiliate, further enhancing its relationship with the
network.  The addition of these four stations will improve the
profit contribution mix of Media General's Publishing and
Broadcast segments, from 60% Publishing and 40% Broadcast, to
50/50.

"We have conservatively estimated operating synergies of
$3 million annually by 2008," said Mr. Morton.  The synergies
will come from enhanced revenues, which are expected to result
from the implementation of Media General's sales training and
systems as well as its inventory management and pricing processes.  
Cost reductions will result from bringing the new stations into
Media General's Central Traffic Operation and from centralizing
Master Control for all of its NBC stations.

The new NBC stations add 450 employees.  "We are very impressed
with the quality of the local management and staff," Mr. Morton
said.

The acquisition will immediately and significantly improve the
Broadcast Division's operating margin and drive meaningful growth
in its revenues and segment cash flow.  Accretion to Media
General's free cash flow also will be immediate and significant.

"Substantial free cash flow generated by our four new stations
will enable us to quickly reduce the debt we incur to finance the
acquisition," said Mr. Morton.  He added that at the end of 2006,
the company expects its leverage multiple to be 4x and that it
will be reduced to 2.5x by the end of 2008.

The cash transaction cost $600 million.  Future cash tax savings
will result from a step-up in basis that is allowed for an asset
purchase and the related amortization and depreciation deductions.  
The net transaction value, reduced by the present value of the
expected tax savings, is $450 million.  Including the tax benefits
and synergies, the transaction represents a multiple of less than
10x 2004-2005 average broadcast cash flow for the four stations.

The acquisition ultimately will be funded from three sources:

   * drawing on the company's existing $1 billion credit facility,

   * issuing new public or bank term debt that includes $100
     million for the acquisition,

   * the refinancing of $200 million of existing notes due
     September 2006, and

   * at least $100 million in net proceeds from the divestiture of
     assets previously identified as non-core.

Media General is in the process of selling its CBS affiliate in
Wichita, Kansas, including that station's three satellites, and
its CBS stations in Birmingham, Alabama, Mason City, Iowa, and
Chattanooga, Tennessee.

"There is substantial interest in the stations to be sold, and we
expect to complete the sale of all the stations by the end of the
year," said Mr. Morton.

As part of the acquisition of the NBC stations, Media General was
granted a six-month duopoly waiver in Birmingham by the Federal
Communications Commission, and the company has entered into an
agreement with the Department of Justice to divest its CBS
affiliate within six months.

                       About Media General
    
Headquartered in Richmond, Virginia, Media General Inc. --
http://www.generalmedia.com/-- is a multimedia company operating  
leading newspapers, television stations and online enterprises
primarily in the Southeastern United States.  The company's
publishing assets include three metropolitan newspapers, The Tampa
Tribune, Richmond Times-Dispatch, and Winston-Salem Journal; 22
daily community newspapers in Virginia, North Carolina, Florida,
Alabama and South Carolina; and more than 100 weekly newspapers
and other publications.  The company's broadcasting assets
currently include 30 network- affiliated television stations that
reach more than 33% of the television households in the Southeast
and more than 10% of those in the United States.  The company's
interactive media assets include more than 75 online enterprises
that are associated with its newspapers and television stations.  
Media General also owns a 33% interest in SP Newsprint Company, a
manufacturer of recycled newsprint.

                          *     *     *

As reported in the Troubled Company Reporter on June 9, 2006,
Moody's Investors Service downgraded Media General, Inc.'s senior
unsecured rating to Ba1 from Baa3 and assigned the company a Ba1
Corporate Family Rating.  The rating actions conclude the review
for downgrade initiated on April 6, 2006 in connection with Media
General's announced plan to acquire four NBC television stations
from NBC Universal for an $603 million purchase price that is
expected to be financed primarily with debt.

Moody's also downgraded the Company's Senior Unsecured Shelf,
Downgraded to (P)Ba1 from (P)Baa3 and Preferred Stock Shelf,
Downgraded to (P)Ba3 from (P)Ba2.  Moody's changed the Company's
outlook to Stable from Rating Under Review.


MERIDIAN AUTOMOTIVE: Files Compendium to First Amended Joint Plan
-----------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates
delivered to the U.S. Bankruptcy Court for the District of
Delaware a compendium to their First Amended Joint Plan of
Reorganization on June 16, 2006.

The Plan Compendium contains Reorganized Meridian's:

1.  Certificate of Incorporation, a full-text copy of which is
    available for free at http://ResearchArchives.com/t/s?c5a

2.  By-Laws

    Meridian's By-Laws provides for the meetings of stockholders,
    the designation of directors, the duties of the officers,
    parties' right to indemnification and certain corporate
    actions.

    A full-text copy of the By-Laws is available for free at
    http://ResearchArchives.com/t/s?c5b  

3.  Preferred Equity Offering Subscription Agreement

    Each holder of an Allowed Class 4 Claim is entitled to
    subscribe for a Pro Rata Share of Preferred Equity Offering
    Shares.

    A full-text copy of the Subscription Agreement for the
    Preferred Equity Offering is available for free at
    http://ResearchArchives.com/t/s?c5d

4.  Preferred Equity Funding Agreement

    The Debtors and Additional Committed Holders agree that:

    -- Each of the Committed Holders will elect the Cash/Equity
       Treatment and the Alternate Cash/Equity Treatment with
       respect to its Committed First Lien Claims, and the
       Debtors will cause cash and shares of Class A Convertible
       Preferred Stock to be issued to each of the Committed
       Holders in respect of its Committed First Lien Claims on
       the Effective Date.

    -- Meridian will cause to be issued to each of the Committed
       Holders, on the Effective Date, shares of Class A
       Convertible Preferred Stock having an aggregate Class A
       Stated Value equal to the product of:

        (A) $1,400,000 and

        (B) a fraction,

            -- the numerator of which is the sum of:

               (a) 20% of the amount of its Committed First Lien
                   Claims, and

               (b) the product of:

                   (x) a fraction, the numerator of which is the
                       amount of its Committed Second Lien claims
                       and the denominator of which is the
                       aggregate amount of All Committed Second
                       Lien Claims, and

                   (y) $15,000,000, and

            -- the denominator of which is the sum of:

               (a) 20% of the aggregate amount of All Committed
                   First Lien Claims, and

               (b) $15,000,000.

    A full-text copy of the Preferred Equity Funding Agreement is
    available for free at http://ResearchArchives.com/t/s?c5e

5.  Certificate of Designation for the Series A Cumulative
    Convertible Preferred Stock, a full-text copy of which is
    available for free at http://ResearchArchives.com/t/s?c5f

6.  Operative Terms of the Contingent Value Payment, a full-text
    copy of which is available for free at
    http://ResearchArchives.com/t/s?c60

7.  Principal Terms of the New Shareholders Agreement, a full-
    text copy of which is available for free at
    http://ResearchArchives.com/t/s?c61
      
8.  Litigation Trust Agreement (Avoidance Actions)

    The Litigation Trust is established for the purposes of
    pursuing all Avoidance Actions and all Reserved Actions and
    distributing proceeds derived to the Beneficiaries.

    A full-text copy of the Litigation Trust Agreement (Avoidance
    Actions) is available for free at
    http://ResearchArchives.com/t/s?c62
      
9.  Litigation Trust Agreement (Committee Avoidance Action)

    The Litigation Trust is established for the purposes of
    pursuing the Lien Avoidance Action and distributing any
    proceeds to:

     (A) Holders of Prepetition First Lien Claims,
     (B) Prepetition Second Lien Claims, and
     (C) Prepetition General Unsecured Claims.

    A full-text copy of the Litigation Trust Agreement (Committee
    Avoidance Action) is available for free at
    http://ResearchArchives.com/t/s?c63

10. Agreement of Plan and Merger entered into by the Michigan and
    Delaware corporations of Meridian Automotive Systems, Inc.

    Michigan Meridian is the sole stockholder of Delaware
    Meridian.  The two parties agree that Michigan Meridian will
    be merged with and into Delaware Meridian and the separate
    existence of Michigan Meridian will cease.

    A full-text copy of the Michigan-Delaware Merger is available
    for free at http://ResearchArchives.com/t/s?c64

11. Michigan Merger Certificate, a full-text copy of which is
    available for free at http://ResearchArchives.com/t/s?c65

12. Delaware Merger Certificate, a full-text copy of which is
    available for free at http://ResearchArchives.com/t/s?c66

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.  (Meridian Bankruptcy News, Issue No. 31;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Projected Data Underpinning 1st Amended Plan
-----------------------------------------------------------------
The projected consolidated financial statements of Reorganized
Meridian Automotive Systems, Inc., and its debtor-affiliates have
been prepared based on a scenario, which would arise only if the
Plan is not consensual and the Class of Prepetition First Lien
Claims does not accept the Plan and the Debtors seek confirmation
of the Plan pursuant to Section 1129(b) of the Bankruptcy Code.

Under Scenario II:

     -- the emergence capital structure would be different than
        the capital structure reflected in the projections filed
        on May 26, 2006;

     -- interest expense is based on:

        (A) an estimated drawn Exit Term Loan A Credit Facility in
            the aggregate principal amount of $125,000,000,

        (B) an Exit Term Loan B Credit Facility in the aggregate
            principal amount of $63,000,000,

        (C) New Third Lien Notes in the aggregate principal amount
            of $106,000,000, and

        (D) interest incurred on other funded indebtedness;

     -- the Debtors assume that 50% of the Prepetition First Lien
        Claims would elect the Cash/Equity Treatment of the
        Alternate Cash/Equity Treatment under the Plan, and that
        50% of the Prepetition First Lien Claims would elect or
        the Cash/Note Treatment under the Plan; and

     -- $46,000,000 of Class A Convertible Preferred Stock would
        be outstanding on the Effective Date, $15,000,000 of which
        would be issued pursuant to the Equity offering.

                  Meridian Automotive Systems, Inc.
          Projected Consolidated Balance Sheet (Unaudited)
                           ($ in millions)


                                 Projected   Projected   Projected
                                 Emergence   Dec. 2006   Dec. 2007
                                 ---------   ---------   ---------
Total Current Assets               $198.0      $177.2      $207.0

Property, Plant
& Equipment, net                   $187.8      $171.4      $146.9

Intangible & Other Assets          $136.0      $135.2      $133.6
                                 ---------   ---------   ---------
Total Assets                       $521.8      $483.7      $487.4
                                 =========   =========   =========

Total Current Liabilities           $89.2       $69.9       $78.2

Total Debt                         $280.6      $284.3      $290.1

Other Non-Current
Liabilities                         $36.6       $36.6       $36.6

Stockholders' Equity               $115.3       $93.0       $82.5
                                 ---------   ---------   ---------
Total Liabilities &
Stockholders' Equity               $521.8      $483.7      $487.4
                                 =========   =========   =========

                                 Projected   Projected
                                 Dec. 2008   Dec. 2009
                                 ---------   ---------
Total Current Assets               $222.1      $234.9

Property, Plant
& Equipment, net                   $118.3       $86.5


Intangible & Other Assets          $132.0      $130.3
                                 ---------   ---------
Total Assets                       $472.4      $451.7
                                 =========   =========

Total Current Liabilities           $84.9       $87.9

Total Debt                         $304.8      $295.7

Other Non-Current
Liabilities                         $36.6       $36.6

Stockholders' Equity                $46.1       $31.5
                                 ---------   ---------
Total Liabilities &
Stockholders' Equity               $472.4      $451.7
                                 =========   =========

                  Meridian Automotive Systems, Inc.
     Projected Consolidated Statements of Operations (Unaudited)
                           ($ in millions)

                   Projected    Projected   Projected   Projected
                   Jul-Dec 06   Dec. 2007   Dec. 2008   Dec. 2009
                   ----------   ---------   ---------   ---------
Total Sales           $343.1      $803.6      $861.6      $854.5
Cost of Sales         $326.9      $751.4      $802.7      $801.3
                   ----------   ---------   ---------   ---------
Gross Profit           $16.3       $52.1       $58.9       $53.2

Sales and
Administrative         $10.9       $22.6       $22.7       $22.8

Other admin
expenses                $1.9        $4.9        $5.7        $6.1
                   ----------   ---------   ---------   ---------
Income from
Operations              $3.4       $24.6       $30.5       $24.3
                   ----------   ---------   ---------   ---------
Other Income            $0.0        $0.0        $0.0        $0.0

Interest
Expense                $21.8       $38.8       $39.6       $38.6

Restructuring
Expense                 $5.9        $0.0        $0.0        $0.0
                   ----------   ---------   ---------   ---------
Income (Loss)
before tax            ($24.3)     ($14.1)      ($9.0)     ($14.3)
                   ----------   ---------   ---------   ---------
Taxes                   $0.6        $1.2        $0.7        $0.2
                   ----------   ---------   ---------   ---------
Net Income            ($24.8)     ($15.3)      ($9.7)     ($14.5)
                   ==========   =========   =========   =========
Adjusted
EBITDAR                $27.2       $74.6       $81.8       $76.4

                  Meridian Automotive Systems, Inc.
     Projected Consolidated Statements of Cash Flows (Unaudited)
                           ($ in millions)

                   Projected    Projected   Projected   Projected
                   Jul-Dec 06   Dec. 2007   Dec. 2008   Dec. 2009
                   ----------   ---------   ---------   ---------
Net income            ($24.8)     ($15.3)      ($9.7)     ($14.5)

Depreciation
& Other
Non-Cash
Adjustments            $23.8       $50.0       $51.3       $52.1

Changes in
Working Capital       ($11.5)     ($19.9)      ($6.9)      $15.0
                   ----------   ---------   ---------   ---------
Cash Flow from
Operations            ($12.5)      $14.8       $34.7       $52.6

Capital
Expenditures           ($7.5)     ($25.5)     ($22.7)     ($20.2)
                   ----------   ---------   ---------   ---------
Cash Flow from
Investing              ($7.5)     ($25.5)     ($22.7)     ($20.2)

Debt
Borrowings              $4.6       $12.0      ($10.8)      ($7.9)

Other Debt
Changes                $15.4       ($1.3)      ($1.3)      ($1.3)
                   ----------   ---------   ---------   ---------
Cash Flow from
Financing              $20.0       $10.7      ($12.0)      ($9.1)
                   ----------   ---------   ---------   ---------
Net Change in
Cash                    $0.0        $0.0        $0.0       $23.2
                   ==========   =========   =========   =========

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.  (Meridian Bankruptcy News, Issue No. 31;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Files 2nd Amended Plan & Disclosure Statement
------------------------------------------------------------------
Meridian Automotive Systems, Inc., and its eight debtor-affiliates
delivered to the U.S. Bankruptcy Court for the District of
Delaware, on June 23, 2006, their Second Amended Joint Plan of
Reorganization and Disclosure Statement.

The Second Amended Plan, among others, adds a handful of defined
terms, modifies the treatment of some classes, provides
additional disclosure about the Debtors, and explains the
distribution of proceeds from the Litigation Trust in response to
the objections filed by various parties-in-interest.

          Amended Treatment of Classes 3, 4, 5 & 7 Claims

A. Prepetition First Lien Claims (Class 3)

    If the Class 3 holder elects to receive the Alternate Cash Out
    Treatment or the Alternate Cash/Equity Treatment, that Holder
    will be deemed to have waived the right to assert that the
    Alternate Cash Out Treatment or the Alternate Cash/Equity
    Treatment, as the case may be, does not satisfy the
    requirements of Section 1129(b) of the Bankruptcy Code.

    If Class 3 rejects the Plan and thus does not receive the Lien
    Avoidance Release, and if as a result of the resolution of the
    Lien Avoidance Action the Bankruptcy Court determines that
    there is a Prepetition First Lien Deficiency Claim, then each
    Holder of an Allowed Prepetition First Lien Deficiency Claim
    will also receive its Pro Rata share of payment of the
    Contingent Value Payment.

B. Prepetition Second Lien Secured Claims (Class 4)

    Each Holder of a Prepetition Second Lien Secured Claim will
    receive, among others, its Pro Rata share of all of the New
    Common Stock issued on the Effective Date, subject to dilution
    by conversion of the Class A Convertible Preferred Stock and
    additional shares, or warrants or options to acquire shares,
    of the New Common Stock that may be issued pursuant to the
    Management Incentive Plan.

C. Prepetition Second Lien Deficiency Claims (Class 5)

    Allowed Prepetition Second Lien Priority Claims, if any, will
    be paid in accordance with Section 7.13 of the Plan, which
    provides for the Litigation Trust for Avoidance Actions.

D. Prepetition Subordinated Claims (Class 7)

    Holders of Class 7 Claims will be entitled to receive
    distributions in accordance with the Contingent Value Payment
    after Prepetition First Lien Deficiency Claims, if any, are
    satisfied in full.

                     Contingent Value Payment

The Contingent Value Payment will be made by Reorganized Meridian
to the CVP Recipients, in the sole and absolute discretion of
Reorganized Meridian, in (i) cash; (ii) securities of the type
received by holders of New Common Stock in connection with the
Qualifying Liquidity Event giving rise to such Contingent Value
Payment; or (iii) any combination of cash and securities.

The Plan defines the CVP Recipients as:

    (i) the Holders, as of the Distribution Record Date, of
        Allowed General Unsecured Claims,

   (ii) the Holders, as of the Distribution Record Date, of
        Allowed Prepetition First Lien Deficiency Claims, if any,
        and

  (iii) the Holders, as of the Distribution Record Date, of
        Allowed Prepetition Subordinated Claims -- if and to the
        extent those Holders are otherwise entitled to the
        benefits of Section 7.15 of the Plan.

A CVP Monitor will be an individual appointed by the Official
Committee of Unsecured Creditors prior to the date of the
Confirmation Hearing.

The contingent payment that will be payable by the Reorganized
Debtors, in the event that, with respect to any Qualifying
Liquidity Event, the Implied Value exceeds the Exempt Value in
that event, the Contingent Value Payment will be a payment to the
CVP Recipients in an amount, in the aggregate, equal to 50% of
the excess -- subject to reduction or payment to the CVP Monitor.

                   Distribution of Proceeds from
              the Litigation Trust (Avoidance Actions)

The Second Amended Plan provides that if Class 3 accepts the
Plan, after the payment of expenses incurred prosecuting the
Avoidance Actions, the Reserved Actions, and subject to Section
7.14 of the Plan that provides for the Litigation Trust
(Committee Avoidance Action), the Lien Avoidance Action, the
establishment of reserves, and other payments, General Unsecured
Claim Trust Interests will be paid the first $1,750,000 of the
net proceeds.  Then, Prepetition Second Lien Claim Trust
Interests will be paid 86% of the remaining net proceeds, and
General Unsecured Claim Trust Interests will be paid 14% of the
remaining proceeds.

