TCR_Public/060703.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, July 3, 2006, Vol. 10, No. 156

                             Headlines

AB LIQUIDATING: Has Until December 30 to Object to Claims
ADELPHIA COMMS: Court OKs ACOM-M.L. Media Mediator's Final Report
ADELPHIA COMMS: Monitor Files Report on Modified Plan Term Sheet
ALBERTO MARTINEZ: Case Summary & 10 Largest Unsecured Creditors
ALLIED HOLDINGS: Gets Interim Order to Amend DIP Credit Agreement

APX HOLDINGS: Court Fixes August 21 as General Claims Bar Date
APX HOLDINGS: Hires CB Richard as Real Property Lease Consultants
ARMSTRONG WORLD: Files Post-Trial Brief on Plan Confirmation
ATARI INC: Deloitte & Touche Raises Going Concern Doubt
BERRY PLASTICS: Earns $8.2 Million in Quarter Ended April 1

BERRY PLASTICS: Apollo & Graham Extends $2.25 Bil. Purchase Offer
BERRY PLASTICS: Apollo Merger Cues Moody's to Review Ratings
BIJOU-MARKET: Mohamed Poonja Assigned as Claimants' Representative
BLUE BEAR: Wants to Employ Roller to Auction Some Equipment
BWAY CORP: S&P Rates Proposed $295 Million Bank Facilities at B+

CAL QUAKE: Moody Puts Ba3 Rating on $47.5 Million Variable Notes
CANARY CREEK: Case Summary & 12 Largest Unsecured Creditors
CENTENNIAL COMMS: Fitch Assigns Junk Rating to Sr. Unsecured Notes
CHATTEM INC: S&P Affirms BB- Rating & Revises Outlook to Stable
CHESAPEAKE ENERGY: Fitch Rates $500 Million Preferred Stock at B+

CITIGROUP MORTGAGE: DBRS Rates $9.7 Million Certs. at BB(high)
CKE RESTAURANTS: Earns $16.2 Million in First Quarter Ended May 22
CLEAN HARBORS: Moody's Rates Proposed $30 Mil. Senior Loan at Ba1
CONGOLEUM CORP: Can't Hire Navigant Due to Conflict of Interest
CONTINENTAL AIRLINES: Prices Secondary Offering of Common Stock

CONTINENTAL GROUP: S&P Rates $160 Million Bank Facilities at B
CYBER DEFENSE: March 31 Balance Sheet Upside-Down by $4.2 Million
DANA CORP: Dana Canada Inks $100 Mil. Credit Pact With Citibank
DELPHI CORP: Court Okays Proposed MobileAria Bid Procedures
DELPHI CORP: Unions Voice Support for Attrition Plan Supplements

DELPHI CORP: Court OKs Fried Frank as Equity Panel's Counsel
DELTA PETROLEUM: Closes $9.1 Million Property Sale in Louisiana
DOANE PET: Posts $5.4 Million Net Loss in Quarter Ended April 1
EAGLEPICHER INC: Ohio Bankruptcy Court Confirms Chapter 11 Plan
EASY GARDENER: Wants Court to Set Aug. 14 as Claims Bar Date

ELLIS INT'L: Tropical Integration Cues Moody's to Affirm Ratings
ENRON CORP: Accenture Settles Avoidable Transfer Suit for $547,922
ENRON CORP: UK Units Hold $51.91 Million General Unsecured Claims
EXIDE TECHNOLOGIES: Won't Sell European Industrial Energy Group
EXIDE TECHNOLOGIES: Reports $75 Mil. Rights Offering & Stock Sale

FAIRFAX HOLDING: DBRS Holds BB(high) Rating on Senior Unsec. Debt
FEDERAL-MOGUL: Abex Claimants Want Separate Future Claimants Rep
FEDERAL-MOGUL: Court Approves U.S. Trustee-Kenesis Settlement Pact
FIRST FRANKLIN: DBRS Rates $4.7 Million Certificates at BB(high)
FIRST HORIZON: S&P Affirms Low-B Ratings on Four Cert. Classes

FLEETPRIDE CORP: Moody's Affirms B2 Rating of First Lien Bank Debt
FLINTKOTE CO: Asbestos Panel & Futures Rep. Can Pursue Imasco Suit
FOAMEX INTERNATIONAL: Amends Bank of America DIP Financing Deal
FOAMEX INTERNATIONAL: Wants Until Oct. 16 to Decide on Leases
FONIX CORP: Lenders Extend Payment Deadline for $333,000 Debt

FORD MOTOR: S&P Downgrades Corporate Credit Rating to B+ from BB-
FRESH DEL MONTE: S&P Assigns BB Bank Loan Rating to Term Loan
GE CAPITAL: Moody's Holds Low-B Rating on Six Certificate Classes
GINGISS GROUP: Ch. 7 Trustee Hires Neuner & Ventura as Counsel
GLOBAL HOME: Court Okays Dinsmore & Shohl as Special Counsel

GLOBAL IMAGING: Completes Recasting of $350 Million Debt Facility
GOODYEAR TIRE: Proposes Closure of Tire Plant in New Zealand
HEALTH NET: S&P Lifts $400 Mil. Sr. Notes' Rating to BBB from BB
HEARTLAND PARTNERS: Court Sets July 31 as Claims Bar Date
HEXION SPECIALTY: Earns $35 Million in 2006 First Quarter

HYNIX SEMICONDUCTOR: S&P Revises B+ Rating's Outlook to Positive
INSIGHT HEALTH: Moody's Junks Rating on $250 Million Senior Notes
INTEGRATED DISABILITY: U.S. Trustee Wants Ch. 11 Case Dismissed
INT'L PAPER: To Sell Kraft Biz to Stone Arcade for $155MM in Cash
J.L. FRENCH: Emerges from Bankruptcy Protection

JAMES DAHLKE: Case Summary & 10 Largest Unsecured Creditors
JP MORGAN: Moody's Holds Low-B Ratings on Seven Cert. Classes
KAISER ALUMINUM: Court Approves ACE Insurers Settlement Agreement
KAISER ALUMINUM: American Re Settlement Pact Gets Court's Nod
KENMARE CONSTRUCTION: Case Summary & 14 Largest Unsec. Creditors

LIBERTY TAX: Trien Rosenberg Raises Going Concern Doubt
LONDON FOG: Court Approves Cash Collateral Use on Final Basis
MED GEN: Losses Continue in Second Fiscal Quarter
MERIDIAN AUTOMOTIVE: Can Ink Fee Letters with 3 Potential Lenders
MERIDIAN AUTOMOTIVE: Court Okays Settlement of Centralia Lawsuit

MUSICLAND HOLDING: Submits List of 60 Rejected Contracts & Leases
MUSICLAND HOLDING: Xerox Wants Stay Lifted to Set Off Deposit
NETWORK INSTALLATION: Nottingham Releases Liens on Common Stock
NORTEL NETWORKS: Prices $2 Billion Senior Notes Offering
NORTHWEST AIRLINES: Flight Attendants Select Bargaining Reps

OGLEBAY NORTON: S&P Puts B Corp. Credit Rating with Stable Outlook
OLD HENRY: Case Summary & 16 Largest Unsecured Creditors
OPTA CORP: March 31 Balance Sheet Upside-Down by $5.5 Million
PARKWAY HOSPITAL: Wants Plan Filing Period Extended to July 31
PARKWAY HOSPITAL: Can File Notices of Removal Until July 31

PRIME GROUP: Won't Pay Second Quarter Preferred Share Dividends
PRIMUS TELECOMMS: Nasdaq Listing Staff Hearing Set for July 20
PROXIM CORP: Court Approves Stipulation With Flextronics Entities
PTC ALLIANCE: Hires Sitrich and Co. as Communications Consultant
REFCO INC: GAIN Capital to Purchase Refco FX Customer Accounts

RENATA RESORT: Taps Kerrigan & Merritt as Tax Accountants
RENATA RESORT: Seeks Court OK for Adams & Reese as Special Counsel
REUNION INDUSTRIES: Gets Delisting Notice from AMEX
RIVERSTONE NETWORKS: Morrison Questions Panel's Subpoena Powers
RIVERSTONE NETWORKS: Equity Panel Taps Houlihan Lokey as Advisor

SAINT VINCENTS: Tort Panel Presses for August 1 Claims Bar Date
SAINT VINCENTS: Ct. Approves Sale of Queens Assets to Caritas
SANDISK CORP: Guarantees Payment of 50% of Unit's Lease Debts
SERACARE LIFE: Gets Final Court Approval for Cash Collateral Use
SIERRA HEALTH: Can Draw up to $250 Mil. Under Amended Debt Pact

SILICON GRAPHICS: Committee Taps Rosen Slome as Conflict Counsel
SILICON GRAPHICS: Creditors Panel Wants FTI as Financial Advisors
SOLUTIA INC: Unit Secures Commitment for EUR200 Million Loan
STARK CERAMICS: Case Summary & 20 Largest Unsecured Creditors
STONE ENERGY: S&P Revises Ratings' Watch Implication to Negative

STONY BROOK: Case Summary & Nine Largest Unsecured Creditors
TENET HEALTHCARE: Inks Civil Settlement Pact with U.S. DOJ
TENET HEALTHCARE: Plans to Divest 11 Hospitals by Mid-2007
TENET HEALTHCARE: DOJ Settlement Cues Moody's to Hold Ratings
THERMAL NORTH: S&P Affirms BB- Rating on $312 Million of Debts

TRIMAS CORP: S&P Rates Proposed $410 Million Sr. Facilities at B+
URBAN TELEVISION: March 31 Working Capital Deficit Tops $2.3MM
VALUE LODGING: Case Summary & 20 Largest Unsecured Creditors
VERTIS INC: Posts $21.5 Million Net Loss in 2006 First Quarter
VIOQUEST PHARMA: Accumulated Deficit Tops $22.1 Mil. at March 31

VIRTRA SYSTEMS: Appoints General Perry Dalby as CEO & Interim CFO
VITESSE SEMICONDUCTOR: Draws Additional $30MM from Tennenbaum
W.R. GRACE: Asks Court to Approve 2006-2008 Key Employee Plan
W.R. GRACE: Wants Fee Cap on Ordinary Course Professionals Hiked
WASI FINANCE: DBRS Puts Low-B Ratings on 7 Class Certificates

WCN ENTERPRISES: Case Summary & 16 Largest Unsecured Creditors
WENDY'S INTERNATIONAL: S&P Lowers Corporate Credit Rating to BB+
WINN-DIXIE: Court Okays Rejection of Two Deerwood Property Leases
WINN-DIXIE: Court Approves Compromise Pact With Schreiber Foods
WSDS INC: Case Summary & 19 Largest Unsecured Creditors

YOUTHSTREAM MEDIA: CEO and CFO Tender Resignations
ZOND WINDSYSTEM: March 31 Balance Sheet Upside Down by $3.1 Mil.

* BOND PRICING: For the week of June 26 - June 30, 2006

                             *********

AB LIQUIDATING: Has Until December 30 to Object to Claims
---------------------------------------------------------
The Honorable Arthur S. Weissbrodt of the U.S. Bankruptcy Court
for the Northern District of California in San Jose extended,
through Dec. 30, 2006, AB Liquidating Corp., fka Adaptive
Broadband Corporation's deadline to file objections to claims and
interests.

The six-month extension to prepare objections is necessary if
there is a distribution to shareholders, David M. Bertenthal,
Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub LLP
told the Court.

The estate has filed a lawsuit against Ernst & Young, LLP, a
claimant, which may result in the recovery of additional monies
for the estate.   If the estate is successful in the E&Y Lawsuit,
the Debtor believes there will be sufficient funds available for a
distribution to shareholders.

If there is a distribution, it will become necessary to set a
record date for shareholders and it may be necessary to file
objections to any proofs of claim or interest filed by equity
holders, if appropriate.

Headquartered in Sunnyvale, California, AB Liquidating Corp.
fka Adaptive Broadband Corporation provided leading-edge
technology for the deployment of broadband wireless communication
over the Internet.  The Company filed for chapter 11 protection on
July 26, 2001 (Bankr. N.D. Cal. Case No. 01-53685).  David M.
Bertenthal, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub LLP represents the Debtor in its bankruptcy case.  The
Bankruptcy Court confirmed the Debtor's chapter 11 Plan on
Feb. 28, 2002, and the Plan took effect on Sept. 6, 2002.


ADELPHIA COMMS: Court OKs ACOM-M.L. Media Mediator's Final Report
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the Final Report of mediator Tina L. Brozman, Esq.,
pertaining to negotiations between Adelphia Communications
Corporation and M.L. Media Partners L.P.

Adelphia and M.L. Media had exchanged mediation statements and
relevant documents, and provided to the Mediator confidential
evaluations of their positions.  The Parties engaged in a good
faith mediation conference on April 17 and 18 with the Mediator at
the New York office of Bingham McCutchen LLP.

The mediation conference focused on the amicable resolution of
disputes between the Parties arising out of a joint venture
relationship.  More particularly, the disputes involved the
determination of liability and appropriate damages for an alleged
breach of a leveraged recapitalization agreement, along with the
determination of the allowability of various proofs of claim filed
in the ACOM Debtors' cases.

Ms. Brozman tells the Court that the Mediation Sessions resulted
in a settlement in principle of the Parties' disputes and the
Bankruptcy Court approved the parties' settlement agreement.

Accordingly, the Mediator delivered to the Court her Final
Report.  The mediator also attached a fee statement for services
through May 31, 2006.

Ms. Brozman reports that she and her colleagues at Bingham
McCutchen LLP spent 115.6 hours reviewing documents, preparing
for mediation, facilitating mediation, and communicating with the
parties regarding the settlement.  The fees for professional
services total $64,774.  The Mediator also incurred $2,944 in
necessary expenses.

The Mediator asks the Court to discharge her and direct the
Parties to pay to Bingham McCutchen LLP the Mediator's fees and
expenses.

Based in Coudersport, Pa., Adelphia Communications Corporation
(OTC: ADELQ) -- http://www.adelphia.com/-- is the fifth-largest     
cable television company in the country.  Adelphia serves
customers in 30 states and Puerto Rico, and offers analog and
digital video services, high-speed Internet access and other
advanced services over its broadband networks.  The Company and
its more than 200 affiliates filed for Chapter 11 protection in
the Southern District of New York on June 25, 2002.  Those cases
are jointly administered under case number 02-41729.  Willkie Farr
& Gallagher represents the ACOM Debtors.  PricewaterhouseCoopers
serves as the Debtors' financial advisor.  Kasowitz, Benson,
Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP
represent the Official Committee of Unsecured Creditors.  
(Adelphia Bankruptcy News, Issue No. 138; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ADELPHIA COMMS: Monitor Files Report on Modified Plan Term Sheet
----------------------------------------------------------------
Judge Cecelia Morris, as the Monitor appointed by the U.S.
Bankruptcy Court for the Southern District of New York in the
chapter 11 cases of Adelphia Communications Corporation and its
debtor-affiliates, delivered to the Court on June 21, 2006, her
report containing a term sheet that is based on her observations
of the give and take between:

    (a) representatives of the ad hoc committee of holders of ACC
        Senior Notes represented by Hennigan, Bennett & Dorman
        LLP, the ad hoc committee of holders of ACC Senior Notes
        and Arahova Notes represented by Pachulski Stang Ziehl
        Young Jones & Weintraub LLP, the Ad Hoc Committee of
        Arahova Noteholders, the Ad Hoc Committee of
        FrontierVision Noteholders, and W.R. Huff Asset Management
        Co., L.L.C.; and

    (b) representatives of the Debtors and the Official Committee
        of Unsecured Creditors.

Judge Morris said she presided over several weeks of negotiation
sessions until the parties reached a compromise and settlement.

Judge Morris contends that the proposed term sheet is a better
alternative to (i) the plans that have been filed by the Debtors
with the Court, (ii) the process and procedures proposed by the
Debtors under Section 363 of the Bankruptcy Code, and (iii)
continuing proceedings under the Motion in Aid Process.

According to Judge Morris, the Parties have agreed that the
Debtors will modify, amend and re-document the Plan and
Disclosure Statement so that the Plan will incorporate a global
compromise and settlement pursuant to Rule 9019 of the Federal
Rules of Bankruptcy Procedure.

In addition to the $635,000,000 of value designated for transfer
to ACOM in the Debtors' Settlement Plan, the global settlement
provides, among other things, that (1) an added $270,000,000 from
third party give ups, (2) an added $125,000,000 advance from
Arahova, and (3) a give up of $50,000,000 from Arahova and
potential additional value from "Identified Sources" -- for a
total amount of not less than $445,000,000 representing an
aggregate addition of not less than $1,080,000,000 of Plan
consideration, exclusive of CVV Interests -- will be made
available for distribution to holders of the ACC Senior Notes
Claims and the ACC Trade Claims on the Effective Date.

For purposes of Initial Distributions, the Deemed Value of the
TWC Class A Common Stock is $4,700,000,000.

The Parties recognize and agree that consistent with Section 510
of the Bankruptcy Code and the absolute priority rule, except as
otherwise provided and unless otherwise agreed by the Creditor
Parties, there will be no distributions, other than junior CVV
Interests to the holders of the ACC Subordinated Notes or to
holders of equity interests in ACC.

The Parties consent to the adjournment of the Motion in Aid
Hearings through July 31, 2006.  Upon the Debtors' filing of the
Modified Plan and related disclosure statement consistent in all
material respects with the term sheet, the Motion in Aid
Hearings, but not related Rule 2004 discovery pertaining to the
ACC Committee, will be adjourned so long as the Modified Plan has
not been withdrawn, terminated or modified in a manner adverse to
a Party absent written consent of that Party.

Unless otherwise agreed to in writing by the Parties, the
Effective Date of the Consensual Plan will be the later of
Sept. 15, 2006, or 15 days after the closing of the TWC Sale.
In no event will the Effective Date be later than Oct. 31,
2006.

The Effective Date will be conditioned on:

    (i) distribution of TWC Class A Common Stock to creditors will
        be materially completed prior to October 31, 2006, and

  (iii) the Debtors being in a position to distribute to ACC on
        the Effective Date or immediately thereafter value
        totaling at least $1,080,000,000 from the Initial ACC
        Settlement Consideration, the Third Party Give Ups, the
        Incremental Arahova Advance and Identified Sources above
        $125,000,000.

A full-text copy of the Monitor's Report is available for free at
http://ResearchArchives.com/t/s?c83

Judge Morris relates that with respect to the $85,000,000
FrontierVision give-up, the term sheet as currently drafted,
failed to provide the holders of FrontierVision notes with senior
CVV interests.  Thus, the Monitor supplements the term sheet by
providing senior CVV interests to FrontierVision so that
FrontierVision will dilute the senior CVV interests distributed
to ACC and Arahova pro rata to the limited extent -- after
payment of the amounts due to the Justice Department under the
Settlement Agreement or as otherwise agreed by the Justice
Department, with respect to each dollar of CVV recovery,
FrontierVision will receive a percentage of each dollar as
determined by a fraction the numerator of which will be
$85,000,000 and the denominator will be the total of the
$575,000,000 to Arahova plus the dollar value of the ACC
deficiency on the Effective Date plus $85,000,000.  It is agreed
that per $1 billion of CVV recovery, the minimum distribution to
FrontierVision will be 2.5%.

Based in Coudersport, Pa., Adelphia Communications Corporation
(OTC: ADELQ) -- http://www.adelphia.com/-- is the fifth-largest     
cable television company in the country.  Adelphia serves
customers in 30 states and Puerto Rico, and offers analog and
digital video services, high-speed Internet access and other
advanced services over its broadband networks.  The Company and
its more than 200 affiliates filed for Chapter 11 protection in
the Southern District of New York on June 25, 2002.  Those cases
are jointly administered under case number 02-41729.  Willkie Farr
& Gallagher represents the ACOM Debtors.  PricewaterhouseCoopers
serves as the Debtors' financial advisor.  Kasowitz, Benson,
Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP
represent the Official Committee of Unsecured Creditors.  
(Adelphia Bankruptcy News, Issue No. 138; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ALBERTO MARTINEZ: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Alberto Guido Martinez
        22976 Bouquet Canyon
        Mission Viejo, California 92692

Bankruptcy Case No.: 06-11035

Chapter 11 Petition Date: June 29, 2006

Court: Central District of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Michael Sacks, Esq.
                  1894 Commercenter West, Suite 108
                  San Bernardino, California 92408
                  Tel: (909) 381-9321

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
California State Board of Equal    Government             $25,000
3737 Main Street, Suite 1000
Riverside, CA 92501

Aspire                             Loan                    $7,300
P.O. Box 2300
Columbus, GA 31902-3007

Maytag                             Loan                    $6,600
P.O. Box 215
Memphis, TN 38101-0215

Direct Rewards                     Loan                    $6,600

Chase                              Loan                    $4,800

Capitol One F.S.B.                 Loan                    $4,500

Card Services                      Loan                    $4,500

Lowe's                             Loan                    $1,600

Macy's                             Loan                      $530

Capitol One                        Loan                      $260


ALLIED HOLDINGS: Gets Interim Order to Amend DIP Credit Agreement
-----------------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates obtained an
interim order from the U.S. Bankruptcy Court for the Northern
District of Georgia to enter into the fifth amendment to its
Senior Secured, Super Priority, Debtor-in-Possession credit
facility with its lenders.

The amendment provides the Debtors with $30 million of additional
availability through a new Term Loan C, with the proceeds of the
Term Loan C to be used by the Debtors to repay any protective
over-advances obtained under the existing facility, reduce the
principal amount of the Debtors' revolving credit advances under
the facility, and for capital expenditures and other working
capital requirements.

The interest rate on the new $30 million Term Loan C will be LIBOR
plus 9.5%, payable at the option of the Debtors in cash each month
or in kind, with interest compounded on a monthly basis and due in
full on June 30, 2007.

The amendment also provides the Debtors with additional
availability by allowing the Debtors to pay interest in kind on
its existing $80 million Term Loan B, rather than pay such
interest monthly in cash, and reduces the interest rate on Term
Loan B to LIBOR plus 8.5%.

The amendment extends the maturity date of Term Loan B and the
existing $20 million Term Loan A from February 7, 2007 to June 30,
2007.  The maturity date of the existing $130 million revolving
credit facility remains February 7, 2007.  The amendment also
revises the existing financial covenants set forth in the facility
and waives all defaults under the facility, which defaults have
been previously disclosed by the Company.

As a result of the amendment, the Debtors is not required to
maintain the previously announced 10% wage reduction applicable to
its U.S. employees represented by the Teamsters under Section
1113(e) of the Bankruptcy Code in order to borrow under the
facility.  As a result, effective July 1, 2006, the Debtors will
stop reducing by 10% the wages earned by its U.S. employees
represented by the Teamsters.  As required by the collective
bargaining agreement, the Debtors will also implement a wage
increase of approximately 2.5%, as well as a cost of living
adjustment.

The Debtors believes that obtaining this additional availability
should provide the Debtors with the cash required to meet working
capital needs and invest in its fleet while it continues to seek a
long-term modification to the collective bargaining agreement with
its employees in the U.S. represented by the Teamsters.  The
Debtors intends to continue its negotiations with representatives
of the Teamsters in a collaborative manner in an effort to modify
the current collective bargaining agreement as it attempts to
complete its reorganization and emerge from bankruptcy.

The bankruptcy court has set a hearing for July 12, 2006 in regard
to the final order on the amendment to the credit facility.

                      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 Debtors 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.


APX HOLDINGS: Court Fixes August 21 as General Claims Bar Date
--------------------------------------------------------------
The Hon. Ellen Carroll of the U.S. Bankruptcy Court for the
Central District of California set 4:00 p.m., on Aug. 21, 2006,  
as the deadline for all creditors owed money by APX Holdings LLC
and its debtor-affiliates on account of claims arising prior to
March 14, 2006, to file their proofs of claim.

Creditors must file written proofs of claim on or before the
August 21 Claims Bar Date and those forms must be delivered either
by mail or courier to the:

              Clerk of the Bankruptcy Court
              Central District of California
              300 North Los Angeles Street
              Los Angeles, CA 70130

The deadline for filing special types of claims is on Sept. 20,
2006.  Special claims include:

    a) any proof of claim by a co-Debtor, surety or guarantor that
       may be filed under Section 501(b) of the Bankruptcy Code
       and Federal Rule of Bankruptcy Procedure 3005; and

    b) any proof of claim by a Debtor or on behalf of a creditor.

For governmental units, the Claims Bar date is set on Sept. 12,
2006.

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


APX HOLDINGS: Hires CB Richard as Real Property Lease Consultants
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
gave APX Holdings, LLC, and its debtor-affiliates permission to
employ CB Richard Ellis as their residential real property
consultant.

As reported in the Troubled Company Reporter on May 19, 2006, CB
Richard will assist the Debtor in analyzing and determining
whether there is sufficient value in certain real property leases
to justify the marketing of these leases.

Joshua Bonwell, a senior associate at CB Richard, told the Court
the he will bill $250 per hour for the engagement.

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


ARMSTRONG WORLD: Files Post-Trial Brief on Plan Confirmation
------------------------------------------------------------
Armstrong World Industries, Inc., and its debtor-affiliates filed
their post-trial briefs, proposed findings of fact and conclusions
of law, and a proposed confirmation order in support of their plan
of reorganization, at the request of Judge Robreno.   

If the U.S. District Court for the District of Delaware determines
that the Debtors' aggregate asbestos liability must be less than
$3,100,000,000, there will be a technically disproportionate
distribution of allocable assets between commercial creditors and
asbestos claimants, Stephen Karotkin, Esq., at Weil, Gotshal &
Manges, in New York, points out on behalf of the Debtors, the
Official Committee of Asbestos Claimants, and Dean M. Trafelet,
the legal representative for future asbestos personal injury
claimants.

Assuming that all value being received by the Asbestos PI Trust
flows through to the holders of Asbestos Personal Injury Claims,
if the aggregate value of Asbestos Personal Injury Claims is at
least $3,100,000,000, the treatment of Class 6 under the Plan
would be at least as favorable as Class 7, resulting in no
discrimination -- fair or unfair -- Mr. Karotkin asserts.

Mr. Karotkin notes that the $3,100,000,000 "implied" asbestos
liability under AWI's Plan is calculated using the:

     * known percentage allocation of the "reorganization
       consideration" between Class 6 and the Asbestos PI Trust
       -- 35% to Class 6 and 65% to the Asbestos PI Trust; and

     * known estimate of the aggregate amount of allowed
       Unsecured Claims in Class 6, which is $1,651,000,000.

Mr. Karotkin says the District Court's ability to determine
whether Class 6 Unsecured Claims is receiving relatively equal
value to Class 7 Asbestos Personal Injury Claims is complicated by
the fact that the amount and value of present and future asbestos
personal injury claims are unknown and not capable of being
precisely liquidated.

Therefore, to confirm the Plan, the District Court must simply
conclude that the Plan's $3,100,000,000 implied liability for
Armstrong's aggregate liability for Asbestos Personal Injury
Claims is within a range of reasonable estimates, Mr. Karotkin
says.  Dr. Letitia Chambers, the expert retained by the Official
Committee of Unsecured Creditors, has acknowledged that fact, Mr.
Karotkin points out.

Additionally, the testimony and evidence at the Confirmation
Hearing make clear that the Plan supporters have proven by a
preponderance of the evidence that the present value of
Armstrong's liability for present and future Asbestos Personal
Injury Claims is at least, if not greater than, $3,100,000,000.

The Creditors Committee's suggestion that the District Court is
required to "pick a number" that represents the exact amount of
Armstrong's aggregate liability for Asbestos Personal Injury
Claims is misguided, Mr. Karotkin says.   

The Creditors Committee ignores the issue before the District
Court, which is the confirmation of the Debtors' Plan, not
estimation of Armstrong's aggregate asbestos liability, Mr.
Karotkin contends.

So long as the District Court determines that the Debtors' Plan
does not unfairly discriminate against Class 6, Mr. Karotkin
asserts that any specific estimate of Armstrong's asbestos
liability for present and future Asbestos Personal Injury Claims
will have no effect on the treatment afforded to creditors under
the Plan.

If the District Court denies Plan confirmation because it
concludes that the "implied" asbestos liability is not reasonable
and unfairly discriminates against Class 6, Armstrong cannot
simply plug in a new estimate of its asbestos liability and
proceed to confirmation of its Plan, Mr. Karotkin points out.  

Instead, Armstrong will once again be faced with the prospect of
negotiating with all its constituents to develop a plan that,
among other things, must garner the 75% acceptance vote by
asbestos creditors required by Section 524(g) of the Bankruptcy
Code, Mr. Karotkin says.

The Plan reflects what all parties, including the Creditors
Committee, believed represented "the best possible recoveries to
the claimants" and "was in the best interest of every class of
claimants," Mr. Karotkin tells Judge Robreno.  The Plan neither
fully reflects the asbestos creditors' view of Armstrong's
asbestos liability nor the commercial creditors' view.  

The $3,100,000,000 implied liability actually represents a
compromise and settlement of Armstrong's liability on account of
Asbestos Personal Injury Claims, Mr. Karotkin adds.  

Furthermore, the issue before the District Court is not whether
the tort system in the United States is morally right or wrong,
Mr. Karotkin argues.  Rather, it is the reality of that system
that must form the foundation of the liability estimates because
that is the system in which the law mandates Armstrong's asbestos
liabilities be evaluated.  It is not the tort system Dr. Letitia
Chambers and Professor Brickman hope or hypothesize will exist and
on which Dr. Chambers' flawed estimate is premised.

According to Mr. Karotkin, the assumptions on which Dr. Chambers'
estimate is based ignore:

   (1) unrefuted testimony regarding Armstrong's experience in
       the tort system;

   (2) ignore unrefuted evidence that settlement values,
       particularly for mesothelioma claims, have increased
       dramatically; and

   (3) ignore that the filing rates for nonmalignant claims
       against the Manville Trust in 2001-2003 included the
       admitted acceleration of claims and use only the 2004-2005
       nonmalignant filings against the Manville Trust to
       estimate Armstrong's nonmalignant filings commencing in
       2001.

As Dr. Thomas Florence's testimony indicates, making adjustments
to one or two of Dr. Chambers' assumptions to reflect even a
conservative view of reality significantly increases her estimate
and clearly demonstrates that the Plan does not unfairly
discriminate, Mr. Karotkin further points out.

Accordingly, the District Court need not reach the issue of
whether, if the Plan does discriminate against Class 6, that
discrimination is nevertheless "fair" within the meaning of
Section 1129(b) of the Bankruptcy Code.

If the District will consider that issue, the Debtors ask Judge
Robreno to consider that:

   (a) the Plan relieves Armstrong of the substantial costs and
       burdens of having to resolve hundreds of thousands of
       Asbestos Personal Injury Claims in the tort system;

   (b) the Plan imposes upon the Asbestos PI Trust the costs and
       expenses associated with resolving all Asbestos Personal
       Injury Claims under the Asbestos PI Trust Distribution
       Procedures, all of which costs and expenses will diminish
       funds otherwise available to holders of Asbestos Personal
       Injury Claims;

   (c) because of the recognized risks associated with
       underestimating Armstrong's asbestos liability, the
       initial payment percentage set by the Asbestos PI Trust
       for holders of Asbestos Personal Injury Claims will only
       be 20% of their allowed claims;

   (d) holders of Asbestos Personal Injury Claims bear the risk
       that the number of claims ultimately asserted against the
       Asbestos PI Trust will exceed the number estimated in
       calculating the Initial Payment Percentage, which would
       result in future claimants potentially receiving less
       than 20% of their allowed claims;

   (e) in contrast, holders of Unsecured Claims in Class 6 will
       be receiving an immediate recovery equal to approximately
       59.5% of their allowed claims;

   (d) as a result of the injunction imposed by Section 524(g),
       holders of Asbestos Personal Injury Claims are statutorily
       enjoined -- without the receipt of any additional
       consideration -- from pursuing claims against certain
       classes of protected parties who might otherwise be liable
       for Asbestos Personal Injury Claims; and

   (e) Congress specifically intended that any plan of
       reorganization providing for a 524(g) injunction must
       have the overwhelming approval of asbestos claimants by
       providing that at least 75% of those voting must vote to
       accept the plan.

For these reasons, AWI, the Asbestos Committee, and Mr. Trafelet
ask the District Court to:

   a. overrule the Creditors Committee's Plan objection; and
   b. confirm the Debtors' Plan.

A full-text copy of Armstrong, et al.'s post-trial brief is
available for free at http://ResearchArchives.com/t/s?c84

A full-text copy of Armstrong, et al.'s proposed findings of fact
and conclusions of law is available for free at:

               http://ResearchArchives.com/t/s?c85

A full-text copy of Armstrong, et al.'s proposed Confirmation
Order is available for free at http://ResearchArchives.com/t/s?c86

                      About Armstrong World

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior floor coverings and ceiling
systems, around the world.

The Company and its debtor-affiliates filed for chapter 11
protection on December 6, 2000 (Bankr. Del. Case No. 00-04469).
Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell
C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors in their restructuring efforts.  The Debtors
tapped the Feinberg Group for analysis, evaluation, and treatment
of personal injury asbestos claims.

Mark Felger, Esq. and David Carickhoff, Esq., at Cozen and
O'Connor, and Robert Drain, Esq., Andrew Rosenberg, Esq., and
Alexander Rohan, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, represent the Official Committee of Unsecured Creditors.
The Creditors Committee tapped Houlihan Lokey for financial and
investment advice.  The Official Committee of Asbestos Personal
Injury Claimant hired Ashby & Geddes as counsel.

When the Debtors filed for protection from their creditors, they
listed $4,032,200,000 in total assets and $3,296,900,000 in
liabilities.  (Armstrong Bankruptcy News, Issue No. 95; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ATARI INC: Deloitte & Touche Raises Going Concern Doubt
------------------------------------=------------------
Deloitte & Touche LLP expressed substantial doubt about Atari,
Inc.'s ability to continue as a going concern after auditing the
Company's financial statements for the for the fiscal years ended
March 31, 2006 and 2005.  The auditing firm pointed to Atari's
significant operating losses and the expiration of its line of
credit facility.

Atari previously announced unaudited financial results for the
fourth quarter and year-ended March 31, 2006, of a net loss of
$4.3 million and $67.1 million respectively.  However, as a result
of final audit adjustments related to the amortization of a
certain license, the audited financial statements contained in the
Form 10-K reflect a net loss for the fiscal 2006 fourth quarter of
$6.2 million and a net loss for the fiscal 2006 year end of
$69.0 million.

The Company has taken several definitive steps to improve its
financial position as well as focus its strategy.  Atari
previously announced on May 10, 2006, it had raised $13 million
through the divestiture of certain non-core assets -- TimeShift
and Stuntman -- and anticipates raising additional assets through
selective divestitures.  The sale of these intellectual properties
is inline with the Company's stated plans to divest assets that it
believes are not core to Atari's business strategy.

The Company's strategy will focus on expanding the marketplace in
which it competes through the exploitation of established
franchises; the creation and aggregation of a new online gaming
movement focused on community building; and unique new titles for
portable devices.

Atari will continue to develop and publish games for traditional
gaming consoles but will look to differentiate its titles by
capitalizing on the connectivity and power of next-generation
consoles.  The Company anticipates its deliberate and decisive
actions will capture new audiences and build upon its iconic brand
reputation.

A full-text copy of the Company's 2006 annual report for
the year ended March 31, 2006, is available for free at
http://ResearchArchives.com/t/s?cca

New York-based Atari, Inc. (Nasdaq: ATAR) -- http://www.atari.com/
-- develops interactive games for all platforms and is one of the
largest third-party publishers of interactive entertainment
software in the U.S. The Company's 1,000+ titles include hard-
core, genre-defining franchises such as The Matrix(TM) (Enter The
Matrix and The Matrix: Path of Neo), and Test Drive(R); and mass-
market and children's franchises such as Nickelodeon's Blue's
Clues(TM) and Dora the Explorer(TM), and Dragon Ball Z(R). Atari,
Inc. is a majority-owned subsidiary of France-based Infogrames
Entertainment SA (Euronext - ISIN: FR-0000052573), the largest
interactive games publisher in Europe.


BERRY PLASTICS: Earns $8.2 Million in Quarter Ended April 1
-----------------------------------------------------------
Berry Plastics Corporation earned $8.2 million of net income for
the quarter ended April 1, 2006, compared to $3.8 million of net
income earned for the prior quarter.

Net sales increased 58% to $356 million for this quarter from
$225.3 million in the prior quarter.  This $130.7 million increase
included approximately $21 million or 9% due to the pass through
of higher resin costs to its customers, increased base business
volume of approximately $1.3 million or 1%, and acquisition volume
of $108.4 million or 48%.

At April 1, 2006, the Company's balance sheet showed $1,686,520 in
total assets and $1,474,560 in total liabilities.

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

Based in Evansville, Indiana, Berry Plastics Corporation --
http://www.berryplastics.com/-- is a leading manufacturer and  
marketer of rigid plastic packaging products.  Berry Plastics
provides a wide range of rigid open top and rigid closed top
packaging as well as comprehensive packaging solutions to over
12,000 customers, ranging from large multinational corporations to
small local businesses.  The company has 25 manufacturing
facilities worldwide and more than 6,800 employees.


BERRY PLASTICS: Apollo & Graham Extends $2.25 Bil. Purchase Offer
-----------------------------------------------------------------
BPC Holding Corporation, the parent of Berry Plastics Corporation,
and the private equity firms Apollo Management, L.P. and Graham
Partners have signed a definitive agreement for Apollo and Graham
to acquire BPC Holding Corporation from Goldman Sachs Capital
Partners and JPMorgan Partners for an enterprise value of
$2.25 billion in aggregate consideration.  The transaction is
subject to regulatory approval and other customary closing
conditions.  The parties expect to complete the transaction by the
end of the third quarter.  After the transaction, Apollo will own
a majority of Berry's common stock.

"We are very excited to be purchasing Berry Plastics which we
believe is a true franchise business and one of the best
positioned, highest margin specialty packaging businesses in the
industry," said Joshua Harris, a founding partner of Apollo
Management.  "We are particularly pleased to be partnering with
Ira Boots and the management team of Berry, which is among the
strongest we've encountered in the packaging or any other
industry.  We look forward to continuing to successfully implement
Berry's proven growth strategy in the years to come."

"The Graham Group is very pleased to partner with Apollo and the
outstanding management team Ira Boots has assembled at Berry in
the acquisition of the Company," said Steve Graham, Senior
Managing Principal at Graham Partners.  "We believe Berry offers
an ideal platform to capitalize on the abundant growth
opportunities in the rigid plastic packaging industry."

Mr. Ira Boots will remain President and Chief Executive Officer
and the existing senior management team will continue to lead
Berry Plastics following the transaction.  "This is a tremendous
opportunity for our business and employees to have an opportunity
to partner with Apollo and Graham Partners in the next phase of
Berry's evolution," said Mr. Boots.  "We have successfully
executed our business strategy over the last few years thanks to
tireless work by our employees and loyal support from our
customers.  We look forward to working with our new owners to
continue to build Berry into one of the strongest specialty
plastic packaging companies in the world."

Joe Gleberman, Managing Director at Goldman Sachs Capital
Partners, said, "We have enjoyed our partnership with the
management of Berry and are confident they will continue to do a
great job serving their customers and building the company in
partnership with Apollo and Graham Partners."

Goldman, Sachs & Co. and JPMorgan served as financial advisors to
Berry Plastics on this transaction.

                     About Apollo Management

Apollo Management, L.P., is among the most active and successful
private investments firms in the United States in terms of both
number of investment transactions completed and aggregate dollars
invested.  Since its inception, Apollo has managed the investment
of an aggregate of approximately $13 billion in equity capital in
a wide variety of industries, both domestically and
internationally.

                      About Graham Partners

Graham Partners is a leading middle market industrial private
equity firm based in suburban Philadelphia with over $850 million
under management.  Graham Partners is sponsored by the privately
held Graham Group of York, Pennsylvania, an industrial and
investment concern with global interests in plastics, packaging,
machinery, building products and outsource manufacturing.

                      About Berry Plastics

Based in Evansville, Indiana -- http://www.berryplastics.com/--  
is a leading manufacturer and marketer of rigid plastic packaging
products.  Berry Plastics provides a wide range of rigid open top
and rigid closed top packaging as well as comprehensive packaging
solutions to over 12,000 customers, ranging from large
multinational corporations to small local businesses.  The company
has 25 manufacturing facilities worldwide and more than 6,800
employees.


BERRY PLASTICS: Apollo Merger Cues Moody's to Review Ratings
------------------------------------------------------------
Moody's Investors Service placed the ratings for Berry Plastics
Corporation under review for possible downgrade in response to the
company's announcement that private equity firms Apollo
Management, L.P. and Graham Partners intend to acquire Berry and
its direct parent, BPC Holding Corporation, for approximately
$2.25 billion.

Although Moody's expects Berry's operations to remain sound and
liquidity to remain very good, Moody's is concerned that
additional leverage would pressure financial metrics that already
are at the lower end of its existing B1 Corporate Family Rating.  
For the twelve months ended April 2, 2006, Berry had, including
Moody's standard adjustments for operating leases, total debt to
EBITDA of over 5 times, free cash flow to debt of less than 5%,
and EBIT interest coverage on the order of 1.5 times.  The
announced transaction is expected to close by the end of the third
quarter of 2006.

Moody's placed these ratings under review:

   * $150 million senior secured revolver maturing
     March 31, 2010, B1

   * $789 million senior secured term loan due
     December 2, 2011, B1

   * $335 million 10.75% senior subordinated notes due
     July 15, 2012, B3

   * Corporate Family Rating, B1

Moody's review for possible downgrade will focus on the financing
of the proposed transaction, anticipated business plans and
financial policies, and the capital mix from a subordination
standpoint.  The review also will consider Berry's relatively
strong operating profile, solid liquidity, and good competitive
position.

Headquartered in Evansville, Indiana, Berry Plastics Corporation
is a leading manufacturer and supplier of a diverse mix of rigid
plastic packaging products focused on open-top and closed-top
containers and closures for the food and beverage, healthcare, and
personal care markets.  Revenues for the twelve months ended April
2, 2006 were approximately $1.3 billion.


BIJOU-MARKET: Mohamed Poonja Assigned as Claimants' Representative
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
appointed Mohamed Poonja as representative to the claim holders in
Bijou-Market, LLC's bankruptcy case.

Mr. Poonja will maintain the claimants' privacy and anonymity by
acting as intermediary between the claimants and the Court
process.  According to the Debtor, Mr. Poonja is familiar with its
cases having been previously appointed by the Court as examiner in
the case of The Bijou Group, Inc., Case No. 95-33389, a
predecessor entity that owned one of the Debtor's clubs.  

Mr. Poonja charges an hourly rate of $475 for his services.  The
Debtor assures the Court that Mr. Poonja does not hold any
interest adverse to the estate.

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


BLUE BEAR: Wants to Employ Roller to Auction Some Equipment
-----------------------------------------------------------
Blue Bear Funding, LLC, fka 1st American Factoring, LLC, asks the
U.S. Bankruptcy Court for the District of Colorado for permission
to hire Roller & Associates, Inc., to assist it in selling certain
equipment.

The Debtor wants to sell the equipment that Ground Zero
Engineering Group, Inc., dba Castle Rock Aggregates, used to own.   
Ground Zero vested ownership of the equipment to the Debtor after
it failed to pay its obligations.  

S & S Trenching and Construction, which leases the equipment, had
offered to buy the equipment for $115,000.  However, S & S failed
to raise enough money to pay for it.  S & S Trenching is currently
holding the equipment for the Debtor at Rock Springs, Wyoming.  
The Debtor wants Roller to sell these equipment to another party:

   -- a 1994 Caterpillar 140G Motor Grader, VIN 072V14368;
   -- a Caterpillar 320L Excavator, VIN 09KK03503; and
   -- a Caterpillar IT38F Integrated Tool Carrier, VIN 06FN00441.

Silver Mountain Financial, LLC, and Grizzly Creek Leasing, LLC
have told the Debtor that they hold an interest in the equipment.  
Integrity Leasing & Financing, Inc., has also indicated that it
holds an interest in the same equipment.  The Debtor adds that DK
Corporation, dba Nationwide Cash Flow Specialists, and Nationwide
Cash Flow Specialists II, LLC, may also hold an interest in Ground
Zero's personal property.  None of these parties objected to
Debtor's previous request to sell the equipment to S & S.

Steven T. Mulligan, Esq., at Jessop & Company, P.C. Denver,
Colorado, tells the Court that Roller is a respected auctioneer in
the Denver, Colorado, market.  Roller intends to sell the
equipment at auction in Colorado.

The Debtor plans to compensate Roller through a 10% commission of
the gross sales price derived from the equipment, and to reimburse
Roller for costs incurred to haul the equipment to the auction
site, not to exceed $4,000, and to wash the equipment in
preparation for the auction costing $225.  

Steve Quinn, a principal at Roller, assures the Court that his
firm and its partners do not hold material interest adverse to the
Debtor's estate and are disinterested as defined in Section
101(14) of the Bankruptcy Code.

                           About Roller

Roller & Associates, Inc., is an auction company specializing in
the valuation and subsequent conversion of assets into cash
through auctions (consignment and full businesses), liquidations
or privately negotiated sales or a combination.  Roller's
clientele includes large and small corporations and businesses,
governmental agencies and private individuals desiring to
liquidate varied business and industrial assets.

                          About Blue Bear

Headquartered in Windsor, Colorado, Blue Bear Funding, LLC --
http://www.bluebearfunding.com/-- provides invoice factoring
services.  The Company filed for chapter 11 protection on
Aug. 22, 2005 (Bankr. D. Colo. Case No. 05-31300).  Alice A.
White, Esq., and Douglas W. Jessop, Esq., at Jessop & Company,
P.C., represent the Debtor in its restructuring efforts.  Erin L.
Connor, Esq., represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it estimated assets between $1 million and $10 million
and debts between $10 million and $50 million.


BWAY CORP: S&P Rates Proposed $295 Million Bank Facilities at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating and
'2' recovery rating to Bway Corp.'s proposed senior secured bank
facilities, based on preliminary terms and conditions.  The
proposed senior secured credit facilities consist of:

   * a $50 million U.S. revolving credit facility;
   * a $5 million Canadian revolving credit facility;
   * a $190 million term loan B; and
   * a $50 million term loan C.

The 'B+' rating, which is the same as the corporate credit rating,
and the '2' recovery rating indicate that the lenders can expect
substantial recovery of principal in the event of a payment
default.

Proceeds from the proposed credit facilities will be used to
finance the acquisition of the plastic and steel pail assets of
Industrial Containers Ltd., a Canadian company, and to refinance
the existing credit facility.

The borrowers are Bway Corp. for the $50 million senior secured
revolving credit facility and the $190 million senior secured term
loan B, and ICL Industrial Containers ULC, an indirectly owned
100% Canadian subsidiary of Bway Corp., for the $5 million senior
secured revolving credit facility and the $50 million senior
secured term loan C.

The corporate credit rating on Bway is 'B+'.  The rating outlook
is stable.

"The ratings reflect the company's highly leveraged financial
profile that overshadows its business position as a leading
producer in the paint can market and modest free cash flow
generation," said Standard & Poor's credit analyst Paul Kurias.

Ratings List:

  Bway Corp.:

    Corporate credit rating:                 B+/Stable/--
    Subordinated debt:                       B-

Ratings Assigned:

  Bway Corp.:

    $50 million revolving credit facility:   B+ (Recovery rtg: 2)
    $190 million term loan B:                B+ (Recovery rtg: 2)


  ICL Industrial Containers ULC:

    $5 million revolving credit facility:    B+ (Recovery rtg: 2)
    $50 million  term loan C:                B+ (Recovery rtg: 2)


CAL QUAKE: Moody Puts Ba3 Rating on $47.5 Million Variable Notes
----------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to the $47,500,000
Series 1 Class A Principal At-Risk Variable Rate Notes due June 6,
2008, issued by Successor Cal Quake Parametric Ltd., a special
purpose Cayman Islands exempted company for the benefit of Swiss
Reinsurance Company.

Investors in the Notes effectively provide reinsurance coverage to
Swiss Reinsurance Company from certain earthquakes in California.

Moody's ratings address the ultimate cash receipt of all required
interest and principal payments as provided by the governing
documents, and is based on the expected loss posed to the note
holders relative to the promise of receiving the present value of
such payments.  The rating is based on Moody's analysis of the
probability of occurrence of qualifying events, their timing and
the severity of losses experienced by investors should those
events occur during the risk period.

Moody's review of the transaction has included extensive review of
the technical basis, methodology and historical data used to
develop the probabilistic risk model used by EQECAT for the
analysis of potential losses and sensitivity analysis of critical
parameters of the model.

This review, together with a detailed analysis of the
transaction's legal structure and the financial strength of the
various parties to the transaction, provided Moody's with
sufficient comfort that the resulting ratings adequately captures
the risk to investors in these securities.


CANARY CREEK: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Canary Creek Cinemas, LLC
        870 Mallory Parkway
        Franklin, Indiana 46131
        Tel: (317) 738-1041

Bankruptcy Case No.: 06-03504

Type of Business: The Debtor operates an eight-screen
                  theater complex offering a range of
                  high quality entertainment featuring
                  Hollywood's latest releases.  See
                  http://www.canarycreekcinemas.com/

Chapter 11 Petition Date: June 29, 2006

Court: Southern District of Indiana (Indianapolis)

Judge: Anthony J. Metz III

Debtor's Counsel: Deborah Caruso, Esq.
                  Erick P. Knoblock, Esq.
                  Dale & Eke, P.C.
                  9100 Keystone Xing, Suite 400
                  Indianapolis, Indiana 46240-2159
                  Tel: (317) 844-7400
                  Fax: (317) 574-9426

Estimated Assets: Unknown

Estimated Debts:  $1 Million to $10 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
   Syndicate Theatres, Inc.                $179,925
   P.O. Box 69
   Franklin, IN 46131

   Johnson County Treasurer                 $29,604
   86 West Court Street
   Franklin, IN 46131

   Wells Fargo                              $22,360
   Payment Remittance Center
   P.O. Box 6426
   Carol Stream, IL 60197-6426

   Hadden Theatre Supply                    $19,620

   Platinum Plus for Business                $4,207

   Indiana Insurance Company                 $2,952

   Indiana Concession Supply                 $2,778

   Pepsi Cola General Bottlers               $1,275

   Vectren                                   $1,000

   Movie Ad Corporation                         $66

   Lowe's Business Account                      $50

   Technicolor                                  $13


CENTENNIAL COMMS: Fitch Assigns Junk Rating to Sr. Unsecured Notes
------------------------------------------------------------------
Fitch assigned ratings for Centennial Communications Corp. and its
subsidiaries:

  Centennial Communications Corp.:

    -- Issuer default rating 'B-'
    -- Senior unsecured notes 'CCC/RR6'

  Centennial Cellular Operating Co.:

    -- Issuer default rating 'B-'
    -- Senior secured credit facility 'BB-/RR1'
    -- Senior unsecured notes 'B+/RR2'
    -- Senior subordinated notes 'CCC+/RR5'

The Rating Outlook is Stable.

The IDRs at Centennial reflect its increased leverage and reduced
financial flexibility as a result of the special dividend as well
as the smaller scale as a regional operator in an exceedingly
competitive operating environment.

Fitch also believes a higher level of event risk is present with
potential universal service funding reform.  Total debt increased
to $2.1 billion at the end of the third quarter as a result of the
$550 million in additional debt with leverage rising to 5.8x
compared with 4.4x at the end of fiscal 2005.  Despite the
approximate $60 million increase in interest expense, the company
has sufficient liquidity with no near-term maturities and
expectations for relatively modest free cash flow in 2007.

While operating margins have been pressured during 2006, Fitch
expects margins to stabilize in 2007.  CYCL's U.S. operations
produced strong growth in subscribers from several initiatives
whereas its Caribbean wireless operations experienced weakness in
its growth although recent trends are positive.

Through the first three quarters of FY06, compared to the same
period in FY 05, adjusted operating income margins declined over
300 basis points due to several factors including increased
handset expense and network related expense.  Positively with
almost 70% of its GSM subscribers migrated, improved postpaid
churn and steady gains with ARPU in its U.S operations coupled
with expected improved performance in its Caribbean operations,
Fitch anticipates operating results will stabilize in 2007.

With the USF program under review this year, the combination of a
slow-growing high-cost support fund and an ever increasing number
of wireless operators making claims on the fund has created
significant pressure on the program.  The Federal Communications
Commission and Congress are expected to undertake reform on the
program although material uncertainty exists surrounding the
potential changes.

However, wireless disbursements could face a higher level of event
risk associated with reductions.  For CYCL, high-cost support
through the USF funding has risen rapidly since fiscal 2004 when
the company collected $15 million, to 2006, when CYCL expects to
receive approximately $41 million.

CYCL's liquidity is sufficient based on its cash position, undrawn
revolver availability and lack of near-term maturities.  Cash at
the end of the third quarter of FY2006 was $89 million.  CYCL's
senior secured credit facility consists of a seven-year term loan
that matures in 2011 with $550 million outstanding, with no annual
amortization payments.

The senior secured credit facility also includes a six-year $150
million revolving facility that matures in 2010.  CYCL does not
have any maturities until 2008 when its $145 million senior
subordinated notes mature in December, although, under the terms
of the senior secured credit facility, if the senior subordinated
notes are not refinanced by June 15, 2008, the aggregate amount
outstanding will become immediately due.

With the amendments to the credit facilities financial covenants
in December 2005 to permit the special dividend, the company
should have sufficient flexibility over the next couple of years.
CYCL is also governed by a restricted payments basket at its
10.125% notes with approximately $93 million of availability at
the end of the third quarter, with a debt incurrence test at CYCL
of 7.5x and CCOC priority and pari pasu debt incurrence test of
4.75x.

The recovery ratings and notching for the senior credit facility
reflects Fitch's expectation for excellent recovery prospects.  
The 'RR2' rating for the unsecured debt at CCOC reflects Fitch's
belief of superior recovery prospects.  The 'RR5' recovery rating
on the senior subordinated notes at CCOC is based on Fitch's
expectation for below-average recovery prospects.  

Fitch also would expect poor recovery prospects of 'RR6' for the
$550 million of unsecured debt at CYCL given the junior ranking of
the debt.


CHATTEM INC: S&P Affirms BB- Rating & Revises Outlook to Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Chattem
Inc. to stable from positive.

At the same time, Standard & Poor's affirmed all of Chattem's
ratings, including its 'BB-' corporate credit rating.
Approximately $151 million of debt is affected by this action.

"The revised outlook is based on Chattem's announcement that it is
seeking consent from its senior subordinated note holders to
increase its capacity to make restricted payments by $85 million,
including payments for repurchase of Chattem's common stock," said
Standard & Poor's credit analyst Patrick Jeffrey.

"As part of the transaction, Chattem's board has authorized up to
an additional $100 million of stock buyback capacity.  While the
company's operating performance is expected to remain in line with
the current ratings over the intermediate term, this action
represents a more aggressive financial policy than had previously
been factored into the ratings."

The ratings on Chattanooga, Tennessee-based Chattem Inc. reflect
its selective acquisition history and its small sales and earnings
base.  These factors are partly offset by the company's improved
operations in recent years and the settlement of its Dexatrim
litigation.  The company maintains a strong gross margin, at about
70%, and a solid position in certain niches of the branded, over-
the-counter health care market.