On the other hand, if Class 3 rejects the Plan, after the payment
of expenses incurred prosecuting the Avoidance Actions, the
Reserved Actions, and subject to Section 7.14 of the Plan, the
Lien Avoidance Action, the establishment of reserves, and other
payments:

    (i) the amount allocated to Holders of General Unsecured Claim
        Trust Interests and Prepetition Second Lien Claim Trust
        Interests will be placed in the Shared Trust Pool; and

   (ii) the amounts allocated to Holders of Prepetition First Lien
        Deficiency Claims will be placed in a second pool.

The Holders of General Unsecured Claim Trust Interests and
Prepetition Second Lien Claim Trust Interests will receive these
distributions from the Shared Trust Pool:

    (A) General Unsecured Claim Trust Interests will be paid an
        amount equal to $1,750,000 of the first proceeds received
        by the Shared Trust Pool; and

    (B) (1) Prepetition Second Lien Claim Trust Interests will be
            paid Pro Rata from the Shared Trust Pool assets
            consisting of 86% of the proceeds received by the
            Shared Trust Pool; and

        (2) General Unsecured Claim Trust Interests will be paid
            Pro Rata from the assets consisting of 14% of the
            proceeds received by the Shared Trust Pool.

The Holders of Prepetition First Lien Deficiency Trust Interests
will receive the distributions from the second pool.

                    Distribution of Proceeds from
          the Litigation Trust (Committee Avoidance Action)

Distributions from the Litigation Trust (Committee Avoidance
Action) will be made as determined by the Bankruptcy Court based
on the outcome of the Lien Avoidance Action and the determination
as to how those proceeds, if any, should be allocated among the
Holders of Prepetition First Lien Claims, Prepetition Second Lien
Claims, and Unsecured Claims.

                         Other Disclosures

The Second Amended Plan and Disclosure Statement provide
additional information regarding an environmental remediation in
Canandaigua, New York.

The Debtors currently own property located at 111 North Street in
Canandaigua, New York, which the Company purchased as part of its
acquisition of Cambridge Industries in June 2000.  The Debtors
assumed Cambridge's obligations to remedy environmental
violations on the Property.  The total annual cost to the Debtors
resulting from these remediation efforts does not exceed
$100,000.  The Debtors intend to comply with their obligations
following the Effective Date.

The Debtors further disclose that Meridian is party to the ISDA
Master Agreement, dated as of May 7, 2004, with Goldman Sachs
Capital Markets, L.P.  GSCM has asserted a first-lien secured
claim against Meridian in an amount not less than approximately
$3,369,141, plus unpaid interest and legal fees.

As previously reported, the Debtors obtained the Court's
permission to enforce the terms of the Goodyear Tire & Rubber
Company Comprehensive Medical Benefits Program for Employees and
their Dependents -- Jackson Plan -- by reducing their liability
with respect to medical benefits to retirees at the Jackson
Facility and increasing the premiums payable to those retirees.
The Debtors believe that implementation of the contractual
expense limitations under the Jackson Plan will save the Debtors
approximately $344,000 this year alone, on an annualized basis,
while allowing the Jackson Facility bargaining unit retirees to
continue to receive medical benefits in accordance with the terms
of the Jackson Plan and the CBA.

The CBA has expired and the parties were not able to reach an
agreement.  Since April 23, 2006, following the expiration of the
CBA, the Debtors have not allowed the USW bargaining unit
employees to work or be present at the Jackson Facility without a
contract.  The lockout continues through June 23, 2006.  The
Debtors do not expect that operation of the Jackson Facility with
a temporary workforce (rather than the USW workforce) will have a
material impact on the overall throughput and efficiency of the
Jackson Facility.  The USW has filed an Unfair Labor Practice
Charge against the Debtors with the National Labor Relations
Board.

The Second Amended Plan further provides that the Reorganized
Debtors will assume and continue (i) the Meridian Automotive
Systems - Composites Operations, Inc., Retirement Plan for
Hourly-Rated Employees of the Reinforced Plastics Operations at
Centralia, Illinois and (ii) the Meridian Automotive Systems -
Composites Operations, Inc., Pension Plan for Bargaining Unit
Employees at Jackson, Ohio, satisfy the minimum funding
standards, and administer the Pension Plans in accordance with
their terms and the provisions of ERISA.

All fees payable pursuant to Section 1930 of the Judiciary Code,
as determined by the Bankruptcy Court at the Confirmation
Hearing, will be paid on the Effective Date.

On the Effective Date, the Debtors will pay the reasonable fees
and expenses of Camulos Master Fund LP, DK Acquisition Partners,
L.P., and Stanfield in their capacities as Plan Proponents that
are incurred through the Effective Date.  After the Effective
Date, the Reorganized Debtors will pay the reasonable expenses of
Camulos Master Fund LP, DKAP, and Stanfield in their capacities a
Plan Proponents, if any, that are incurred in connection with the
Plan.

Reorganized Meridian will reserve up to 200,000 shares of the New
Common Stock for issuance to certain members of management and
other employees of the Reorganized Debtors who participate in any
Management Incentive Plan that may be implemented by the Board of
Directors of Reorganized Meridian after the Effective Date.

A full-text copy of the blacklined Second Amended Plan of
Reorganization is available for free at
http://ResearchArchives.com/t/s?c68

A full-text copy of the blacklined Second Amended Disclosure
Statement is available for free at
http://ResearchArchives.com/t/s?c69

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies  
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  (Meridian Bankruptcy News, Issue No. 31;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MERIDIAN AUTO: Creditor Constituents Support Reorganization Plan
----------------------------------------------------------------
Meridian Automotive Systems, Inc., reached a consensual agreement
with its major creditor constituency classes and will be filing a
Third Amended Plan of Reorganization and an Amended Disclosure
Statement with the United States Bankruptcy Court for the District
of Delaware in the near future to reflect the new arrangement.  
Therefore, Meridian asked the U.S. Bankruptcy Court for the
District of Delaware to continue the Disclosure Statement hearing
starting June 27, 2006 until July 17, 2006.

"We are extremely pleased to have achieved a consensual plan
supported by our major creditor constituencies," Richard E.
Newsted, Meridian's President and CEO, said.  "This will enable us
to emerge from Chapter 11 in a quick, uncontested and orderly
manner.  We also are committed to completing the remaining steps
to emerge from Chapter 11 as efficiently as possible."

                  About Meridian Automotive

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies    
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.


MICHAEL MADDOX: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Michael Dale Maddox
        6705 Pixie Cove
        Austin, Texas 78746

Bankruptcy Case No.: 06-10950

Chapter 11 Petition Date: June 22, 2006

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Gray Byron Jolink, Esq.
                  4131 Spicewood Springs Road,
                  Building C-8
                  Austin, Texas 78759
                  Tel: (512) 346-7717
                  Fax: (512) 346-7714

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


MILE HIGH: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Mile High Fence Company, Inc.
        14663 Beeler Street
        Brighton, Colorado 80602-5715

Bankruptcy Case No.: 06-13890

Type of Business: The Debtor is a fence contractor and builder.

Chapter 11 Petition Date: June 23, 2006

Court: District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Stephen C. Nicholls, Esq.
                  Nicholls Nicholls Biles & Bower, LLC
                  1725 Gaylord Street, Suite 100
                  Denver, Colorado 80206
                  Tel: (303) 329-9700
                  Fax: (303) 329-6950

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Jude Randazzo                    Disputed Claim for    $660,000
9842 East Florida Place          Breach of Employment
Denver, CO 80247                 Contract

Merchant Metals, Inc.            Material for Cosmix   $426,985
3838 North Sam Houston           Project
Parkway East, Suite 600
Houston, TX 77032-3400

Internal Revenue Service         941 Taxes              $45,837
MS - 5028 - DEN
600 - 17th Street
Denver, CO 80202-2490

Stephen W. Anderson              Disputed Claim for     $27,324
                                 Rent

Silt Fence Installers, LLC       Disputed Claim for     $20,000
                                 Asset Purchase

Access Control Engineered        Materials              $11,275
Systems, Inc.

Quantum Financial Business       Disputed NSF            $9,905
Services LLC                     Check Charges

GC Staffing                      Trade Debt              $9,546

Mile Hi Mobile Concrete          Trade Debt              $8,137

Verizon Wireless                 Trade Debt              $5,069

Joel D. Russman                  Attorneys Fees          $4,382

Colorado Department of Revenue   Withholding Taxes       $4,200

State Farm Insurance Companies   Insurance Premiums      $3,724
                                 Cancelled Policy

TEC Worldwide                    Trade Debt              $3,275

Verizon Wireless                 Trade Debt              $2,901

Colorado Department of Labor     Unemployment Taxes      $2,630
And Employment - Unemployment
Insurance

Xcel Energy                      Utilities               $2,458

Rex Oil Company                  Trade Debt              $2,293

Sweetman Enterprises, Inc.       Trade Debt              $1,525


MSO HOLDINGS: Amends 2006 First Quarter Financial Statements
------------------------------------------------------------
MSO Holdings, Inc., amended its quarterly report for the period
ended March 31, 2006 to restate its financial statements for the
three months ended March 31, 2006 and 2005.

While preparing the fiscal 2006 first quarter financial
statements, the Company initially identified certain errors in its
accounting treatment for shares subject to repurchase option.
These errors required the Company to restate its financial
statements for the years ended December 31, 2005 and 2004.

While finalizing the restatement of its financial statements for
the years ended December 31, 2005 and 2004, the Company determined
an error was initially made in calculating the adjustments
relating to the shares subject to the repurchase options and as a
result the financial statements presented in the Original 10-QSB
were required to be restated.

For the three months ended March 31, 2006, these additional
adjustments resulted in a decrease in the net loss of $282,406
from $343,402 as originally reported on the Original 10-QSB to
$60,996 as revised.  For the three months ended March 31, 2005,
these additional adjustments resulted in an increase in the net
loss of $19,512 from a loss of $1,551,323 as originally reported
to a loss of $1,570,835 as revised.

The Company's amended Balance Sheet at March 31, 2006 showed
$970,737 in total assets, $2,037,127 in total liabilities and
redeemable convertible preferred Series A stock of $10,787,873,
resulting in a stockholders' deficit of $11,854,263.

A full-text copy of the amended quarterly report is available for
free at http://ResearchArchives.com/t/s?c48

                     Going Concern Doubt

BDO Seidman, LLP, expressed substantial doubt about MSO Holdings'
ability to continue as a going concern after auditing the
Company's financial statements for the years ended December 31,
2005 and 2004.  The auditing firm pointed to the Company's
recurring losses and negative cash flows from operations.

                     About MSO Holdings

MSO Holdings, Inc. -- http://www.WeightLossSurgery.com/-- is an  
Obesity Disease Management company with corporate, union, health
insurance plan and hospital clients.  MSO has a sophisticated non-
interventional weight-loss program with individualized behavioral
coaching by experienced psychotherapist coaches.  Also, MSO
surgery functions are conducted through its six CORI (Centers for
Obesity Related Illnesses) Centers in New York City, Brooklyn,
Queens, Long Island, Detroit and the Chicago area.  MSO contracts
with acute care hospitals to establish Bariatric Surgery Centers
of Excellence under the brand name CORI, while contracting with
corporations, unions and health insurance plans for Obesity
Disease Management for employees, members and the general public.
MSO has been awarded the Joint Commission on Accreditation of
Healthcare Organizations Disease-Specific Care Certification for
Bariatric Surgery.


NORTHWEST AIRLINES: Inks Stipulation to Set Off Chicago City Debts
------------------------------------------------------------------
The City of Chicago, operator of the O'Hare International
Airport, and Northwest Airlines Corp. and its debtor-affiliates
are parties to an agreement pursuant to which Debtors lease or
otherwise utilize airport facilities at the Airport and certain
other agreements relating to Debtors' operations at the airport.

Before filing for bankruptcy, the Debtors owe the City $1,199,505
for their prepetition obligations under the Agreements.

Pursuant to the terms of the Agreements:

   -- the Debtors continue to accrue obligations to the City for
      the payment of rent, landing fees and other amounts in the
      postpetition period; and

   -- the Debtors are entitled to certain payments issued by the
      City in the ordinary course of business relating to
      Debtors' operations prior to the Petition Date.

In a stipulation, the parties agree to seek modification of the
stay to allow the City to exercise its right under applicable
non-bankruptcy law to set off the $1,199,505 Prepetition Debt
owed to the City against the $1,248,486 Credits owed to the
Debtors.

The City will pay to the Debtors in accordance with the
Agreements the remaining $48,981 Credits, consistent with
Sections 363 and 365(d)(3) of the Bankruptcy Code.

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 Court Nod on Calif. Counties Settlement
-----------------------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York to
approve a release and settlement agreement among 24 airlines,
including Northwest Airlines, Inc., and various California
counties and assessors.

Before the Debtors filed for bankruptcy, the Counties regularly
assessed the Airlines for various property taxes, primarily
related to aircraft equipment.  

According to Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, in New York, the Airlines asserted that the Counties
were using the incorrect methodology to determine the value of
the property and, as a consequence, that the property value was
over-assessed.  To address the disputes on an individual basis,
each Airline would have to file a petition with the particular
County disagreeing with an assessment.

The Debtors regularly filed claims for refunds and applications
for changed assessments in various Counties.  The Counties
generally denied those claims.

To effectively and efficiently resolve their disputes over past
and future assessments, the Counties and the Airlines negotiated
the Settlement Agreement.

The Airlines hired experts to establish the correct valuation
methodology to determine the assessed value of the property.  The
Airlines and Counties were able to agree to a valuation
methodology supported by expert knowledge.

As part of their negotiations, the parties agreed to support the
passage of legislation to establish the correct valuation
methodology that the Counties will use to make their assessments
forward.  The legislation has since passed and is enacted as
California Revenue and Taxation Code Section 401.17.

Applying the new legislation, the Settlement Agreement resolves:

   -- the parties' disputes over the correct valuation
      methodology and the amount of property tax assessed; and

   -- the Airlines' numerous petitions for refunds and
      applications for changed assessments.

Pursuant to the Settlement Agreement, the Airlines will receive
refunds, in the form of tax credits, for the amounts they have
been over-assessed.  The Debtors expect to receive a net refund
of approximately $985,000 in the form of tax credits against
future assessments.

                    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: Court Amends Order on Investment Guidelines
---------------------------------------------------------------
The Hon. Allan Gropper of U.S. Bankruptcy Court for the Southern
District of New York granted Northwest Airlines Corp. and its
debtor-affiliates request and amended the October 7, 2005 order
authorizing the Debtors to continue their investment guidelines.

The Court clarifies that the rights of counterparties under
postpetition hedging and derivative contracts, including the
right to terminate upon the occurrence of an event of default or
default, may not be modified, stayed, avoided or otherwise
limited by further order of the Bankruptcy Court or any court in
any proceeding under the Bankruptcy Code.

          Request to Amend Investment Guideline Order

The Debtors want the October 7, 2005 order clarified that parties
entering into postpetition hedging contracts with the Debtors will
be afforded the protections extended by the Bankruptcy Code to
counterparties to prepetition hedging contracts.

Under the Investment Order, the Debtors were authorized, inter
alia, to continue to honor their existing prepetition hedging
contracts in accordance with their past practices and, from time
to time, enter into new hedging contracts without further Court
order.

Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, tells Judge Gropper that potential counterparties to
postpetition hedging contracts have sought a clear statement that
their postpetition contract rights would enjoy protection
analogous to that afforded prepetition safe harbor contracts.

Mr. Ellenberg contends that approval of the Debtors' request will
facilitate the Debtors' entry into postpetition hedging contracts
for the benefit of their estate.

                        The Original Order

As reported in the Troubled Company Reporter on Oct. 12, 2005, the
Debtors obtained from the Court authority, on an interim basis,
to:

   -- invest their cash and cash equivalents in accordance with
      their investment guidelines;

   -- continue to honor their existing prepetition hedging and
      derivative contracts in accordance with their past
      practices;

   -- enter, from time to time, into new hedging and derivative
      contracts, without further Court order; and

   -- provide credit support as may be necessary to implement
      the hedging and derivative contracts.

The Court relieves the Debtors from the obligation under Section  
345(b) of the Bankruptcy Code to obtain a bond from any entity  
with which money is deposited or invested in accordance with the  
Investment Guidelines.

                    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).


NRG ENERGY: Launches Comprehensive Repowering Initiative   
--------------------------------------------------------
NRG Energy, Inc., disclosed plans to develop approximately 10,500
megawatts of new generation capacity over the next decade to help
meet the energy needs of its high-demand, capacity-constrained
markets and to support NRG's continued growth.  This repowering
initiative, which will be funded with the support of partners and
project finance debt, would represent a total investment of
$16 billion.

With this repowering initiative, NRG will:

     -- enhance its dispatch mix with almost 8,000 MW of new
        baseload capacity - including 2,700 MW of nuclear - and
        2,500 MW of new, highly efficient intermediate and peaking
        capacity;
  
     -- further diversify its fuel mix and reduce reliance on
        higher-priced, imported fuels, not only through its solid
        fuel repowerings, but also through the acquisition of a
        new wind development company with wind projects in active
        development in Texas and California;
  
     -- create thousands of new construction jobs and 1,500
        permanent jobs; and
  
     -- reduce the carbon intensity of NRG's baseload fleet by
        20-25%.

"NRG is strategically located in domestic markets with high and
growing demand for power and an over-reliance on expensive natural
gas for their power generation," said David Crane, NRG's President
and Chief Executive Officer.  "NRG's development program is
designed to meet the growing energy needs of these regions, while
both reducing their dependence on natural gas for power generation
purposes and making meaningful progress towards reducing our
carbon profile."

"Our proposed mix of baseload plants -- involving two nuclear
units, three gasified coal units, two traditional pulverized coal
units with full back-end controls, at least one modern combined
cycle plant and at least two wind farms -- will substantially
reduce the carbon intensity of NRG's existing baseload fleet, in
particular, and of the nation's baseload coal alternative, in
general," said Crane.  "And our shareholders will benefit from the
economic returns of these investments."

"Consistent with NRG's track record of financial discipline and
capital allocation, the financing plan for these projects
preserves NRG's balance sheet strength and liquidity," said Robert
Flexon, NRG's Executive Vice President and Chief Financial
Officer. "Investments will be underpinned by long term offtake
contracts and hedges that support non-recourse project financing
as well as third party equity partners and the Company's existing
cash flows."

"This repowering and development program builds on the foundation
of operational excellence being advanced through our FORNRG
initiatives.  Our stakeholders can be confident that we will
maintain our focus on aggressive cost controls and superior
operating performance," Crane said.