Chattem's revenue increased 17% in first-quarter fiscal 2006 and
8.2% for fiscal 2005.  The company's operating margin (excluding
D&A) declined to 27.7% for the 12 months ended Feb. 28, 2006, from
28.0% in the comparable period in 2005 as a result of investment
in new products.  However, margins are expected to improve over
the intermediate term as the company realizes benefits from new
product introductions.  The company is relatively small, with
fewer resources than its larger competitors, which is an important
rating consideration.

Chattem's operating stability has resulted in improved credit
protection measures in recent years.  The Dexatrim litigation
settlement is expected to be fully completed in the near term, and
is not expected to have a negative impact on credit protection
measures or liquidity.

While the recently authorized $100 million share repurchase may
increase leverage, debt leverage is expected to remain in line
with the current ratings over the intermediate term.  Chattem will
need to maintain operating stability and demonstrate a less
aggressive financial policy on a longer term basis before a
positive outlook is considered.


CHESAPEAKE ENERGY: Fitch Rates $500 Million Preferred Stock at B+
-----------------------------------------------------------------
Fitch Ratings assigned 'BB' ratings to Chesapeake Energy
Corporation's offering of $500 million of 7.625% senior notes due
2013 and 'B+' ratings to the company's offering of $500 million of
6.25% mandatory convertible preferred stock.

The company also priced an offering for 25 million shares of its
common stock at $29.05 per share for gross proceeds of
approximately $726 million.  Both the preferred stock and common
stock offerings also have a 15% over-allotment option with
potential additional proceeds of $154 million.  The senior notes
were priced at 98.266% of par to yield 7.95% to maturity.

Unlike the recent issues of cumulative convertible preferred stock
issued by Chesapeake which have the option of early conversion by
the holders or, under certain circumstances, the company, the
current offering of preferred stock will automatically convert
into common shares on June 15, 2009, if an early conversion option
has not been exercised.

The company expects the note and stock issuance to be completed on
June 30, 2006.  Proceeds from the three offerings will be used to
finance the recently announced $932 million in Barnett Shale
acquisitions as well as to refinance borrowings under the
company's secured revolving credit facility which totaled
$444 million at March 31, 2006.

Fitch rates Chesapeake's debt with a Stable Outlook:

   -- Issuer default rating at 'BB'

   -- Senior unsecured debt at 'BB'

   -- Senior secured revolving credit facility and hedge facility
      at 'BBB-'

   -- Convertible preferred stock at 'B+'

In line with Fitch's expectations, Chesapeake continues to finance
its aggressive acquisition strategy with a balanced mix of roughly
50% debt and 50% equity (note that Chesapeake issued $500 million
of 6.5% notes due 2017 in the first quarter of 2006).  Thus far in
2006, the company has announced or closed nearly $2.0 billion in
acquisitions with the latest transactions expected to close by the
end of July.

Chesapeake's ratings continue to be supported by:

   * the size and 'low risk' profile of its oil and gas reserves;

   * its robust organic reserve replacement and growth at economic
     costs; and

   * its conservative hedging strategy which has given a good line
     of sight to the expected cash flows over the next several
     quarters.

Of concern remains the rising cost of acquisitions and
Chesapeake's leverage versus its peer group.  As noted in Fitch's
June 6, 2006, affirmation of Chesapeake's ratings, Fitch views the
balanced acquisition financing positively.  The company's debt-to-
proven reserve metrics, however, are among the highest in the
industry after allocating a percentage of the company's debt to
the company's drilling rigs and a percentage of the company's
preferred stock as debt.

Future acquisitions remain almost a certainty and, given the
prices for proven reserves and the mix of debt and equity, they
will be leveraging as debt to reserve metrics will rise.

Chesapeake is an Oklahoma City-based company focused on the
exploration, production and development of natural gas.  The
company's proved reserves remain predominantly natural gas and
are based 100% in North America.  Chesapeake's operations are
concentrated primarily in the Mid-Continent, South Texas, the
Permian Basin, and the Appalachia Basin.  The company's reserve
growth in recent years reflects the company's aggressive
acquisition strategy and consistent success through the drill-bit.


CITIGROUP MORTGAGE: DBRS Rates $9.7 Million Certs. at BB(high)
--------------------------------------------------------------
Dominion Bond Rating Service assigned these ratings to the Asset-
Backed Pass-Through Certificates, Series 2006-NC1, issued by
Citigroup Mortgage Loan Trust 2006-NC1:

   * $232.1 million, Asset-Backed Pass-Through Certificates,
     Series 2006-NC1, Class A-1 New Rating AAA

   * $260.2 million, Asset-Backed Pass-Through Certificates,
     Series 2006-NC2, Class A-2A New Rating AAA

   * $135.0 million, Asset-Backed Pass-Through Certificates,
     Series 2006-NC2, Class A-2B New Rating AAA

   * $74.9 million, Asset-Backed Pass-Through Certificates,
     Series 2006-NC2, Class A-2C New Rating AAA

   * $50.9 million, Asset-Backed Pass-Through Certificates,
     Series 2006-NC2, Class A-2D New Rating AAA

   * $39.9 million, Asset-Backed Pass-Through Certificates,
     Series 2006-NC2, Class M-1 New Rating AA (high)

   * $47.7 million, Asset-Backed Pass-Through Certificates,
     Series 2006-NC2, Class M-2 New Rating AA

   * $18.5 million, Asset-Backed Pass-Through Certificates,
     Series 2006-NC2, Class M-3 New Rating AA (low)

   * $16.5 million, Asset-Backed Pass-Through Certificates,
     Series 2006-NC2, Class M-4 New Rating A (high)

   * $16.6 million, Asset-Backed Pass-Through Certificates,
     Series 2006-NC2, Class M-5 New Rating A

   * $13.1 million, Asset-Backed Pass-Through Certificates,
     Series 2006-NC2, Class M-6 New Rating A (low)

   * $14.6 million, Asset-Backed Pass-Through Certificates,
     Series 2006-NC2, Class M-7 New Rating BBB (high)

   * $6.8 million, Asset-Backed Pass-Through Certificates,
     Series 2006-NC2, Class M-8 New Rating BBB

   * $10.7 million, Asset-Backed Pass-Through Certificates,
     Series 2006-NC2, Class M-9 New Rating BBB (low)

   * $10.2 million, Asset-Backed Pass-Through Certificates,
     Series 2006-NC2, Class M-10 New Rating BBB (low)

   * $9.7 million, Asset-Backed Pass-Through Certificates,
     Series 2006-NC2, Class M-11 New Rating BB (high)

The AAA ratings on the Class A Certificates reflect 22.65% of
credit enhancement provided by the subordinate classes, initial
overcollateralization, and monthly excess spread.  The AA (high)
rating on Class M-1 reflects 18.55% of credit enhancement.  The AA
rating on Class M-2 reflects 13.65% of credit enhancement.  The AA
(low) rating on Class M-3 reflects 11.75% of credit enhancement.  
The A (high) rating on Class M-4 reflects 10.05% of credit
enhancement.  The "A" rating on Class M-5 reflects 8.35% of credit
enhancement.  The A (low) rating on Class M-6 reflects 7.00% of
credit enhancement.  The BBB (high) rating on Class M-7 reflects
5.50% of credit enhancement.  The BBB rating on Class M-8 reflects
4.80% of credit enhancement.  The BBB (low) rating on Class M-9
reflects 3.70% of credit enhancement.  BBB (low) rating on Class
M-10 reflects 2.65% of credit enhancement.  The BB (high) rating
on Class M-11 reflects 1.65% of credit enhancement.

The ratings on the Certificates also reflect the quality of the
underlying assets and the capabilities of Wells Fargo Bank,
National Association as Servicer, as well as the integrity of the
legal structure of the transaction.  U.S. Bank National
Association will act as Trustee.  The Trust will enter into an
interest rate swap agreement with Citibank, N.A.  The Trust will
pay to the Swap Provider a fixed payment of 5.52 % per annum in
exchange for a floating payment at LIBOR from the Swap Provider.  
In addition, the Certificate holders will receive the benefits of
an interest rate cap agreement with a strike of 5.35% with
Citibank, N.A.

Interest and principal payments collected from the mortgage loans
will be distributed on the 25th day of each month, commencing in
July 2006.  Interest will be paid first to the Class A
Certificates on a pro rata basis, and then sequentially to the
subordinate Certificates.  Until the step-down date, principal
collected will be paid exclusively to the Class A Certificates
unless their respective note balances have been reduced to zero.

After the step-down date, and provided that certain performance
tests have been met, principal payments will be distributed among
all classes on a pro rata basis.  In addition, provided that
certain performance tests have been met, the level of
overcollateralization may be allowed to step down to 3.3% of the
then-current balance of the mortgage loans.

All of the mortgage loans in the Underlying Trust were originated
or acquired by New Century Mortgage Corporation.  As of the cut-
off date, the aggregate principal balance of the mortgage loans is
$973,489,502. The weighted average mortgage rate is 8.5%, the
weighted average FICO 620, and the weighted average original loan-
to-value ratio 81.22%, without taking into consideration the
combined loan-to-value on the piggybacked loans.


CKE RESTAURANTS: Earns $16.2 Million in First Quarter Ended May 22
------------------------------------------------------------------
CKE Restaurants, Inc. filed on Form 10-Q its first quarter results
for the sixteen weeks ended May 22, 2006, with the Securities and
Exchange Commission on June 26, 2006.
       
                     First Quarter Highlights

   * First quarter net income was $16.2 million versus
     $16.0 million in the prior year quarter.  This year's results
     include $10.8 million in income tax expense versus $600,000
     in the prior year quarter.  The $10.8 million in tax expense
     for the current quarter includes $10.0 million of deferred
     income taxes primarily related to the utilization of net
     operating loss and tax credit carryforwards;

   * First quarter income before taxes grew to $27.0 million, a
     $10.3 million, or 62% increase, over the prior year quarter.
     This year's pretax results include stock compensation expense
     of $1.8 million, while no comparable expense was recorded in
     the prior year quarter;

   * First quarter operating income was $33.6 million for the
     current year quarter, an increase of $10.5 million over the
     prior year quarter's operating income of $23.1 million;

   * Same-store sales increased 5.6% at both Carl's Jr. and
     Hardee's company-operated restaurants, compared to the prior
     year quarter;

   * Restaurant operating costs at Carl's Jr. company-operated
     stores declined 300 basis points, compared to the prior year
     quarter, to 75.1% of company-operated revenue.  The
     improvement was primarily due to improved fixed cost leverage
     as a result of higher same-store sales, lower direct labor
     expense and reduced workers' compensation claims expense;

   * Restaurant operating costs at Hardee's company-operated
     stores declined 380 basis points, compared to the prior year
     quarter, to 82% of company-operated revenue.  The improvement
     was primarily due to reduced occupancy and direct labor
     expense as a result of higher same-store sales, as well as
     lower food costs;

   * Average unit volumes for the trailing 13 periods increased to
     $1,365,000 and $892,000 at company-operated Carl's Jr. and
     Hardee's restaurants, respectively;

   * Consolidated revenue for the current year quarter was
     $488.6 million, a 4.9% increase from the prior year quarter;

   * For the 16 weeks ended May 22, 2006, the Company generated
     earnings before interest, taxes, depreciation and
     amortization and facility action charges of $55.2 million.
     For the trailing four fiscal quarters, the Company generated
     Adjusted EBITDA of $162.5 million.  The trailing results
     include an $11.0 million charge to purchase stock options
     from the Company's former Chairman, which has not been added
     back to earnings in the preceding calculation; and

   * Fully diluted shares outstanding for the sixteen weeks ended
     May 22, 2006, were 73.2 million.

"We are pleased to report net income of $16.2 million for the
first quarter, an improvement over the prior year's result despite
a pre-tax stock compensation expense of $1.8 million and the
impact of $10.1 million in additional income tax expense for the
quarter," Andrew F. Puzder, president and chief executive officer,
said.

"Even in a challenging macroeconomic environment, both Carl's Jr.
and Hardee's recorded same-store sales increases of 5.6%, driven
by our premium quality product strategy, successful new product
introductions and our efforts to expand Hardee's appeal via the
selective development of other menu categories.

"As our first quarter results show, we are well positioned to
pursue the Company's growth opportunities as well as the items
detailed in our capital plan which we presented during our fiscal
2006 year-end earnings call.  We also remain on schedule to return
more than $17 million to stockholders during fiscal 2007 through
quarterly cash dividends and common stock repurchases."

                            Carl's Jr.

"Same-store sales at company-operated Carl's Jr. restaurants
increased 5.6% during the first quarter.  On a two-year cumulative
basis, Carl's Jr. same-store sales were up approximately eight
percent for the first quarter.  Revenues at company-operated
Carl's Jr. restaurants increased $10.1 million, or 5.7%, over the
prior year quarter," Puzder continued.

"During the quarter, Carl's Jr. promoted the unique Jalapeno
Burgera and 'bigger, better' Bacon Swiss Crispy Chicken Sandwicha,
and continued its efforts to expand its breakfast day-part with
the promotion of the Steak 'N' Egg Burritoa.  Average unit volume
at Carl's Jr. increased to $1,365,000 -- a $24,000 increase since
the end of fiscal 2006 and an all-time high.

"Carl's Jr. reduced its cost of restaurant operations at its
company-operated stores by 300 basis points over the prior-year
quarter, to 75.1% of revenue.  The improvement was due primarily
to better fixed cost leverage as a result of our same-store sales
increase, reduced workers' compensation claims expense and lower
direct labor costs.  Carl's Jr. generated $27.7 million of
operating income during the first quarter, an increase of
$6.4 million or 30.1% over the prior year quarter."

                             Hardee's

"Same-store sales at company-operated Hardee's restaurants
increased 5.6% during the first quarter, lapping essentially flat
results in the prior year quarter," Puzder added.

"Revenue from company-operated Hardee's restaurants increased
$10.2 million, or 5.7%, over the prior year quarter.  Hardee's
returned to its core Thickburgera lineup with the introduction of
the Philly Cheesesteak Thickburgera during the final period of the
quarter after featuring a line of complementary products at the
start of the quarter, including the Big Chicken Filleta, Red
Burrito Taco Salada, and an improved value offering, a 1/4-lb.
Double Cheeseburger.  Hardee's also introduced the Steak 'N' Egg
Burritoa during the period.  Hardee's average unit volume
increased to $892,000, an $18,000 increase from the end of fiscal
2006 and a 10-year high.

"Hardee's cost of restaurant operations at its company-operated
stores improved 380 basis points over the prior year quarter, to
82% percent of revenue.  The improvement was due primarily to
better-fixed cost leverage as a result of our same-store sales
increase.

Hardee's also benefited from a 110 basis point reduction in labor
costs as well as a nearly 70 basis point reduction in food and
packaging costs.  For the first quarter, Hardee's generated
operating income of $7.8 million, which is an improvement of
$3.6 million, or 87%, over the prior year operating income of
$4.2 million.

"We will continue to focus on the fundamentals within our
restaurants, including our premium product strategy and 'Six
Dollar Service, effective advertising and cost control.  We will
also selectively build-out existing core markets to enhance our
marketing presence.  Further, in keeping with our capital plan
laid out in April, we are increasing our dual-branding efforts at
both of our core brands and are scheduled to begin remodeling our
Company-operated store base later this summer.  We are very
pleased with our results for the first quarter and look forward to
continuing to provide value to our stockholders," Puzder
concluded.

Full-text copies of the Company's first quarter results for the
sixteen weeks ended May 22, 2006, are available for free at
http://ResearchArchives.com/t/s?c98

Based in Carpinteria, Calif., CKE Restaurants, Inc. (NYSE: CKR)
through its subsidiaries, franchisees and licensees, operates some
of the most popular U.S. regional brands in quick-service and
fast-casual dining, including the Carl's Jr.(R), Hardee's(R), La
Salsa Fresh Mexican Grill(R) and Green Burrito(R) restaurant
brands.  The Company operates 3,141 franchised, licensed or
company-operated restaurants in 43 states and in 13 countries,
including 1,062 Carl's Jr. restaurants, 1,963 Hardee's restaurants
and 100 La Salsa Fresh Mexican Grilla restaurants.

                           *     *     *

Standard & Poor's Ratings Services raised its ratings on CKE
Restaurants Inc. in July 2005.  The corporate credit and
senior secured debt ratings were raised to 'B+' from 'B', and
the subordinated debt rating was elevated to 'B-' from 'CCC+'.
S&P said the outlook is stable.


CLEAN HARBORS: Moody's Rates Proposed $30 Mil. Senior Loan at Ba1
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the proposed
$30 million senior secured term loan facility of Clean Harbors,
Inc.  

Concurrently, Moody's affirmed the B1 Corporate Family Rating and
changed the outlook to positive from stable.  In addition, Moody's
upgraded the existing $70 million revolver to Ba1 from Ba3, the
existing secured synthetic credit facility to Ba1 from B1 and the
remaining $97.5 million of second lien senior notes to B1 from B2.

The proposed $30 million senior secured term loan facility along
with about $32.5 million of cash will be used to finance the
acquisition of Teris, L.L.C. from SITA U.S.A., Inc., a subsidiary
of Suez Environnement, S.A. for $52.5 million and to pay
associated transaction costs and expenses.

The ratings recognize ongoing improvement in the company's credit
statistics including strong revenue growth, operating margin
improvements, consistent financial performance in recent quarters,
and a favorable current environment for the company's services.  
Moody's also notes that the company continues to experience
benefits from the outsourcing trends in the hazardous waste
industry.  

Notwithstanding Clean Harbors' leading market position, scale and
revenue diversification, the ratings remain constrained by off
balance sheet obligations related to approximately $170 million of
environmental liabilities as of March 31, 2006 and operating lease
commitments which have been capitalized for credit rating
purposes.

Sustainable adjusted free cash flow to debt ratios comfortably in
excess of 5% combined with adjusted debt to EBITDA ratios of
3.5 times or less could result in a further upgrade.  Weak or
negative free cash flow, declining operating margins or further
debt-financed acquisitions could cause the outlook to revert to
stable.

Moody's took these rating actions:

   * Assigned a Ba1 rating to the proposed $30 million senior
     secured term loan;

   * Upgraded to Ba1 from Ba3 the $70 million senior secured
     revolving facility, due 2010;

   * Upgraded to Ba1 from B1 the $50 million secured letters of
     credit facility, due 2010;

   * Upgraded to B1 from B2 the $97.5 million 11.25% guaranteed
     second lien senior notes, due 2012;

   * Affirmed the B1 Corporate Family Rating.

The outlook for the ratings was changed to positive from stable.

The ratings are contingent upon the closing of the proposed
acquisition and the receipt of executed documentation in form and
substance acceptable to Moody's.

For further detail, refer to Moody's Credit Opinion for Clean
Harbors, Inc.

Headquartered in Norwell, Massachussetts, Clean Harbors, Inc. is a
leading North American provider of environmental and hazardous
waste management services.  The company's infrastructure consists
of 48 waste management facilities, including nine landfills, five
incineration locations and seven wastewater treatment centers.   
The company provides essential services to more than 45,000
customers, including more than 175 Fortune 500 companies.  Revenue
for the twelve months ended March 31, 2006 was approximately $731
million.


CONGOLEUM CORP: Can't Hire Navigant Due to Conflict of Interest
---------------------------------------------------------------
The Honorable Kathryn G. Ferguson denied the request of Congoleum
Corp. and its debtor-affiliates to hire Navigant Consulting, Inc.,
as their consultant with respect to a proposed trust distribution
procedure.

The Debtors wanted Navigant Consulting to:

    a. advise them with regard to the proposed TDP; and

    b. to the extent necessary, provide a liability analysis for
       bodily injury claims derived from Congoleum products, which
       may involve analysis of the debtors' products and
       workforce, creation of claims data file from the debtors'
       paper files or cleanup of existing data files, analysis of
       claims data, and estimation of future claims and of total
       claims liability, as well as analysis and critique of
       reports by the experts retained by other parties in
       interest.

The Debtors disclosed that the firm's professionals bill:

       Professional                      Hourly Rate
       ------------                      -----------
       Managing Director                 $375 - $550
       Director                          $300 - $450
       Associate Director                $250 - $350
       Managing Consultant               $220 - $280
       Senior Consultant                 $180 - $220
       Consultant                        $150 to $190

                           Objections

As raised by several parties-in-interest to the U.S. Bankruptcy
Court for the District of New Jersey, Navigant does not meet the
requirement imposed by Section 327(a) of the Bankruptcy Code.  
That section mandates that professionals hired in the Debtors'
bankruptcy cases should not hold material interests adverse to the
Debtors' estates and are disinterested as defined in Section
101(14) of the Bankruptcy Code.

Century Indemnity Company, ACE American Insurance Company, ACE
Property and Casualty Insurance Company, the United States Trustee
and several other parties-in-interest pointed out that Navigant
simultaneously represented other parties in this case.  The
objecting parties argued that adverse interests -- whether actual
or potential -- could bring chaos to the bankruptcy cases.  

Navigant represent at least 12 parties-in-interest in the Debtors'
cases, raising actual conflicts-of-interest.  Navigant cannot be
expected to go against one in favor of the other.  Its allegiance
will obviously be torn, the objecting parties contended.  

                   About Congoleum Corporation

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.  

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennanat, Esq., at Pillsbury Winthrop Shaw Pittman LLP represent
the Debtors in their restructuring efforts.  Elihu Insulbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Claimants' Committee.  R. Scott Williams serves as the Futures
Representative, and is represented by lawyers at Swidler Berlin
LLP.  Michael S. Stamer, Esq., at Akin Gump Strauss Hauer & Feld
LLP represent the Official Committee of Unsecured Bondholders.  
When Congoleum filed for protection from its creditors, it listed
$187,126,000 in total assets and $205,940,000 in total debts.

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


CONTINENTAL AIRLINES: Prices Secondary Offering of Common Stock  
---------------------------------------------------------------
Continental Airlines, Inc., priced an offering of 6,562,500 shares
of Class A non-voting shares at $21.75 per share.  The
underwriters have a 30-day option to purchase up to an additional
984,375 shares from Continental Airlines to cover over-allotments,
if any.  Continental Airlines will continue to hold a 12.3%
interest in Copa Holdings (or a 10% interest if the over-allotment
option is exercised in full).  None of Copa Holdings' other
shareholders are selling their shares in this offering and Copa
Holdings will not receive any of the proceeds from the offering.

As reported in the Troubled Company Reporter on Jan. 20, 2006,
Continental Airlines sold the 9,000,000 shares it held in
Copa Holdings SA, operator of Panama's Compania Panamena de
Aviacion, or Copa Airlines.  The shares sold for $172 million in
an initial public offering.  It however, retained 30% of Copa's
Class A shares.  Continental bought the shares for $53 million
in 1998.

Morgan Stanley and Merrill Lynch & Co. are acting as joint book-
running managers of the offering.

Registration statements relating to these securities were filed
and declared effective by the Securities and Exchange Commission.  
The offering is being made by means of a prospectus, copies of
which may be obtained from the prospectus department of either:

     Morgan Stanley
     180 Varick Street 2/F
     New York, NY 10014
     Telephone (866) 718-1649

               or

     Merrill Lynch & Co.
     4 World Financial Center
     New York, NY 10080
     Telephone (212) 449-1000

                   About Continental Airlines

Continental Airlines (NYSE: CAL) -- http://continental.com/--   
serves 128 domestic and 111 international destinations and nearly
200 additional points via codeshare partner airlines.  With 42,000
mainline employees, the airline has hubs serving New York,
Houston, Cleveland and Guam, and carries approximately 51 million
passengers per year.

                          *     *     *

As reported in the Troubled Company Reporter on May 29, 2006,
Standard & Poor's Ratings Services assigned its 'AAA' preliminary
rating to Continental Airlines Inc.'s (B/Negative/B-3) $190
million Class G pass-through certificates, and its 'B+'
preliminary rating to the $130 million Class B pass-through
certificates.

As reported in the Troubled Company Reporter on May 26, 2006,
Moody's Investors Service assigned Aaa rating to the Class G
Certificates and B1 rating to the Class B Certificates of
Continental Airlines, Inc.'s 2006-1 Pass Through Trusts Pass
Through Certificates, Series 2006-1.


CONTINENTAL GROUP: S&P Rates $160 Million Bank Facilities at B
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to The Continental Group, a distributor and value-
added service provider of pipe, tube, bar and other metals
products for use in the oilfield services sector.  The outlook is
stable.

At the same time, the company's proposed $160 million senior
secured bank facilities were assigned a 'B' rating and a '3'
recovery rating, indicating expectations for a meaningful recovery
of principal (50%-80%) in a simulated payment default.

Pro forma for the bank debt issuance, Houston, Texas-based
Continental is projected to have $135 million in debt outstanding.

"The ratings reflect Continental's vulnerable business position as
a niche supplier of metal products, low barriers to entry, highly
cyclical end markets, large working-capital requirements, and a
highly leveraged financial profile," said Standard & Poor's credit
analyst David Lundberg.

These weaknesses are only partially offset by:

   * the company's recent strong financial performance;
   * long-standing customer relationships; and
   * limited capital expenditure requirements.


CYBER DEFENSE: March 31 Balance Sheet Upside-Down by $4.2 Million
-----------------------------------------------------------------
Cyber Defense Systems, Inc., filed its financial statements for
the quarter ended March 31, 2006, with the Securities and Exchange
Commission.

The Company reported a $3,193,055 net loss for the three months
ended March 31, 2006, versus a $5,691,147 net loss for the three
months ended March 31, 2005.

At March 31, 2006, the Company's balance sheet showed $16,107,915
in total assets and $20,375,089 in total liabilities, resulting in
a stockholders' deficit of $4,267,174.

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

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 24, 2006,
Hansen, Barnett & Maxwell, in Salt Lake City, Utah, expressed
substantial doubt about Cyber Defense Systems, Inc.'s ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditing firm pointed to the Company's working capital
deficits and losses from operations.  At Dec. 31, 2005, the
Company had a $1,773,958 stockholders' deficit and a $16,444,035
working capital deficit.

Based in St. Petersburg, Florida, Cyber Defense Systems, Inc.
(OTCBB:CYDF) -- http://www.cyberdefensesystems.com/-- offers   
security solutions for the military, government, and the private
sector.  Cyber Defense manufactures new generation airships for
surveillance and communication.


DANA CORP: Dana Canada Inks $100 Mil. Credit Pact With Citibank
---------------------------------------------------------------
Dana Canada Corporation and certain of its Canadian affiliates
entered into a credit agreement with:

   * Citibank Canada,
   * JPMorgan Chase Bank, N.A., Toronto Branch, and
   * Bank of America, N.A., Canada Branch.

The Canadian Credit Agreement, signed on June 22, 2006, provides
for a revolving credit facility in an aggregate amount of up to
$100,000,000, of which $5,000,000 will be available for the
issuance of letters of credit.

According to Michael L. DeBacker, vice president, general counsel
and secretary of Dana Corporation, the proceeds of the Canadian
Credit Agreement will be available to provide for Dana Canada's
working capital and general corporate expenses, as well as to
provide additional liquidity to Dana Corporation and its United
States affiliates, if necessary.

All of the loans and other obligations under the Canadian Credit
Agreement will be due and payable on the earlier of:

   (i) 24 months after the effective date of the Canadian Credit
       Agreement; or

  (ii) the termination of the Senior Secured Superpriority DIP
       Credit Agreement dated as of March 3, 2006, among Dana
       Corporation and certain of its U.S. subsidiaries, on the
       one hand, and Citicorp North America, Inc., Bank of
       America, N.A., and JPMorgan Chase Bank, N.A., on the other
       hand.

Prior to maturity, Dana Canada will be required to make mandatory
prepayments under the Canadian Credit Agreement if the loans and
letters of credit exceed the available commitments from the
proceeds of certain asset sales and the issuance of additional
indebtedness.

Interest under the Canadian Credit Agreement will accrue, at Dana
Canada's option, either at:

   (i) the London interbank offered rate (LIBOR) plus a per annum
       margin of 2.25%, or

  (ii) the prime rate in Toronto plus a per annum margin of 1.25%
       Dana Canada will pay a fee for issued and undrawn letters
       of credit in an amount per annum equal to the applicable
       LIBOR.

The Canadian Credit Agreement is guaranteed by substantially all
of the Canadian affiliates of Dana Canada.  As collateral, Dana
Canada and each of its guarantor affiliates has granted a
security interest in and lien on effectively all of its assets,
including a pledge of 66% of the equity interests of each direct
foreign subsidiary owned by Dana Canada and each of its Canadian
affiliates.

Under the Canadian Credit Agreement, Dana Canada and each of its
Canadian affiliates will be required to comply with customary
affirmative and negative covenants for facilities of that type.  
Dana Canada must maintain a minimum availability under the
Canadian Credit Agreement.

The Canadian Credit Agreement includes customary events of
default for facilities of that type, including failure to pay
principal or other amounts, breach of representations and
warranties, among others.  In an event of default, Dana Canada's
lenders may have the right to:

   -- terminate their commitments under the Canadian Credit
      Agreement;

   -- accelerate the repayment of all of Dana Canada's
      obligations; and

   -- foreclose on the collateral granted to them.

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. 13;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DELPHI CORP: Court Okays Proposed MobileAria Bid Procedures
-----------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York approved the Bidding Procedures, the
Bid Protections, the form and manner of sale notices related to
the proposed sale of MobileAria, Inc., a debtor-affiliates in
Delphi Corporation's bankruptcy case.

A full-text copy of the Bidding Procedures is available for free
at http://ResearchArchives.com/t/s?b56

The Court will consider the sale, the successful bidder, and
confirm the results of an auction, if any, at a Sale Hearing
scheduled on July 19, 2006, at 10:00 a.m.

On the closing date of the Sale, MobileAria Inc. will pay the
amounts owing for prepetition arrearages, if any, on contracts
that will be assumed and assigned.  MobileAria's records reflect
that all postpetition amounts owing under the contracts have been
paid and will continue to be paid until the assumption and
assignment.

A 375-page list of the contracts and their corresponding cure
amounts is available for free at
http://ResearchArchives.com/t/s?ccb

In a supplemental notice, MobileAria says that it will also
assume a manufacturing service and license agreement with
Prolificx New Zealand Ltd. and a mutual confidentiality agreement
with the Prolificx Group.  The cure obligation with respect to
the service and license agreement totals $746.

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


DELPHI CORP: Unions Voice Support for Attrition Plan Supplements
----------------------------------------------------------------
United Auto Workers supports approval of the supplement to the
UAW Special Hourly Attrition Program.  UAW believes that the
Supplemental Plan represents an important and constructive step
forward in the framework the parties have established to address
Delphi Corp. and its debtor-affiliates' labor issues.

UAW also supports approval of the Special Attrition Program for
employees represented by the International Union of Electronic,
Electrical, Electrical, Technical Salaried and Machine Workers -
Communication Workers of America.

IUE-CWA says that the IUE-CWA Special Attrition Program represents
a positive step in the parties' efforts.  Constructive results
achieved in the program demonstrate the value of consensual
resolution of difficult and complex matters affective thousands of
hourly employees and their families.

As reported in the Troubled Company Reporter on June 27, 2006, the
IUE-CWA package provides special retirement options for 3,290
members who can either take a $35,000 bonus for a normal or early
retirement, take a 50 and 10 mutually satisfactory retirement, or
elect to participate in a special program where workers with
between 26 years and less than 30 years can grow into retirement.

                            Objections

(1) Wilmington Trust

Wilmington Trust Company disagrees with Delphi Corp.'s continuing
efforts to bear the entire financial burden of restructuring the
labor costs of its operating subsidiaries.  The Debtors have not
demonstrated that Delphi will receive any concrete benefit from
that restructuring, Edward M. Fox, Esq., at Kirkpatrick &
Lockhart Nicholson Graham LLP, in New York, argues.

Wilmington Trust also objects to granting General Motors
Corporation an allowed claim without any showing that GM has
provided a postpetition benefit to Delphi.

If GM asserted an administrative claim against Delphi, it would
be required to demonstrate that it provided "a concrete,
discernable benefit . . . because a speculative benefit is not
enough to warrant an administrative claim priority," Mr. Fox
contends, citing In re Enron Corp. 279 B.R. 79, 86 (Bankr.
S.D.N.Y. 2002).

Based on undisputed facts in the record, asserts Mr. Fox, it
appears that GM's payments will not provide any demonstrable
benefit to Delphi.

According to Mr. Fox, since Delphi does not actually employ any
of the Debtors' unionized employees, and will not realize any
direct benefit from reducing that workforce, there is no business
justification for Delphi to expend millions of dollars and incur
substantial liabilities to GM to fund an attrition program for
the benefit of its operating subsidiaries, which appear to be
insolvent.

Wilmington Trust is indenture trustee with respect to
$2,000,000,000 in senior notes and debentures issued by Delphi.

(2) Creditors Committee

The Official Committee of Unsecured Creditors believes that as
the Debtors enlist GM's assistance to fund the attrition program,
the Debtors are embarking their estates on a program of
incremental allowance and waiver of defenses to GM's claims.

Robert J. Rosenberg, Esq., at Latham & Watkins, LLP, in New York,
tells the Court that it would be a mistake to consider GM's
agreement to fund a portion of the attrition programs as an act
of goodwill.  GM is acting out of its own self-interest by
agreeing to provide some funding now in exchange for substantial
allowed claims and a dramatic reduction of its contingent
liabilities to the Debtors' unions, Mr. Rosenberg asserts.  

Under the proposed attrition programs, the Debtors have agreed
either to allow or not to object to GM's claims that could total
$700,000,000.  The Creditors Committee believes that GM should
bear more of the costs of the attrition programs because GM
independently agreed to pay a significant portion of the costs
relating to these programs in bilateral prepetition benefit
guarantees it entered into with UAW and IUE-CWA.  Even though GM
has undertaken other obligations under these programs, these
obligations are an unfortunate but unavoidable consequence of its
spin-off of the Debtors.

Mr. Rosenberg urges the Court not view the new attrition programs
as "reasonably comparable" to the original attrition program with
the UAW.

At the April 7, 2006, hearing on the Original UAW Attrition
Program, the Court stated that it would approve future attrition
programs with other unions, unless those future programs involve
different material considerations involving the Debtors' rights
against GM.

The proposed attrition programs, Mr. Rosenberg notes, involve
different material considerations.  Mr. Rosenberg points out that
unlike the Original UAW Attrition Program, the new attrition
programs would create massive allowed claims in favor of GM
against the Debtors on account of the buyout payments GM makes to
UAW-represented and IUE-represented employees who agree to sever
all ties with GM and Delphi, except vested pension benefits.  
These claims would be completely immune from challenge on any
ground by any party, including the Committee.

Mr. Rosenberg adds that in the IUE-CWA attrition program, the
Debtors are waiving their right to object to the allowance of
certain GM claims.

The Creditors Committee wants the Court to assure the Debtors'
unsecured creditors that their interest to seek reduction of GM's
claims is fully protected and is in no way diminished by the new
attrition programs.

(3) Equity Committee

The Official Committee of Equity Security Holders is concerned
that certain provisions in the new attrition programs may
inappropriately enhance the size and nature of GM's claims.  The
Equity Committee believes that significant affirmative claims and
avoidance actions may exist against GM.

Bonnie Steingart, Esq., at Fried, Frank, Harris, Shriver &
Jacobson LLP, in New York, asserts that the new attrition
programs have provisions that inflate and insulate the claims
that GM may assert, while simultaneously limiting the reservation
of rights afforded parties-in-interest to challenge those claims.

The new attrition programs must be modified to expressly protect
all rights of any party-in-interest to challenge and object to
the various claims GM may assert.

To the extent GM is given an allowed claim against the
Debtors under the new attrition programs, the Equity Committee
wants that claim to be subject to reconsideration under Section
502(d) of the Bankruptcy Code.

Section 502(d) provides that the Court will disallow any claim of
any entity that is a transferee of a transfer avoidable under
Section 548 of the Bankruptcy Code, unless that entity or
transferee has paid the amount, or turned over any property, for
which that entity or transferee is liable.

(4) Ad Hoc Equity Committee

The Debtors have taken the position that they will not respond to
discovery requests unless the party seeking discovery has filed
an objection in response to one of the Debtors' motions.  The Ad
Hoc Equity Committee believes this position is a delay tactic
that results in needless expense to the Debtors' estates and to
the parties-in-interest.

Frank L. Eaton, Esq., at White & Case, LLP, in Miami, Florida,
argues that the Debtors' conclusions that the new attrition
programs will have a positive impact on Delphi's cash flow does
not constitute the type of thorough and comprehensive analysis
that stakeholders require to assess the impact of those programs.

The Ad Hoc Equity Committee is particularly concerned that the
cost to Delphi, both in terms of cash expenditures and in
potentially allowed claims to GM, exceeds the benefits to be
gained and may be excessive in light of the legal obligations
Delphi owes to its employees.  

The new attrition programs are not part of a resolution of
Delphi's larger labor issues, Mr. Eaton maintains.  Thus, the new
attrition programs will potentially cost the estate billions of
dollars while still leaving Delphi subject to the possibility of
a crippling strike.

Without additional information regarding the anticipated
financial and economic impact on all or any of the Debtors, it is
impossible for any of the Debtors' stakeholders to assess the
detriments and benefits of the new attrition programs, Mr. Eaton
says.

The Ad Hoc Equity Committee, like other constituencies, believes
that significant affirmative claims and avoidance actions may
exist against GM.

Appaloosa Management L.P., Wexford Capital LLC, Lampe Conway &
Co., LLC, Harbinger Capital Partners LLC, and Marathon Asset
Management LLC comprise the Ad Hoc Equity Committee.

                  Debtors Respond to Objections

"The Objectors uniformly use the Objections as a strategic
platform to unreasonably, unwisely and inappropriately bring
forward a plan of reorganization negotiation into a labor
transformation motion," John Wm. Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois, argues.

Mr. Butler notes that not a single Objector actually objects to
the labor transformation represented by, or any specific element
of, the attrition programs.

The labor transformation that all of the Objectors desperately
want to occur to preserve -- and likely create -- value for the
Debtors' estates is put at risk by the Objectors' almost
fanatical opposition to GM, Mr. Butler asserts.

Most of the Objectors appear to either misunderstand or choose to
intentionally mischaracterize the Debtors' request.  Mr. Butler
clarifies that the Debtors' request does not seek to allow any
claim of any priority to GM in connection with any pre-existing
claim that GM might be able to assert.

The UAW, IUE-CWA, GM and Delphi have agreed to expand the menu of
voluntary attrition options to include a buyout provision.  Mr.
Butler notes that not a single objector takes issue with paying
from $140,000 to $40,000 per employee to voluntarily give up their
employment and all retirement claims that the employee may have.  
Delphi elected to enter into the agreement because it is directly
liable for CBA obligations, pension obligations and retiree
obligations, including other post-employment benefit.

In determining how to fund the potential cost of the program,
Delphi could have elected to self-fund it using postpetition
borrowing lines or current estate liquidity.  This approach would
cause the funding to be "senior" to the claims of every Objector,
Mr. Butler explains.

Instead, Delphi was able to induce GM to fund half of the costs
and to accept a prepetition unsecured claim.  While GM did not
agree to this approach as a matter of altruism, GM had absolutely
no legal obligation to advance postpetition funds to Delphi.  
Moreover, Delphi is not waiving any claims that GM may have or
with respect to any pre-existing claim that GM might be able to
exert, Mr. Butler clarifies.

The Creditors' Committee, the Equity Committee, and the Appaloosa
Group have each filed objections focused on GM claims matters.  
The only disagreements that are unresolved with respect to these
objections are whether the proposed order, as drafted, expands
the claims GM might otherwise be able to assert.

The objections regarding potential claims by GM should be denied
because they are either premature or fail to acknowledge the
potential value and benefit of GM's financial contribution under
the terms of the new attrition programs, argues Mr. Butler.

In addition, Wilmington Trust has once again asserted that Delphi
should not fund any attrition programs.  According to Mr. Butler,
Wilmington Trust spins this legal assertion without any balanced
assessment, choosing to ignore facts as Delphi being the employer
under applicable labor law, the signatory to the relevant
collective bargaining agreements and the legal sponsor and
obligor with respect to retirement benefits including the
relevant pension and healthcare plans.

         Delphi Officers Support Attrition Plan Approval

Officers of Delphi or its advisors filed with the Court
declarations in support of the approval of the new attrition
programs:

(1) Kevin M. Butler

Kevin M. Butler, vice president for human resource management of
Delphi, asserts that hourly attrition programs are essential to
allow the Debtors to successfully reorganize and emerge from
their Chapter 11 cases.

As the lead negotiator on the hourly attrition programs, prior to
the execution of the UAW Supplement and the IUE-CWA Special
Attrition Program, Delphi's Human Resource officer clarifies that
he had no discussions with GM regarding GM's assertion of claims
against any Debtor estate other than Delphi's estate.

"The Hourly Attrition Programs have had, and will continue to
have, a positive effect on the overall negotiations between the
Debtors, the Unions, and GM," Mr. Butler says.  

Mr. Butler believes that implementing the UAW Supplement and the
IUE-CWA Special Attrition Program accelerates necessary attrition
and reducing the uncertainties and concerns over the impact of a
negotiated consensual resolution or a potential rejection of
labor agreements and modification of retiree benefits.  

(2) David L. Resnick

David L. Resnick, managing director at Rothschild Inc., the
Debtors' financial advisors and investment bankers, asserts that
obtaining support from GM in exchange of a prepetition unsecured
claim was the better alternative for the Debtors.

Mr. Resnick explains that unlike the UAW, the IUE-CWA does not
have flowback rights to GM.  Thus, without further consideration
there would be no opportunity for IUE employees to retire as GM
employees.  However, under the IUE-CWA Special Attrition Plan, GM
agreed to provide a "check the box" alternative to employees
exercising an early retirement option to allow them to retire as
GM employees instead of Delphi employees.

For those eligible Delphi IUE-CWA employees who "check the box,"
GM has agreed to assume Delphi's outstanding OPEB obligations to
those employees.  In exchange, GM insisted that it would be
allowed to assert a prepetition unsecured claim for these
obligations.  The Debtors agreed with the further understanding
that, in the event that GM asserts a claim, the Debtors will
retain the right to object to the economic value of that claim.

>From the Debtors' perspective, Mr. Resnick notes, the ability to
challenge the economic value of any asserted claim is a critical
aspect in terms of protecting estate value in the claims
administration process.  Moreover, all other parties-in-interest
retain their rights to object to the allowance of any claim.

(3) John D. Sheehan

John D. Sheehan, vice president, chief restructuring officer, and
chief accounting officer for Delphi, believes that implementing
the Hourly Attrition Programs and the sharing of the costs
between Delphi and GM will likely improve the Debtors' net cash
flow in 2006 and each year thereafter.

More importantly, Mr. Sheehan maintains, the attrition program
continues progress in the necessary reduction of the Debtors'
unsustainable, high-cost labor force.

Mr. Sheehan relates that the Debtors intend to continue seeking a
resolution of their remaining labor and legacy issues, preferably
through a consensual agreement but, if necessary, through the
continuation of litigated proceedings under federal law including
Sections 1113 and 1114 of the Bankruptcy Code.

                        About Delphi Corp

Based in Troy, Mich., Delphi Corporation -- http://www.delphi.com/
-- is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELPHI CORP: Court OKs Fried Frank as Equity Panel's Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Equity Security Holders of
Delphi Corporation and its debtor-affiliates to retain Fried,
Frank, Harris, Shriver & Jacobson LLP, as its attorneys.

Fried Frank will:

   (a) provide legal advice with respect to the Equity  
       Committee's rights, powers and duties in the Debtors'  
       Chapter 11 cases;

   (b) inform the Equity Committee with respect to issues  
       involving labor, pension, other post-employment benefits,  
       and General Motors Corporation, and with respect to  
       agreements that the Debtors may reach with their unions or  
       GM, and assist the Equity Committee in relaying to the  
       Debtors and other parties-in-interest its views in respect  
       of these matters;

   (c) assist the Equity Committee in its analysis and  
       negotiation of any plan of reorganization and related  
       corporate documents;

   (d) assist and advise the Equity Committee with respect to its  
       communications with the general equity body regarding  
       significant matters in the Debtors' Chapter 11 cases;

   (e) review, analyze, and advise the Equity Committee with  
       respect to documents filed with the Court and respond on  
       behalf of the Equity Committee to any and all  
       applications, motions, answers, orders, reports, and other  
       pleading in connection with the administration of the  
       Debtors' estates in their Chapter 11 cases; and

   (f) perform any other legal services requested by the Equity  
       Committee in connection with the Chapter 11 cases and the  
       confirmation and implementation of a plan reorganization.

Fried Frank's professionals will be paid at these hourly rates:

          Partners              $650 - $995
          Of Counsel            $550 - $850
          Special Counsel       $595 - $620
          Associates            $315 - $540
          Legal Assistants      $170 - $235

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


DELTA PETROLEUM: Closes $9.1 Million Property Sale in Louisiana
---------------------------------------------------------------
Delta Petroleum Corporation closed on the sale of certain
properties in Louisiana to a private party for $9.1 million on
June 15, 2006, as part of its ongoing asset rationalization
process.  The effective date of the transaction was May 1, 2006,
and the properties had net production of approximately 160 barrels
of oil equivalent per day at the time of the closing.  Proceeds
from the sale will be used to reduce the Company's borrowings
under its revolving credit facility and for general corporate
purposes.

The Company has identified other non-core properties for
divestiture, and additional property sales are expected to occur
during the summer.

                        Hedging Activity

Since the last operational update, the Company has entered into a
number of hedging contracts to mitigate commodity price volatility
through the end of 2007. The contracts are:

Natural Gas:

Term     Type of Contract       Volume       Index     Pricing
----     ----------------       ------       -----     -------
3Q2006   Put (Floor)       10,000 Mmbtu/day  NYMEX      $7.50
4Q2006   Production Collar  5,000 Mmbtu/day   CIG    $6 - $8.60
3Q2007   Production Collar 15,000 Mmbtu/day   CIG    $6 - $8.45
3Q2007   Production Collar 10,000 Mmbtu/day  NYMEX   $7 - $11.40
4Q2007   Production Collar 15,000 Mmbtu/day   CIG    $7 - $9.15
4Q2007   Production Collar 10,000 Mmbtu/day  NYMEX   $7 - $16.30

Crude Oil:

Cal 2007 Production Collar 75,000 Bbl/month  NYMEX  $65 - $84
3Q2007   Production Collar 25,000 Bbl/month  NYMEX  $65 - $82.65
4Q2007   Production Collar 25,000 Bbl/month  NYMEX  $65 - $82.65

The Company entered into a series of Colorado Interstate Gas based
hedges in order to hedge a portion of its Rocky Mountain natural
gas production.  Because Delta's physical Rocky Mountain natural
gas production is sold based on CIG, the combination of the hedge
and the Company's physical sales will not be subject to additional
basis differential to NYMEX.

                      About Delta Petroleum

Based in Denver, Colorado, Delta Petroleum Corporation (NASDAQ:
DPTR) is an oil and gas exploration and development company.  The
Company's core areas of operations are the Gulf Coast and Rocky
Mountain Regions, which comprise the majority of its proved
reserves, production and long-term growth prospects.  Its common
stock is traded on The NASDAQ National Market under the symbol
"DPTR".

                          *     *     *

As reported in the Troubled Company Reporter on March 21, 2006,
Moody's downgraded the Corporate Family Rating and the senior
unsecured notes rating for Delta Petroleum Corp., to Caa1 from B3.  
Moody's also lowered the Speculative Grade Liquidity Rating from
SGL-3 to SGL-4.  The outlook is stable.


DOANE PET: Posts $5.4 Million Net Loss in Quarter Ended April 1
---------------------------------------------------------------
Doane Pet Care Company reported a $5,406,000 net loss for the
quarter ended April 1, 2006, compared to net income of $7,176,000
earned during the same period in the prior year.

Net sales in the first quarter of fiscal 2006 decreased 11.0%, or
$29.4 million, to $237.7 million from $267.1 million in the first
quarter of fiscal 2005.  The decrease in net sales was primarily
due to lower domestic sales volumes, including lower promotional
activity, the discontinuation of domestic non-manufactured product
distribution services, and unfavorable foreign currency exchange
rate fluctuations.

At April 1, the Company's balance sheet showed total assets of
$1,106,822,000 and total liabilities of $805,641,000.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?c97

Headquartered in Brentwood, Tennessee, Doane Pet Care Company --
http://www.doanepetcare.com/-- is the largest manufacturer of   
private label pet food and the second largest manufacturer of dry
pet food overall in the United States.  The Company sells to
approximately 550 customers around the world and serves many of
the top pet food retailers in the United States, Europe and Japan.  
The Company offers its customers a full range of pet food products
for both dogs and cats.

                           *     *     *

As reported in the Troubled Company Reporter on April 28, 2006,
Standard & Poor's Ratings Services placed its ratings on Doane Pet
Care Co. on CreditWatch with positive implications.  This included
the 'B+' corporate credit rating and other ratings on the company.  

Doane Pet's 10-5/8% Senior Subordinated Notes due 2015 carry
Moody's Investors Service's Caa1 rating.


EAGLEPICHER INC: Ohio Bankruptcy Court Confirms Chapter 11 Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio has
entered an order confirming the joint plan of reorganization of
EaglePicher Incorporated and its debtor-affiliates.  

Effectiveness of the plan is conditioned on the Court's approval
of settlement agreements entered into with the U.S. Environmental
Protection Agency and several states after a mandatory period of
public comment.  The Company expects that the settlement
agreements will receive the requisite approval in time to complete
the reorganization by July 31, 2006.

The confirmation order is also conditioned on the Company
obtaining sufficient financing to complete its plan of
reorganization.  On December 30, 2005 the Company obtained new
debtor-in-possession credit facilities consisting of a
$230 million first lien facility, which includes a $70 million
revolving credit facility and a $160 million term loan, a $65
million second lien term loan and a $50 million third lien term
loan. These credit facilities are convertible at EaglePicher's
option into financing pursuant to the approved plan of
reorganization and will provide sufficient funding to complete the
reorganization.

EaglePicher's plan of reorganization provides for the transfer of
substantially all of the assets of the EaglePicher entities to
newly formed companies.  The consideration for the transferred
assets will be paid to each debtor in amounts equal to the value
of the assets transferred by that debtor.  

Under the plan, unsecured creditors of each debtor will receive
their pro rata share of that value available for unsecured
creditors after satisfaction of all secured, administrative and
priority claims.

Holders of the Company's 9.75% Senior Notes will receive their
distributions in the form of all of the common stock in the new
holding company.

All other general unsecured creditors of each debtor will receive
their distributions at their option either in the form of cash
payments over time or a single discounted cash payment.

"This is a very significant milestone towards completing
EaglePicher's reorganization," said Stuart B. Gleichenhaus,
interim Chairman, President and CEO of EaglePicher.  "We now have
all the elements in place to complete our reorganization in the
very near future.  We look forward to continuing to serve our
customers with high value products from the EaglePicher group of
companies."

                         About EaglePicher

Headquartered in Phoenix, Arizona, EaglePicher Incorporated
-- http://www.eaglepicher.com/-- is a diversified manufacturer  
and marketer of innovative advanced technology and industrial
products for space, defense, automotive, filtration,
pharmaceutical, environmental and commercial applications
worldwide.  The company along with its affiliates and parent
company, EaglePicher Holdings, Inc., filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Ohio Case No. 05-12601).
Stephen D. Lerner, Esq., at Squire, Sanders & Dempsey L.L.P,
represents the Debtors in their restructuring efforts.  Houlihan
Lokey Howard & Zukin is the Debtors financial advisor.  When the
Debtors filed for protection from their creditors, they listed
$535 million in consolidated assets and $730 in consolidated
debts.


EASY GARDENER: Wants Court to Set Aug. 14 as Claims Bar Date
------------------------------------------------------------
Easy Gardener Products, Ltd., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to set 4:00
p.m. E.T., on Aug. 14, 2006, as the deadline for their creditors
to file proofs of claims.  The Debtors also want the Court to set
Oct. 17, 2006, as the deadline for governmental units to file
their proofs of claim.  

Parties to contracts or leases, which were or will be rejected
before July 6, 2006, should have their proofs of claim received by
Aug. 14, 2006.  Parties to contracts or leases, which will be
rejected after July 6, 2006, have until 30 days after the Court's
rejection order to file their proofs of claim.

The proofs of claim must be filed with the Debtors' claim agent,
Logan & Company, Inc., at:

       Logan & Company, Inc.,
       Attn: Easy Gardener Claims Processing Department
       546 Valley Road
       Upper Montclair, New Jersey 07043

Creditors who fail to have their proofs of claim received on or
before the bar date are forever barred from asserting their
claims.  

James E. O'Neill, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub LLP, in Wilmington, Delaware explains that the fixing of
the bar dates will enable the Debtors to receive, process and
begin their initial analysis of creditors' claims in a timely and
efficient manner.  

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.


ELLIS INT'L: Tropical Integration Cues Moody's to Affirm Ratings
----------------------------------------------------------------
Moody's Investors Service affirmed Perry Ellis International
Inc.'s ratings and revised the rating outlook to stable from
negative.

The revised outlook reflects the successful integration of the
Tropical Sportswear International Inc. acquisition which closed in
February 2005.  The company has integrated this acquisition with
margins and credit metrics being maintained at levels appropriate
for the rating category.

Perry's B1 corporate family rating reflects credit and performance
metrics that are in line with the rating category with adjusted
fixed charge coverage for fiscal 2006 of approximately 2x and
adjusted debt/EBITDA of 4.5 times.  The TSI acquisition broadened
product breadth in the casual pants sector though the company
remains relatively concentrated in menswear in general and
furthermore has significant customer concentrations.   Perry's
operating margins are low relative to higher rated peers, and the
company's acquisitive nature constrains upward pressure on
ratings.

The stable outlook reflects the successful integration of the TSI
acquisition, balance sheet de-leveraging since the acquisition and
expectations financial metrics will remain in an appropriate range
for the current rating category.  The current rating and outlook
provide moderate flexibility for acquisitions provided that credit
metrics remain within an acceptable range with adjusted fixed
charge coverage greater than 2 times and adjusted debt/EBITDA
below 5 times and no integration issues arise with any
acquisition.

These ratings were affirmed:

   * Corporate Family Rating at B1
   * Senior Subordinated at B3

Perry Ellis International Inc., based in Miami, Florida, designs,
sources, markets and licenses a portfolio of brands including
Perry Ellis, Jantzen, John Henry, Cubavera, Munsingwear, Original
Penguin and Farah.  The company also operates 38 retail locations
including 3 Original Penguin locations.  Total revenue for fiscal
2006 totaled $849 million.


ENRON CORP: Accenture Settles Avoidable Transfer Suit for $547,922
------------------------------------------------------------------
On Nov. 26, 2003, Enron Corp., Enron Net Works L.L.C., ECT
Resources Corp., Enron Credit, Enron Energy Services, Inc., and
Enron North America Corp. filed Adversary Proceeding No. 03-93466
against Accenture LLP.

The Enron Parties seek to recover as preferential payments, or in
the alternative, as fraudulent transfers, prepetition transfers
$5,291,549 that Accenture received.  Accenture denied the
allegations in the complaint.