Given the size, capital intensity and long development time for
many of these new plants, particularly the baseload plants, NRG
intends to contract at least 70 percent of its new output through
power purchase agreements, bilateral contracts or hedges with
financial firms.  NRG's plants are located in regions that
currently have significant opportunities for long-term offtake
agreements.

For example, in the Northeast, request for proposals for power
purchases have been announced or authorized in Connecticut,
Delaware and New York; and bilateral contracts for wholesale power
are being pursued by cooperatives, municipalities, investor-owned
utilities and large industrials in California, Louisiana, and
Texas.  As an example, NRG has secured a significant power
purchase agreement with SMEPA for 75 MW for 4.5 years that will
carry them until BC II unit 4 goes commercial, at which time they
will take equity (and the associated output) in the BC II unit 4
project.

All of NRG's proposed new generation will utilize a variety of
state-of-the-art environmental technologies.  Upon completion of
the development program, NRG will have increased its US solid-fuel
generation capacity by 46 percent while reducing its air emissions
and carbon intensity by 67 percent and 20-25 percent,
respectively, compared to current levels.  Additionally, the
expansions will be built adjacent to existing generating units and
use existing infrastructure, including roads and water treatment
facilities, minimizing additional environmental impact to the
surrounding areas.

NRG also announced that it has reached a definitive agreement to
acquire privately held Padoma Wind Power, LLC, a leading wind
energy development and co-development company.  NRG's acquisition
of Padoma is part of "ecoNRG," the Company's ongoing environmental
business effort, targeted at achieving continuous environmental
innovation and improvement.

Padoma's principals have over 80 years of combined experience in
the development, technical integration, financing, construction
and operation of utility-scale wind energy facilities.  Together,
they have led the development, financing, construction and
operation of more than 40 wind farms in the United States and
Europe comprising over 1,300 MW of installed capacity.  

Padoma currently has three projects under active development
independently, in addition to a pipeline of over a dozen wind
projects that it is developing in conjunction with third parties.
The projects under active development include over 500 MW of new
wind generation in California, Texas and New Mexico.

The addition of a wind development team with a proven track record
of execution is a meaningful step toward building a scaleable
renewable energy platform.  NRG anticipates future constraints on
carbon production, increasing the cost of entry into the renewable
energy market in the mid to long term.

"Acquiring Padoma is consistent with NRG's multi-fuel strategy and
provides us with immediate access to industry-leading expertise
and a robust project pipeline in the growing wind generation
market," said Crane.  "More than 20 states have passed legislation
mandating a renewable portfolio standard as part of their efforts
to curb emissions.  With Padoma, NRG is well-positioned to meet
this demand for renewable energy sources, while also reducing our
own carbon intensity and providing financial upside opportunities
through the expansion of our energy services offering."

                        About NRG Energy

Headquartered in Princeton, New Jersey, NRG Energy, Inc. (NYSE:
NRG) -- http://www.nrgenergy.com/-- currently owns and operates a  
diverse portfolio of power-generating facilities, primarily in the
Northeast, South Central and Western regions of the United States.  
Its operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.  NRG also has ownership interests in
generating facilities in Australia and Germany.

                         *     *     *

As reported in the Troubled Company Reporter on June 14, 2006,
Standard & Poor's Ratings Services removed its 'B-2' short-term
corporate credit rating on NRG Energy Inc. from CreditWatch with
negative implications, where it was placed on June 1, 2006.

This rating action followed Mirant Corp.'s (B+/Stable/--)
withdrawal of an unsolicited bid to acquire NRG for about
$7.9 billion in cash and stock.  The long-term corporate credit
rating on NRG is affirmed at 'B+'.  The outlook on all ratings is
stable.


O'SULLIVAN INDUSTRIES: PwC Expresses Going Concern Doubt
--------------------------------------------------------
PricewaterhouseCoopers LLP expressed substantial doubt about
O'Sullivan Industries Inc.'s ability to continue as a going
concern after auditing the Company's financial statements for the
year ending June 30, 2005.  

PwC pointed to the Company's bankruptcy filing, recurring sales
declines, a loss from operations and reduced cash flows.

The Company reported $46,902,000 net loss from operations on
$249,897,000 of net revenues for the year ending June 30, 2005.  
At June 30, 2005, the Company's balance sheet shows $154,518,000
in total assets and $312,238,000 in total debts.  The Company's
equity deficit widened to $157,720,000 as of June 30, 2005, from a
$112,059,000 deficit at June 30, 2004.

The Company did not pay the $5.3 million interest payment due on
July 15, 2005, with respect to its $100 million 10.63% senior
secured notes.  In July 2005, it initiated discussions with
representatives of its major stakeholders regarding strategic
alternatives, including potentially a consensual restructuring of
the Company's capital structure.  The Company retained Lazard
Freres & Co. LLC to serve as financial advisor and Dechert LLP as
legal advisor to assist with its evaluation of strategic
alternatives and restructuring efforts.  

In August 2005, the Company entered into a forbearance agreement
with controlling holders of its 10.63% senior secured notes.  
Pursuant to the forbearance agreement, the noteholders agreed not
to exercise any enforcement rights or remedies available to them
under the senior secured notes indenture as a result of our
non-payment of interest on the senior secured notes prior to the
end of the applicable 30-day grace period provided for in the
indenture.  The term of the forbearance agreement, as extended,
expired with the Company's filing for protection under Chapter 11
of the Bankruptcy Code.  In August 2005, the Company also retained
FTI Consulting to provide it with restructuring advice with
respect to our reorganization efforts.

In August 2005, the Company also executed an amendment and consent
with the lender under its credit agreement.  Pursuant to the
amendment, the lender agreed to continue to make available funding
within terms of the credit agreement and not to enforce any event
of default in connection with the Company's failure to pay
interest on its senior secured notes within the applicable 30-day
grace period.  The amendment also prohibited the Company from
using loans under the credit agreement to pay interest on the
senior secured notes and senior subordinated notes.   The highest
outstanding balance under the credit agreement during the first
quarter of fiscal 2006 was $4.6 million.

As a result of the Company's bankruptcy filing, the Company did
not pay $6.4 million of interest on its senior subordinated notes
on October 15, 2005.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?c2d

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and   
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on October 14, 2005 (Bankr. N.D. Ga. Case No.
05-83049).


OTIS SPUNKMEYER: Moody's Holds B1 Ratings on $192.5 Million Loans
-----------------------------------------------------------------
Moody's Investors Service affirmed the B1 senior secured and
B1 corporate family rating for Otis Spunkmeyer, Inc. and changed
the outlook to positive from stable.  This outlook change follows
Otis' announcement that it would undertake an initial public
offering of its shares, and use proceeds to reduce high cost debt
and redeemable preferred stock.  Should this IPO transaction close
and debt be reduced as planned, Otis' credit metrics could
materially improve and its ratings be upgraded.

Ratings affirmed:

   * $22.5 million senior secured revolving credit facility at B1
   * $170 million senior secured term loan maturing 2012 at B1
   * Corporate family rating at B1

Outlook: positive

Given the positive rating outlook, we do not expect Otis' ratings
to be downgraded in the near-to-intermediate term.  Over time,
ratings could be pressured if the company's operating performance
declines, credit metrics weaken or it is unable to bring
debt/EBITDA below 5 times and EBIT/Interest above 1.5 times in the
near term.  Otis' ratings could be upgraded if the company's
operating performance remains strong, margins continue to
strengthen, and it is able to further reduce leverage such that
Debt/EBITDA falls below 4 times and EBIT/Interest increases to
above 2.5 times.

Otis Spunkmeyer, with 2005 revenues of $336 million, is a
California-based manufacturer and distributor of frozen cookie
dough and other frozen sweet baked goods.


OWENS-BROCKWAY: $826 Mil. of 8-7/8% Senior Secured Notes Tendered  
-----------------------------------------------------------------
Owens-Brockway Glass Container Inc. reported that, as of 5 p.m.,
New York City time, on June 23, 2006, a total of $826.9 million in
aggregate principal amount of its 8-7/8% Senior Secured Notes due
2009 have been tendered pursuant to its tender offer for up to
$100 million principal amount of Notes.

Based on the results to date, the amount of Notes that will be
purchased will be prorated based on the aggregate principal amount
of Notes validly tendered in the tender offer.

Holders who validly tendered their Notes prior to 5 p.m., New York
City time, on Friday, June 23, 2006, unless extended or earlier
terminated, will be entitled to receive $1,040, payable in cash,
for each $1,000 principal amount of Notes accepted for payment,
which amount includes an early tender payment of $30 per $1,000 of
Notes accepted for payment.  Holders who validly tender their
Notes after such time but prior to the Expiration Date will
receive $1,010 per $1,000 principal amount of Notes accepted for
purchase.  Accrued and unpaid interest up to, but not including,
the settlement date will be paid in cash on all validly tendered
and accepted Notes.  The settlement date will be promptly after
the Expiration Date and is expected to be on or about July 12,
2006.

The tender offer will expire at 5 p.m., New York City time, on
Tuesday, July 11, 2006, unless extended or earlier terminated by
Owens-Brockway Glass Container Inc.  Withdrawal rights with
respect to tendered Notes have expired.  Accordingly, holders may
not withdraw any Notes previously or hereafter tendered, except as
contemplated in the offer.

Notwithstanding any other provision of the offer, Owens-Brockway
Glass Container Inc.'s obligation to accept for purchase, and to
pay for, securities validly tendered pursuant to the offer is
conditioned upon satisfaction or waiver of the conditions set
forth in the offer, including the availability of sufficient funds
under the new credit facility to pay the consideration described
above.  Owens-Brockway Glass Container Inc., in its sole
discretion, may waive any of the conditions of the offer in whole
or in part, at any time or from time to time.

The terms and conditions of the tender offer, including Owens-
Brockway Glass Container Inc.'s obligation to accept the Notes
tendered and pay the purchase price therefor, are set forth in
Owens-Brockway Glass Container Inc.'s Offer to Purchase dated
June 12, 2006.  Owens-Brockway Glass Container Inc. may amend,
extend or, subject to certain conditions, terminate the tender
offer.

Questions regarding the tender offer and requests for documents
may be directed to the exclusive dealer manager in connection with
the tender offer:

     Banc of America Securities LLC
     High Yield Special Products
     Telephone (704) 388-4813 (collect)
     Toll Free (888) 292-0070

Copies of the offer to purchase can also be obtained from the
information agent:
  
     Global Bondholder Services Corporation
     Telephone (212) 430-3774 (collect)
     Toll Free (866) 795-2200

Owens-Brockway Glass Container Inc., an indirect wholly owned
subsidiary of Owens-Illinois, Inc.  Based in Toledo, Ohio, Owens-
Illinois, Inc. -- http://o-i.com/-- is a leading global  
manufacturer of glass containers and plastic packaging products.  
For the year ended Dec. 31, 2005, O-I had revenue of $7.2 billion.

                          *     *     *

As reported in the Troubled Company Reporter on May 11, 2006,
Moody's Investors Service assigned a B1 rating to the proposed
$1.5 billion senior secured first lien credit facilities of Owens-
Brockway Glass Container, the principal U.S. operating subsidiary
of Owens-Illinois, Inc.

Moody's also affirmed Owens-Illinois' B2 corporate family rating
and ratings on Owens-Illinois' senior unsecured notes and
preferred stock, rated B3 and Caa1, as well as Owens-Brockway's
secured and unsecured notes, rated B1 and B2.

Standard & Poor's Ratings Services assigned its 'BB-' rating and
its recovery rating of '2' to Owens-Illinois Inc.'s proposed
$1.5 billion senior secured credit facilities, based on
preliminary terms and conditions.  The rating on the proposed
credit facilities is the same as the corporate credit rating; this
and the recovery rating of '2' indicate that lenders can expect
substantial recovery of principal in the event of a payment
default.  Proceeds from the new credit facilities will be used to
repay the outstanding amount under the existing credit facilities.

At the same time, Standard & Poor's assigned its recovery rating
of '2' to Owens-Brockway Glass Container Inc.'s (a wholly owned
subsidiary of Owens-Illinois Inc.) existing $2.08 billion senior
secured notes.  The senior secured notes are rated 'BB-'.


PARADISE MUSIC: Kelly Hickel Resigns as Chief Executive Officer    
---------------------------------------------------------------
Kelly Hickel resigned his positions as a director and as chairman,
president, chief executive officer, treasurer, and secretary of
Paradise Music & Entertainment, Inc., effective at the close of
business on June 15.

In addition, Winston "Buzz" Willis resigned his positions as a
director and as a vice president of the Company, effective at the
close of business on June 15, 3006.  Mr. Willis also resigned his
positions as chief executive officer and president of All Access
Entertainment Management Group, Inc., a subsidiary of the Company.

Mr. Hickel and Mr. Willis each plan to devote his attention to
other business interests.  The Company's sole remaining director,
Richard Rifenburgh, has taken over all responsibilities of Mr.
Hickel.

Richard P. Rifenburgh has served as the Company's vice chairman
and a director since July 2001.  He has served as Chairman of the
Board of Moval Management Corporation since 1968.  Moval
Management Corporation is a management consulting firm that
specializes in restoring companies in financial distress.  From
February 1989 until May 1991 Mr. Rifenburgh served as chairman of
the board and chief executive officer of Miniscribe Corporation, a
publicly-held holding company and manufacturer of computer disc
drives.  From 1987 to 1990 he was a General Partner at Hambrecht
and Quist Venture Partners, a venture capital organization. From
1988 to 1990 he was chairman of the board and chief executive
officer of Ironstone Group, Inc., and a publicly-held company.  
From 1996 to 2002 he served on the board of directors of Tristar
Corporation, a publicly-held manufacturer of cosmetics and
fragrances that filed for bankruptcy in 2001.  From 1992 to 2001
Mr. Rifenburgh served as a director of Concurrent Computer
Corporation, which is a publicly reporting company.  Mr.
Rifenburgh is also chairman of the board of Directors of St.
George Crystal Ltd., a major manufacturer of fine quality crystal
products.

                        About Paradise Music

Paradise Music & Entertainment, Inc., is a diversified company
that currently operates in the environmental testing and music and
entertainment industries.  The Company markets sponsor-targeted
entertainment projects, including the development and production
of proprietary festivals, events and branding campaigns for
corporate clients.

                         Going Concern Doubt

As reported in the Troubled Company Reporter, Feb. 20, 2006,
Tinter Scheifley Tang, LLC, expressed substantial doubt about
Paradise Music and Entertainment, Inc.'s ability to continue as a
going concern after it audited the Company's financial statements
for the year ended Dec. 31, 2004 and 2003.  The auditing firm
pointed to the Company's recurring losses from operations as well
as substantial deficits in its stockholders' equity and working
capital.


PHASE III: Posts $1.1 Million Net Loss for Quarter Ended March 31
-----------------------------------------------------------------
Phase III Medical, Inc., reported a $1,139,444 net loss on $6,262
of revenues for the three months ended March 31, 2006.

The Company recognized revenues from the sale of extended
warranties and service contracts via the Internet of $6,262 for
the three months ended March 31, 2006, as compared to $10,535 for
the three months ended March 31, 2005.  The revenues generated in
the quarter were derived entirely from revenues deferred over the
life of contracts sold in prior periods.  

Phase III's balance sheet at March 31, 2006, showed $893,977 in
total assets and $1,911,745 in total Liabilities, resulting in
$1,017,768 of stockholders' deficit.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?c2c

                     Going Concern Doubt

As reported in the Troubled Company Reporter on May 2, 2006, Holtz
Rubenstein Reminick LLP in Melville, New York, raised substantial
doubt about Phase III Medical, Inc., ability to continue as a
going concern after auditing the company's financial statements
for the year ended Dec. 31, 2004, and 2005.  The auditor pointed
to the company's recurring losses.

Phase III Medical, Inc. (OTCBB:PHSM) is an innovative company.
Through the acquisition of NeoStem, the company specializes in the
collection and storage of adult stem cell


PIER 1: Board Declares $0.10 Per Share Quarterly Cash Dividend
--------------------------------------------------------------
Pier 1 Imports, Inc.'s Board of Directors has declared a quarterly
cash dividend of $0.10 per share on the Company's outstanding
shares of Common Stock.

The $0.10 per share dividend is payable August 16, 2006, to record
shareholders of the Company's outstanding Common Stock on August
2, 2006.

Pier 1 Imports, Inc. (NYSE:PIR)  -- http://www.pier1.com/-- is a  
specialty retailer of imported decorative home furnishings and
gifts with Pier 1 Imports(R) stores in 49 states, Puerto Rico,
Canada, and Mexico and Pier 1 kids(R) stores in the United States.

                         *     *     *

As reported in the Troubled Company Reporter on May 8, 2006,
Standard & Poor's Ratings Services' 'B' corporate credit and 'B-'
unsecured debt ratings on Fort Worth, Texas-based Pier 1 Imports
Inc. remained on CreditWatch with negative implications.


PORTRAIT CORP: Eisner LLP Raises Going Concern Doubt
----------------------------------------------------
Eisner LLP in New York raised substantial doubt about Portrait
Corporation of America, Inc.'s ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended Jan. 29, 2006.  The auditor pointed
to the Company's substantial net loss, negative working capital,
stockholders' deficiency, default of certain obligations, which
were due on June 15, 2006 and insufficient liquidity to meet those
obligations.

The Company reported $34,442,000 net loss on $325,516,000 of sales
for the year ended Jan. 29, 2006, compared to $29,740,000 net loss
on $323,553,000 of sales for the year ended Jan. 30, 2005.

At Jan. 29, 2006, the Company's balance sheet showed $161,310,000
in total assets and $351,130,000 in total liabilities, resulting
in a $204,820,000 stockholders' deficit.

The Company's Jan. 29 balance sheet also showed strained liquidity
with $27,349,000 in total current assets available to pay
$346,051,000 in total current liabilities coming due within the
next 12 months.

                         AgfaPhoto Default

The Company's total indebtedness to AgfaPhoto is approximately
$22.8 million.  Approximately $2.1 million is on open account and
is currently due and payable.  Approximately $20.7 million is
subject to a letter agreement dated June 15, 2005, in which
AgfaPhoto agreed, under certain conditions, to defer any
collection action until June 15, 2006.

Further, AgfaPhoto has agreed to subordination terms with respect
to other debt of the Company that effectively limits AgfaPhoto's
ability to collect any of the $22.8 million as a secured creditor.
On June 15, 2006, the Company's standstill agreement with
AgfaPhoto USA ended.

In that agreement, AgfaPhoto USA agreed that it would not take any
action to collect certain amounts owed by the Company for
photographic paper, film and chemicals.

The Company has asked AgfaPhoto USA to extend this agreement to
Sept. 30, 2006.  While AgfaPhoto has stated that it would request
that extension from the bankruptcy trustee of its parent company
in Germany, there can be no assurance that an extension will be
given.

Also, to date, AgfaPhoto USA has been working with the Company to
resolve amounts owed to them, but there can be no assurance that
AgfaPhoto will not institute legal action to collect those
amounts.

                       Senior Notes Default

Each of the Senior Notes and Senior Subordinated Notes contain
cross-default provisions that can be triggered in the event the
agent, trustee, or holders, as applicable, should exercise their
rights to accelerate the due date of principal and interest under
any one of such notes or the prior senior secured credit facility.

On June 15, 2006, the Company did not make a $687,500 interest
payment due on its 133/4% Senior Subordinated Notes Due 2010.  The
30-day grace period for payment of those interest expired on
June 14, 2006.

As a result, an event of default occurred with respect to the
Notes, which default also causes a cross-default under the
Company's credit agreement with its senior lender.

The Company is currently in discussions with the holders of the
Notes and its senior lender regarding obtaining a forbearance or
similar agreement with respect to this interest payment.

In the event that an agreement is not reached with the holders of
the Notes and the Company's senior lender, those holders or senior
lender will have the right to submit a notice to the Company
declaring all principal and interest and other amounts due in
respect of the Notes immediately due and payable.

A full-text copy of the Company's annual report is available for
free at http://ResearchArchives.com/t/s?c41

             About Portrait Corporation of America

Portrait Corporation of America, Inc., provides professional
portrait photography products and services to children, adults and
families in North America.  The Company operates portrait studios
within Wal-Mart stores and Supercenters in the United States,
Canada, Mexico, Germany and the United Kingdom.  The Company also
operates a modular traveling business providing portrait
photography services in additional retail locations and to church
congregations and other institutions.


PROGRESSIVE GAMING: Incurs $8,849,000 Net Loss in First Quarter
---------------------------------------------------------------
Progressive Gaming International Corporation, fka Mikohn Gaming
Corp., incurred a $8,849,000 net loss on $16,927,000 of net
revenues for the quarter ending March 31, 2006, the Company
disclosed in a Form 10-Q filing with the Securities and Exchange
Commission.  

As of March 31, 2006, the Company's balance sheet reported assets
amounting to $175,989,000 and liabilities totaling $77,447,000.  
The Company's equity lowered to $98,542,000 at March 31, 2006,
from a $104,555,000 equity at March 13, 2005.  

                 Liquidity and Capital Resources

For the three months ended March 31, 2006, the Company's cash
and cash equivalents decreased by approximately $7.7 million
to $6.4 million, consisting of cash used in operations of
$4.4 million, cash used in investing activities of  $3.2 million
and cash used in financing activities of $0.1 million.

Significant components of the Company's cash flows for the three
months ended March 31, 2006, included loss from operations, and
an increase in working capital (excluding cash) of approximately
$2.3 million.  The Company also invested around $1.1 million in
corporate development activities for residual acquisition costs
related to EndX and debt financing costs related to our new senior
secured credit facility.  The Company's investments in
intellectual property for the first quarter of 2006 were
approximately $4.2 million and consisted of the purchase of its
minority interest in Magellan Technology Pty., Ltd., payments for
central server-based gaming development and payments for slot
content.

On April 20, 2006, the Company completed the first of two
expected phases of securing a credit facility for completion of
its minority investment in Magellan and for general working
capital purposes.  The first phase included an arrangement for a
$10 million senior secured term loan due April 19, 2007.
Outstanding principal under the facility bears interest at the
prime rate of interest (currently 8.00%) plus 2.25%. Underwriting
fees related to the facility equaled 3.5% of the total principal
and warrants to purchase 200,000 shares of the Company's common
stock.  The terms of the new facility require us to comply with
certain financial covenants covering senior debt leverage ratio,
total debt leverage ratio, minimum EBITDA, minimum cash and
certain negative covenants.  The second phase of this financing is
expected to consist of a $22.5 million facility to replace the
first phase.  The Company will continue to evaluate other
alternatives to retire the remainder of our Senior Secured Notes.

Although there can be no assurance, the Company believes that the
cash on hand at March 31, 2006 of $6.4 million, along with
expected cash flows from operations and planned financing
activities over the next nine months, will be sufficient to meet
our anticipated working capital needs through December 31, 2006.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?c47

Headquartered in Las Vegas, Nevada, Progressive Gaming
International Corporation formerly Mikohn Gaming Corp. is a
supplier of integrated casino management systems software and
games for the gaming industry.  

                         *     *     *

As reported in the Troubled Company Reporter on May 4, 2006,
Standard & Poor's Ratings Services lowered its ratings on
Progressive Gaming International Corp. to 'B-' from 'B'.  The
ratings on the Las Vegas-based gaming-related products developer
remain on CreditWatch with negative implications where they were
initially placed on March 15, 2006.
      
"The downgrade primarily follows continued uncertainty regarding
the company's long-term operating performance; however, other
issues continue to be of concern, such as internal control
weaknesses reported in the 10K and ongoing shareholder lawsuits,"
said Standard & Poor's credit analyst Peggy Hwan Hebard.

As reported in the Troubled Company Reporter on April 17, 2006,
Moody's Investors Service downgraded Progressive Gaming
International Corporation's Corporate Family and senior secured
bond rating to Caa1 from B3.  The ratings outlook is negative.


R.J. REYNOLDS: Fitch Assigns BB+ Rating to Secured Exchange Notes
-----------------------------------------------------------------
Fitch Ratings affirmed R.J. Reynolds Tobacco Holdings, Inc.'s
guaranteed unsecured notes at 'BB'.

Concurrently, Fitch assigned a 'BB+' rating to Reynolds American
Inc.'s guaranteed, secured exchange notes.

The current ratings are:

  RAI:

    -- Issuer Default Rating 'BB'
    -- Guaranteed, secured bank credit facility 'BBB-'
    -- Guaranteed, secured notes 'BB+'

  RJR:

    -- Issuer Default Rating 'BB'
    -- Guaranteed, unsecured notes 'BB'
    -- Unsecured Notes 'BB-'

RJR's guaranteed notes were also removed from Rating Watch
Negative, where they had been placed on May 19, 2006.  The Rating
Outlook is Stable.

The rating actions follow the completion of RAI's offer to
exchange $1.45 billion of RJR guaranteed secured notes for RAI
exchange notes.  The RAI exchange notes have identical interest
rates and maturities to the corresponding series of RJR notes
exchanged.

Approximately $1.29 billion, or 89%, of the outstanding RJR notes
were exchanged for RAI exchange notes, with guarantees and
collateral identical to RAI's $1.65 billion guaranteed, secured
notes issued in May.  The remaining RJR notes became unsecured and
substantially all of the restrictive covenants were eliminated.
Fitch's rating affirmation reflects that the guarantees remain in
place.

The Stable Rating Outlook for both RAI and RJR reflect the view
that domestic tobacco industry fundamentals have improved
considerably, due to renewed pricing power, material improvements
to operating earnings and a more favorable litigation environment.

The ratings continue to rely heavily upon maintenance of
significant liquidity to manage the remaining tobacco related
litigation risk.  RAI currently has sufficient liquidity,
including cash and short term investments of $1.6 billion
factoring in cash used for the Conwood acquisition.


RBS GLOBAL: Gets Requisite Consents of 10-1/8% Senior Sub. Notes
----------------------------------------------------------------
RBS Global, Inc. reported the results to date and the pricing
terms of its cash tender offer and consent solicitation with
respect to the 10-1/8% Senior Subordinated Notes due 2012 of
its wholly owned subsidiary Rexnord Corporation.

As of 5 p.m., New York City time, on June 15, 2006, which was
the deadline for holders who desired to receive the cash consent
payment to tender their Notes and deliver their consents, RBS
Global had received tenders and consents for $217.314 million
in aggregate principal amount of the Notes, representing 96.58%
of the outstanding Notes.

Accordingly, the requisite consents to adopt the proposed
amendments to the indenture pursuant to which the Notes were
issued have been received, and a supplemental indenture to
effect the proposed amendments has been executed.  The proposed
amendments, which will eliminate substantially all of the
restrictive covenants and eliminate or modify certain events
of default and related provisions contained in the indenture,
will become operative when the tendered Notes are accepted for
purchase by RBS Global.

The total consideration for the Notes was determined as of
10 a.m., New York City time, on June 16, 2006, by reference
to a fixed spread of 50 basis points above the yield to maturity
of the applicable U.S. Treasury security as described in the
Offer to Purchase and Consent Solicitation Statement of RBS
Global, dated June 2, 2006.  The reference yield for the Notes
was 5.201%.

The total consideration per $1,000 principal amount of Notes that
were validly tendered prior to the Consent Date is $1,107.34,
which includes a cash consent payment of $30.  Holders who tender
their Notes and deliver their consents after the Consent Date,
but prior to the Expiration Date, will receive the tender offer
consideration, which consists of the Total Consideration less
the cash consent payment of $30 per $1,000 principal amount of
tendered Notes.  All holders of Notes validly tendered prior to
the Expiration Date will receive accrued and unpaid interest on
their tendered Notes up to, but not including, the payment date
for the tender offer and consent solicitation.

Withdrawal and revocation rights with respect to tendered
Notes and delivered consents expired as of the Consent Date.  
Accordingly, holders may no longer withdraw any Notes previously
or after tendered or revoke any consents previously or after
delivered, except in the limited circumstances described in the
Statement.

The tender offer and consent solicitation remains open and is
scheduled to expire at 5 p.m., New York City time, on June 30,
2006, unless extended.

The consummation of the tender offer is conditioned upon:

   (i) the consummation of the acquisition of RBS Global by
       affiliates of Apollo Management, L.P., and

  (ii) the receipt of $1,420 million in new debt financing
       relating to such acquisition and the availability of funds
       to pay the tender offer consideration.

If any of the conditions are not satisfied, RBS Global may
terminate the tender offer and return tendered Notes, may waive
unsatisfied conditions and accept for payment and purchase all
validly tendered Notes that are not validly withdrawn prior to
expiration, may extend the tender offer or may amend the tender
offer.

The complete terms and conditions of the tender offer and consent
solicitation are described in the Statement and the related
Consent and Letter of Transmittal, copies of which may be obtained
by contacting the information agent for the tender offer and
consent solicitation:

     D.F. King & Co., Inc.
     Telephone (212) 269-5550
     Toll Free (800) 714-3312

Questions regarding the tender offer and consent solicitation may
be directed to the Dealer Manager and Solicitation Agent for the
tender offer and consent solicitation:

     Credit Suisse Securities (USA) LLC
     Telephone (212) 538-0652
     Toll Free (800) 820-1653

            About RBS Global and Rexnord Corporation

RBS Global is the parent company of Rexnord Corporation.  
Headquartered in Milwaukee, Wisconsin, Rexnord is a leading
worldwide manufacturer of highly-engineered precision motion
technology products, primarily focused on power transmission with
approximately 5,800 employees worldwide.  Rexnord products are
sold around the world by over 300 direct sales representatives
through a network of multiple service centers and warehouses
backed by hundreds of independent stocking distributors.

                          *     *     *

As reported in the Troubled Company Reporter on June 15, 2006,
Moody's Investors Service downgraded the corporate family rating
of RBS Global, Inc., the parent company of Rexnord Corporation,
and assigned new long term debt ratings in connection with its
pending acquisition by an affiliate of Apollo Management.  The
rating outlook has been changed to stable.

Moody's also assigned a SGL-2 liquidity rating reflecting good
liquidity and expected covenant compliance.  The rating outlook is
stable.  The ratings are subject to review of the final financing
documentation.  The rating action concludes the review for
possible downgrade initiated on May 31, 2006.

Ratings downgraded the Company's corporate family rating to
B2 from B1.  New ratings were assigned including B1 rating of
$705 million Senior Secured Bank Credit Facilities; B3 rating of
$420 million Senior Unsecured Bonds, due 2014; and Caa1 rating
of $420 million Senior Subordinated Bonds, due 2016.


REFCO INC: Court Sets July 17 as RMF Debtors' Claims Bar Date
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set July 17, 2006, as the deadline for all creditors to file
prepetition proofs of claim against Refco Managed Futures LLC, and
its two affiliates, Westminster-Refco Management LLC, and Lind-
Waldock Securities LLC.

In addition, Judge Drain sets December 4, 2006, as the deadline
for all governmental units to file proofs of claim in the RMF
Debtors' Chapter 11 cases.

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: Wants Removal Period Further Extended to September 8
---------------------------------------------------------------
Refco Inc. and its debtor-affiliates, ask the U.S Bankruptcy Court
for the Southern District of New York to further extend through
and including September 8, 2006, the period within which they may
file notices of removal pursuant to Rule 9027(a)(2)(A) of the
Federal Rules of Bankruptcy Procedure with respect to the Actions.

The Debtors say that the request has the consent of Marc S.
Kirschner, the Chapter 11 trustee of the estate of Refco Capital
Markets, Ltd.

Prior to filing for bankruptcy, the Debtors were plaintiffs in
approximately 37 actions and proceedings in a variety of state
and federal courts throughout the country.

Sally McDonald Henry, Esq., at Skadden, Arps, Slate, Meagher &
Flom, LLP, in New York, relates that the Debtors have not yet
reviewed all the Actions to determine whether any Actions should
be removed.  The Debtors have continued to focus primarily on
stabilizing and maximizing the value of the wind-down of their
businesses.

The RCM trustee also needs additional time to evaluate the Actions
to determine whether they should be removed.

Moreover, the Debtors and the RCM Trustee are engaged in a
bankruptcy plan formulation process, which may impact decisions
with respect to the Actions.

Ms. Henry asserts that extension of the Removal Period will
afford the Debtors sufficient opportunity to assess whether the
Actions can and should be removed, thus, protecting the Debtors'
valuable right to adjudicate lawsuits under 28 U.S.C. Section
1452.

                       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).


RITE AID: Earns $10.9 Million in First Quarter 2006
---------------------------------------------------
Rite Aid Corporation generated revenues for the 13-week first
quarter of $4.34 billion versus revenues of $4.22 billion in the
prior year first quarter.  Revenues increased 2.7%.

Same store sales increased 3.6% during the first quarter as
compared to the year-ago like period, consisting of a 4.4%
pharmacy same store sales increase and a 2.1% increase in
front-end same store sales.  Prescription sales accounted for
64.3% of total sales, and third party prescription sales
represented 95.2% of pharmacy sales.

Net income for the first quarter decreased to $10.9 million
compared to last year's first quarter net income of $33.4 million.  
The decrease was primarily due to a $23.3 million decrease in
adjusted EBITDA and no litigation settlement income in the current
quarter compared to $5.9 million litigation settlement income in
the prior year quarter.  These negative factors were partially
offset by $9.2 million lower income tax expense.

Adjusted EBITDA amounted to $180.4 million or 4.2% of revenues for
the first quarter compared to $203.6 million or 4.8% of revenues
for the like period last year.  The $23.2 million decrease is
primarily the result of an increase in selling, general and
administrative expenses, due in large part to an increase in
occupancy costs resulting from the opening of new and relocated
stores.

"We are pleased with our sales trends this quarter, especially the
continued increase in prescription sales.  This shows that the
initiatives we've put in place to grow our pharmacy business are
working," said Mary Sammons, Rite Aid president and CEO.  "The
negative impact to adjusted EBITDA from our new store development
program was expected and included in our fiscal 2007 guidance, and
we remain on track with plans to open 125 additional new and
relocated stores this fiscal year.  Growing the store base is
critical to our long-term success and as the new stores gain
momentum, we expect they will be significant contributors to
revenue and same-store sales growth."

In the first quarter, the company opened 3 stores, relocated 4
stores, acquired 2 stores, closed 7 stores and remodeled 13
stores. Stores in operation at the end of the quarter totaled
3,321.

                        Financial Guidance

As the result of current sales trends, Rite Aid raised its fiscal
2007 sales guidance to between $17.40 billion and $17.65 billion,
with same store sales expected to improve 2% to 4% over fiscal
2006.  This compares to previous fiscal 2007 sales guidance of
between $17.35 billion and $17.60 billion, with same store sales
improving 1.75% to 3.25% over fiscal 2006.

The company confirmed fiscal 2007 guidance for net income,
adjusted EBITDA and capital expenditures. Net income (loss) for
fiscal 2007 is expected to be between a net loss of $5 million and
net income of $40 million

Rite Aid Corporation (NYSE, PCX: RAD) -- http://www.riteaid.com/
-- is a drugstore chain with 2005 annual revenues of $17.3 billion
and approximately 3,320 stores in 27 states and the District of
Columbia.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 16, 2006,
Fitch affirmed Rite Aid Corporation's issuer default rating at
'B-'; $1.75 billion secured bank credit facility at 'BB-' and
recovery rating at 'RR1'; secured notes at 'BB-' and recovery
rating 'RR1'; and downgraded Rite Aid's senior unsecured notes to
'CCC+' from 'B-' and recovery rating to 'RR5' from 'RR4'.  Fitch
says Rite Aid's rating outlook remains stable.

As reported in the Troubled Company Reporter on Sept. 1, 2005,
Moody's lowered its speculative grade liquidity rating to SGL-3
from SGL-2 and affirmed Rite Aid Corporation 's $860 million
2nd-lien senior secured notes at B2; $1.28 billion of senior notes
at Caa1; $250 million of 4.75% convertible notes at Caa1; and
Corporate Family Rating (previously called the Senior Implied
Rating) at B2.


SATELLITE ENTERPRISES: Mar. 31 Balance Sheet Upside-Down by $2.7MM
------------------------------------------------------------------
Satellite Enterprises Corp. filed its first quarter financial
statements for the three months ended March 31, 2006, with the
Securities and Exchange Commission on June 22, 2006.

The Company reported $461,591 net loss on $68,929 of net sales for
the three months ended March 31, 2006, compared to $499,340 net
loss on $741,205 of net sales in last year's first quarter.

At March 31, 2006, the Company's balance sheet showed $2,658,498
in total assets and $5,387,230 in total liabilities, resulting in
a $2,728,732 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $719,557 in total current assets available to pay
$2,025,914 in total current liabilities coming due within the next
12 months.

Full-text copies of the Company's first quarter financial
statements for the three months ended March 31, 2006, are
available for free at http://ResearchArchives.com/t/s?c45

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 8, 2006,
Meyler & Company, LLC, in Middletown, New Jersey, raised
substantial doubt about Satellite Enterprises Corp.'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 losses since
inception, negative working capital, stockholders' deficiency, and
need for additional financing.