Accenture has scheduled claims against the Enron Parties:

                                                   Expected
     Schedule No.    Debtor    Allowed Amount    Distribution
     ------------    ------    --------------    ------------
      10304968        ENW         $1,691,797        $252,078
      10701972        EIM            539,120          30,730
      10701973        EESOI          117,000          18,837

Accenture and the Enron Parties have negotiated a stipulation to
resolve the Adversary Proceeding.  They agree that:

   (1) Accenture will make a $547,922 settlement payment to the
       Enron Parties;

   (2) the Adversary Proceeding will be dismissed with prejudice;

   (3) Schedule No. 10304968 will be waived and relinquished with
       prejudice;

   (4) Schedule Nos. 10701972 and 10701973 will be preserved; and

   (5) Accenture will waive and release all claims against the
       Reorganized Debtors under Section 502(h) of the Bankruptcy
       Code.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Luc A. Despins, Esq., Matthew Scott Barr,
Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy,
LLP, represent the Official Committee of Unsecured Creditors.
(Enron Bankruptcy News, Issue No. 175; Bankruptcy Creditors'
Service, Inc., 15/945-7000)


ENRON CORP: UK Units Hold $51.91 Million General Unsecured Claims
-----------------------------------------------------------------
In late 2001, Enron Capital & Trade Resources Limited, Enron Gas &
Petrochemicals Trading Limited, Enron Metals & Commodity Limited
and Enron Metals Group Limited, as successor-in-interest to Enron
Metals Limited and now known as Keresforth Three Limited, were
placed into administration under Part II of the English Insolvency
Act of 1986 in the United Kingdom.

Steven Anthony Pearson, Anthony Victor Lomas, Neville Barry Kahn
and Dipankar Moham Ghosh of PricewaterhouseCoopers LLP, in
Plumptree Court, London, were appointed as joint administrators of
EMCL, EMGL, ECTRL and EGPTL by the High Court of Justice in
London, England.  Messrs. Kahn and Ghosh were subsequently removed
as administrators on June 20, 2002, and Dec. 20, 2004.

On April 9, 2002, Enron Coal Services Limited was placed into
liquidation pursuant to Part IV of the English Insolvency Act of
1986.  Ian Christopher Oakley Smith and David James Waterhouse of
PwC were appointed joint liquidators for ECSL.

Before filing for bankruptcy, Enron Corp., Enron North America
Corp., Enron Metals & Commodity Corp., Risk Management & Trading
Corp., and Enron Gas Liquids, Inc., and the UK Enron Entities
entered into several trading and financial transactions, including
commodities trading, recharging of costs, financial and trading
swaps, foreign currency exchanges and hedging and market to
market trades.

The UK Enron Entities filed claims in the Debtors' Chapter 11
cases:

     Claimant    Debtor     Claim No.       Amount
     --------    ------     ---------       ------
     EGPTL       EGLI       15377         $935,915
     ECSL        ENA        15381        1,312,467
     EML         RMTC       24518       17,234,666
     EMCL        EMCC       24519        9,046,208
     ECTRL       ENA        24520        8,514,691
     ECTRL       RMTC       24521       18,010,011

In their 77th Omnibus Claims Objection, the Reorganized Debtors
sought to disallow and expunge Claim Nos. 15377, 15381, 24518 and
24521.

In their 78th Omnibus Claims Objection, the Reorganized Debtors
sought to reduce and allow Claim No. 24519.

In their 81st Omnibus Claims Objection, the Reorganized Debtors
sought to disallow, among others, Claim No 24520.

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

The parties agree that:

   (1) Claim No. 15377 will be allowed as a Class 17 general
       unsecured claim for $935,915;

   (2) Claim No. 15381 will be allowed as a Class 5 general
       unsecured claim for $1,312,467;   

   (3) Claim No. 24520 will be allowed as a Class 5 general
       unsecured claim for $8,514,691;

   (4) Claim No. 24521 will be allowed as a Class 109 general
       unsecured claim for $18,010,011;           

   (5) Claim No. 24519 will be allowed as a Class 3 general
       unsecured claim for $8,860,000; and

   (6) Claim No. 24518 will be reduced and allowed as a Class 3      
       general unsecured claim for $14,283,168.

Any contingent, disputed or unliquidated balance of the six
Claims will be disallowed.

The parties also agree that the Administrators or Liquidators
will apply the same approach used in resolving Claim No. 15377 in
dealing with various outstanding claims of $1,000,000 or less
that the Reorganized Debtors and their non-debtor affiliates hold
against the UK Enron Entities and their affiliated entities where
the pre-Systems Application Protocol or similar types of records
are the only evidence available to prove the claim.  The English
Courts will have the exclusive jurisdiction to these claims.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Luc A. Despins, Esq., Matthew Scott Barr,
Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy,
LLP, represent the Official Committee of Unsecured Creditors.
(Enron Bankruptcy News, Issue No. 175; Bankruptcy Creditors'
Service, Inc., 15/945-7000)


EXIDE TECHNOLOGIES: Won't Sell European Industrial Energy Group
---------------------------------------------------------------
Exide Technologies is withdrawing the planned sale of its European
Industrial Energy and Rest of World operations.

In the Form 8-K filed on April 20, 2006, Exide said that it had
begun examining a number of strategic alternatives -- including
the potential sale of the Company's European Industrial Energy
operations.

"During the first quarter of FY '07, we evaluated a number of
alternatives to increase profitability and maximize shareholder
value, Gordon A. Ulsh, President and Chief Executive Officer of
Exide Technologies said.  "As a result of this process, we have
decided not to proceed with the sale of our European Industrial
Energy and ROW business, and instead intend to maximize the value
of that business as part of our ongoing FY'07 Business Plan."

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and  
distributes lead acid batteries and other related electrical
energy storage products.  The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).  
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represented the Debtors in their successful restructuring.  
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.  (Exide Bankruptcy News, Issue No. 87;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


EXIDE TECHNOLOGIES: Reports $75 Mil. Rights Offering & Stock Sale
-----------------------------------------------------------------
Exide Technologies is planning to make a $75 million rights
offering of common stock to its shareholders.  The subscription
price for the rights offering will be equal to 80% of the average
closing price per share of the Company's common stock for the 30
trading day period ending July 6, 2006, but it will not be higher
than $4.50 per share nor lower than $3.00 per share.

The Company has also entered into a standby purchase agreement
with Tontine Capital Partners, L.P., Legg Mason Investment Trust,
Inc. and Arklow Capital, LLC pursuant to which the investors have
agreed to backstop the rights offering by exercising any rights
remaining unexercised at the close of the rights offering and
Tontine and Legg Mason have agreed to purchase at the rights
offering subscription price additional shares for $50.0 million.

The agreement is subject to several closing conditions, including
shareholder approval which will be sought at the Company's annual
meeting scheduled to take place in August 2006.  Because the
Company must register the rights offering with the Securities and
Exchange Commission, no record date has been set yet.  

The Company will utilize the proceeds of the transactions to
accelerate its restructuring plans and planned capital
expenditures.

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and  
distributes lead acid batteries and other related electrical
energy storage products.  The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).  
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represented the Debtors in their successful restructuring.  
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.  (Exide Bankruptcy News, Issue No. 87;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FAIRFAX HOLDING: DBRS Holds BB(high) Rating on Senior Unsec. Debt
-----------------------------------------------------------------
Dominion Bond Rating Service confirmed the Senior Unsecured
Long-Term Debt rating at BB (high) and restored the rating trend
to Stable.  This rating action removes the "Under Review with
Negative Implications" status that has been in place since
March 20, 2006.

At that time, the Company had not completed its year-end filings,
reflecting audit concerns at Odyssey Re, but more significantly,
had not reduced the debt ratio in line with its own guidance.  
Subsequently, the Company has completed its filings with no
financial restatement required.

While the Company and its subsidiaries are focused on underwriting
profitability and superior investment performance, financial
results have been burdened by negative reserve development in the
Runoff book and recent catastrophic losses.  However, given the
strengths of the three major operating subsidiaries and the
ambient uncertainty in the insurance industry, DBRS is presently
somewhat less focused on the Company's inability to reduce
leverage, in spite of having raised a total of $600 million in
additional equity in 2004 and 2005.

However, positive rating actions will hinge on a definitive
resolution to the continuing Runoff saga and a more focused effort
on reducing leverage.

Fairfax is focused on achieving and maintaining underwriting
profitability in its operating subsidiaries.  On an accident year
basis, each of the major subsidiaries has demonstrated improved
underwriting results.  These results are even stronger when 5 and
14 points of combined ratio related to hurricane activity in 2004
and 2005, respectively, are subtracted.  The Company can also take
credit for the reduction in expense ratios in each of its
operating subsidiaries over the past five years.

Earnings at Fairfax are exposed to investment performance,
approximately half of which reflect discretionary realized gains.  
While gains may not represent the same quality of earnings as
interest and dividends, Fairfax has consistently been able to
reproduce them as part of its superior investment management track
record.  The investment portfolio is presently 85% weighted in
cash and government bonds, which is conservative but also
consistent with the Company's cautious outlook for the equity
markets.

The Company's liquidity profile is sound, with almost
$500 million in cash held at the Fairfax holding company, though
much of this cash is earmarked to meet Fairfax's obligation to
fund payments in its European Runoff business over the next few
years.  This cash also represents a hedge against impaired
financing flexibility in the event of another year of larger than
expected catastrophic losses.  The liquidity profile is also
enhanced by the public listing of the Northbridge Financial and
Odyssey Re subsidiaries.


FEDERAL-MOGUL: Abex Claimants Want Separate Future Claimants Rep
----------------------------------------------------------------
Individual personal injury claimants that assert claims for
exposure to asbestos-containing products produced by Pneumo Abex
LLC ask the U.S. Bankruptcy Court for the District of Delaware to
appoint a separate Future Claimants' Representative in the chapter
11 cases of Federal-Mogul Corporation and its debtor-affiliates.

The Current Abex Claimants are defendants to the adversary
proceeding styled Federal-Mogul Corp., et al. v. Bobby Whitley,
et al.  The Claimants want a new representative to represent the
interests of future asbestos personal injury claimants with
claims for exposure to asbestos-containing products produced by
Pneumo Abex.

The Current Abex Claimants do not believe that Eric D. Green, the
current FCR, can adequately represent the interests of the Future
Abex Claimants.

Patricia P. McGonigle, Esq., at Seitz Van Ogtrop & Green, P.A.,
in Wilmington, Delaware, notes that the Current FCR, the Debtors
and the Official Committee of Asbestos Claimants reached an
agreement with Pneumo Abex and Cooper Industries, LLC, in
December 2005, which provided for the Pneumo Protected Parties to
receive the protection of a Section 524(g) injunction to be
issued in the Debtors' cases in exchange for contributions to be
used in the creation of a "Pneumo Abex Subtrust" to cover the
asbestos claims of Current and Future Abex Claimants.

Pursuant to the Term Sheet, the Current FCR, the Debtors, and
Asbestos Committee filed the Whitley Action against the Current
Abex Claimants and other similarly situated personal injury
claimants with claims against Pneumo Abex.  The Whitley Complaint
also requested relief against Future Abex Claimants.

"Normally, parties in such litigation have attempted to name the
FCR as a party-defendant in order to bind future claimants;
however, in the Whitley Action the Current FCR was a party-
plaintiff suing his own constituency," Ms. McGonigle says.

At a hearing in January 2006, the Court denied the request by the
Current FCR, Debtors, and ACC for a preliminary injunction
enjoining further prosecution by the Current Abex Claimants or
Future Abex Claimants of their claims against Pneumo Abex.

The Whitley Action has not been dismissed.  Ms. McGonigle relates
that the parties to the original Term Sheet continue to work
towards a revised but likely highly similar resolution of the
matter that will provide for inclusion of the Pneumo Protected
Parties in some sort of Section 524(g) trust scheme and the
channeling of all claims of the Current and Future Abex Claimants
to the trust.

Ms. McGonigle points out that in Brody v. Sugzdinis, 957 F.2d
1108, 1123 (3rd Cir. 1992), the U.S. Court of Appeals for the
Third Circuit held that representation is considered inadequate
if any of these grounds apply:

   -- The interests diverge sufficiently that the current
      representative party cannot devote proper attention to the
      other party's interests;

   -- There is collusion between the representative party
      and an opposing party; or

   -- The representative party is not diligently prosecuting
      the suit.

The Current Abex Claimants contend that the interests of the
Future Abex Claimants diverge significantly from the interests of
other asbestos claimants against the Debtors.

The asbestos claims against the Debtors stem from seven principal
streams of liability:

   1. Turner & Newall;

   2. Gasket Holdings, Inc.;

   3. Ferodo America, Inc.;

   4. Felt Products Mfg. Co.;

   5. Vellumoid Division of Federal-Mogul;

   6. Debtor Federal Mogul Products, Inc.; and

   7. The Abex Friction Products Division of Pneumo Abex, now
      owned by F-M Products.

Each of the Debtors' streams of asbestos liability arises from
conduct of different legal entities -- often involving different
types of asbestos-containing products -- Ms. McGonigle relates.  
Each stream has separate, albeit often overlapping, sets of
asbestos claimants making claims and each stream has access to
vastly different sources of recovery for asbestos claimants.

The Abex Claims are not claims against F-M Products or any other
Debtor, Ms. McGonigle points out.  To the contrary, the Abex
Claims are claims against Pneumo Abex, a non-debtor, which the
Debtors agreed to indemnify.

Furthermore, Ms. McGonigle tells the Court, the Future Abex
Claimants possess a unique source of recovery compared to the
claimants of the other six streams of asbestos liability.  Not
only is there substantial insurance covering these claims, but
also:

   -- the tortfeasor Pneumo Abex is a solvent company;

   -- Cooper Industries defends Pneumo Abex under a near-complete
      guaranty; and

   -- IC Industries, Inc., the former parent of Pneumo Abex, also
      backstops Pneumo Abex for certain asbestos liabilities.

Ms. McGonigle assures the Court that the Appointment Motion is no
way an attack on, or reproach concerning, the work or character
of the Current FCR.  Rather, she explains, it is an attempt to
remedy a conflict of interest among his current multiple
representations.

The Current Abex Claimants assert that their request is not "too
late."  Ms. McGonigle argues that is never "too late" to raise an
issue so central to the relief sought in the Debtors' Chapter 11
cases -- namely, an injunction that bars all future asbestos
claimants from proceeding against the Debtors and other protected
parties.

The claims of many of the Current Abex Claimants also did not
arise until after the Court's appointment of the Current FCR.  To
bar them from raising the issue now when they did not yet even
have standing to do so then is violative of basic due process and
fairness, Ms. McGonigle maintains.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some
$6 billion.  The Company filed for chapter 11 protection on
Oct. 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan
Esq., James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley
Austin Brown & Wood, and Laura Davis Jones Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $10.15 billion
in assets and $8.86 billion in liabilities.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath &
Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq.,
and Eric M. Sutty, Esq., at The Bayard Firm represent the Official
Committee of Unsecured Creditors.  (Federal-Mogul Bankruptcy News,
Issue No. 110; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FEDERAL-MOGUL: Court Approves U.S. Trustee-Kenesis Settlement Pact
------------------------------------------------------------------
The Honorable Judith K. Fitzgerald approved the settlement
agreement between Kelly Beaudin Stapleton, the U.S. Trustee for
Region 3, and Kenesis Group, LLC, as it applies to the chapter 11
cases of Federal-Mogul Corporation and its debtor-affiliates.

The order is, however, conditioned on the approval of the
presiding judges in the bankruptcy cases of Burns & Roe
Enterprises, Inc., and ACandS, Inc.

Judge Fitzgerald makes it clear that the Order is only binding on
Kenesis and the U.S. Trustee in that it does not release claims
by any other parties nor does it release claims, if any, against
prior owners of Kenesis.

As reported in the Troubled Company Reporter on May 25, 2006, the
Debtors are parties to a July 11, 2002, Consulting Services
Agreement with Kenesis pursuant to which Kenesis was to perform
services and pursuant to which all bills were submitted directly
from Kenesis to Federal-Mogul.

Kenesis was paid $1.7 million directly by Federal-Mogul pursuant
to the Consulting Services Agreement through December 31, 2004.

The U.S. Trustee asserted that Kenesis should have sought
retention as a professional pursuant to Section 327(a) of the
Bankruptcy Code.

Kenesis argued that its services were ministerial in nature and
do not rise to the level of professional services requiring
retention under Section 327(a).  Kenesis also asserted that even
if it were deemed a professional requiring retention under
Section 327(a), its services were more akin to those of an expert
than in the nature of a professional requiring retention under
the Bankruptcy Code.

The U.S. Trustee has not filed any objections to the retention or
payment to Kenesis.

In October 2004, the U.S. Trustee and Kenesis commenced
discussions to resolve issues of payments to and services by
Kenesis in Region 3, including a protocol for future retentions
and some reimbursement to estates for payments received by
Kenesis.

After several months of negotiations, the U.S. Trustee and
Kenesis worked out the parameters of a potential settlement.  The
parties drafted settlement documents that encompassed the terms
for a Global Settlement of the cases in Region 3, with a specific
provision for payments to three bankruptcy estates:

    (1) Federal-Mogul Global, Inc., and T&N Limited et al.;

    (2) Burns & Roe Enterprises, Inc. (Bank. D. N.J. Case No.
        00-41610); and

    (3) ACandS, Inc. (Bank. D. Del. Case No. 02-12687).

In the ACandS and Burns & Roe cases, Kenesis worked directly for
and was paid by Gilbert Heintz & Randolph, special counsel
retained by the debtors in those cases.

The U.S. Trustee and Kenesis believe the settlement terms are in
the best interests of the Debtors' estates and their creditors.
Richard L. Schepacarter, Esq., trial attorney for the U.S.
Trustee, in Wilmington, Delaware, says the Global Settlement
provides a framework for Kenesis' future retention in bankruptcy
cases in Region 3, and preserves the U.S. Trustee's ability to
object in any case in which it does not believe that Kenesis has
made full and fair disclosures in good faith.

The essential terms of the Settlement are:

    (a) Retention of Kenesis

        Any entity that wishes to hire Kenesis for any services
        related to a bankruptcy matter in Region 3 will file an
        application requesting the retention of Kenesis pursuant
        to Sections 327(a) or 363 of the Bankruptcy Code and in
        compliance with all applicable federal and local rules.
        The U.S. Trustee retains her right to object to the
        application on any grounds including the assertion that
        the application must be brought under Section 327(a).

    (b) Acknowledgment of Amended and Good Faith Disclosures

        Kenesis acknowledges that all disclosures made in any case
        in which it was retained in Region 3 were made in good
        faith.  The U.S. Trustee reserves her rights to assert any
        position she deems appropriate if she determines that any
        of Kenesis's disclosures were not made in good faith.

    (c) Approval of Settlement Agreement Contingent Upon Orders
        Entered in the Settled Cases

        The Global Settlement is contingent upon entry of final
        non-appealable orders being entered in each of the Settled
        Cases.  Failure to obtain a final non-appealable order in
        each of the three Settled Cases voids the Settlement
        Agreement.

    (d) Monetary Settlement Terms

        Kenesis agrees to pay $1,530,000 -- $388,950 of which will
        be paid to the estate of Federal-Mogul in this manner:

        (1) $305,040 will be paid shortly after approval of the
            Settlement Agreement;

        (2) five monthly payments of $12,710;

        (3) four monthly payments of $5,090.

        Kenesis will pay to the estates of ACandS $1,103,970 and
        Burns & Roe $37,080, under a similar schedule.

    (e) Limitation on U.S. Trustee Claims

        The U.S. Trustee will not assert, at any time, any claim
        or causes of action against Kenesis related to the issues
        under the Settlement Agreement.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some
$6 billion.  The Company filed for chapter 11 protection on
Oct. 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan
Esq., James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley
Austin Brown & Wood, and Laura Davis Jones Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $10.15 billion
in assets and $8.86 billion in liabilities.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath &
Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq.,
and Eric M. Sutty, Esq., at The Bayard Firm represent the Official
Committee of Unsecured Creditors.  (Federal-Mogul Bankruptcy News,
Issue No. 110; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FIRST FRANKLIN: DBRS Rates $4.7 Million Certificates at BB(high)
----------------------------------------------------------------
Dominion Bond Rating Service assigned these ratings to Asset-
Backed Certificates, Series 2006-FF8 issued by First Franklin
Mortgage Loan Trust 2006-FF8:

   * $243.6 million, Asset-Backed Certificates, Series 2006-FF8,
     Class I-A1 New Rating AAA

   * $196.9 million, Asset-Backed Certificates, Series 2006-FF8,
     Class II-A1 New Rating AAA

   * $100.5 million, Asset-Backed Certificates, Series 2006-FF8,
     Class II-A2 New Rating AAA

   * $96.7 million, Asset-Backed Certificates, Series 2006-FF8,
     Class II-A3 New Rating AAA

   * $31.9 million, Asset-Backed Certificates, Series 2006-FF8,
     Class II-A4 New Rating AAA

   * $32.2 million, Asset-Backed Certificates, Series 2006-FF8,
     Class M-1 New Rating AA (high)

   * $28.8 million, Asset-Backed Certificates, Series 2006-FF8,
     Class M-2 New Rating AA (high)

   * $17.4 million, Asset-Backed Certificates, Series 2006-FF8,
     Class M-3 New Rating AA (high)

   * $15.7 million, Asset-Backed Certificates, Series 2006-FF8,
     Class M-4 New Rating AA

   * $14.8 million, Asset-Backed Certificates, Series 2006-FF8,
     Class M-5 New Rating AA

   * $14.0 million, Asset-Backed Certificates, Series 2006-FF8,
     Class M-6 New Rating A (high)

   * $11.9 million, Asset-Backed Certificates, Series 2006-FF8,
     Class M-7 New Rating A

   * $11.0 million, Asset-Backed Certificates, Series 2006-FF8,
     Class M-8 New Rating A (low)

   * $5.9 million, Asset-Backed Certificates, Series 2006-FF8,
     Class M-9 New Rating BBB

   * $8.5 million, Asset-Backed Certificates, Series 2006-FF8,
     Class M-10 New Rating BBB

   * $5.5 million, Asset-Backed Certificates, Series 2006-FF8,
     Class M-11 New Rating BBB (low)

   * $4.7 million, Asset-Backed Certificates, Series 2006-FF8,
     Class M-12 New Rating BB (high)

The AAA ratings on the Class A Senior Certificates reflect 21% of
credit enhancement provided by the subordinate classes, initial
overcollateralization, and monthly excess spread.  

The AA (high) rating on Class M-1 reflects 17.20% of credit
enhancement.  The AA (high) rating on Class M-2 reflects 13.80% of
credit enhancement.  The AA (high) rating on Class M-3 reflects
11.75% of credit enhancement.  The AA rating on Class M-4 reflects
9.90% of credit enhancement.  The AA rating on Class M-5 reflects
8.15% of credit enhancement.  The A (high) rating on Class M-6
reflects 6.50% of credit enhancement.  The "A" rating on Class M-7
reflects 5.10% of credit enhancement.  The A (low) rating on Class
M-8 reflects 3.80% of credit enhancement.  The BBB rating on Class
M-9 reflects 3.10% of credit enhancement.  The BBB rating on Class
M-10 reflects 2.10% of credit enhancement.  The BBB (low) rating
on Class M-11 reflects 1.45% of credit enhancement.  The BB (high)
rating on Class M-12 reflects 0.90% of credit enhancement.

The ratings of the Certificates also reflect the quality of the
underlying assets and the capabilities of National City Home Loan
Services, Inc. as Servicer, as well as the integrity of the legal
structure of the transaction.  Deutsche Bank National Trust
Company will act as Trustee.  The Trust will enter into an
interest rate swap agreement with Lehman Brothers Special
Financing Inc.

The Trust will pay to the Swap Provider a fixed payment of 5.390%
per annum and receive a floating payment at LIBOR from the Swap
Provider.  In addition, the Certificate holders will receive the
benefits one interest rate cap agreements and one basis risk cap
agreement with Lehman Brothers Special Financing Inc.

Interest and principal payments collected from the mortgage loans
will be distributed on the 25th day of each month commencing in
July 2006.  Interest will be paid to the Class A Certificates,
followed by interest to the subordinate classes.  

Unless paid down to zero, principal collected will be paid
exclusively to the Class A Certificates until the step-down date.  
After the step-down date, and provided that certain performance
tests have been met, principal payments may be distributed to the
subordinate Certificates.  Additionally, provided that certain
performance tests have been met, the level of
overcollateralization may be allowed to step down to 1.8% of the
then-current balance of the mortgage loans.

The mortgage loans in the Underlying Trust were originated by
First Franklin Mortgage Corporation.  As of the cut-off date,
the aggregate principal balance of the mortgage loans is
$847,664,524.  The weighted average mortgage coupon is 7.950%, the
weighted average FICO is 650, and the weighted average combined
loan-to-value ratio is 92.24%.


FIRST HORIZON: S&P Affirms Low-B Ratings on Four Cert. Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 24
classes of securities issued from two First Horizon Mortgage Pass-
Through Trust transactions.

The affirmations are based on credit enhancement percentages that
are sufficient to support the certificates at the current ratings.
As of the May 2006 distribution date, cumulative realized losses
were 0.00% for series 2005-AR2 and 0.02% for series 2005-AR1, and
none of the series had experienced serious delinquencies.

Credit support for the transactions is provided by subordination.
The underlying collateral backing the certificates consists of
fixed- or adjustable-rate, first-lien mortgage loans secured by
one- to four-family residential properties.

Ratings Affirmed:
   
            First Horizon Mortgage Pass-Through Trust
                 Mortgage pass-thru certificates
   
  Series     Class                                      Rating
  ------     -----                                      ------
  2005-AR1   I-A-1,II-A-1,II-A-2,II-A-3,II-A-4,II-A-5   AAA
  2005-AR1   III-A-1,IV-A-1                             AAA
  2005-AR1   B-1                                        AA
  2005-AR1   B-2                                        A
  2005-AR1   B-3                                        BBB
  2005-AR1   B-4                                        BB
  2005-AR1   B-5                                        B
  2005-AR2   I-A-1,I-A-2,II-A-1,II-A-2,III-A-1,IV-A-1   AAA
  2005-AR2   B-1                                        AA
  2005-AR2   B-2                                        A
  2005-AR2   B-3                                        BBB
  2005-AR2   B-4                                        BB
  2005-AR2   B-5                                        B


FLEETPRIDE CORP: Moody's Affirms B2 Rating of First Lien Bank Debt
------------------------------------------------------------------
Moody's Investors Service has withdrawn the Caa1 rating on
FleetPride Corporation's proposed $150 million of senior unsecured
notes, and affirmed the company's B3 Corporate Family and B2 first
lien bank debt ratings.  The outlook is stable.

The rating withdrawal follows cancellation of FleetPride's plans
to issue the unsecured notes.  An unsecured bridge loan for $150
million will remain in place.  As the interest rate applicable
under the bridge loan is higher than that assumed for the
unsecured notes at the time of the rating assignment, FleetPride's
prospective interest coverage may be lower than anticipated.  The
bridge loan's initial maturity date is June 2007, but the company
has an option to extend the final maturity under certain
conditions to June 2014.  While the comparatively higher carrying
cost of the bridge loan will adversely affect certain credit
metrics, FleetPride's performance and financial standing will
remain consistent with the B3 Corporate Family rating and stable
outlook.

Ratings affirmed:

   * Corporate Family, B3
   * $40 million 1st lien revolving credit, B2
   * $160 million 1st lien term loan, B2

Rating withdrawn:

   * $150 million senior unsecured notes

FleetPride's ratings were assigned on June 15, 2006 and were
related to refinancing Investcorp's acquisition of the company.   
Bridge loans from Bank of America Securities and Deutsche Bank
Securities provided the initial debt portion of the capital
structure.  The first lien bank credit facilities will proceed to
closing, but the senior unsecured note issue has been cancelled,
leaving a $150 million senior bridge loan facility in place.  The
senior bridge loan is not rated by Moody's.