Based in Westport, Connecticut, Satellite Enterprises Corp.
(OTCBB: SNWP) -- http://www.satellitenewspapers.com/-- receives,   
distributes and sells newspaper data, whick can be printed via an
automated free-standing KiOSK(TM).  The Company also has a user-
friendly software application, CLiENT, which can print a single
copy or bulk quantity at any given time.


SEMGROUP: Canceled TransMontaigne Buy Cues Fitch to Hold Ratings
----------------------------------------------------------------
Fitch Ratings affirmed the 'B' Issuer Default Ratings of SemGroup,
L.P., and its wholly-owned subsidiaries SemCrude, L.P. and SemCams
Midstream Co., and simultaneously removes these entities from
Rating Watch Negative.  The rating action reflects SemGroup's
announcement that it is no longer pursuing its acquisition of
TransMontaigne, Inc.  The Rating Outlook is Stable.

Fitch placed SemGroup's rating on Negative Watch on March 29,
2006, after the company announced that it had reached a definitive
agreement to acquire the outstanding common stock of TMG in an
all-cash transaction initially valued at approximately $525
million.  However, Morgan Stanley subsequently emerged as a rival
bidder for TMG and after a protracted bidding war during which MS
raised its purchase offer to approximately $630 million on June
18, 2006, SemGroup terminated its acquisition effort.  SemGroup
will receive a $15 million break-up fee from TMG as a result of
its agreement to accept MS' offer.

These ratings were affirmed with a Stable Outlook:

SemGroup, L.P.:

   -- Issuer Default Rating 'B'
   -- Senior unsecured notes due 2015 'B+/Recovery Rating RR3'

SemCrude, L.P.:

   -- IDR 'B';
   -- Secured working capital facility due August 2008 'BB/RR1'
   -- Senior secured term loan B due March 2011: 'BB-/RR1'
   -- Secured revolving credit facility due August 2008: 'BB-/RR1'

SemCams Midstream Co.:

   -- IDR 'B'
   -- Senior secured term loan due March 2011 'BB-/RR1'


SEQUENOM INC: Closes $33 Million Private Placement Financing
------------------------------------------------------------
Sequenom, Inc. (Nasdaq: SQNM) closes its $33 million private
placement financing with four institutional investors.

Oppenheimer & Co., Inc. was the placement agent.  The investment
in Sequenom included the sale and issuance of 19,999,998 shares of
common stock and warrants to purchase an additional 11,999,999
shares of common stock.  The investors were Pequot Private Equity
Fund IV, L.P., ComVest Investment Partners II LLC, LB I Group,
Inc. (an affiliate of Lehman Brothers), and Siemens Venture
Capital GmbH.

"The financing provides Sequenom and its customers, collaborators,
employees and shareholders with a solid foundation on which the
Company can grow its core business, unlock the potential of its
non-invasive prenatal diagnostics technology, and provide genetic
analysis solutions more broadly and on an accelerated timetable,"
said Harry Stylli, M.B.A., Ph.D., President and Chief Executive
Officer of Sequenom.

Net proceeds from this financing will be used for general working
capital purposes and executing new management strategies to
strengthen and expand Sequenom's core product sales and services
business while pursuing new growth initiatives including
opportunities in the emerging field of non-invasive prenatal
diagnostics.  The private placement was approved by stockholders
at the Company's annual meeting held on May 31, 2006.

                        About Sequenom Inc.

Headquartered in San Diego, California, Sequenom, Inc. --
http://www.sequenom.com/-- is a genetics company committed to  
providing the best genetic analysis products that translate
genomic science into superior solutions for biomedical research
and molecular medicine.  Its proprietary MassARRAY^r system is a
high performance nucleic acid analysis platform that efficiently
and precisely measures the amount of genetic target material and
variations therein.  Its system is able to deliver reliable and
specific data from complex biological samples and from genetic
target material that is available only in trace amounts.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 1, 2006,
Ernst & Young, LLP, in San Diego, California, raised substantial
doubt about Sequenom, 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, including a net
loss of $26.5 million for the year ended Dec. 31, 2005 and
$442.6 million accumulated deficit as of Dec. 31, 2005.

For the quarters ended March 31, 2006, the Company reported a
$3.72 million net loss.  As of March 31, 2006, the Company
reported an accumulated deficit of $446.3 million.


SILICON GRAPHICS: Creditors Panel Supports Reorganization Plan
--------------------------------------------------------------
Silicon Graphics, Inc. (OTC: SGID) gained the support of its
Official Committee of Unsecured Creditors and the largest holder
of its Subordinated Debentures on a proposed reorganization plan.  
This is important milestone in SGI's reorganization process.  The
development paves the way for a speedy exit from Chapter 11 as a
public company.  The Company anticipates filing an amended Plan of
Reorganization together with a Disclosure Statement by June 30,
2006.

"Our pre-negotiated plan reflected an agreement with an ad-hoc
committee of our Secured Noteholders," Dennis McKenna, chairman
and CEO of SGI, said.  "Through the diligent efforts of all
parties, we have now won the additional support of our Official
Committee of Unsecured Creditors, which is made up of
representative trade creditors and holders of our Subordinated
Debentures.  We have also reached a settlement with the largest
holder of our Subordinated Debentures. Such agreements are crucial
to a successful reorganization.  Our exit timeline remains on
track.  We are grateful to our employees, customers, vendors and
partners who have remained loyal to us throughout this process."

                       Financing Approval

SGI received Court approval for the $130 million financing
facility with Morgan Stanley that was reported June 1, 2006.  The
financing agreement will fund day-to-day operations during SGI's
reorganization process, providing the enhanced liquidity and
flexibility needed to complete the Company's reorganization.

A full-text copy of the Global Settlement Agreement with the
Official Committee of Unsecured Creditors is available for free
at http://ResearchArchives.com/t/s?c57

                     About Silicon Graphics

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance   
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.


SKYLINE SHEET: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Skyline Sheet Metal & Roofing, Inc.
        1605 Bench Mark Drive
        Austin, Texas 78728

Bankruptcy Case No.: 06-10958

Type of Business: The Debtor offers siding, sheet
                  metal, and roofing services.

Chapter 11 Petition Date: June 23, 2006

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Stephen W. Sather, Esq.
                  Barron & Newburger, P.C.
                  1212 Guadalupe, Suite 104
                  Austin, Texas 78701
                  Tel: (512) 476-9103 Ext. 220
                  Fax: (512) 476-9253

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
Architectural Building            Roofing Supplies       $131,137
Components
1625 North Houston Rosslyn
Houston, TX 77086

Roofing Supply Group              Roofing Supplies        $89,513
8319 North Lamar
Austin, TX 78753

ABC Supply                        Roofing Supplies        $83,451
901 East St. Johns
Austin, TX 78752

ARCO Manufacturing Co.            Roofing Supplies        $48,025

Gulf Eagle Supply, Inc.           Litigation Pending      $47,727

MBNA America Bank                 Credit Card             $22,167

Sunstate Equipment Co.            Equipment Rental        $21,371

Neff Rental                       Executory Contracts     $20,851

Surplus, Inc.                     Liability Insurance     $19,939

AIC-Sunbelt Group, Inc.           Lawsuit                 $15,458

Curtis Steel                      Roofing Supplies        $12,212

Nextel                            Phone Service           $11,960

H&K Fasteners                     Roofing Supplies         $8,391

Office Depot Credit Plan          Credit Card              $8,257

Internal Revenue Service          Payroll Taxes            $6,826

Allied Insurance                  Vehicle Insurance        $6,754

McKay Lumber, Inc.                Roofing Supplies         $5,170

Vicente Reyes                     Labor Sub-Contractor     $5,116

Texas Orthopedics                 Medical                  $5,105

Santiago Jiminez                  Labor Sub-Contractor     $4,600


SOFTNET TECHNOLOGY: Posts $1.1 Mil. Net Loss in Qtr. Ended Mar. 31
------------------------------------------------------------------
SoftNet Technology Corporation reported a $1,172,216 net loss for
the quarter ended March 31, 2006, as compared to a $1,847,424 net
loss for the same period in the prior year.  Revenues for the
three months ended March 31, 2006 were $1,093,523 as compared to
$231,683 for the three months ended March 31, 2005.  The Company's
acquisition of Inspara and combination of business operations with
Indigo Technology Services consulting were the reasons that the
Company experienced very fast revenue growth.

At March 31, the Company's balance sheet showed total assets of
$3,929,506 and total liabilities of $2,349,223.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?c2e

                        Going Concern Doubt

Bagell, Josephs, Levine & Company, LLC, raised substantial doubt
about SoftNet Technology Corporation's ability to continue as a
going concern after auditing the Company's financial statements
for the years ended December 31, 2005 and 2004.  The auditing firm
pointed to the Company's substantial losses and negative cash flow
from operations in 2005 and 2004, which significantly reduced
stockholders' equity and resulted in substantial retained deficits
and working capital deficits at December 31, 2005 and 2004.

Headquartered in Bernardsville, New Jersey, SoftNet Technology
Corporation -- http://www.softnettechnology.com/-- has a  
Solutions Technology unit that makes biometric time clocks used to
track employee attendance.  The company sold its WholesaleByUs
subsidiary, which sells products on the Internet, to its original
owners in late 2005.  SoftNet has agreed to acquire InsPara
Networking Technologies, which provides technical consulting
services in Internet protocol telephony and other areas.  In early
2005, SoftNet acquired Indigo Technology Services, a supplier of
Internet access services for hotel guests.  The company has
offices in Arizona, California, Nevada, and New Jersey, with an
overseas office in Frankfurt, Germany.


SPANCRETE OF FLORIDA: Ct. Says Deposited Funds are Estate Property
------------------------------------------------------------------
CORE Construction Services Southeast, Inc., dba CORE Construction,
sought an order determining that $45,000 it deposited with HHG
III, Inc., dba Employee Professionals, are not property of
Spancrete of Florida, LLC's estate.  The Honorable Alexander L.
Paskay, in a decision published at 2005 WL 4065316, ruled against
CORE Construction.

On June 8, 2004, Spancrete and CORE entered into a construction
contract concerning a condominium complex referred to as Artisan
Park Club.  It was the Debtor's obligation under this contract to
supply and install pre-cast, hollow-core concrete plank and it was
CORE's obligation to pay to the Debtor the price agreed upon and
fixed by the contract.  On September 17, 2004, the Debtor and CORE
entered into a second construction contract referred to as Sonoma
Phase II condominiums.  The terms of the Sonoma Phase II contract
were basically the same as that fixed by the Artisan Park
contract.  Pursuant to the terms of each contract, CORE was
required to make monthly progress payments to the Debtor for the
products supplied and actually installed by the Debtor.

Near the end of 2004 the Debtor began to experience financial
problems.  CORE was aware of the problems but anxious to use the
services of the Debtor, and was especially interested in ensuring
that it would receive the property supplied and installed on these
two projects on a timely basis.  To assist the Debtor, CORE began
to make payments directly to certain of the Debtor's suppliers and
vendors and would debit these payments against the progress
payments that were due and owing to the Debtor during any given
payment period.  

CORE would treat these payments made to third parties as payments
made to the Debtor and correspondingly offset these amounts
against the amounts due and owing under the contracts. This
arrangement permitted the Debtor to operate its business and to
perform under the contracts.

After reviewing the agreements and other evidence, Judge Paskay
concluded that the $45,000 deposit with the Chapter 11 debtor-
concrete supplier's vendor is property of the estate, protected by
the automatic stay.  The debtor's creditor paid the $45,000
originally put on deposit with the vendor, which apparently was
intended to be held in escrow by the vendor and used in case the
debtor was unable to pay any outstanding invoices.  However, any
claim that the creditor had to the deposit was extinguished when
the funds were used by the vendor to satisfy outstanding invoices
and subsequently were replaced by the debtor's own funds.  These
funds were not earmarked for a party other than the debtor, and it
was unclear for whose benefit the funds were placed on deposit, as
both the vendor and the debtor benefited from the arrangement.

Based in Naples, Florida, Spancrete of Florida, LLC --
http://www.spancreteofflorida.com/-- manufactures precast  
concrete and equipment.  Spancrete sought chapter 11 protection on
April 7, 2005 (Bankr. M.D. Fla. Case No. 05-06482), estimating
assets and liabilities of less than $10 million.  Spancrete is
represented by Andrew T. Jenkins, Esq., and Jeffrey W. Warren,
Esq., at Bush Ross, P.A.  


ST. MARYS: Moody's Rates Proposed $550 Million Loan at Ba3
----------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
St. Marys Cement Inc. to Ba3 from B1, and assigned a Ba3 rating to
the various tranches of a proposed $550 million senior secured
bank facility.  The Votorantim Group, St. Marys' owner, is
restructuring its North American cement assets and refinancing its
debt.  Moody's ratings for St. Marys' existing debt will be
withdrawn at the conclusion of the transaction.  St. Marys' rating
outlook remains stable.

The key factors influencing St. Marys ratings include its modest
financial leverage given the company's size and earnings capacity,
a strong market position supported by its entrenched position as
the largest supplier of cement in the Great Lakes region and its
supplemental cement operations in Florida, as well as assets in
downstream ready-mix concrete and construction aggregates, and an
improved geographic diversity with the consolidation of
Votorantim's North American manufacturing footprint, including the
combination of Florida assets into
St. Marys' Great Lakes operations.

St. Marys' ratings are also reflective of the company's reduction
in free cash flow due to increased capital spending over the near
term, largely driven by expansion plans for St. Marys' newly
integrated Florida assets, and its vulnerability to raw material
cost inflation, including natural gas and electricity.

Moody's new ratings for St. Marys are premised on modest
availability of cash and financing for a prudent acquisition that
incorporates an appropriate purchase price, appropriate EBITDA
multiple, and opportunities for synergies with St. Marys' current
operations.

These ratings were assigned:

   * $150 million Guaranteed Senior Secured Revolving Credit
     Facility due 2011 -- Ba3

   * $250 million Guaranteed Senior Secured Term Loan A
     Facility due 2011 -- Ba3

   * $150 million Guaranteed Senior Secured Term Loan B
     Facility due 2013 -- Ba3

This rating was upgraded:

   * St. Marys' corporate family rating -- to Ba3 from B1

Headquartered in Toronto, Ontario, St. Marys' revenues for the
trailing twelve months ended March 31, 2006 were $606 million.   
St. Marys' facilities shipped approximately 4.9 million metric
tons of cement, 1.6 million tons of ready mixed concrete and
4.4 million tons of aggregates in 2005.  It is the largest
supplier of cement in the Great Lakes region.

The Votorantim Group, headquartered in Sao Paulo, Brazil, is one
of the largest private industrial conglomerates in Latin America,
with large scale production in cement, pulp and paper, and metals
and mining industries.  The group is also actively engaged in the
production of chemicals, frozen concentrated orange juice, energy,
financial services and venture capital investments.


SYNTHETECH INC: Losses Spur KPMG to Raise Going Concern Doubt
-------------------------------------------------------------
Auditors working for KPMG LLP in Portland, Oregon, raised
substantial doubt about Synthetech, Inc.'s ability to continue as
a going concern after auditing the Company's financial statements
for the year ended March 31, 2006.  The auditors pointed to the
Company's recurring operating losses.

The Company reported $3,501,000 net loss on $5,819,000 of revenues
for the year ended March 31, 2006, compared to last year's
$8,369,000 net loss on $9,751,000 of revenues.

At March 31, 2006, the Company's balance sheet showed $10,494,000
in total assets, $1,406,000 in total liabilities, and $9,088,000
in total stockholders' equity.

A full-text copy of the Company's annual report for the
year ended March 31, 2006, is available for free at
http://ResearchArchives.com/t/s?c3a

Synthetech, Inc., is a fine chemicals company specializing in
organic synthesis, biocatalysis and chiral technologies.  
Synthetech develops and manufactures amino acid derivatives,
specialty amino acids, peptide fragments, proprietary custom
chiral intermediates and specialty resins, primarily for the
pharmaceutical industry.


TECHALT INC: March 31 Balance Sheet Upside-Down by $9.4 Million
---------------------------------------------------------------
TechAlt, 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 a $117,806 net loss with no revenues for the
three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $24,842
in total assets and $9,494,814 in total liabilities resulting in
$9,469,972 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $24,842 in total current assets available to pay
$4,311,821 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?c38

                        Going Concern Doubt

As reported on the Troubled Company Reporter on June 9, 2006
Salberg & Company, P.A., in Boca Raton, Florida, raised
substantial doubt about Techalt, 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 net losses of
$3,754,822, working capital deficit of $4,140,717, and
stockholders' deficit of $9,293,447.

                        About TechAlt Inc.

TechAlt, Inc. -- http://www.techaltinc.com/-- seeks to become the  
market leader in bringing safety and security solutions to the
Homeland Security market through innovative alternative
technology.  TechAlt Security Technologies seeks to deploy mission
critical technology that provides video, voice and data in various
homeland security-related markets.  TechAlt Security Technologies
is targeting a secure wireless communications toolset to be used
by emergency first responders for interagency interoperability,
communication and collaboration.  The company's mission is to
deliver a complete technology solution for a wide range of
security solutions by developing, implementing and acquiring
various technologies.


TEKNOWLEDGE CORP: Posts $474,919 Net Loss in Period Ended March 31
------------------------------------------------------------------
Teknowledge Corporation reported a $474,919 net loss for the three
months ended March 31, 2006, as compared to a $135,829 net loss
for the same period in 2005.

Revenues for the quarter ended March 31, 2006 were $608,000,
compared to $1,632,000 for the three months ended March 31, 2005.
Overall revenues decreased 63% largely on a decline in revenue
from Government Contract R&D customers.  The Company was
unsuccessful in 2006 in replacing all of the government contracts
that were completed during the year, largely because of changing
government priorities and vigorous competition.

At March 31, 2006, the Company's balance sheet showed $2,806,778
in total assets and $3,087,172 in total liabilities, resulting in
a $280,394 stockholders' deficiency.

A full-text copy of the Company's quarterly reports is available
for free at http://ResearchArchives.com/t/s?c37

                       Going Concern Doubt

Burr, Pilger & Mayer LLP raised substantial doubt about
Teknowledge's ability to continue as a going concern after it
audited the Company's financial statements for the year ended
December 31, 2005.  The auditing firm pointed to the Company's
operating results and net capital deficiency.

                       About Teknowledge

Teknowledge Corporation -- http://www.teknowledge.com/-- is in  
the intelligent Internet transactions business.  Teknowledge's
services solutions involve processing application knowledge, and
conducting flexible and secure transactions over the Internet.
Knowledge processing enables organizations to codify their
knowledge, represent it in machine readable forms, serve it to end
users on the Internet via agents and forms, and provide value-
added application services to businesses and end-users.