Applicable interest on the senior bridge loan is currently fixed
and over time is anticipated to step up once and be capped
thereafter.  As there have been no other changes to the expected
operating performance of the company, FleetPride's interest
coverage will be lower than assumed levels at the time of the
rating assignment, and free cash flow will be marginally reduced.  
However, positive free cash flow is still expected and other
credit metrics will remain consistent with the Corporate Family
rating of B3.  Accordingly, the Corporate Family rating and 1st
lien bank credit facility ratings have been affirmed.

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


FLINTKOTE CO: Asbestos Panel & Futures Rep. Can Pursue Imasco Suit
------------------------------------------------------------------
The Honorable Judith K. Fitzgerald approved a joint prosecution
agreement among The Flintkote Company and Flintkote Mines Limited,
the Official Committee of Asbestos Personal Injury Claimants, and
James J. McMonagle as Legal Representative of Future Asbestos
Personal Injury Claimants.  

Additionally, the Court annulled the automatic stay to permit
another Court to adjudicate the merits of a certain lawsuit.   

On April 5, 2006, plaintiffs Flintkote and asbestos claimants
jointly filed a complaint against defendants Imperial Tobacco
Canada Limited, Sullivan & Cromwell LLP and several John Does in
the Superior Court of California, County of San Francisco.  The
complaint:

   (a) seeks substantial damages and request declaratory relief,
       including with respect to certain contract rights of
       Flintkote against Imasco;

   (b) asserts alter ego, veil piercing and similar theories of
       recovery against Imasco; and

   (c) asserts claims arising out of certain dividends ultimately
       received by Imasco, Flintkote's former ultimate parent.  

The Debtors, the Asbestos PI Committee, and the Futures
Representative want to jointly represent the Debtors' estates in
the prosecution of the claims in the Imasco Complaint.  

The Estate Representatives believe that substantial ground exist
to hold Imasco responsible for the payment of asbestos claims
against the Debtros.  Alter ego liability arises from:

   -- Imasco's scheme to acquire Flintkote's indirect parent
      company;

   -- its efforts to force, dominate, and control the liquidation
      of Flintkote's assets for the purpose of using sale proceeds
      to reimburse Imasco for the costs of its hostile
      acquisition; and

   -- Imasco's complete domination and control Flintkote's
      subsequent activities for the next 16 years, which had the
      result of forestalling any efforts to recover the dividends.  

In the Dividend Recovery Litigation, Flintkote seeks to establish,
among other things, that Imasco is liable to persons exposed to
asbestos in Flintkote's products under various alter ego remedies.  

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  The Company and its affiliate,
Flintkote Mines Limited, filed for chapter 11 protection on
April 30, 2004 (Bankr. D. Del. Case No. 04-11300).  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Sandra G. McLamb,
Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.,
represent the Debtors in their restructuring efforts.  The
Bankruptcy Court appointed James J. McMonagle as the Legal
Representative for Future Asbestos Personal Injury Claimants for
Flintkote and Mines on Aug. 26, 2004, and Sept. 9, 2004,
respectively.  When the Debtors filed for protection from their
creditors, they estimated assets and debts of more than
$100 million.


FOAMEX INTERNATIONAL: Amends Bank of America DIP Financing Deal
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorizes
Foamex L.P. to enter into Amendment No. 3 to the DIP Revolving
Credit Facility with Bank of America N.A., as administrative
agent, and a consortium of lending institutions.

The Amendment decreases the applicable margin for both Base Rate
and LIBOR rate loans by 0.75%, retroactive to June 1, 2006.  The
applicable margins will thereafter be adjusted on a quarterly
basis beginning on July 3, 2006, based on an availability test.

As compared to the applicable margins in effect June 1, 2006, the
margins can increase or decrease by 0.25% for the Base Rate loans
and can increase by 0.25% or decrease by as much as 0.50% for
LIBOR rate loans.

Judge Walsh also authorizes Foamex's payment of cash interest in
arrears, commencing June 2006, on its 10 3/4% Senior Secured
Notes.  The interest to be paid will be at the rate of 10 3/4% per
annum, which represents the non-default interest rate set forth in
the Indenture governing the Senior Secured Notes.

The Amendment also modifies certain financial covenants, including
changes to the existing minimum EBITDA to reflect an increase in
the Debtors' projected earnings.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 21; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FOAMEX INTERNATIONAL: Wants Until Oct. 16 to Decide on Leases
-------------------------------------------------------------
Foamex International Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further extend
the deadline by which they must assume or reject all their
unexpired non-residential real property leases until
Oct. 16, 2006.

Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, explains that the Debtors need additional
time to complete their evaluation of 16 remaining unexpired
leases.  The Debtors are still in the process of determining,
which, if any, of the leases will be rejected through their Plan
of Reorganization.

The Debtors' ongoing business optimization efforts and Plan
development and negotiations make it too premature to assume or
reject all of the Unexpired Leases, Mr. Barry tells Judge Walsh.

Mr. Barry assures the Court that the Debtors are substantially
current on their postpetition rent obligations under each
Unexpired Lease.  Hence, the proposed extension will not prejudice
any of the Lessors, he contends.

The Court will convene a hearing on July 12, 2006, to consider the
Debtors' request.  By application of Del. Bankr.LR 9006-2, the
deadline is automatically extended until the Court rules on the
Debtors' request.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 18; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FONIX CORP: Lenders Extend Payment Deadline for $333,000 Debt
-------------------------------------------------------------
Fonix Corporation and two of its executive officers, Thomas A.
Murdock and Roger D. Dudley inked an agreement extending the term
of repayment, through Sept. 30, 2006, of a revolving line of
credit advanced by the officers to the Company in 2002.

The entire principal, along with unpaid accrued interest and any
other unpaid charges or related fees, were originally due and
payable on June 10, 2003.  Fonix and the lenders have agreed to
postpone the maturity date on several occasions, most recently
through June 30, 2006.  Fonix owes the lenders approximately
$333,000 in principal plus accrued interest.

In consideration for the extension of the repayment date of the
Note, the Lenders and the Company amended the LOC Agreement to
provide that so long as any amounts remain outstanding under the
LOC, the Company granted to Messrs.  Murdock and Dudley the right
to appoint the greater of (A) 3 directors or (B) a majority of the
members of the Company's Board of Directors.

Headquartered in Sandy, Utah, Fonix Corporation --
http://www.fonix.com/-- is a communications and technology  
company that provides integrated telecommunications services and
value-added speech technologies through its wholly owned
subsidiaries and operation groups: Fonix Telecom Inc., LecStar
Telecom Inc. and The Fonix Speech Group.  The combination of
interactive speech technology and integrated telecommunications
services allows Fonix to provide customers with comprehensive,
cost-effective solutions to enhance and expand their
communications needs.

                           *     *     *

As reported in the Troubled Company Reporter on March 31, 2006,
Hansen, Barnett & Maxwell expressed substantial doubt about Fonix
Corporation's ability to continue as a going concern after
auditing the Company's financial statements for the years ended
Dec. 31, 2005, and 2004.  The auditing firm pointed to the
Company's significant losses and negative cash flows from
operating activities.  Hansen Barnett also noted Fonix's current
accrued liabilities and accrued settlement obligations, pending
vendor accounts payable and current portion of notes payable.


FORD MOTOR: S&P Downgrades Corporate Credit Rating to B+ from BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Ford Motor Co. and related units to 'B+' from 'BB-' and
affirmed its 'B-2' short-term rating.  The ratings were removed
from CreditWatch, where they were placed on May 25, 2006, with
negative implications.  The outlook is negative.

Ford's consolidated debt outstanding totaled $151 billion at
March 31, 2006.

FCE Bank PLC's 'BB-' rating was not lowered and remains on
CreditWatch, pending completion of Standard & Poor's evaluation of
the potential for FCE to be rated slightly higher than its parent,
Ford Motor Credit Co.  However, FCE's CreditWatch implications are
revised to negative from developing because if the rating agency
concludes that FCE warrants a higher rating than that on Ford
Credit, that differential is likely to be limited to one notch.

FCE's 'B-2' short-term rating was affirmed and removed from
CreditWatch.

"The downgrade reflects our view that 2006 will be a more
difficult year for Ford than previously anticipated," said
Standard & Poor's credit analyst Robert Schulz.

Notwithstanding its multiyear plan to turn around the performance
of its North American automotive operations, Standard & Poor's
expects the company's financial profile to weaken further during
2006 -- a period when the U.S. economy and U.S. light-vehicle
sales are robust.

Standard & Poor's is concerned about the degree of weakness in its
midsize SUV segment.  Explorer sales, which represent about 9% of
Ford-brand sales, were down 27.1% for the first five months of
2006.  

The rating agency also remains concerned about the very important
full-size pickup market, which accounts for about 33% of Ford-
brand sales and, we believe, far more in profitability.  F-Series
sales were down 0.3% for the first five months of 2006, versus
5.6% for the full-size pickup segment.  But the evolving
competitive dynamics of the full- size pickup market -- including
upcoming new models from General Motors Corp. and Toyota Motor
Corp. -- and the resiliency of demand for full-size pickups in the
face of persistently high gas prices are its chief concerns for
this segment.

The expected erosion in Ford's financial profile during 2006 will
reduce Ford's cash balances and leave the company more exposed to
potential adverse market developments during the next two years,
such as a decline in currently robust industry sales.  Even so,
Standard & Poor's does not believe that worsening financial
performance in 2006 will push the company near a point where it
could ultimately need to restructure its obligations (including
its debt and contractual obligations) in the near term, given its
substantial liquidity.

In fact, Ford has so far suffered less meaningful market share
erosion in the U.S. than in 2005 -- its U.S. light-vehicle share
was 18.3% for the first five months of 2006, the same as at the
end of 2005, partly due to high levels of fleet sales.  Still,
despite concerted efforts to improve the appeal of its product
offerings and minimize the use of incentives, the company has
experienced marked deterioration of its product mix, given
precipitous weakening of sales of its midsize and large SUVs,
products that had been highly disproportionate contributors to
Ford's earnings.  This product mix deterioration has occurred
despite the launch of some refreshed SUV models such as the
Explorer.

The rating outlook on Ford is negative.  Prospects for Ford's use
of cash in North American automotive operations remains Standard &
Poor's primary concern.  The ratings could be lowered further if
the rating agency came to expect that Ford's cash use was to
worsen significantly due to further setbacks, whether Ford-
specific or stemming from market conditions.  Ford would need to
reverse its current financial and operational trends, and sustain
such a reversal, before Standard & Poor's would revise its outlook
to stable.


FRESH DEL MONTE: S&P Assigns BB Bank Loan Rating to Term Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating and '2' recovery rating to Fresh Del Monte Produce, Inc.'s
term loan, indicating an expected substantial recovery of
principal in the event of a payment default, and a '2' recovery
rating to the revolving credit facility.

Standard & Poor's affirmed its 'BB' rating on Fresh Del Monte's
senior secured credit facilities following the addition of a new
$150 million term loan to its existing $600 million revolving
credit facility.  Existing ratings on the company, including its
'BB' corporate credit rating, have been affirmed.  The outlook is
negative.

About $434 million total debt was outstanding at March 31, 2006.

"Proceeds of the term loan will be used to finance ongoing working
capital, general corporate purposes, and acquisitions," said
Standard & Poor's credit analyst Alison Sullivan.

The term loan has been arranged by utilizing the $400 million add-
on term loan accordion feature under the third amendment to the
credit agreement.

The ratings on Fresh Del Monte reflect its participation in the
highly variable, commodity-oriented fresh fruit and vegetable
industry, which is affected by uncontrollable factors such as
global supply, political risk, weather, and disease.  

Mitigating these concerns are the company's leading positions in
the production, marketing, and distribution of fresh produce.

Product concentration remains a rating concern due to the high
sales and earnings concentration from bananas and pineapples.
However, Fresh Del Monte is looking for ways to diversify within
the produce industry, for example, by expanding into branded
fresh-cut fruit and vegetables, and growing internationally.  
Sales outside North America represented about 52% of 2005
consolidated sales.

Standard & Poor's expects Fresh Del Monte to continue investing in
product diversification without adding significant debt.


GE CAPITAL: Moody's Holds Low-B Rating on Six Certificate Classes
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of six classes and
affirmed the ratings of fourteen classes of GE Capital Commercial
Mortgage Corp., Commercial Mortgage Pass-Through Certificates,
Series 2003-C1:

   * Class A-1, $73,314,585, Fixed, affirmed at Aaa
   * Class A-1A, $208,777,886, Fixed, affirmed at Aaa
   * Class A-2, $108,049,000, Fixed, affirmed at Aaa
   * Class A-3, $156,269,000, Fixed, affirmed at Aaa
   * Class A-4, $367,323,000, Fixed, affirmed at Aaa
   * Class X-1, Notional, affirmed at Aaa
   * Class X-2, Notional, affirmed at Aaa
   * Class B, $41,611,000, Fixed, upgraded to Aaa from Aa2
   * Class C, $16,347,000, Fixed, upgraded to Aa1 from Aa3
   * Class D, $25,264,000, Fixed, upgraded to Aa3 from A2
   * Class E, $16,347,000, Fixed, upgraded to A2 from A3
   * Class F, $10,403,000, Fixed, upgraded to A3 from Baa1
   * Class G, $16,347,000, Fixed, upgraded to Baa1 from Baa2
   * Class H, $16,347,000, Fixed, affirmed at Baa3
   * Class J, $25,264,000, Fixed, affirmed at Ba1
   * Class K, $8,916,000, Fixed, affirmed at Ba2
   * Class L, $7,431,000, Fixed, affirmed at Ba3
   * Class M, $2,972,000, Fixed affirmed at B1
   * Class N, $10,403,000, Fixed, affirmed at B2
   * Class O, $5,944,000, Fixed, affirmed at B3

As of the June 12, 2006, distribution date, the transaction's
aggregate principal balance has decreased by 4.1% to $1.141
billion from $1.188 billion at securitization.  The Certificates
are collateralized by 134 loans, ranging in size from less than 1%
to 6.3% of the pool, with the top ten loans representing 30.4% of
the pool.  The pool includes four shadow rated investment grade
loans which represent 12.5% of the pool.  Twelve loans,
representing 8.3% of the pool, have defeased and been replaced
with U.S. Government securities.

No loans have been liquidated from the pool.  There are currently
two loans in special servicing representing 1.3% of the pool with
projected losses of $2.4 million.  Eighteen loans, representing
10.8% of the pool, are on the master servicer's watchlist.

Moody's was provided with partial or full year 2005 operating
results for 93.3% and 76.7% of the pool, respectively.  Moody's
weighted average loan to value ratio for the conduit component is
90.1%, compared to 90.8% at securitization.  The upgrade of
Classes B, C, D, E and F is due to a relatively high percentage of
defeased loans, increased credit support and overall stable
conduit performance.

The largest shadow rated loan is the Renaissance Tower Loan, which
is secured by a 1.7 million square foot, 56-story
office building located in Dallas, TX. Major tenants include
Blockbuster's Videos, Inc. and Southwest Securities, Inc.  The
property is currently 84.0% occupied, compared to 81% at
securitization.  The net cash flow has declined due to an increase
in expenses.  The loan sponsors are Trizechahn RT LLC and Trizec
Holdings, Inc.  The property is also encumbered by a $20.0 million
junior loan which is held outside the Trust.  Moody's current
shadow rating is A3 compared to Aa3 at securitization.

The second largest shadow rated loan is the Landmark Atrium III
Loan, which is secured by a 45,000 square foot office building
located in Secaucus, New Jersey.  The property is currently 83%
occupied, compared to 91.3% at securitization.  The largest tenant
is Buck Consultants, Inc. occupying 28% of NRA with the lease
expiring July 2011.  The Buck Consultants space is leased at $30
per square foot, while rents at the subject average
$20 per square foot.  Performance has declined due to decreased
occupancy; however, much of the cash flow decline is mitigated by
amortization.  The loan sponsor is Hartz Mountain Industries.
Moody's current shadow rating is Baa3, the same as at
securitization.

The third largest loan is the Edgewater Village Loan, which is
secured by a 283 unit, class B apartment complex built in 1970
with a 7,400 SF retail strip.  The property is located in
Framingham, Massachusetts, 15 miles west of Boston.  The current
occupancy is 95% compared to 90.4% at securitization.  Overall
performance has declined slightly due to increased expenses.   
Moody's LTV is 75.1%, compared to 72.7% at securitization.  
Moody's current shadow rating is Ba1 compared to Baa3 at
securitization.

The fourth largest shadow rated loan is the Wellbridge Portfolio
Loan, which represents a participation interest in a $56.5 million
mortgage loan.  The cross-collateralized and cross-defaulted loan
is secured by 15 health and fitness clubs located in four states.  
Built between 1971 and 1999, the facilities total 1.65 million
square feet.  The buildings are 100% occupied.  The loan sponsor
is Corporate Property Associates, Inc.  Moody's current shadow
rating is Aa3, compared to Aa3 at securitization.

The top three conduit loans represent 10.9% of the pool.  The
largest conduit loan is the 801 Market Street Loan, which is
secured by a 370,000 square foot office condominium situated
within a one million square foot office building in Philadelphia,
Pennsylvania.  The condominium includes part of the basement,
ground floor retail and all of floors 7 through 13.  The office
building was built in 1928 and is located in the Market Street
East submarket of the Philadelphia CBD.  Average in place rent and
occupancy at securitization and currently is $16.60 and 75% and
$21.60 and 94%, respectively.  The largest tenant is the GSA,
occupying 41% of NRA with the lease expiring in December 2012.  
The sponsor is Preferred Real Estate Investment, Inc.  Moody's LTV
is 98.9% compared to 96.5% at securitization.

The second largest conduit loan is the Walmart Islip Shopping
Center Loan, which is secured by 191,000 square feet of a 368,000
square foot power center built in 1991 and expanded in 2002. It is
located in Central Islip, New York, a suburb of New York City.  
The current occupancy is 98% compared to 99% at securitization.  
The anchor tenants are Wal-Mart, Stop & Shop and Dave & Buster's.   
The sponsors are David Cordfish and Vincent Polimeni.  Moody's LTV
is 91.3% compared to 94.7% at securitization.

The third largest conduit loan is the Centennial Center Loan,
which is secured by a 234,000 square foot community center located
in Las Vegas, Nevada.  The property was built between 2001 and
2002 and is situated 12 miles northwest of the Las Vegas Strip.  
This property is anchored by Home Depot, Circuit and Ross Stores.  
It is also shadow anchored by Wal-Mart and Sam's Club.  The
current occupancy is 100% compared to 95.5% at securitization.  
Moody's LTV is 97.8% compared to 103.9% at securitization.

The pool's collateral is a mix of retail, multifamily and MHP,
office and mixed-use, industrial and self storage, U.S. Government
securities, and lodging.  The properties are located in 32 states
and Washington, D.C. The highest state concentrations are
California, Texas, New York, Virginia, and Florida.  All of the
loans are fixed rate.


GINGISS GROUP: Ch. 7 Trustee Hires Neuner & Ventura as Counsel
--------------------------------------------------------------
Alfred T. Giuliano, the Chapter 7 Trustee overseeing the
consolidated estates of The Gingiss Group, Inc., and its debtor-
affiliates, obtained authority from the U.S. Bankruptcy Court for
the District of Delaware to employ Neuner and Ventura LLP as
special counsel, nunc pro tunc to March 22, 2006.

Neuner and Ventura will investigate and prosecute any actions in
which Fox Rothschild LLP, the Trustee's lead counsel, has a
conflict of interest.

Neuner and Ventura's services will include:

   (a) investigating preferences due from certain entities;

   (b) recovering preferences; and

   (c) providing any other assistance that may be necessary and
       proper in these proceedings with respect to the preference
       actions.

The firm's compensation is payable on an hourly basis at normal
and customary hourly rates, plus reimbursement of expenses
incurred in relation with the Debtors' cases.  No specific hourly
rates have been filed with the Court.

To the best of the Trustee's knowledge, Neuner and Ventura does
not hold or represent any interest adverse to the Debtors'
estates, and is a "disinterested person" as the phrase is defined
in Sec. 101(14) of the Bankruptcy Code.

Headquartered in Addison, Illinois, The Gingiss Group, Inc., a
national men's formal wear rental and retail company, filed for
chapter 11 protection on November 3, 2003 (Bankr. D. Del. Case No.
03-13364).  James E. O'Neill, Esq., and Laura Davis Jones, Esq.,
at Pachulski Stang Ziehl Young Jones & Weintraub represent the
Debtors.  When the Debtors filed for chapter 11 protection, they
listed estimated assets of $1 million to $10 million and estimated
debts $50 million to $100 million.  The Court converted the
Debtors' chapter 11 cases to chapter 7 liquidation proceedings on
March 30, 2005.  Alfred T. Giuliano, the Chapter 7 Trustee, is
represented by Sheldon K. Rennie, Esq., at Fox Rothschild LLP.  
Bruce Buechler, Esq., at Lowenstein Sandler P.C., serves as
counsel to the Official Committee of Unsecured Creditors.


GLOBAL HOME: Court Okays Dinsmore & Shohl as Special Counsel
------------------------------------------------------------
Global Home Products, L.L.C., and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Dinsmore & Shohl, L.L.P., as their special
counsel, nunc pro tunc to April 10, 2006.

Dinsmore & Shohl will:

     a) provide advice and counsel to the Debtors on their
        general corporate and transactional matters occurring in
        the normal course of business;

     b) provide advice and counsel to the Debtors on their
        corporate governance matters occurring in the normal
        course of business;

     c) provide advice and counsel to the Debtors on their
        consumer product enforcement and regulatory matters,
        including matters before the Consumer Product Safety
        Commission;

     d) defend against CPSC enforcement claims;

     e) provide advice and counsel to the Debtors on intellectual
        property matters, including preservation of Debtors'
        intellectual property through renewal of Debtors' rights
        before the U.S. Patent, Copyright and Trademark Office,
        and similar agencies in such foreign markets as Debtors
        shall transact their business;

     f) file, assist with the filing and renewing of these
        intellectual property rights in all jurisdictions in
        which Debtors transact their business;

     g) defend these intellectual property rights on Debtors'
        behalf;

     h) provide advice and counsel on such maters as the Debtors
        may request as is consistent with D&S's pre-petition
        representation of the Debtors.

The Debtors tell the Court that the Firm's professional bill:

    Professional             Designation        Hourly Rate
    ---------------          -----------        -----------
    John Jevicky, Esq.       Partner                $360
    John Jolley, Esq.        Partner                $245
    Kim Martin Lewis, Esq.   Partner                $440
    Martin Miller, Esq.      Partner                $350
    Jason Sims, Esq.         Partner                $270
    Peter Draugleis, Esq.    Associate              $200
    Jennifer Hickey, Esq.    Associate              $160
    Clare Iery, Esq.         Associate              $215
    Joshua Lorentz, Esq.     Associate              $215
    John Reed, Esq.          Associate              $265
    James Sutton, Esq.       Associate              $170
    Jeffrey Willis, Esq      Associate              $170
    Linda Pucket             Paralegal              $145
    Tracy Shannon            Paralegal              $145

    Designation              Hourly Rate
    ---------------          -----------
    Partners                 $225 - $440
    Associates               $150 - $265
    paralegals               $105 - $160

To the best of the Debtors' knowledge, the firm does not represent
any interest adverse to their estates.

Headquartered in Westerville, Ohio, Global Home Products, LLC
-- http://www.anchorhocking.com/and http://www.burnesgroup.com/
--  sells houseware and home products and manufactures high
quality glass products for consumers and the food services
industry.  The company also designs and markets photo frames,
photo albums and related home decor products.  The company and
16 of its affiliates , including Burnes Puerto Rico, Inc., and
Mirro Puerto Rico, Inc., filed for Chapter 11 protection on
Apr. 10, 2006 (Bankr. D. Del. Case No. 06-10340).  Laura Davis
Jones, Esq., Bruce Grohsgal, Esq., James E. O'Neill, Esq., and
Sandra G.M. Selzer, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub LLP, represent the Debtors.  Bruce Buechler, Esq., at
Lowenstein Sandler P.C., represents the Official Committee Of
Unsecured Creditors.  When the company filed for protection from
their creditors, they estimated assets between $50 million and
$100 million and estimated debts of more than $100 million.


GLOBAL IMAGING: Completes Recasting of $350 Million Debt Facility
-----------------------------------------------------------------
Global Imaging Systems, Inc., completed a plan to recast its
senior credit facility.

"Global has closed on a new senior credit facility, which provides
us with enhanced strategic flexibility, permits us to execute
substantial share repurchases, permits us to pay cash dividends,
if appropriate, extends the maturity of our debt from 2009 to
2011, and lowers the overall cost of our debt," executive vice
president and chief financial officer Ray Schilling said.

Mr. Schilling said the new facility includes a $150 million term
loan and a $200 million revolving loan.  At fiscal year-end March
31, 2006, the company had $205.3 million in term loans outstanding
plus $69.5 million available in an unused revolving loan.  The
amended credit facility reduces the interest rate spread from 1.5%
over LIBOR to 1.25% over LIBOR.

"The facility's more flexible terms allow the company to
proceed with our Board of Directors' previously authorized and
announced common stock repurchase program of up to $150 million
over the next three years, and to initiate cash dividends if
desired," Mr. Schilling added.

The company repurchased shares on three previous occasions, the
most recent being a $20 million program completed in May 2005, but
has not paid cash dividends.

"Our borrowing capacity has grown steadily," Mr. Schilling said,
"and our history of strong cash flows from operations puts us in
the position to further strengthen our capital structure.  During
our previous fiscal year, we funded six acquisitions out of cash
flow and reduced our debt to 37.3% of total capital."

                  About Global Imaging Systems

Headquartered in Tampa, Fla., Global Imaging Systems offers
(NASDAQ: GISX) thousands of middle-market customers a one-stop
solution for office technology needs in 32 states and the District
of Columbia.  The company provides a broad line of office
technology solutions including the sale and service of copiers and
other automated office equipment, network integration services,
and electronic presentation systems.  The company is also a
disciplined, profitable consolidator in the highly fragmented
office technology solutions industry.

                         *     *     *

Moody's Investors Services assigned a Ba2 long-term corp. family
rating, Ba2 bank loan debt rating and a Ba3 senior subordinated
debt rating to Global Imaging Systems, Inc., on Aug. 25, 2005.


GOODYEAR TIRE: Proposes Closure of Tire Plant in New Zealand
------------------------------------------------------------
The Goodyear Tire & Rubber Company reported a proposal to close a
tire plant in New Zealand as part of its strategy to reduce high-
cost manufacturing capacity globally.

"A key component of our strategy is the elimination of high-cost
tire manufacturing capacity," said Goodyear Chairman and Chief
Executive Officer Robert J. Keegan.  "Our objective is to take
actions over the next three years that will result in annual
savings of between $100 million and $150 million."

The company's South Pacific Tyres business initiated consultation
with associates and union representatives regarding the proposal
to close the plant in Upper Hutt, New Zealand.  The plant, which
has about 400 associates, produces about two million radial
passenger car tires per year.

Goodyear and SPT remain committed to the consumer and commercial
tire markets in New Zealand and would supply customers with
product produced in other countries in the Asia Pacific region,
according to SPT Chief Executive Officer Joseph Copeland.  
Manufacturing in New Zealand has experienced greater pressure
than in many other markets due to high costs, competition from
low-cost imports and the lack of domestic auto production.

The proposed closure is expected to be completed within six to
eight months and create annual cost savings of approximately
$15 million in Goodyear's Asia Pacific region.  It would result
in restructuring charges of approximately $35 million ($35 million
after tax), of which approximately $20 million is expected to be
cash charges.

Formed in 1987 as a joint venture, SPT has been wholly owned by
Goodyear since January 2006.  The leading tire maker and marketer
in Australia and New Zealand, it has 4,000 associates and annual
sales of more than $700 million.  Its results have been
consolidated with those of Goodyear's Asia Pacific region since
January 2004.

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

                           *     *     *

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

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

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


HEALTH NET: S&P Lifts $400 Mil. Sr. Notes' Rating to BBB from BB
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its senior secured debt
rating on Health Net Inc.'s (BB/Positive/--) $400 million senior
notes due April 2011 to 'BBB' from 'BB'.

"The rating was raised in connection with the pledge of about
$490 million of U.S. Treasury securities as collateral for the
senior notes, which effectively changes their designation to
senior secured notes," Standard & Poor's credit analyst Neal
Freedman explained.

The collateral is being held in an account maintained for the
holders of the senior notes.  The company funded the collateral
through the issuance of a new $300 million five-year term loan and
a $200 million bridge loan.

"The rating action reflects the addition of collateral, which is
considered highly protective given its extremely high credit
quality, liquidity, and sustainable value independent of business
operations," Mr. Freedman added.

Also, there is a significant amount of excess collateral as
demonstrated by a loan to value ratio (par value of U.S.
Treasuries to senior notes) of about 80%.  

Furthermore, the creditors have a meaningful degree of access to,
and control over, the collateral in the event of bankruptcy,
resulting in an expectation of 100% recovery of principal of the
senior notes in the event of default.


HEARTLAND PARTNERS: Court Sets July 31 as Claims Bar Date
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
set July 31, 2006, at 4:00 p.m., as the deadline for all creditors
owed money by Heartland Partners, L.P., and its debtor-affiliates,
on account of claims arising prior to April 28, 206, to file their
proofs of claim.

Creditors must file written proofs of claim on or before the July
31 Claims Bar Date and those forms must be mailed to:

         Clerk, United States Bankruptcy Court
         P.O. Box A3613
         Chicago, Illinois 60690-3612

or submitted by courier service or hand delivery to:

         Clerk, United States Bankruptcy Court
         219 South Dearborn, Room 713
         Chicago, Illinois 60604

Headquartered in Chicago, Illinois, Heartland Partners, LP,
(Amex: HTL) is a based real estate limited partnership with
properties, primarily in the upper Midwest and northern United
States.  CMC Heartland is a subsidiary of Heartland Partners, L.P.
and is the successor to the Milwaukee Road Railroad, founded in
1847.  The company and four of its affiliates filed for chapter 11
protection on Apr. 28, 2006 (Bankr. N.D. Ill. Case No. 06-04764).
Steven B. Towbin, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC, represents the Debtor.  No Official Committee of
Unsecured Creditors has been appointed in the Debtors' chapter 11
cases.  When the Debtors filed for protection from their
creditors, they listed total assets of $4,375,000 and total debts
of $3,951,000.  The Debtors' consolidated list of 20 largest
unsecured creditors however showed more than $30 million in
environmental litigation claims.


HEXION SPECIALTY: Earns $35 Million in 2006 First Quarter
---------------------------------------------------------
Hexion Specialty Chemicals Inc. earned $35 million of net income
in the first quarter of 2006 versus a net loss of $10 million in
the first quarter of 2005.  This improvement was primarily due to
the Company's operating income.  Also contributing to the net
income improvement was a reduction in other non-operating expense
due to the absence of an unrealized foreign exchange loss of
$10 million.

The Company's net sales increased to $1.2 billion in the first
quarter of 2006 from $1 billion in the first quarter of 2005.

At March 31, 2006, Hexion's balance sheet showed $3.3 billion in
assets, $2.8 billion in liabilities, minority interests of $9
million and redeemable preferred stock of $377 million, resulting
in a $889 million stockholders' deficit.

A full-text copy of Hexion's quarterly report is available for
free at http://researcharchives.com/t/s?c9b

                      About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://hexionchem.com/-- combines the former Borden Chemical,  
Bakelite, Resolution Performance Products and Resolution Specialty
Materials companies into the global leader in thermoset resins.
With 86 manufacturing and distribution facilities in 18 countries,
Hexion serves the global wood and industrial markets through a
broad range of thermoset technologies, specialty products and
technical support for customers in a diverse range of applications
and industries.  Hexion Specialty Chemicals is owned by an
affiliate of Apollo Management, L.P.

                           *     *     *

As reported in the Troubled Company Reporter on May 4, 2006,
Standard & Poor's Ratings Services assigned its 'B+' rating and
its recovery rating of '3' to Hexion Specialty's $1.675 billion
senior secured term loan and synthetic letter of credit
facilities.

The rating on the existing $225 million revolving credit facility
was lowered to 'B+' with a recovery rating of '3', from 'BB-' with
a recovery rating of '1', to reflect the similar security package
as the new term loan and synthetic letter of credit facility.

The ratings on the existing senior second secured notes were
raised to 'B', with a recovery rating of '3', from 'B-' with a
recovery rating of '5'.  The ratings on the senior second secured
notes reflect the amount of priority claims of the revolving
facility and the first-lien term loan lenders.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on Hexion and revised the outlook to stable from
negative.


HYNIX SEMICONDUCTOR: S&P Revises B+ Rating's Outlook to Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services revised to positive from stable
the outlooks on its 'B+' long-term corporate credit ratings on
Hynix Semiconductor Inc. and its U.S. subsidiary, Hynix
Semiconductor Manufacturing America Inc.

At the same time, Standard & Poor's affirmed its long-term
corporate credit and senior debt ratings on the company.  

"The outlook revision reflects the possibility of an upgrade in
the next one to two years if Hynix continues to improve its
consolidated financial profile by generating positive free cash
flow, while making critical investments for new 12-inch wafer
manufacturing capacity and maintaining its market position," said
Standard & Poor's credit analyst JaeMin Kwon.  

Hynix's improving financial profile and operating efficiency
should help the company boost its resilience to the extremely
challenging operating environment of the semiconductor industry.
However, volatile profit margins, characteristic of the memory
industry, and risks from contingent liabilities related to recent
lawsuits remain concerns.

The rating on Hynix reflects the company's solid position in the
dynamic random access memory market and good cost position in the
volatile, competitive, and highly capital-intensive memory
industry.

Hynix's total debt on a parent-only basis stood at Korean won (W)
1.5 trillion at the end of March 31, 2006, with a debt-to-EBITDA
coverage of 0.6x.  The company has sufficient liquidity with
parent-only cash and equivalents totaling W1.1 trillion as of
March 31, 2006, covering its debt repayment of W266.2 billion in
the coming year.

However, capital investments are expected to reach W2.3 trillion,
and an additional W1.3 trillion investment is planned for its
joint venture in China.  As a result, debt levels are not expected
to improve significantly as the company will need to raise debt to
meet its cash needs.  Nevertheless, the company's recent US$300
million new share issuance should help lighten the immediate
financial burden.


INSIGHT HEALTH: Moody's Junks Rating on $250 Million Senior Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded Insight Health Services
Corp.'s credit ratings, concluding a rating review initiated on
Feb. 16, 2006.  Moody's said the outlook is negative.

Ratings downgraded:

   * $300 million, senior secured floating rate notes due 2011,
     to B3 from B2

   * $250 million, 9.875% senior subordinated notes due 2011,
     to Caa2 from Caa1

   * Corporate Family Rating, to B3 from B2

   * The ratings outlook is negative.

The downgrades primarily reflect Moody's expectation that the
company will experience material reductions in revenues and
cash flows as a result of forthcoming changes in Medicare
reimbursements for its diagnostic imaging services.  While only
11% of the company's revenues are derived from Medicare, the
impact of the Medicare changes will be substantial because
approximately 80% of the company's revenues are derived from MRI
and CT, the two hardest hit modalities under the reimbursement
changes.

In Moody's opinion, the reduction in revenues further exacerbates
the company's debt service capabilities when the company's
leverage profile is already among the highest relative to its
peers.  In addition, Moody's expects that Insight will need to
make significant capital expenditures to improve the age of the
company's equipment fleet in order to remain competitive.  These
concerns are reflected in the downgrade to a B3 Corporate Family
Rating and are underscored by the negative ratings outlook.

Roughly 40% of the company's revenues are derived from the mobile
business which will not be affected by the DRA cuts.  Moody's
expects that the continguous body part reduction will reduce
revenues and cash flows by $1 million and $2 million,
respectively, during calender years 2006 and 2007.  We further
expect that the implementation of the technical component will
pare sales and cash flow by roughly $8 million in calender 2007,
for a cumulative reduction in calender 2007 of $10 million, or
3.2% of forecast sales.

Other factors that weigh negatively on the ratings include the
company's poor recent operational performance, constrained top-
line growth and the small size of its revenue base.

The company's good access to external liquidity sources, its
diverse sales mix, favorable bad debt expense as a percent of
sales and a broad footprint characterized by a focus on clustered
regional presence serve to lessen the negative effects of the
aforementioned factors.

The negative outlook reflects Moody's expectation that the
company's revenues and cash flow will come under further pressure
as a consequence of the DRA changes, particularly if there is
material follow-on by third party payors.

Further downward rating pressure could develop if there is a
decline in the company's ratio of adjusted free cash flow to debt
below a value of negative 2% or more or if the ratio of adjusted
total debt to EBITDA increases above 7.5 times.

Moody's does not anticipate any upward rating action over the near
term without a significant reduction of debt or increase in
equity.

For additional information please refer to Moody's Credit Opinion
on InSight published on Moody's.com.

InSight, headquartered in Lake Forest, California, provides
diagnostic imaging and information, treatment and related
management services.  It serves managed care entities, hospitals
and other contractual customers in more than 30 states, including
a significant presence in the following targeted regional markets:
New England, California, Florida, Arizona, the Carolinas and the
Mid-Atlantic states. As of March 31, 2006 the company's network
consisted of 111 fixed-site centers and 120 mobile facilities.  
For the twelve months ended March 31, 2006 the company recognized
revenues of approximately $311 million.


INTEGRATED DISABILITY: U.S. Trustee Wants Ch. 11 Case Dismissed
---------------------------------------------------------------
Mary Frances Durham, the U.S. Trustee for Region Six, asks the
U.S. Bankruptcy Court for the Northern District of Texas to
dismiss Integrated DisAbility Resources, Inc.'s chapter 11 case or
convert it to a chapter 7 liquidation proceeding.

Ms. Durham tells the Court that the Debtor failed to file an
operating report for March 2006 and was unable to pay the U.S.
Trustee quarterly fees due on April 30, 2006.  The Debtor owed
$3,750 to the U.S Trustee.

According to Ms. Durham, the Debtor has no prospect of
reorganization.  Each month, Ms. Durham says, the Debtor continues
to incur administrative expenses without proceeding toward a plan,
which further diminishes the estate.

Ms. Durham contends that there is an absence of a reasonable
likelihood of rehabilitation, and little chance of confirming a
plan without operating reports.

Headquartered in Irving, Texas, Integrated DisAbility Resources,
Inc. -- http://www.myidr.com/-- provides disability plans and  
ongoing health and productivity services to claimants and
employees.  The Debtor filed for chapter 11 protection on Feb. 10,
2006 (Bankr. N.D. Tex. Case No. 06-30575).  Cynthia Williams Cole,
Esq., and Vincent P. Slusher, Esq., at Godwin Pappas Langley
Ronquillo LLP, represent the Debtor in its restructuring efforts.
The United States Trustee for Region 6 was not able to form an
Official Committee of Unsecured Creditors due to lack of interest
and lack of attendance during the creditors' meeting on March 21,
2006.  When the Debtor filed for protection from its creditors, it
estimated $1 million to $10 million in assets and $10 million to
$50 million in debts.


INT'L PAPER: To Sell Kraft Biz to Stone Arcade for $155MM in Cash
-----------------------------------------------------------------
International Paper signed a definitive agreement to sell its
kraft papers business to Stone Arcade Acquisition Corp. for
approximately $155 million in cash, subject to certain closing and
post-closing adjustments, and two payments totaling up to
$60 million, payable five years from the close of the transaction,
contingent upon business performance.  The kraft papers business
generated approximately $220 million in sales in 2005 and includes
the Roanoke Rapids, North Carolina, paper mill and the Ride
Rite(R) dunnage bag plant in Fordyce, Arkansas.

The agreement is part of IP's transformation plan to focus on
uncoated papers and packaging.  Proceeds from divestitures
announced to date, including kraft papers, total approximately
$9.3 billion.

The sale is expected to close in the third quarter, subject to
satisfaction of various closing conditions, including regulatory
approval and approval by Stone Arcade shareholders.  After
closing, the company will be called KapStone Kraft Paper
Corporation -- a division of KapStone Paper and Packaging
Corporation.  Tim Keneally, currently vice president of IP's kraft
papers business, will lead the KapStone Kraft Paper business.

"Kraft Papers has been a solid niche business for International
Paper and we're pleased to see that a number of interested
parties, including Stone Arcade, agree with us," said Carol
Roberts, senior vice president of IP Packaging Solutions.  "This
agreement speaks to the quality of the people and the assets of
this business."

"The acquisition of IP's kraft papers business is an important
first step for our company, Stone Arcade," said Roger Stone,
chairman and CEO of Stone Arcade.  "It provides us with a very
solid platform from which we hope to expand.  We look forward to
working with the current management group to develop internal
growth opportunities while we simultaneously explore strategic
acquisitions."

"We are very excited regarding the acquisition of IP's kraft paper
business," Matt Kaplan, Stone Arcade president and chief operating
officer, added.  "Over the past several weeks, we have had the
opportunity to visit the operations and meet many of its
employees.  Needless to say, we have been very impressed."

International Paper's kraft papers business produces approximately
400,000 tons of kraft papers, used in a variety of end-use
products including approximately 9 million Ride Rite(R) dunnage
bags.  The business employs approximately 700 people.  
International Paper accounted for the results of its kraft papers
business as a discontinued operation and wrote down the business'
assets in the first quarter of 2006.

Stone Arcade Acquisition Corporation (OTCBB: SCDE) is a publicly
traded special purpose acquisition company founded in August 2005.  
Stone Arcade was formed for the purpose of identifying and
effecting an asset acquisition or business combination with an
unidentified business in the paper, packaging, forest products,
and related industries.

                    About International Paper

Based in Stamford, Connecticut, International Paper Company  
(NYSE: IP) -- http://www.internationalpaper.com/-- is a leader in  
the forest products industry for more than 100 years.  The company
is currently transforming its operations to focus on its global
uncoated papers and packaging businesses, which operate and serve
customers in the U.S., Europe, South America and Asia.  These
businesses are complemented by an extensive North American
merchant distribution system.  International Paper is committed to
environmental, economic and social sustainability, and has a long-
standing policy of using no wood from endangered forests.

                           *     *     *

Moody's Investors Service assigned a Ba1 senior subordinate rating
and Ba2 Preferred Stock rating on International Paper Company in
Dec. 5, 2005.


J.L. FRENCH: Emerges from Bankruptcy Protection
-----------------------------------------------
J.L. French Automotive Castings, Inc., disclosed Friday that its
Plan of Reorganization had gone into effect.  As a result, the
company has emerged from Chapter 11 protection.  The company's new
financing has also gone into effect and includes a $50 million
revolver available to fund working capital needs.

Disbursements under the Plan to satisfy creditor claims in various
classes will take place as soon as practical, as stated in the
company's Plan of Reorganization.  Stock certificates and warrants
in the newly reorganized company will also be distributed in
accordance with the terms of the Plan.

As reported in the Troubled Company Reporter on June 22, 2006, the
U.S. Bankruptcy Court for the District of Delaware confirmed J.L.
French and its debtor-affiliates' Plan of Reorganization after
only 18 weeks under Chapter 11 protection.

Jack F. Falcon, chairman, CEO and president said "When we emerge
on June 30, J.L. French will have shed $465 million in first and
second lien senior secured debt and $28.9 million in 11.5% senior
subordinated unsecured notes.  We will have acquired $130 million
in new equity investment and $255 million in new financing.  In
recent months, our major customers have made new business
commitments to us, and we expect to grow solidly into the future.
Our work in Europe and China is progressing to plan, and the
opportunities in these markets are encouraging.  With a strong
balance sheet and capable production centers, we foresee
controlled, steady growth."

Upon emergence, the participants in the $130 million rights
offering will hold 92% of the common stock in the newly
reorganized company.  The holders of second lien debt will receive
the remaining 8% of new common stock in satisfaction of
approximately $170 million of claims.  The approved Plan of
Reorganization also calls for three tranches of warrants to be
made available to certain creditor classes with an exercise period
five years from the Plan's effective date.

The $130 million of new money investment, along with a new
$205 million term loan that is part of the exit facility, will
pay off first lien debt of approximately $295 million, as well
as fund certain costs associated with exiting bankruptcy.  The
newly reorganized company will then have $231 million in long-term
debt comprised of the term loan and some $26 million in other
secured debt.  The company's debt leverage will be approximately
3.5x projected 2006 earnings before certain deductions, as
compared to a pre-reorganization leverage of approximately 8.5x
earnings.

The new $205 million term facility is structured as $140 million
and $65 million in first and second lien term loans, respectively.  
The $255 million exit facility also contains a $50 million
revolver available to fund working capital needs.

Exit financing is being provided by Goldman Sachs Credit Partners
L.P. and Morgan Stanley Senior Funding, Inc.

                        About J.L. French

Headquartered in Sheboygan, Wisconsin, J.L. French Automotive
Castings, Inc. -- http://www.jlfrench.com/-- is a global supplier    
of die cast aluminum components and assemblies with nine
manufacturing locations around the world including plants in the
United States, United Kingdom, Spain, and Mexico.  The company has
fourteen engineering/customer service offices to support its
customers near their regional engineering and manufacturing
locations.  The Company and its debtor-affiliates filed for
chapter 11 protection on Feb. 10, 2006 (Bankr. D. Del. Case No.
06-10119 to 06-06-10127).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Sandra G.M. Selzer, Esq., at Pachulski Stang
Ziehl Young & Jones, and Marc Kiesolstein, P.C., at Kirkland &
Ellis LLP, represent the Debtors in their restructuring efforts.  
Ricardo Palacio, Esq., and William Pierce Bowden, Esq., at Ashby &
Geddes, PA, represents the Official Committee Of Unsecured
Creditors.  When the Debtor filed for chapter 11 protection, it
estimated assets and debts of more than $100 million.


JAMES DAHLKE: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtors: James A. Dahlke and Sharon L. Dahlke
         315 East 9th Street
         Westfield, Wisconsin 53964

Bankruptcy Case No.: 06-23500

Chapter 11 Petition Date: June 29, 2006

Court: Eastern District of Wisconsin (Milwaukee)

Judge: Pamela Pepper

Debtors' Counsel: Richard B. Jacobson, Esq.
                  Richard B. Jacobson, Ltd.
                  44 East Mifflin Street, Suite 802
                  Madison, Wisconsin 53703
                  Tel: (608) 204-5990
                  Fax: (608) 204-5991

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
   Garden State Consumer                    $69,898
   Credit Counseling
   225 Willowbrook Road
   Freehold, NJ 07728

   Bank One / JPMorgan Chase                $34,467
   P.O. Box 15123
   Wilmington, DE 19850-5123

   Grand Marsh State Bank                   $21,902
   Harvey Wagner
   P.O. Box 37
   Grand Marsh, WI 53936

   MBNA America                             $14,694

   Citibank Choice Visa Gold                $12,283

   Discover                                  $9,741

   Sears Gold Mastercard                     $8,664

   Capital One                               $3,466

   JC Penney Company                         $2,743

   Bankcard Service/HSBC                     $1,277


JP MORGAN: Moody's Holds Low-B Ratings on Seven Cert. Classes
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed the ratings of eleven classes of JP Morgan Chase
Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2003-ML1:

   * Class A-1, $329,645,545, Fixed, affirmed at Aaa
   * Class A-2, $387,129,000, Fixed, affirmed at Aaa
   * Class X-1, Notional, affirmed at Aaa
   * Class X-2, Notional, affirmed at Aaa
   * Class B, $26,732,000, Fixed, upgraded to Aaa from Aa2
   * Class C, $10,461,000, Fixed, upgraded to Aa1 from Aa3
   * Class D, $22,083,000, Fixed, upgraded to Aa3 from A2
   * Class E, $12,785,000, Fixed, upgraded to A1 from A3
   * Class F, $23,246,000, WAC, upgraded to Baa1 from Baa2
   * Class G, $9,298,000, WAC, affirmed at Baa3
   * Class H, $16,272,000, Fixed, affirmed at Ba1
   * Class J, $10,460,000, Fixed, affirmed at Ba2
   * Class K, $5,812,000, Fixed, affirmed at Ba3
   * Class L, $5,811,000, Fixed, affirmed at B1
   * Class M, $6,974,000, Fixed, affirmed at B2
   * Class N, $4,649,000, Fixed, affirmed at B3

As of the June 12, 2006, distribution date, the transaction's
aggregate balance has decreased by approximately 4.7% to $886.5
million from $929.8 million at closing.  The certificates are
collateralized by 122 mortgage loans ranging in size from less
than 1% to 5.9% of the pool, with the top 10 loans representing
28.7% of the pool.

The pool is composed of a shadow rated loan component and a
conduit component.  Twelve loans representing 15.3% of the pool
have defeased and are collateralized by U.S. Government
securities.  The defeased loans include two of the pool's top 10
loans -- US Bank Center Building and Jefferson at Birchwood
Apartments.

The trust has not experienced any losses to date.  Two loans
representing 1.0% of the pool are in special servicing.  Moody's
has estimated losses of $1.8 million for the specially serviced
loans.  Eighteen loans, representing 10.8% of the pool are on the
master servicer's watchlist.

Moody's was provided with year-end 2004 and full or partial year
2005 operating results for 96.4% and 91.4% of the performing
loans, respectively.  Moody's loan to value ratio for the conduit
component is 86.2% compared to 86.5% at securitization.  The
upgrade of Classes B, C, D, E and F is due to a high percentage of
defeased loans, improved performance of the shadow rated loan and
increased credit support.

The pool contains one shadow rated loan: the Hyatt Regency Hotel
Loan, which is secured by a 685 room full-service hotel built in
1982 and renovated in 1996.  The property includes 57,000 square
feet of meeting, banquet and exhibition space and is located in
Crystal City across the Potomac River from Washington, D.C. The
sponsors are the Pritzker and Gould families.  The portfolio's
performance has improved due to strong RevPAR growth of 22% since
2002.  RevPAR grew from $88.45 in 2002 to $107.93 in 2005.  
Moody's current shadow rating is A3 compared to Baa3 at
securitization.

The top three conduit loans represent 12.2% of the outstanding
pool balance.  The largest conduit loan is The Mall of Victor
Valley Loan, which is secured by a 508,000 square foot regional
mall located 97 miles northwest of Los Angeles in Victorville,
California.  Built in 1986, the mall is anchored by Sears, JC
Penney, Harris-Gottschalks and Mervyn's.  The center also includes
Barnes & Noble, a former Cinemark Theatre, now vacant, and 202,000
square feet of in-line shops.

Performance has been strong; 2005 NOI of $8.8 million represents
compound annual growth of 9.7% since 2002. Sales are up at Sears,
JC Penney and Harris-Gottschalks 20%, 37%, and 19%, respectively,
from their 2001 figures.  The mall's in-line occupancy is 93.7%
compared to 97.7% at securitization and the overall occupancy is
92.0% compared to 98.7% at securitization.  The loan sponsor is
Macerich Company. Moody's LTV is 69.7% compared to 84.2% at
securitization.

The second largest conduit loan is the Janaf Shopping Center Loan,
which is secured by a 583,000 square foot power center located in
Norfolk, Virginia.  The collateral consists of a retail center,
two small office buildings, and 17 pad sites.  It was built in
1959 and renovated in 1990.  A portion of the site is subject to a
66-year ground lease with a lease payment equal to 2% of the
property's effective gross income.  The center is anchored by
Sports Authority, TJ Maxx, Marshall's and Office Max.

JANAF, Mariner Investments and USPS are the largest non-retail
tenants.  Approximately 21% of the NRA rolls by year end 2007.   
The property is 97.5% occupied compared to 94.6% at
securitization. The sponsor is McKinley Associates.  Moody's
LTV is 79.0% compared to 82.9% at securitization.

The third largest shadow rated loan is the Cerritos Corporate
Tower Loan, which is secured by a nine-story, 187,000 square foot,
class A office building located at the south end of Los Angeles
County.  Built in 1986, the subject is 94% occupied compared to
98.6% at securitization.  The largest tenants include Marina
Medical Billing Western Union and Bascom.  Approximately 34% of
NRA expires by 2007 with an additional 59% of NRA expiring by
2009.  The borrowing entity is Cerritos Investors, L.P. Moody's
LTV is 93.5% compared to 98.2% at securitization.

The pool's collateral is a mix of retail, multifamily, U.S.
Government securities, office, lodging and industrial and self
storage.  The collateral properties are located in 28 states.  The
highest state concentrations are California, Virginia, Wisconsin,
Florida, and Pennsylvania.  All of the loans are fixed rate.


KAISER ALUMINUM: Court Approves ACE Insurers Settlement Agreement
-----------------------------------------------------------------
Judge Judith K. Fitzgerald overrules the objections to Kaiser
Aluminum Corporation and its debtor-affiliates' Settlement
Agreement with the ACE Insurers and grants the Debtors' requests
in all respects.

Judge Fitzgerald notes that:

   (1) the KACC Parties are not stayed, restrained or enjoined
       from asserting any claims that are not released under the
       Settlement Agreement; and

   (2) the ACE Parties may assert any and all defenses, claims,
       interests, rights and remedies to any claims.

The U.S. Bankruptcy Court for the District of Delaware also
clarifies that the ACE Parties will not be deemed successors to
the Kaiser Parties or the Debtors' bankruptcy estates as a result
of the consummation of the transactions in the Settlement
Agreement.  The ACE Parties will not assume any liabilities of the
Kaiser Parties.

As reported in the Troubled Company Reporter on Jun 5, 2006, KACC
asked the Court to:

      (i) approve the ACE Insurers Settlement Agreement;

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

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

A full-text copy of the Settlement Agreement is available for free
at http://researcharchives.com/t/s?a68

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
February 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.  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., 215/945-7000)


KAISER ALUMINUM: American Re Settlement Pact Gets Court's Nod
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Kaiser Aluminum & Chemical Corporation's Settlement Agreement with
American Re-Insurance Company and Executive Risk Indemnity
Company.

Judge Fitzgerald instructs the Debtors to dismiss without
prejudice their claims, counterclaims or cross-claims against
American Re-Insurance Company and Executive Risk Indemnity
Company no later than 14 days after the Court Order becomes final.

Upon the occurrence of the Trigger Date, the dismissal will be
deemed to be a dismissal with prejudice.

Judge Fitzgerald allows the parties to modify the Settlement
Agreement without further Court Order, provided that:

   (a) any modification is not material; and

   (b) to the extent practicable, notice of any modification
       should be delivered to the counsel to the Official
       Committee of Unsecured Creditors, the future claimants'
       representatives, and the Asbestos Claimants Committee
       at least five days prior to the modification's effective
       date.

As reported in the Troubled Company Reporter on Jun 07, 2006,
KACC, on its own behalf and on behalf of the KACC Parties, entered
into a settlement agreement with American Re and Executive Risk to
resolve certain matters relating to the Subject Policies, the
coverage for Channeled Personal Injury Claims, and other present
and future liabilities.

The Settlement Agreement will also resolve KACC's other claims
against American Re and Executive Risk Parties with respect to the
other policies.

A copy of the Settlement Agreement is available for free at
http://researcharchives.com/t/s?aa5

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
February 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.  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., 215/945-7000)


KENMARE CONSTRUCTION: Case Summary & 14 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Kenmare Construction, Inc.
        102 Ford Drive, Unit A
        New Lenox, Illinois 60451
        Tel: (815) 485-5032

Bankruptcy Case No.: 06-07669

Debtor-affiliate filing separate chapter 11 petition:

      Entity                         Case No.
      ------                         --------
      Kenmare & Associates, Inc.     06-07671

Type of Business: The Debtors provide plumbing
                  construction services.