TERAYON COMMUNICATION: Two Members Resign from Board of Directors
-----------------------------------------------------------------
Terayon Communication Systems, Inc.'s board of directors approved
a reduction in size from nine to seven members following the
resignation of two of its directors.

Mark Slaven, current Chair of the Audit Committee and member of
the Board of Directors of the Company, is resigning effective
August 2, 2006 as a result of the increased demands on his time
from his duties as Senior Vice President, Chief Financial Officer
and Treasurer of Cross Match Technologies Inc. in Palm Beach
Garden, Florida, and not as a result of any matter concerning the
Company.  Mr. Slaven has served as a director of the Company since
July 2003, and has served as the Chairman of the Audit Committee
and a member of the Nominating and Governance Committee since June
2004.

Aleksander Krstajic's resignation, effective immediately, resulted
from the increased travel and demands on his time from his duties
as President and Chief Executive Officer of Bell Vanguard Inc.,
and not from any matter concerning the Company. Mr. Krstajic has
served as a director of the Company since July 1999.

"The Company has benefited greatly from the dedication, guidance
and experience of Messrs. Slaven and Krstajic," said Jerry Chase,
Chief Executive Officer of Terayon.  "We thank them for their
service to the Company and wish them well in the future."

The Company has appointed Lew Solomon, currently a member of the
Board of Directors, to be a member of the Audit Committee
effective August 2, 2006.  With four independent directors on the
seven member board, the Board of Directors will continue to be
comprised of a majority of independent directors.

                          About Terayon

Based in Santa Clara, California, Terayon Communication Systems,
Inc. (Pink Sheets: TERN.PK) -- http://www.terayon.com/-- provides  
real-time digital video networking applications to cable,
satellite and telecommunication service providers worldwide.

The Company's long-term local and foreign issuer credits carry
Standard & Poor's B- rating.  The ratings were placed on Feb. 15,
2001 with a negative outlook.


THOMAS EQUIPMENT: Discloses Status of Laurus Payment Obligations
----------------------------------------------------------------
A major restructuring is designed to provide Thomas Equipment Inc.
(AMEX: THM) with appropriate management and financial resources to
address short-term needs and successfully execute on longer-term
strategic opportunities.

On May 15, 2006, Laurus Master Fund, Ltd. closed on a $15 million
financing transaction.  Of this amount, $8.5 million was released
to the company upon closing, with the remaining $6.5 million to be
released upon milestones to be mutually agreed upon between Thomas
Equipment and Laurus.

"Thomas is current in its payment obligations to Laurus, our
senior lender," David Marks, Chairman of the Board, said.  "We
have been in contact with our senior lender Laurus in respect to
our previously announced operating and management changes.  We
believe that Laurus is looking forward to working with our new
management team in order to help the company accomplish its goals
successfully.  We expect to define the milestones for release of
the remaining $6.5 million in the near future so that we can
access those funds as needed."

                      About Thomas Equipment

Headquartered in Milwaukee, Wisconsin, 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.  The Company distributes its
products through a worldwide network of distributors and
wholesalers.  In addition, the Company's 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.

At March 31, 2006, Thomas Equipment Inc.'s balance sheet showed a
stockholders' deficit of $31,289,000, compared to a $67,129,000 at
June 30, 2005.


TRANS ENERGY: Posts $1.8 Million Net Loss in First Quarter 2006
---------------------------------------------------------------
Trans Energy, Inc., filed its first quarter financial statements
for the three months ended March 31, 2006, with the Securities and
Exchange Commission on June 22, 2006.

The Company reported an $1,855,109 net loss on $1,712,307 of
revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $3,974,997
in total assets and $5,802,300 in total liabilities resulting in
$1,827,303 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $1,683,568 in total current assets available to pay
$4,937,818 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?c35

                        Going Concern Doubt

HJ & Associates, LLC, in Salt Lake City, Utah, raised substantial
doubt about Trans Energy's Incability 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 losses from operations, accumulated deficit
andworking capital deficit.

                         About Trans Energy

Since 1993, Trans Energy, Inc. -- http://www.transenergy.com--  
has been in the business of production, transportation,
transmission, sales and marketing of oil and natural gas in the
Appalachian and Powder River basins. With interests in West
Virginia, Ohio, Pennsylvania, Virginia, Kentucky, New York, and
Wyoming; Trans Energy and its subsidiaries own and operate oil and
gas wells, gas transmission lines, transportation systems and well
construction equipment and services.


TRIMAS CORP: High Leverage Prompts Moody's to Hold Ratings
----------------------------------------------------------
Moody's Investors Service affirmed the ratings of TriMas
Corporation: Corporate Family, B2; and senior subordinated, Caa1.   
Moody's also raised the company's Speculative Grade Liquidity
Rating to SGL-3 and assigned B1 ratings to the company's new
credit facility being syndicated, including a senior secured
revolving credit facility, a senior secured synthetic L/C
facility, and a senior secured term loan.

The new senior secured facilities will be used to refinance
TriMas' existing senior secured credit facilities, the ratings of
which will be withdrawn upon their refinancing.  The ratings
reflect the company's high leverage, weak interest coverage, and
the substantial challenges in managing a large and disparate
portfolio of businesses and products as well as an acquisitive
growth strategy.

The notching of the proposed credit facility, which benefits from
a first lien on all domestic assets, reflects its relative
position in the capital structure, and reduced size of the secured
obligations relative to the junior capital.  The outlook is
stable.

The stable outlook reflects Moody's expectation that TriMas'
operational performance will continue to reflect credit metrics
consistent with the current ratings in the near term. For the
twelve month period ending March 31, 2006, Debt/EBITDA was
6 times, and EBIT/Interest was 1.2 times.  Free cash flow was
approximately $31 million.  The pro forma combined availability
under the new revolving credit and existing $125 million accounts
receivable securitization is expected to be approximately
$109 million at June 30, 2006.  The outlook also reflects Moody's
expectation that the company's asbestos liability remains
manageable.

Ratings affirmed:

   * Corporate Family Rating, B2

   * $438 million 9.875% senior subordinated notes,
     due 2012, Caa1

Ratings assigned:

   * $100 million senior secured revolving credit facility,
     due July 2011, B1

   * $50 million senior secured synthetic L/C facility,
     due July 2011, B1

   * $260 million term loan B, due July 2013, B1

Ratings raised:

   * Speculative Grade Liquidity raised to SGL-3 from SGL-4

Ratings to be withdrawn upon completion of new credit     
facilities:

   * $150 million senior secured revolving credit facility,
     due November 15, 2007, B2

   * $350 million term loan B, due November 15, 2009, B2

The last rating action was on February 22, 2006 when the ratings
were lowered.

TriMas Corporation, based in Bloomfield Hills, Michigan, is a
multi-industry US manufacturer.  The Company is principally
engaged in five business segments with diverse products and market
channels: Packaging Systems; Transportation Accessories; RV &
Trailer Products; Energy Products; and Industrial Specialties.


USA COMMERCIAL: Gets OK to Hire Schwartzer & McPherson as Counsel
-----------------------------------------------------------------
USA Commercial Mortgage Company and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the District of
Nevada to employ Schwartzer & McPherson Law Firm, P.C., as their
bankruptcy counsel.

As reported in the Troubled Company Reporter on May 8, 2006,
Schwartzer & McPherson is expected to:

   a. advise the Debtor generally concerning the rights, duties
      and obligations of a Debtor under the Bankruptcy Code and
      the orders of the Court; and

   b. render other services that may be necessary to aid the
      Debtor in restructuring, and if necessary, litigate non-
      bankruptcy matters.

The Firm's professionals bill:

      Professional            Designation      Hourly Rate
      ------------            -----------      -----------
      Lenard E. Schwartzer    Attorney            $425
      Jeanette E. McPherson   Attorney            $325
      Jason A. Imes           Attorney            $225
      Linda Daugherty         Paralegal           $140
      Angela Hosey            Legal Assistant     $100
      Lia Dorsey              Legal Assistant     $100

Lenard E. Schwartzer, Esq., a partner at Schwartzer & McPherson,
assured the Court that the Firm is "disinterested" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital (USACM) -- http://www.usacapitalcorp.com/-- provides   
more than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).  Lenard E. Schwartzer, Esq., at
Schwartzer & Mcpherson Law Firm, represents the Debtors.  When the
Debtors filed for protection from their creditors, they estimated
assets of more than $100 million and debts between $10 million and
$50 million.


USA COMMERCIAL: Panels Tap Shea & Carlyon as Special Counsel
------------------------------------------------------------
The Investor Committees appointed in USA Commercial Mortgage
Company and its debtor-affiliates' chapter 11 cases, ask the U.S.
Bankruptcy Court for the District of Nevada for permission to
employ Shea & Carlyon, Ltd., as their special Nevada counsel.

Alternatively, if the Court does not permit the joint
representation of the Investor Committees, the Committees have
agreed that Shea & Carlyon will represent only the First Trust
Deed Committee as special Nevada counsel to Stutman, Treister &
Glatt, PC.

Shea & Carlyon will:

   a) provide representation of the Investor Committees as "Nevada
      Counsel" for ST&G, including review of pleadings and papers,
      and appearances at such matters as 341 meetings and omnibus
      hearings;

   b) provide representation to the Investor Committees in Las
      Vegas if that both ST&G & shea & Carlyon determine that
      representation should be handled by shea & Carlyon;

   c) attend meetings of the Investor Committees, and assist with\
      tasks related;

   d) assist with filing and service of documents;

   e) communicate with members of the Investor Committees and
      their constituents, as well as other counsel in the USA
      cases;

   f) provide general case assistance, if that assistance is
      required;

   g) provide representation as to matters as to which ST&G may
      have conflicts or potential conflicts; and

   h) handle discrete tasks, if agreed between the Investor
      Committees, ST&G and shea & Carlyon.

The firm's professionals bill:

          Designation                      Hourly Rate
          -----------                      -----------
          Shareholders & of Counsel        $325 - $425
          Associates                           $190
          Legal Assistants &               $120 - $150
          Paraprofessionals

James Patrick Shea, Esq., a member of Shea & Carlyon, assures the
Court that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital (USACM) -- http://www.usacapitalcorp.com/-- provides   
more than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).  Lenard E. Schwartzer, Esq., at
Schwartzer & Mcpherson Law Firm, represents the Debtors.  Candace
C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea & Carlyon,
Ltd., represent the Debtors' Investor Committees.  When the
Debtors filed for protection from their creditors, they estimated
assets of more than $100 million and debts between $10 million and
$50 million.


VARIG S.A.: Ct. to Rule on Preliminary Injunction Extension Today
-----------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York will convene another hearing today,
June 28, 2006, to consider an extension of the Preliminary
Injunction.

Counsel for Eduardo Zerwes, Foreign Representative of VARIG S.A.
and its affiliates, will circulate to aircraft and engine lessors
that have filed objections to the continuation of the Preliminary
Injunction a proposed form of Preliminary Injunction Order as
extended by the Court's bench ruling at the June 21, 2006,
Hearing, with a view to considering any comments the lessors may
have.

Extension of the Preliminary Injunction is conditioned on the
airline's allowing certain lessors to provide security for their
grounded aircraft, Reuters reports.

Judge Drain will also consider the implementation of the
Contingency Plan for the Orderly Return of Aircraft at the
hearing.

                    LAWA Will Apply Cash Bond

Los Angeles World Airports, owner and operator of the Los Angeles
International Airport, informs Judge Drain that it will proceed to
apply its $344,000 cash performance bond to outstanding arrearages
pursuant to an operating agreement dated August 29, 2002, and a
lease agreement dated April 2, 2005, with VARIG.  Under the
agreements, VARIG owes LAWA amounts due for rent, passenger
facility charges, landing fees and other charges.

As of the Petition Date, VARIG owed LAWA $3,198,783 for estimated
rent, passenger facility charges, landing fees and other charges.
LAWA has filed a $345,245 claim with the Brazilian Court in
October 2005.

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


VARIG S.A.: Willis Wants Judgment on Nine Leased Engines
--------------------------------------------------------
Willis Lease Finance Corporation asks the U.S. Bankruptcy Court
for the Southern District of New York for judgment:

   1. declaring nine engines leased to VARIG, S.A., and its
      affiliate Rio-Sul Linhas Aereas, S.A., pursuant to
      lease agreements, as Willis' property;

   2. directing the Foreign Debtors to:

         a. return all of the Willis engines together with all
            parts and records;

         b. execute all documents necessary to acknowledge the
            termination of the leases; and

         c. secure any export permits, licenses or documents
            necessary to remove the engines from Brazil;

   3. for wrongful detention, conversion and use of the engines
      equal to the rent and use fees provided in the leases until
      the engines are returned properly together with all parts
      and records; and

   4. awarding Willis punitive damages against the Foreign
      Debtors in an amount to be determined by the Court.

Seven of the leased engines have expired by their terms, and two
are in default, William J. Rochelle, III, Esq., at Fulbright &
Jaworski L.L.P., informs the Court.  

The Foreign Debtors have refused to return any of the engines and
continues using them to generate income without even offering to
make payment or extend the leases, Willis complains.  

As of April 17, 2006, Willis estimates that the Foreign Debtors
owe it $2.1 million for the use of the engines under the expired
and defaulted leases.

By refusing to pay usage fees due under the leases, the Foreign
Debtors are consuming the engines each hour they operate them,
Mr. Rochelle contends.

                            TRO Request

Willis further asks the Court for temporary and preliminary
injunction.  Specifically, Willis asks Judge Drain for:

   1. a temporary injunction:

         -- directing the Foreign Debtors to immediately remove
            the engines from the aircraft to which they are
            attached and to deliver the engines immediately to an
            independent, third-party repair facility chosen by
            Willis not under the control of VARIG or any of its
            affiliates;

         -- enjoining all of the Foreign Debtors' officers,
            directors, employees and agents from asserting any    
            dominion or control over the engines when they have
            been delivered to the Third Party, and from removing
            any items or parts from the engines; and

   2. a preliminary injunction requiring the Foreign Debtors to:

         -- deliver the engines to Willis at a location of
            Willis' choosing in the United States in compliance
            with the pertinent provisions of the leases;

         -- execute all documents necessary to acknowledge the
            termination of the leases; and

         -- secure any export permits and licenses necessary to
            remove the engines from Brazil.

              Foreign Rep. Wants Complaint Dismissed

Rick B. Antonoff, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
in New York, asserts that a case pursuant to Section 304 of the
Bankruptcy Code is a limited one, designed to function in aid of
a proceeding pending in a foreign court.  In contrast, courts
have recognized that in applying the principles of Section 304,
"the foreign court presiding over the original proceeding is in
the better position to decide when and where claims should be
resolved in a manner calculated to conserve resources and
maximize assets," Mr. Antonoff points out, citing In re Bird, 222
B.R. at 233 (quoting In re Gercke, 122 B.R. 621 (Bankr. D.C.
1991)).

On behalf of VARIG, S.A., Foreign Representative Eduardo Zerwes,
Mr. Antonoff says the Preliminary Injunction existing in the
Foreign Debtors' cases does not prohibit Willis from commencing
action against the Foreign Debtors.  Mr. Antonoff notes that
Willis has commenced two actions, both seeking return of the
engines, in:

   1. the Civil Court in Rio de Janeiro, Brazil; and

   2. the Circuit Court of the 11th Judicial Circuit in and for
      Miami-Dade County, Florida.

According to Mr. Antonoff, the question is not whether Willis is
able to exercise its rights and remedies -- it is.  The question
is whether the complaint should be sustained in view of:

   -- the limited purposes of a Section 304 case; and

   -- the actions already brought by Willis pending in Brazil and
      Florida.

So as not to require the Foreign Debtors to expend resources
responding to the complaint, the Foreign Representative asks the
Judge Drain to dismiss the complaint.

The complaint should not have been brought in the Bankruptcy
Court, Mr. Antonoff maintains.

          Florida Court Directs VARIG to Return Engines

Willis Lease Finance Corporation informs the U.S. Bankruptcy
Court that the Circuit Court of the 11th Judicial Circuit in and
for Miami-Dade County, Florida, on June 12, 2006, ordered the
Foreign Debtors to:

   -- immediately remove all of Willis engines from their
      aircraft;

   -- cease further operation of the Willis engines; and

   -- promptly return the engines to Willis pursuant to the
      terms of the leases.

The Florida Court issued the order pursuant to a replevin action
that Willis initiated.

Willis relates that the Foreign Debtors initially agreed to the
entry of an order by the Florida Court dated May 17, 2006.  Under
the May 17 Florida Order, Willis is entitled to immediate
possession of the engines.  To stave of repossession, the Foreign
Debtors agreed to cure all defaults in installments by June 5,
2006.

The Foreign Debtors, however, missed a payment deadline on
June 9, which pursuant to the May 17 Florida Order compels them
to immediately remove and promptly return the engines to Willis.

The Foreign Debtors have until July 12, 2006, to return the
engines.

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


VIDEO WITHOUT BOUNDARIES: Equity Deficit Tops $3.3 Mil. at Mar. 31
------------------------------------------------------------------
Video Without Boundaries, Inc., reported $568,772 net loss from
operations on $110,431 of net revenues for the quarter ending
March 31, 2006, the Company disclosed in a Form 10-QSB filed with
the Securities and Exchange Commission.  

At March 31, 2006, the Company's balance sheet showed $323,235 in
total assets and $3,343,803 stockholders deficit.  

n August 11, 2004, the Company entered into a stock purchase
agreement with the sole shareholder of a privately held company
engaged in the business of selling and distributing electrical
products.  The principal terms of the agreement provide for the
Company to acquire all of the issued and outstanding shares of the
acquired entity for a purchase price of $1,500,000 plus the
issuance of 1,000,000 restricted common stock shares in the
acquiring entity.  Additional considerations included in the stock
purchase agreement require the Company to collateralize an
existing line of credit in the amount of $2,500,000 as well as
retain the services of the selling shareholder, pursuant to a
consulting agreement dated August 11, 2004, for a term consistent
with the fulfillment of the stock purchase agreement.  The
Company, at time of closing, gave its $350,000 initial deposit,
but has defaulted on the remaining balance due and is also in
default of the collateralization provision.  Management has
written off the deposit of $350,000 and is actively negotiating
with the seller a resolution to this matter.  Management
anticipates, but cannot assure that a settlement will be
forthcoming and that the Company loss will consist of their
forfeited deposit.

                      Going Concern Doubt

Baum & Company, PA, the Company's auditors, expressed substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial statements for the year
ending December 31, 2005.  The Auditor pointed to the Company's
recurring losses from operations and net capital deficiency.   

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?c2f

                About Video Without Boundaries

Video Without Boundaries, Inc. -- http://www.vwbinc.com/--  
provides products and services in the converging digital media on
demand, enhanced home entertainment and emerging interactive
consumer electronics markets.  The Company is focused on home
entertainment media products and solutions that enhance the
consumer experience, while providing new revenue opportunities for
online music and movie content providers.  The Company is becoming
a supplier of broadband products, services and content including
its ability to deliver broadcast quality digital video and web
interactivity at transfer rates as low as 56K.


WERNER LADDER: Wants to Hire Rothschild as Financial Advisors
-------------------------------------------------------------
Werner Holding Co. (DE), Inc., aka Werner Ladder Company, and its
debtor-affiliates ask permission from the U.S. Bankruptcy Court
for the District of Delaware to employ Rothschild, Inc., as their
financial advisors and investment bankers.

Rothschild will:

   (1) identify or initiate potential asset sale transaction for
       the Debtors, and analyze and review their assets and
       operating and financial strategies;

   (2) analyze and review the Debtors' business plans and
       financial projections, including testing assumptions and
       comparing the assumptions to the Debtors' historical trends
       and industry trends;

   (3) evaluate the Debtors' debt capacity in light of its
       projected cash flows and assist in determining an
       appropriate capital structure for them, and determine a
       range of values for them and any securities that the
       Debtors will offer in connection with a sales transaction;

   (4) assist the Debtors and their other professionals in
       reviewing the terms of any proposed sales transaction or
       other transaction and in evaluating alternative proposals
       for the transaction, whether in connection with a proposed
       plan of reorganization or otherwise;

   (5) advise the Debtors on the risks and benefits of considering
       a sales transaction with respect to their intermediate and
       long-term business prospects and strategic alternatives to
       maximize their enterprise value, whether in connection with
       a proposed plan of reorganization or otherwise;

   (6) analyze and review any proposals the Debtors will receive
       from third parties in connection with a sales transaction
       and assist the Debtors in negotiation with the parties-in-
       interest, including any current or prospective creditors,
       equity holders, or claimants and their representatives in
       connection with the transaction;

   (7) advise and attend meetings of the Debtors' Boards of
       Directors, creditor groups, official constituencies and
       other interested parties, and participate in hearings
       before the Court and provide relevant testimony with
       respect to issues arising in connection with any proposed
       plan of reorganization;

   (8) assist the Debtors in raising equity, debt and hybrid
       capital and in refinancing or amending any of their
       existing debt facilities;

   (9) establish guidelines regarding the scope and execution of
       Rothschild's services with respect to any offer subject to
       the exemption from registration provided by Section 3(a)(9)
       of the Securities Act of 1933;  and

  (10) render all other financial advisory and investment banking
       services that are required by the Debtors;

Neil A. Augustine, a managing director at Rothschild, discloses
that firm received an $896,090 prepetition retainer.

The Debtors propose to pay Rothschild:

   (1) a $150,000 monthly cash advisory fee;

   (2) a new indebtedness fee equal to 1% of the gross proceeds
       raised for financing but excluding any financing provided
       by The CIT Group or JP Morgan Chase Bank, provided
       however, that the fee will not exceed $2,000,000;

   (3) a $1,250,000 first and second lien facility fee payable
       upon the earlier of the refinancing of all commitments
       under the Credit Agreement between the Debtors and JP
       Morgan and Citigroup Global Markets dated June 11, 2003, or
       the refinancing of all commitments under the Credit
       Agreement between the Debtors and Credit Suisse First
       Boston and Morgan Stanley Senior Funding, Inc., dated
       May 10, 2005;

   (4) a $1,750,000 senior subordinated notes exchange fee payable
       at the closing of any exchange or refinancing transaction
       with respect to the Debtors' 10% senior subordinated notes
       due November 2007;

   (5) a $3,000,000 restructuring fee payable upon confirmation
       and effectiveness of a plan of reorganization; and

   (6) a fee equal to the greater of $3,000,000 in the event that
       the Debtors consummate an M&A transaction.

Mr. Augustine assures the Court that Rothschild is a disinterested
person pursuant to Section 101(14) of the Bankruptcy, as modified
by Section 1107(b).  The firm represents no interest adverse to
the Debtors and their estates, Mr. Augustine says.

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.  Loughlin Meghji & Company serves as
the Debtors' restructuring consultants.  At March 31, 2006, the
Debtors reported total assets of $201,042,000 and total debts of
$473,447,000.  (Werner Ladder Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


WERNER LADDER: Court Approves Kurtzman Carson as Claims Agent
-------------------------------------------------------------
Werner Holding Co. (DE), Inc., aka Werner Ladder Company, and its
debtor-affiliates obtained authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Kurtzman Carson
Consultants LLC as their claims, noticing and balloting agent.

Kurtzman Carson is expected to:

  (1) prepare and serve the required notices in the Debtors'
      chapter 11 cases, including notice of the initial meeting
      of creditors, notice of the claims bar date, notices of
      objection to claims, notices of hearings on a disclosure
      statement and confirmation of a plan of reorganization and
      other miscellaneous notices;

  (2) prepare for filing with the Bankruptcy Clerk's Office a
      certificate or affidavit of service that includes an
      alphabetical list of persons to whom the notice was served
      along with their addresses and the date and manner of
      service;

  (3) receive, examine and maintain copies of all proofs of claim
      and proofs of interest filed in the Debtors' chapter 11
      cases;

  (4) maintain an official claims register by docketing all
      proofs of claim and interest in a claims database that
      includes:

      (a) the name and addresses of the claimant or interest
          holder and their agent if the proof of claim or
          interest was filed by an agent,

      (b) the date the proof of claim or interest was received by
          Kurtzman Carson and the Court,

      (c) the claim number assigned to the proof of claim or
          interest and the asserted amount and classification of
          the claim, and

      (d) the applicable Debtor against which the claim or
          interest is asserted;

  (5) implement necessary security measures to ensure the
      completeness and integrity of the claims registers and
      transmit to the Clerk's Office a copy of the claims
      registers on weekly basis unless the Clerk's Office
      requests a less frequent basis;

  (6) maintain an up-to-date mailing list for all entities that
      have filed proofs of claim or interest and make the list
      available upon the request of the Clerk's Office or any
      party-in-interest;

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

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

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

(10) provide temporary employees to process claims as necessary
      and comply with other conditions and requirements as the
      Clerk's Office and the Court may prescribe;

(11) print ballots, including the printing of creditor and
      shareholder specific ballots;

(12) prepare voting reports by plan class, creditor or
      shareholder and amount for review and approval by the  
      Debtors and their counsel, Willkie Farr & Gallagher LLP;

(13) coordinate the mailing of ballots, disclosure statement and
      plan of reorganization to all voting and non-voting parties
      and provide an affidavit of service;

(14) establish a toll-free 800 number to receive and address the
      questions regarding the voting on a proposed plan of
      reorganization; and

(15) receive ballots at a post-office box, inspect ballots for
      conformity to voting procedures, date stamp and number the
      ballots consecutively and tabulate and certify the results.

According to Jonathan A. Carson, the president of Kurtzman
Carson, the firm received a $75,000 retainer.  Mr. Carson
explains that the Debtors will pay Kurtzman Carson in the
ordinary course of business after the firm's submission of an
invoice describing the fees and expenses for services rendered.

Mr. Carson assures the Court that Kurtzman Carson is a
disinterested person as the term is defined in Section 101(14),
as modified by Section 1107(b) of the Bankruptcy Code.  The firm
represents no interest adverse to the Debtors and their estates,
Mr. Carson says.

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: Has Until Aug. 11 to File Schedules and Statements
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended,
until Aug. 11, 2006, the time within which Werner Holding Werner
Holding Co. (DE), Inc., aka Werner Ladder Company, and its debtor-
affiliates can file their Schedules and Statements of Financial
Affairs.

Pursuant to Rule 1007(c) of the Federal Rules of Bankruptcy
Procedure, if a list of a debtor's creditors and their addresses
accompanies the voluntary petition, a debtor has until 15 days
after the petition date to file its schedules of assets and
liabilities and statement of financial affairs.  Since the
Debtors' voluntary petition was accompanied by a consolidated
creditors list, their schedules deadline is automatically set to
June 27, 2006, pursuant to Bankruptcy Rule 1007.

Additionally, pursuant to Local Rule 1007-1(b) of the Local Rules
of Bankruptcy Practice and Procedure of the United States
Bankruptcy Court for the District of Delaware, the deadline for
filing the schedules and statement of financial affairs is
automatically extended to 30 days after the petition date if the
voluntary petition is accompanied by a creditors list that
exceeds 200 creditors.  The Debtors' consolidated creditors list
has more than 11,000 creditors.

Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP
in Wilmington, Delaware, relates that due to the substantial
burdens imposed on the Debtors' management by the commencement of
their chapter 11 cases, the limited number of employees available
to collect the information, and having more than 6,000 creditors
with claims exceeding $473,000,000, the Debtors need more time to
file their Schedules and Statements.

Mr. Brady tells the Court that the extension will enhance the
accuracy of the Debtors' Schedules and Statements, and will avoid
the necessity of substantial amendments if errors are made.

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)


WHITE RIVER: Court Okays Greenebaum Doll as Bankruptcy Counsel
--------------------------------------------------------------
White River Coal, Inc., and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the Southern District
of Indiana to employ Greenebaum Doll & McDonald PLLC, as their
bankruptcy counsel, nunc pro tunc to May 22, 2006.

Greenebaum Doll is expected to:

    a. serve as attorneys of record in all aspects of the Debtors'
       chapter 11 cases, except for any matters for which a
       special counsel for conflicts is employed, and in any
       adversary proceedings commenced in connection with the
       Debtors' cases, except for matters where a special counsel
       for conflicts is employed, and provide representation and
       legal advice to the Debtors throughout their cases;

    b. consult with the U.S. Trustee, any statutory committee and
       its counsel, any unofficial committee and its counsel, and
       all other creditors and parties in interest concerning the
       administration of the Debtors' cases;

    c. take all necessary steps to protect and preserve the
       Debtors' estates;

    d. assist in the disclosure and confirmation processes
       contemplated in the Debtors' chapter 11 cases;

    e. assist with and provide counsel regarding coal, energy,
       mining and environmental matters; and

    f. provide all other legal services required by the Debtors
       and assist them in discharging their duties as debtors-in-
       possession in connection with their chapter 11 cases.

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

         Professional                   Hourly Rate
         ------------                   -----------
         Members                        $225 - $425
         Associates                     $140 - $250
         Paraprofessionals              $80 - $170

C.R. Bowles, Esq., a member of Greenebaum Doll, assures the Court
that his firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Mr. Bowles can be reached at:

         C.R. Bowles, Esq.
         Greenebaum Doll & McDonald PLLC
         3500 National City Tower
         101 South Fifth Street
         Louisville, Kentucky 40202-3103
         Tel: (502) 589-4200
         Fax: (502) 587-3695
         http://www.greenebaum.com/

Based in Hazleton, Indiana, White River Coal, Inc., operates a
mining company.  The Company and its affiliates filed for chapter
11 protection on May 22, 2006 (Bankr. S.D. Ind. Case Nos. 06-70375
through 06-70379).  C.R. Bowles, Jr., Esq., at Greenbaum Doll &
McDonald PLLC, represents the Debtors in their restructuring
efforts.  When the Debtor filed for protection from their
creditors, they listed assets totaling $2 million and debts
totaling $35 million.


WILLBROS GROUP: Post $4.6 Million Net Loss in 2006 First Quarter
----------------------------------------------------------------
Willbros Group, Inc. (NYSE: WG) has filed its results for third
quarter 2005 on Form 10-Q, for the year ended Dec. 31, 2005, on
Form 10-K and for the first quarter 2006 on Form 10-Q.

Willbros also reported that its backlog, adjusted for the sale of
the Opal TXP-4 Plant, stood at $820 million at the end of March
2006, as compared to $816 million at Dec. 31, 2005.

"We are moving beyond many of the challenges we have dealt with
over the past eighteen months," stated Michael F. Curran, Chairman
and CEO.

"After a lot of hard work, we believe we have become a more
efficient company, and we are in the process of working through
the majority of the remaining legacy work in Nigeria. We continue
to see increasing opportunities to expand both our backlog and our
revenue at improved contract margins."

                        First Quarter 2006

For the quarter ended March 31, 2006, the Company posted operating
income of $500,000 on revenue of $248.5 million.  Contract costs
were $227.1 million, resulting in a gross margin of 8.6%.  General
and Administrative costs were $15.7 million (or 6.3% of revenue).

The tax provision was $6.0 million primarily due to taxes payable
on a deemed profit basis in Nigeria.  Net loss was $4.6 million
compared to a net loss of $9.9 million in the first quarter of
2005.

International revenue of $149.9 million increased by $62.9 million
over the same period in 2005, primarily due to increased work in
Nigeria.  In the United States & Canada, revenue of $98.6 million
was up $54.0 million as compared to results for the same period in
2005, primarily as a result of increased engineering activities in
Tulsa, increased construction activity at Willbros RPI and
increased work in the oil sands region of Canada.

The increase in contract income of $4.6 million to $21.4 million
in the first quarter of 2006 compared to the same quarter last
year was almost evenly split between our International and United
States & Canada business segments.

However, contract margin was down 4.1 percentage points primarily
due to the recent events in Nigeria that resulted in project
delays and additional costs on virtually all projects in Nigeria.

General and Administrative costs were $15.7 million for the
first quarter of 2006.  This was a decrease of $1.4 million or 8%
compared to the same quarter of 2005.  This reduction in G&A costs
included increased insurance and additional staffing costs
totaling approximately $1.5 million.

Depreciation and amortization costs for the period ending
March 31, 2006, were approximately $5.2 million, compared to
$5.3 million for the same period in 2005.

The Company recognized a gain of $2.4 million on the sale of
equipment, primarily the TXP-4 Plant in Opal, Wyoming, partially
offset by net interest and other expense of approximately
$1.6 million, resulting in other income of $800,000.

                          Full Year 2005

For the year ended Dec. 31, 2005, Willbros reported an operating
loss of $16.1 million on $706.5 million in revenue.  Contract
costs were $624.6 million, resulting in a gross margin of 11.6%.
G&A costs were $75.4 million (or 10.7% of revenue).  

The tax provision was $18.3 million primarily due to taxes payable
on a deemed profit basis in Nigeria.  Net loss was $38.8 million
compared to a net loss of $(20.8) million in 2004.

The increase in revenue is attributable to:

   -- increased construction activity in Nigeria on four large
      EPC contracts with major oil companies partially offset by
      work completed in 2004 in Iraq, Venezuela, Oman, Bolivia and
      Ecuador;

   -- commencement of work on new engineering and pipeline
      construction projects in the United States; and

   -- continuation of work relating to maintenance and fabrication
      contracts in the Canadian oil sands.

Contract income increased $16.3 million to $82.0 million in 2005
compared to the previous year due to the increase in revenue.
However, contract margin decreased 2.0 percentage points to 11.6%.  
The decrease in contract margin was primarily due to low margin
projects in Nigeria, start-up costs and cost overruns in Canada
and interruptions of work in progress in the United States by
Hurricanes Katrina and Rita.

Contract income and contract margin percentage in both segments
were negatively impacted in 2005 by unresolved change orders which
are expected to be resolved in future periods.

G&A expense increased $28.8 million to $75.4 million in 2005
compared to $46.6 million in 2004.  The increase in G&A expense in
2005 was primarily related to the costs associated with the
investigations, restatement of prior periods financial results and
shareholders' lawsuits.

Depreciation and amortization costs for the year ended Dec. 31,
2005 were $21.6 million, compared to $16.7 million for the same
period in 2005.

Other expense decreased $5.1 million to $4.3 million for the year
ended Dec. 31, 2005.  Net interest expense increased $1.3 million
to $3.9 million in 2005 compared to the prior year.  Other
expenses decreased $6.4 million to $0.4 million primarily as a
result of a reduction in bad debt expense in 2005.

Detailed explanations of the results for the reported periods and
factors which impacted them are provided in the Company's filings,
which were filed today.

Willbros Group, Inc. -- http://www.willbros.com/-- is an  
independent contractor serving the oil, gas and power industries,
providing engineering and construction, and facilities development
and operations services to industry and government entities
worldwide.

                     Long-term Debt Waivers

During the period from Nov. 23, 2005, to June 14, 2006, the
Company entered into four additional amendments and waivers to the
2004 Credit Facility with its syndicated bank group to waive non-
compliance with certain financial and non-financial covenants.
Among other things, the amendments provided that: (1) certain
financial covenants and reporting obligations were waived and/or
modified to reflect the Company's current and anticipated future
operating performance; (2) the ultimate reduction of the facility
to $70,000 for issuance of letter of credit obligations only; and
(3) a requirement for the Company to maintain a minimum cash
balance of $15,000.


WINN-DIXIE: Court Okays Sale of Store 217 to Wal-Mart for $625,000
------------------------------------------------------------------
Judge Funk approves the Asset Purchase Agreement between
Winn-Dixie Stores, Inc., and its debtor-affiliates and Wal-Mart
Stores, Inc., for the sale of Store No. 217 for $625,000 free and
clear of liens, claims, interests and encumbrances.

TA/Western LLC, as landlord, has withdrawn its objection to the
transaction.

The Court overrules all other objections with respect to the
Purchase Agreement, the Lease, and the assets sold to Wal-Mart.

Any agreements pertaining to the transaction may be modified or
amended by the parties without further Court order, provided
that:

    (i) if necessary, the Debtors first obtain prior written
        consent of the DIP Lender and the Creditors' Committee;
        and

   (ii) any modifications or amendment does not have a material
        adverse effect on the Debtors' estates.

The Debtors are authorized to assume and assign the unexpired
lease identified in the Purchase Agreement in connection with the
sale.

Notwithstanding any provision in any lease, contract, reciprocal
easement agreement or applicable law, Wal-Mart is authorized to
allow the Leased Premises to remain dark for up to 18 months.

The fact that the Leased Premises remain dark for up to 18 months
after closing of the sale will not result in the termination or
forfeiture of any restrictions encumbering other parcels which
benefit the Leased Premises.

Wal-Mart is also allowed to make alterations and remodeling to
Store No. 217 as needed to conduct its typical retail operations.

Except for the payment of the Undisputed Cure Amount to the
landlord and the escrow of the Disputed Cure Amount, the net
proceeds of the sale will be paid to the DIP Lender in accordance
with the terms of the Final Financing Order and the Loan
Documents.

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: Vogel Files $431,647 Claim for Rejection Damages
------------------------------------------------------------
Vogel and Vogel, owner and landlord of Store No. 1571 located in
Ville Platte, Louisiana, has filed a $431,647 claim for rejection
damages, of which about $417,299 is listed as unsecured and
$14,348 as priority claim.

The unsecured portion of the claim equals 15% of $2,781,992,
which is the total balance of base rent due under the lease from
June 2006 through the termination date of October 2013.  The
priority portion of Vogel's claim is the unpaid real estate taxes
for 2005 and 2006.

Karen K. Specie, Esq., at Scruggs & Carmichael, P.A., in
Gainesville, Florida, points out that Winn-Dixie Stores, Inc., and
its debtor-affiliates are obligated under the terms of the Lease
to return possession of the premises in as good a condition as
originally received.

Vogel has determined significant damage to the parking lot behind
the store.  It is currently unknown what repair or reconditioning
expenses will have to be incurred, and therefore also included in
Vogel's claim for damages, Ms. Specie relates.

Ms. Specie asserts that Vogel is also entitled to other rent-
related charges through and including the effective rejection
date, plus reasonable attorneys' fees and costs incurred during
the filing and pursuing of its proof of claim and in collecting
rent and other charges that may be due under the terms of the
lease.

Vogel reserves the right to amend its proof of claim to assert
any additional amounts.

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).


WORLDCOM INC: Court Disallows Larice Davis' $5 Million Claim
------------------------------------------------------------
At WorldCom, Inc., and its debtor-affiliates' request, the U.S.
Bankruptcy Court for the District of New York expunged Larice
Davis' claim against the Debtors.

In January 2003, Ms. Davis filed Claim No. 31699 for $5,000,000
asserting discrimination charges against the Debtors.

Ms. Davis worked for SkyTel Communications, Inc., as a One-Way
Customer Service Representative in Jackson, Mississippi.  Ms.
Davis later applied for several positions in the Corporate
Communications but was not accepted.

Ms. Davis contended that she did not receive one of the Corporate
Communications positions because she is African-American, and
maintained that Caucasian females and males filled most of the
Corporate Communications positions.

The Debtors argued that Ms. Davis failed to timely file a charge
of discrimination with the Equal Employment Opportunity Commission
prior to commencing a lawsuit against the Company.
Ms. Davis also failed to establish a prima facie case of
discrimination in promotion, the Debtors added.  

                         About WorldCom

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global   
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.  
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
Oct. 31, 2003, and on Apr. 20, 2004, the company formally emerged
from U.S. Chapter 11 protection as MCI, Inc. (WorldCom Bankruptcy
News, Issue No. 120; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


WORLDCOM INC: Court Approves Stipulation Continuing Tulsa Action
----------------------------------------------------------------
On October 9, 2001, Travelers Insurance Company and its insured,
Meridian Tulsa L.L.C., commenced a lawsuit against WorldCom, Inc.,
and its debtor-affiliates in the United States District Court of
Tulsa County, Oklahoma.  The Tulsa Action asserts claims against
the Debtors, relating to alleged water damage to a three story
building in Tulsa, owned by Meridian.

The Plaintiffs allege that the water damage was caused in
November 1999, as a result of water having entered the building
during heavy rainstorms through an underground conduit that the
Debtors had installed in order to provide a fiber optic cable
connection to the Property.

Pursuant to a policy of insurance with Meridian, Travelers paid
Meridian $197,523 for the damages.  Travelers sought to recover
that amount from the Debtors.

The Debtors subsequently removed the Tulsa Action to the United
States District Court for the Northern District of Oklahoma.  The
Debtors disputed and contested all of the Plaintiffs' claims.

On June 12, 2002, the Debtors filed a Third Party Complaint in
the Federal Court Action against Gables Excavating Inc., the
company that the Debtors had hired to assist in the installation
of the fiber optic cable connection to the building.

On December 9, 2002, Travelers timely filed Claim No. 4553 for
$197,523.

Zurich American Insurance Company has agreed to defend and
indemnify the Debtors with respect to the claims asserted against
the Debtors in the Federal Court Action and Travelers' Claim.  
Hanover Insurance Company, the insurance carrier for Gables, also
agreed to defend and indemnify both Gables and the Debtors with
respect to the same claims.

Accordingly, in a stipulation approved by the U.S. Bankruptcy
Court for the District of New York, the parties agree that:

   (a) the automatic stay will be modified to permit the
       continuation of the proceeding in the Federal Court Action
       provided that Travelers will take no action for the
       enforcement of any judgment entered against the Debtors,
       other than amending their Proof of Claim and pursuing
       recovery on insurance coverage; and

   (b) if a final judgment is entered in favor of Travelers and
       against the Debtors in the Federal Court Action, the
       amount of the judgment will constitute an allowed
       unsecured claim under the Debtors' Plan of Reorganization,
       and will be paid pursuant to the terms of the Plan, if and
       to the extent the amount of the judgment is not covered by
       the Insurance Policies.

                         About WorldCom

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global   
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.  
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
Oct. 31, 2003, and on Apr. 20, 2004, the company formally emerged
from U.S. Chapter 11 protection as MCI, Inc. (WorldCom Bankruptcy
News, Issue No. 120; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


WORLDCOM INC: Judith Whittaker Files Pre-Hearing Memorandum
-----------------------------------------------------------
Judith Whittaker denies WorldCom, Inc., and its debtor-affiliates'
allegations that she is concerned about the possibility of a
forced distribution of her MCI Communications Corp. Board of
Directors Deferred Compensation Plan account.

On the contrary, Ms. Whittaker's expressed concern is whether she
could "cash out."  To this end, Ms. Whittaker asked for
instructions on how to remove her funds from the Deferred
Compensation Plan.

In response, Deborah Hutchins, the Rule 30(b)(6) representative
of Putnam Fiduciary Trust Company, consulted with David Blackman,
the WorldCom senior manager responsible for the day-to-day
administration of the Deferred Compensation Plan at that time.  
Mr. Blackman's, and ultimately the Debtors', response was
conveyed verbatim by Ms. Hutchins to Ms. Whittaker through e-
mail:

   "As far as removing funds from the [Plan] account ... there is
    no longer a formal plan in place, this [account] is viewed as
    simply an account with Putnam.  What this means is that the
    funds in the current account are available to you whenever
    you choose to take them."

The e-mail further instructed that for Ms. Whittaker to close her
account and receive a check, she only has to send a signed and
notarized letter of instruction to the Debtors, according to
Daniel S. Lubell, Esq., at Hughes, Hubbard & Reed, LLP, in New
York.

Ms. Whittaker, having no alternative investment account in mind
in which to transfer the funds at the time she made her "cash
out" request, discussed with Ms. Hutchins about keeping her funds
in a "regular" Putnam Money Market Account, Mr. Lubell notes.  
Consequently, Ms. Whittaker maintains her account in the Putnam
Money Market Fund in reliance on the specific statements by
Putnam and the Debtors.

Accordingly, Ms. Whittaker asks the U.S. Bankruptcy Court for the
District of New York to:

   (a) find that the funds in the Putnam Money Market Fund are
       her property; or

   (b) compel the Debtors to continue paying her Deferred
       Compensation Plan benefits.

Mr. Lubell contends that the fact that Ms. Whittaker's Deferred
Compensation Plan is principally self-funded through deferred
compensation should not make it any less of a "retiree benefit."

Furthermore, Mr. Lubell argues that the transfer of the Deferred
Compensation Account is not a voidable fraudulent transfer under
Section 548 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on June 12, 2006,
Ms. Whittaker, the Debtors' former director, filed Claim No. 3785
for $345,183, in wages, salary and compensation.  

Ms. Whittaker participated in the MCI Communications Corporation
Board of Directors Deferred Compensation Plan.  

Following a Court-approved stipulation satisfying Ms. Whittaker's
claim, the parties disputed whether Ms. Whittaker's deferred
compensation account should be treated as a funded account or
whether it should be treated as an unsecured promise to pay by the
Debtors.

The Debtors argued that Ms. Whittaker is a general unsecured
creditor.

                         About WorldCom

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global   
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.  
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
Oct. 31, 2003, and on Apr. 20, 2004, the company formally emerged
from U.S. Chapter 11 protection as MCI, Inc. (WorldCom Bankruptcy
News, Issue No. 120; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


XFORMITY TECH: Restating 2005 Annual Report Due to Errors
---------------------------------------------------------
XFormity Technologies, Inc., informs its investors that they
should no longer rely on previously issued financial statements
filed on Form 10-KSB for the fiscal year ended June 30, 2005 and
Form 10-QSB for the nine-month period ended March 31, 2006,
because of accounting errors.  

The Company intends to amend its Form 10-KSB and Form 10-QSB to
correct errors identified by the Company after conferring with
Staff Accountants with the Securities and Exchange Commission and
its independent accountant.

                        2005 Annual Report

The Company intends to amend the financial statements contained in
its Annual Report on Form 10-KSB for the fiscal year ended

June 30, 2005 to reflect an additional $100,000 liability arising
from a customer retention expense.  The restatement will result in
a charge against income and corresponding increase in operating
loss, net loss and loss per share in the Statements of Income for
the fiscal year ended June 30, 2004.

The Balance Sheet as of June 30, 2004 will be amended to reflect
an increase in liabilities and a corresponding increase in
accumulated deficit of approximately $100,000.  In addition, the
Balance Sheet as of June 30, 2005 will also reflect the
carryforward of the increase in accumulated deficit of
approximately $100,000 and a corresponding increase in additional
paid-in capital of approximately $100,000.  The restatement will
not include any changes to the Statements of Income for the fiscal
year ended June 30, 2005.

                     Quarterly Report Restatement

The Company intends to amend the unaudited financial statements
contained in its Quarterly Report on Form 10-QSB as of and for the
nine-month period ended March 31, 2006 to reflect an embedded
derivative in a convertible debenture.  The amendment will result
in a charge against earnings of approximately $350,000 when the
debentures were issued in January 2006.  That amount will
fluctuate over time based upon changes in our stock price.  As the
market price of the Company's common stock declined as of March
31, 2006, the amount of the non-cash charge against earnings will
decrease.  The charge against earnings will increase the net loss
for the period as shown on the Statements of Income and will
increase the accumulated deficit and reduce stockholders' equity
as shown on the Balance Sheet.

Based in Dallas, Texas, XFormity Technologies, Inc., designs and
implements business intelligence software for large and mid-size
companies, with a focus in the quick service restaurant industry.

At March 31, 2006, the Company's balance sheet showed $218,295 in
total assets and $3,218,775 in total liabilities, resulting in a
$3,000,480 stockholders' deficit.


* LeBoeuf Lamb Adds Ten New Attorneys in Chicago and New York
-------------------------------------------------------------
LeBoeuf, Lamb, Greeene & MacRae LLP has added 10 attorneys from
the bankruptcy and restructuring practices of McDermott Will &
Emery and King & Spalding.  The new attorneys, including three
partners, are based in the firm's Chicago and New York offices.

The Chicago office has added seven attorneys to the firm's core
group of bankruptcy and restructuring experts.  Lewis S.
Rosenbloom, who becomes head of the worldwide bankruptcy and
restructuring department for LeBoeuf Lamb, is recognized as one of
the nation's leading corporate restructuring advisors and formerly
led McDermott's corporate finance, mergers and acquisitions,
restructuring, governance and corporate advisory practices serving
the distressed business and investment markets.  During his
career, Mr. Rosenbloom has managed the representation of virtually
every possible stakeholder or participant in major bankruptcy,
corporate restructuring, finance, merger and acquisition, and
multi-district class litigation matters.

Mr. Rosenbloom's clients have included CNA, Fireman's Fund, State
Farm, The Travelers, AM International, Gillett Holdings, Mercury
Finance, the Funding Systems companies, North American Car
Corporation, Unsecured Creditors Committee in the Federated
Department Stores cases, the Senior Bondholders Committee in the
Continental Airlines Chapter 11 cases, and the board of directors
of Armstrong Holdings, as well as having served as a board member
and general counsel of several companies, including affiliates of
CIBC Oppenheimer, Idealab Capitol Partners, and SBC
Communications.

Six McDermott attorneys have joined Mr. Rosenbloom in LeBoeuf
Lamb's Chicago office: partner David Cleary, Mohsin N. Khambati,
Dean C. Gramlich, Shannon L. Walsh, Thomas Augspurger and June
Kim.

In New York, Lawrence A. Larose joins the firm as head of the
corporate restructuring practice.  A former partner at King &
Spalding and co-head of that firm's financial restructuring
practice, Mr. Larose has extensive experience in restructuring
investment banks, commercial banks and insurance companies.  His
principal area of practice is the restructuring of financially
troubled entities, both in-court and out-of-court, including
mergers and acquisitions, and financial transactions.  He
represents major financial institutions in the acquisition or
disposition of businesses and entities and in the issuance, sale
and underwriting of securities.

Mr. Larose was the lead corporate attorney in the representation
of Confederation Life Insurance Company and Mutual Benefit Life
Insurance Company, the two largest insurance company
restructurings in history.  He was also chief restructuring
counsel to Foster Wheeler Ltd., one of the largest out-of-court
restructurings ever consummated.  Mr. Larose appears frequently in
media commentary on business topics such as CNN and Bloomberg
Television.

Two King & Spalding attorneys, Samuel S. Kohn and Sarah Landon
Trum, will join Mr. Larose in the New York office.

LeBoeuf Lamb Chairman Steven H. Davis said of the new group: "Lew,
Larry, and their colleagues greatly enhance the firm's ability to
represent major businesses and their investors during difficult
restructurings.  Our new team members have an impressively wide
range of experience and we are very pleased to have them on
board."

                       About LeBoeuf Lamb

LeBoeuf, Lamb, Greene & MacRae LLP -- http://www.llgm.com/-- is a  
full-service, global law firm with more than 650 lawyers
practicing in 19 offices worldwide.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
June 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Lenders Panel - Arizona Chapter
         National Bank of Arizona Conference Center, Phoenix, AZ
            Contact: http://www.turnaround.org/

June 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
       Actual Case Study - Torn from the Headlines:
       The Restructuring Process at its Best
       McCormick and Schmicks NV
            Contact: www.turnaround.org

June 29 - July 2, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 770-535-7722 or                
               http://www2.nortoninstitutes.org/

July 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      The New Bankruptcy Code Nine Months Later
         Rivers Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

July 12, 2006  
   BEARD AUDIO CONFERENCES
      Clash of the Titans -- Bankruptcy vs. IP Rights
         Audio Conference
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

July 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

July 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

July 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Event
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Red Bank, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 18-19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed & Turnaround Investing Congress
         Swiss"tel The Drake, New York, New York
            Contact: http://www.turnaround.org/

July 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 26, 2006
   BEARD AUDIO CONFERENCES
      Distressed Market Opportunities
         Audio Conference
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Should legislative protection or indemnities
      be provided to Chief Restructuring Officers
      to encourage turnarounds?
         Bondi Room, Sydney, NSW
            Contact: http://www.turnaround.org

July 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Golf & Tennis Outing
         Raritan Valley Country Club, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Summer Social BBQ
         Colonial Springs Country Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

August 3, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 3-5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

August 3, 2006
   BEARD AUDIO CONFERENCES
      Homestead Exemptions under BAPCPA
         Audio Conference
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

August 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      DIP Panel Discussion
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

August 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Family Night Baseball with the NJ Jackals
         (Yogi Berra Autograph Night)
            Jackals Stadium, Montclair, New Jersey
               Contact: 908-575-7333 or http://www.turnaround.org/

August 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

August 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      4th Annual Alberta Golf Tournament
         Kananaskis Country Golf Course, Kananaskis, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

September 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Business Mixer
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

September 7-8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Saratoga Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, New York
            Contact: http://www.turnaround.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 8-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         London, England
            Contact: www.turnaround.org

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Secaucus, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI Turnaround Formal Event
         Long Island, New York
            Contact: http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or www.turnaround.org

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Formal Event - Major Speaker to be Announced
         Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

September 17-24, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Optional Alaska Cruise
         Seattle, Washington
            Contact: 800-929-3598 or http://www.nabt.com/

September 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 21, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Restructuring Workshop With US
      Bankruptcy Judges Hale, Nelms and Lynn
         Belo Mansion - The Pavilion, Dallas, TX
            Contact: www.turnaround.org

September 24, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Restructuring the Troubled High Tech Company
         Arizona
            Contact: http://www.turnaround.org/

September 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Education Program with NYIC Joint Reception
         CFA/RMA/IWIRC
            Woodbridge Hilton, Iselin, NJ
               Contact: http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Cross Border Business Restructuring and
         Turnaround Conference
            Banff, Alberta
               Contact: http://www.turnaround.org/

October 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

October 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Updates on the New Bankruptcy Law
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

October 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Billards Networking Night - Young Professionals
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

October 31 - November 1, 2006
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Annual Conference
         San Francisco, California
            Contact: http://www.iwirc.com/

November 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Halloween Isn't Over! - Ghosts of turnarounds past who
         remind you about what you should have done differently
            Portland, Oregon
               Contact: http://www.turnaround.org/

November 1-4, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         San Francisco, California
            Contact: http://www.ncbj.org/

November 2-3, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Physician Agreements & Ventures
      Successful Strategies for Medical Transactions and
      Investments
         The Millennium Knickerbocker Hotel - Chicago
            Contact: 903-595-3800; 1-800-726-2524;
            http://www.renaissanceamerican.com/

November 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/   

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Australia National Conference
         Sydney, Australia
            Contact: http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Program
         St. Louis, Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Reception with NYIC/NYTMA
         TBA, New York
            Contact: 908-575-7333 or http://www.turnaround.org/

November 15, 2006
   LI TMA Formal Event
      TMA Australia National Conference
         Long Island, New York
            Contact: http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Program
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

November 23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Party
         Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

November 27-28, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Thirteenth Annual Conference on Distressed Investing
      Maximizing Profits in the Distressed Debt Market
         The Essex House Hotel - New York
            Contact: 903-595-3800; 1-800-726-2524;
            http://www.renaissanceamerican.com/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Industry Trends
         Jasna Polana, Princeton, NJ
            Contact: www.turnaround.org

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Dinner
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

December 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         The Newark Club, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Holiday Party
         TBA, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         GE Commercial Finance, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 15-18, 2007
   NATIONAL ASSOCIATION OF BANKRUTPCY TRUSTEES
      NABT Spring Seminar
         Ritz-Carlton Buckhead, Atlanta, GA
            Contact: www.NABT.com

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;           
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
          http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Reverse Mergers - the New IPO?
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation
      under the New Code
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price        
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;  
         http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      The Emerging Role of Corporate Compliance Panels
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy  
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing  
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero Jainga, Joel Anthony G.
Lopez, Robert Max Quiblat, Emi Rose S.R. Parcon, Rizande B. Delos
Santos, Cherry A. Soriano-Baaclo, Christian Q. Salta, Jason A.
Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin and Peter A.
Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.


                    *** End of Transmission ***