Chapter 11 Petition Date: June 29, 2006

Court: Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: John K. Kneafsey, Esq.
                  Nisen & Elliottt LLC
                  200 West Adams Street, Suite 2500
                  Chicago, Illinois 60606
                  Tel: (312) 346-7800 Ext. 227
                  Fax: (312) 346-9316

                                Total Assets   Total Debts
                                ------------   -----------
   Kenmare Construction, Inc.             $0    $1,757,703

   Kenmare & Associates, Inc.             $0    $3,016,924

A. Kenmare Construction, Inc.'s Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Crawford Supply Company          Supplies              $806,406
9645 West Willow Lane
Mokena, IL 60448

Prairie Bank & Trust Company                           $650,804
19102 South 88th Avenue
Mokena, IL 60448

Local 422 Fringe Benefits                              $247,585
c/o First Midwest Bank
50 West Jefferson Street
Joliet, IL 60432

American Interstate Insurance    Insurance              $30,770

L.U. 130 Contribution Account                           $10,290

MPS & Co., Ltd.                  Supplies                $6,115

Ferguson Enterprises, Inc.       Supplies                $3,484

Fleet Services                                           $2,249

B. Kenmare & Associates, Inc.'s Six Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Caterpillar Financial                                  $996,717
2120 West End Avenue
P.O. Box 34001
Nashville, TN 37203-0001

Navistar Leasing Company         Lease                 $369,097
P.O. Box 98454
Chicago, IL 60693

Ingersoll-Rand                                         $199,444
Financial Services
Division of CitiCapital
Comm. Corp.
P.O. Box 6229
Carol Stream, IL 60197-6229

Toyota Financial Services                              $174,516

Interstate Bank of Oak Forest                          $127,366

Mid America Water, Inc.          Supplies               $60,372


LIBERTY TAX: Trien Rosenberg Raises Going Concern Doubt
-------------------------------------------------------
Trien Rosenberg Rosenberg Weinberg Ciullo & Fazzari LLP in New
York, raised substantial doubt about Liberty Tax Credit Plus II
L.P.'s ability to continue as a going concern after auditing the
Partnership's consolidated financial statements for the year ended
Dec. 31, 2005.  The auditor pointed to the losses, contingencies
and uncertainties of the Partnership's three subsidiary
partnerships.

Liberty Tax Credit Plus II L.P. reported a $701,571 net loss on
$15,402,624 of total revenues for the year ended March 31, 2006,
compared to last year's net loss of $4,623,823 on $14,812,780 of
total revenues.

At March 31, 2006, the Partnership's balance sheet showed
$84,456,842 in total assets, $93,899,077 in total liabilities, and
$2,573,125 in negative minority interest, resulting in a
$6,869,110 partners' deficit.

A full-text copy of the Partnership's annual report for the year
ended March 31, 2006, is available for free at
http://ResearchArchives.com/t/s?ca3

Liberty Tax Credit Plus II L.P. is a limited partnership that
invests in 18 limited partnerships, each of which owns one or more
leveraged low-income multifamily residential complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, and to a lesser extent, in Local Partnerships
owning properties that are eligible for the historic
rehabilitation tax credit.  


LONDON FOG: Court Approves Cash Collateral Use on Final Basis
-------------------------------------------------------------
The Honorable Gregg W. Zive of the U.S. Bankruptcy Court for the
District of Nevada in Reno gave London Fog Group, Inc., and its
debtor-affiliates permission, on a final basis, to continue using
their subordinated lenders' cash collateral.

On Nov. 10, 2004, the Debtors entered into a junior secured
financing agreement with DDJ Capital Management, LLC, as agent.
The Debtors granted the subordinated lenders a security interest
in substantially all of their assets.  The Debtors owed the
subordinated lenders approximately $39,500,000 when they filed for
bankruptcy.

The subordinated lenders and Wachovia Bank National Association,
the Debtors' DIP financing lender, consented to the Debtors' use
of cash collateral.

The Debtors granted the subordinated lenders an allowed
superpriority administrative claim under Sections 364(c)(1) and
507(b), subordinate to Wachovia's claim.

To provide the subordinated lenders with adequate protection,
required under Sections 361(2) and 363(e) under the U.S.
Bankruptcy Code, for any diminution in the value of their
collateral, the Debtors will grant the subordinated lenders
replacement liens to the same extent, validity and priority as the
prepetition liens, subordinate to Wachovia's liens.

The Debtors will use the cash collateral to fund their operations
as well as pay payroll, and other operating expenses that are
necessary to maintain the value of their estate.

Steven B. Soll, Esq., at Otterburg, Steindler, Houston &
Rosen, P.C., represents Wachovia Bank National Association.

Allan S. Brilliant, Esq., at Goodwin Procter LLP, represents
DDJ Capital Management, LLC.

Headquartered in Seattle, Washington, London Fog Group, Inc. --
http://londonfog.com/-- designs and retails the latest styles in
jackets and other professional apparel.  The company and six of
its affiliates filed for chapter 11 protection on March 20, 2006
(Bankr. D. Nev. Case No. 06-50146).  Stephen R. Harris, Esq., at
Belding, Harris & Petroni, Ltd., represents the Debtors in their
restructuring efforts.  Avalon Group, Ltd., serves as the Debtors'
financial advisor.  When the Debtors filed for protection from
their creditors, they estimated assets and debts between
$50 million to $100 million.


MED GEN: Losses Continue in Second Fiscal Quarter
-------------------------------------------------
Med Gen Inc. incurred an $8,932,792 net loss in its second fiscal
2005 quarter ended March 31, 2006, compared to a $9,878,014 net
loss for the same period in the prior year.

For the second fiscal quarter, Sales decreased 67.26% to $45,820
from $201,471.  This decrease was attributable to three distinct
factors:

      a) the Company has significantly reduced its retail
         distribution and has introduced an entirely new marketing
         program based on Direct To Consumer technologies which
         include newly completed websites, a Direct Mail Program
         and TV infomercial broadcasts.

      b) ongoing litigation settlement negotiation with Global
         Healthcare Laboratories, Inc., severely hampered the
         Company's sales efforts.  During this quarter management,
         spent all of its efforts in working out a structured
         settlement with the judgment creditor.  The Company did
         not advertise or promote the products in any manner.  All
         of the Company's vendor's were reluctant to proceed with
         any advertising campaigns and selling efforts until the
         threat of bankruptcy was removed.  Sales plummeted
         because of this factor.

      c) the Company was unable to find competent outsourcing for
         its internet-direct to consumer marketing programs.

At March 31, 2006, the Company's balance sheet showed $1,374,145
in total assets, total liabilities of $2,641,689, derivative
financial instruments of $9,858,355, and convertible debentures of
246,887, resulting in a $11,372,786 stockholders' deficit.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?c99

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 26, 2006,
Stark Winter Schenkein & Co., LLP, expressed substantial doubt
about Med Gen'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 from operations as well as working
capital and stockholder deficiencies.

                           About Med Gen

Med Gen Inc. -- http://www.medgen.com/-- manufactures and markets   
the world's first liquid spray snoring relief formula, Snorenz(R).
Since its existence, Med Gen has continued to develop its "sprays
the way" technology, and in 2003 introduced Good Night's Sleep(R)
to the sleep-aid market.  Both Snorenz(R) and Good Night's
Sleep(R) are nationally advertised and marketed to major chain and
drug stores as well as direct sales via the company web site.


MERIDIAN AUTOMOTIVE: Can Ink Fee Letters with 3 Potential Lenders
-----------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized Meridian Automotive Systems, Inc.,
and its debtor-affiliates to enter into the Fee Letters with the
Prospective Lenders provided that:

    (a) the Debtors will have copies circulated to the counsel for
        the Official Committee of Unsecured Creditors for review
        and comment at least three business days prior to
        execution of the Fee Letters; and

    (b) in the event the Creditors' Committee will have any
        objections, the Debtors will work with the Committee in
        good faith to resolve the objections prior to the
        execution of the Fee Letters.

As reported in the Troubled Company Reporter on June 8, 2006, the
Fee Letters will require the Debtors to:

    (a) pay due diligence fees and out-of-pocket expenses,
        including legal fees of the Potential Lenders in
        connection with their non-binding proposals to provide the
        Debtors with exit financing; and

    (b) provide indemnification of the Potential Lenders in
        connection with the exit financing.

The Debtors anticipate that each Potential Lender will ask the
Debtors to enter into a Fee Letter, which will require, among
other things, that the Debtors pay Work Fees associated with the
Potential Lenders' reasonable out-of-pocket expenses, including
legal fees, that may be incurred in connection with their due
diligence and documentation efforts.

The Debtors are still negotiating the specific terms of the Fee
Letters with the Potential Lenders.

The Potential Lenders do not wish to undertake a costly and time
consuming due diligence process to achieve a final financing
package if they must bear all of the execution risks attendant to
the financing not closing.  For this reason, the Potential
Lenders have asked the Debtors to seek advance authority to pay
the Work Fees.

Moreover, each Potential Lender has asked the Debtors to
indemnify the Potential Lenders from and against any and all
claims, liabilities and expenses, except to the extent the claim,
liability, or expense is found to have resulted primarily from
the Indemnified Party's gross negligence, bad faith, or willful
misconduct.

The Debtors believe that the benefits of having a competitive
financing process will outweigh the costs associated with the
Potential Lenders' due diligence efforts.

The total Work Fees payable to any single Potential Lender will
not exceed $250,000.  The Work Fees payable to all Potential
Lenders will not exceed $600,000 in the aggregate.

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: Court Okays Settlement of Centralia Lawsuit
----------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates
obtained from the U.S. Bankruptcy Court for the District of
Delaware approval of a settlement of the lawsuit and the agreement
to modify the Centralia retiree benefits.

As reported in the Troubled Company Reporter on June 9, 2006, the
United Auto Workers Local Union 1766 and the Retirees of the
Centralia facility advise the Court that they support the Debtors'
request.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, related that the Debtors acquired a
facility in Centralia, Illinois, from Cambridge Industries in
July 2000.  Cambridge, in turn, had acquired the facility from
Rockwell International in August 1994.

The Debtors closed their Centralia facility in 2003.  Although
there are no active employees at Centralia, approximately 129
retirees continue to draw health and life insurance benefits
under a retiree benefits welfare plan -- Meridian Automotive
Systems, Inc., Welfare Benefits Plan for the Centralia, Illinois
Bargaining Unit Associates.

The Debtors assumed the retiree benefits negotiated first by
Rockwell International, and then by Cambridge, with the United
Auto Workers Local Union 1766 prior to the 2000 Centralia
acquisition.  The collective bargaining agreement with the UAW
expired on Oct. 1, 2003.

                          Centralia Plan

The Debtors' accumulated post-employment benefit obligation for
the Centralia Plan is estimated at $26,352,000, their annual cash
benefit payments total $1,618,000, and their annual expense is
estimated at $1,403,000.

According to Mr. Brady, under the current Centralia Plan,
participants:

    (a) pay no premiums;

    (b) have in-network deductibles of $50 per year for
        individuals and $100 for families;

    (c) pay 10% co-insurance for most in-network coverage;

    (d) pay $3 co-pays for all prescription medications; and

    (e) receive comprehensive dental, hearing, and life insurance.

                             Lawsuit

When the CBA expired, the Debtors informed the UAW that they were
discontinuing retiree health care coverage under the Plan, Mr.
Brady tells the Court.

The retirees filed a lawsuit seeking a preliminary injunction to
prevent the Debtors from discontinuing the retiree benefits.

The United States District Court for the Eastern District of
Michigan granted the Retirees' request.  The United States Court
of Appeals for the Sixth Circuit affirmed the District Court's
ruling.

Because of the automatic stay, the Michigan District Court has
not yet entered a final order, and the Debtors have contemplated
an appeal.

                    Negotiation and Settlement

To resolve the dispute and save money, the Debtors proposed
modifications to the Centralia Plan.

The Union and the Retirees sent a counter-proposal.

On April 26, 2006, the Debtors accepted the counterproposal,
contingent upon the Court's approval of a Settlement and
Memorandum of Agreement and the dismissal with prejudice of the
Lawsuit.  The parties executed a written agreement embodying
these terms on May 17, 2006.

Under the Agreement, Retirees will continue to:

    (a) pay no premiums;

    (b) have in-network deductibles of $50 per year for
        individuals and $100 for families; and

    (c) pay 10% co-insurance for most in-network coverage.

The Agreement eliminates lifetime maximum limits on coverage,
annual maximums, deductibles, and coinsurance for most preventive
care.

The coverage for emergency care will be modified to allow full
coverage when a person reasonably believes, in essence, that
emergency care is needed.

Current hearing, dental, and life insurance benefits will
continue unchanged.

The parties have agreed to:

    -- establish a new PPO Plan,

    -- modify reimbursement levels to be based on "reasonable and
       customary" approved amounts,

    -- establish a series of new co-pays, and

    -- increase annual maximum out-of-pocket expenses:

       * from $200 per individual to $300 per individual; and
       * $400 per family to $600 per family.

Prescription drug co-pays will now range from $4 to $12.

A full-text copy of the Settlement and MOA is available for free
at http://ResearchArchives.com/t/s?af4

The Debtors will have significant savings as a result of the
retiree plan modification, Mr. Brady maintains.

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).


MUSICLAND HOLDING: Submits List of 60 Rejected Contracts & Leases
-----------------------------------------------------------------
Musicland Holding Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York's authority
to reject five executory contracts and 55 unexpired leases
pursuant to the Court-approved Expedited Rejection Procedures, for
the period June 1 to 15, 2006.

The Leases to be rejected are:

                                                 Proposed
      Shopping Center/Mall                    Rejection Date
      --------------------                    --------------
      Macomb Mall Suite 655                        6/11/06
      209 Quaker Bridge Mall                       6/11/06
      Three Rivers Mall                            6/12/06
      Sierra Vista Mall                            6/12/06
      Northway Mall                                6/12/06
      Phillipsburg Mall                            6/12/06
      Great Lakes Mall                             6/12/06
      Bel Air Mall                                 6/12/06
      Hulen Mall                                   6/12/06
      Triangle Town Center                         6/12/06
      River Pointe S/C                             6/12/06
      Boardwalk Center                             6/12/06
      Echelon Mall                                 6/15/06
      Chesapeake Square Mall                       6/15/06
      Southland Mall                               6/18/06
      2415 Sagamore Pkwy                           6/18/06
      Palisades Center                             6/18/06
      Muncie Mall                                  6/19/06
      Town East Mall                               6/19/06
      Spotsylvania Mall                            6/19/06
      Galleria At Tyler                            6/19/06
      Regency Mall                                 6/19/06
      Pecanland Mall                               6/19/06
      Sunland Park Mall                            6/19/06
      Ocean County Mall                            6/19/06
      Pierre Mall                                  6/19/06
      Butte Plaza Mall                             6/19/06
      Woodland Mall                                6/19/06
      Parkdale Mall                                6/21/06
      Northtown Plaza                              6/21/06
      Eastridge Mall                               6/23/06
      Cordova Mall                                 6/23/06
      Shops at Willow Lawn                         6/23/06
      Crystal Mall                                 6/23/06
      River Hills Mall                             6/23/06
      St. Marys Square SC                          6/23/06
      Wayne Town Plaza                             6/23/06
      2000 Center                                  6/23/06
      Edgewater Plaza                              6/23/06
      Santa Maria Town Center East                 6/24/06
      City Center                                  6/24/06
      Northpark Mall                               6/25/06
      Midland Mall                                 6/25/06
      Towne East Square                            6/25/06
      Tyrone Square                                6/25/06
      Crabtree Valley Mall                         6/25/06
      Rockingham Park                              6/25/06
      Washington Square                            6/26/06
      Market Place Shopping Center                 6/26/06
      708 Orland Square Dr G-03                    6/26/06
      Fashctr at Pentagon City                     6/26/06
      Laguna Hills Mall                            6/26/06
      Square One                                   6/26/06
      Quail Springs Mall                           6/26/06
      Sattler Square                               6/26/06

The Contracts to be rejected are:
                                                      Rejection
Counter Party                Description                 Date
-------------                -----------              ---------
HR-Ease/ Secova              Service Agreement          6/14/06
IVN Communications, Inc.     License Agreement          6/14/06
MCS Life Insurance, Inc.     Service Agreement          6/14/06
Neopost Leasing              Lease of mail machine      6/14/06
PRA Fulfillment Services     Client Agreement           6/14/06

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 13; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MUSICLAND HOLDING: Xerox Wants Stay Lifted to Set Off Deposit
-------------------------------------------------------------
Xerox Capital Services, LLC, as servicing agent for Xerox
Corporation, holds a $1,023,805 claim, pursuant to certain leases
for goods and services it executed with Musicland Holding Corp.
and its debtor-affiliates on April 19, 2004.

On May 4, 2004, in connection with the execution of the Leases,
the Debtors provided Xerox with a $200,000 security deposit,
Chantel K. Adams, Esq., at Kizer, Hood & Morgan, L.L.P., in Baton
Rouge, Louisiana, tells the U.S. Bankruptcy Court for the Southern
District of New York.  The Leases provide that Xerox can apply any
of the deposit towards the obligations owed by Debtors.

Xerox is owed a debt by the Debtors as evidenced by its proof of
claim, Ms. Adams states.  Xerox also owes an obligation to the
Debtors in the form of the security deposit it is holding.

Ms. Adams asserts that the Debtors' debt and Xerox's obligation to
the Debtors are mutual obligations.  Thus, Xerox should be allowed
the right to set off the security deposit against its claims for
services and goods under non-bankruptcy law.

However, Xerox is prevented from exercising its right of setoff by
the automatic stay imposed by Section 362(a)(7) of the Bankruptcy
Code.

Accordingly, Xerox asks the Court to modify the stay to allow it
to apply the $200,000 security deposit to the $1,023,805 claim.

Ms. Adams relates that the Debtors have not assumed or rejected
its leases with Xerox.  If the Debtors assume the Leases, Xerox
intends to require them to deposit an additional $200,000 pursuant
to the terms of Lease.

Xerox agrees to allow the Debtors additional time to assume or
reject the Leases, according to Ms. Adams.  Furthermore, Xerox
agrees not to file a motion to compel acceptance or rejection of
the Leases as long as the Debtors do not become delinquent, for
more than 90 days, on their postpetition payments to Xerox.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 13; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NETWORK INSTALLATION: Nottingham Releases Liens on Common Stock
---------------------------------------------------------------
Network Installation Corp. reports that James Michael Kelley, its  
principal stockholder, and Nottingham Mayport, LLC, amended the
terms of a loan agreement and the related security agreements they
executed in September 2005.

Mr. Kelley had pledged, among other personal assets, an aggregate
of approximately 14 million shares, or 47%, of the Company's
common stock to secure his obligations under the Nottingham loan
agreement.  The loan agreement provided that if Mr. Kelley
defaults on his loan payment, Nottingham can foreclose on the
shares which would result in a change of control of the Company.

Under the terms of the amended loan agreement, Nottingham released
its lien on the pledged shares, and the pledged shares no longer
constitute collateral securing Kelley's obligations under the
amended loan agreement.  As a result of the amendment, the risk of
a change of control event terminated.

                    About Network Installation

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

                       Going Concern Doubt

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


NORTEL NETWORKS: Prices $2 Billion Senior Notes Offering
--------------------------------------------------------
Nortel Networks Corporation prices the offering of $2 billion
aggregate principal amount of senior notes by its principal direct
operating subsidiary, Nortel Networks Limited, to qualified
institutional buyers pursuant to Rule 144A under the U.S.
Securities Act of 1933, as amended, and to persons outside of the
United States pursuant to Regulation S under the Securities Act.  
The placement of the Notes is subject to customary closing
conditions and is expected to close on July 5, 2006.

The Notes to be issued by NNL will consist of $450 million of
Senior Notes due 2016, $550 million of Senior Notes due 2013 and
$1 billion of Floating Rate Senior Notes due 2011 and will be
fully and unconditionally guaranteed by the Company and initially
guaranteed by the Company's indirect subsidiary, Nortel Networks
Inc.

The 2016 Fixed Rate Notes will pay interest semi-annually at a
rate per annum of 10.75%, the 2013 Fixed Rate Notes will pay
interest semi-annually at a rate per annum of 10.125%, and the
Floating Rate Notes will pay interest quarterly at a rate per
annum, reset quarterly, equal to three-month LIBOR plus 4.25%.

NNL expects that the net proceeds from the sale of the Notes will
be approximately $1,956 million, after deducting discounts and
other offering expenses.  NNL plans to use $1.3 billion of these
net proceeds to repay the $1.3 billion one-year credit facility
that NNI entered into in February 2006, and the remainder for
general corporate purposes, including to replenish recent cash
outflows of $150 million for the repayment at maturity of the
outstanding aggregate principal amount of the 7.40% Notes
due June 15, 2006 issued by the Company's indirect finance
subsidiary, Nortel Networks Capital Corporation, and fully and
unconditionally guaranteed by NNL, and $575 million (plus accrued
interest of $5 million) deposited into escrow on June 1, 2006
pursuant to the proposed class action settlement first announced
on Feb. 8, 2006.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation --
http://www.nortel.com/-- is a recognized leader in delivering
communications capabilities that enhance the human experience,
ignite and power global commerce, and secure and protect the
world's most critical information.  Serving both service provider
and enterprise customers, Nortel delivers innovative technology
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.
Nortel does business in more than 150 countries.

                           *     *     *

As reported in the Troubled Company Reporter on June 20, 2006,
Moody's Investors Service affirmed the B3 corporate family rating
of Nortel; assigned a B3 rating to the proposed $2 billion senior
note issue; downgraded the $200 million 6.875% Senior Notes due
2023 and revised the outlook to stable from negative.

Standard & Poor's also affirmed its 'B-' long-term and 'B-2'
short-term corporate credit ratings on the company, and
assigned its 'B-' senior unsecured debt rating to the company's
proposed $2 billion notes.  The outlook is stable.


NORTHWEST AIRLINES: Flight Attendants Select Bargaining Reps
------------------------------------------------------------
Flight attendants at Northwest Airlines are voting in a
representation election that would allow AFA-CWA to serve as their
bargaining representative instead of the Professional Flight
Attendants Association, an independent organization.  Voting in
this election will end on July 6.  AFA-CWA has already committed
the resources necessary to begin negotiating a flight attendant
contract with the company as early as July 7.

AFA-CWA has extensive experience in avoiding 1113(c) motions at
other carriers.  Last month, AFA-CWA was instrumental in a ruling
that rejected the motion at Northwest Airlink's Mesaba Airlines
and sent management back to the negotiating table.

As reported in the Troubled Company Reporter on June 30, 2006, a
federal bankruptcy judge granted Northwest Airlines the right to
abrogate the contract of their over 9,300 flight attendants.  
However, the court instituted a 14-day stay on the decision so
that both parties can continue to negotiate.  If no agreement is
reached, the company can impose only those terms and conditions
listed in the tentative agreement.

In addition, the court stated that "all concerned would be well-
served if the flight attendants and the Debtors could resolve
their disputes through continued negotiation ... the Court is
therefore requiring the parties to make one last effort to reach
a ratifiable agreement."

"This ruling underscores why the Association of Flight Attendants-
CWA election at Northwest is so important," said Patricia Friend,
AFA-CWA International President.  "Now more than ever, it is
imperative that Northwest flight attendants have the experience
and resources of AFA-CWA behind them to ensure that they prevail
through this difficult period."

For over 60 years, the Association of Flight Attendants --
http://www.afanet.org/has been serving as the voice for flight  
attendants in the workplace, in the aviation industry, in the
media and on Capitol Hill.  More than 46,000 flight attendants at
20 airlines come together to form AFA-CWA, the world's largest
flight attendant union.  AFA is part of the 700,000-member strong
Communications Workers of America (CWA), AFL-CIO.

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.


OGLEBAY NORTON: S&P Puts B Corp. Credit Rating with Stable Outlook
------------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B' corporate
credit rating to Cleveland, Ohio-based minerals and aggregates
producer Oglebay Norton Co.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating and '1' recovery rating to Oglebay's proposed $55 million
secured revolving credit facility and up to $175 million in senior
secured term loans.  The bank loan and recovery ratings indicate
expectations of full recovery of principal in the event of a
payment default.  The ratings are based on preliminary terms and
conditions.  The proceeds from the issues will be used to repay
existing debt.

"We expect Oglebay Norton to maintain its strong regional market
positions and that end-user demand will remain strong in the
near-to-intermediate term, allowing the company to improve
operating performance and to continue to reduce debt," said
Standard & Poor's credit analyst Marie Shmaruk.

"We could revise the outlook to positive if the company
demonstrates the operating and financial flexibility to withstand
a downturn, coupled with a demonstrated commitment to reducing
leverage.  We could revise the outlook to negative if prices and
end markets deteriorate, resulting in lower pricing volumes and
weakened credit metrics."

Oglebay Norton, which emerged from bankruptcy protection in
January 2005, has restructured its business by selling non-core
assets and disposing of most of its Great Lakes shipping
operations, and it plans to sell the remainder.

Standard & Poor's is concerned that, to date, Oglebay has been
unable to translate its high-quality reserves, strong regional
positions in the limestone businesses, and strong end-user
markets, into meaningful improvements in its margins.

The proposed $230 million senior secured first-lien bank facility,
comprised of:

   * a $55 million revolving credit facility,
   * a $140 million term loan B, and
   * a $35 million delayed-draw term loan

are rated 'B+' (one notch above the corporate credit rating)
with a recovery rating of '1', indicating the expectation for full
recovery of principal in the event of a payment default.


OLD HENRY: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Old Henry Barn, Inc.
        301 Henry Road Southwest
        Jacksonville, Alabama 36265

Bankruptcy Case No.: 06-40892

Chapter 11 Petition Date: June 29, 2006

Court: Northern District of Alabama (Anniston)

Judge: James J. Robinson

Debtor's Counsel: Robert D. McWhorter, Jr., Esq.
                  Inzer, Haney & McWhorter, P.A.
                  P.O. Box 287
                  Gadsden, Alabama 35902
                  Tel: (256) 546-1656

Total Assets: $3,188,837

Total Debts:  $3,031,666

Debtor's 16 Largest Unsecured Creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
Ronald Stancill                   Shareholder Loans    $1,500,000
290 Alpine View
Gadsden, AL 35901

East Alabama Planning             Mortgage                $58,936
And Development
P.O. Box 2186
Anniston, AL 36202

Cornerstone Finance               Credit Card             $41,000
7500 212th Street Southwest
Edmonds, WA 98026

Osborn Bros.                      Foodstuffs Purchases    $32,000

Karren Roper                      Ad Valorem Taxes        $14,493

Internal Revenue Service          941 Taxes               $13,677

Jones Blair Waldrup & Tucker      Engineering Services     $6,692

Kirkland & Co., of Anniston       Accounting Services      $5,825

State of Alabama                  Sales and Use Taxes      $5,379

BMI                               Music Leasing            $4,395

D&B Lawn Service                  Grounds Maintenance      $3,701

Simmons & Simmons Contracting     Judgment                 $3,131

Supermarket Design & Maintenance  Equipment Repairs        $2,469

Office Max                        Office Equipment         $1,216

Mechanical Systems Consulting     Engineering Services       $966

City of Jacksonville              Sales and Use Taxes        $500


OPTA CORP: March 31 Balance Sheet Upside-Down by $5.5 Million
-------------------------------------------------------------
Opta Corporation, fka Lotus Pacific, Inc., filed its third quarter
financial statements for the three months ended March 31, 2006,
with the Securities and Exchange Commission on June 22, 2006.

The Company reported a $2,186,000 net loss on $100,000 of net
revenues for the three months ended March 31, 2006, compared to a
$5,677,000 net loss on $18,980,000 of net revenues for the same
period in 2005.

At March 31, 2006, the Company's balance sheet showed $6,622,000
in total assets and $12,204,000 in total current liabilities,
resulting in a $5,582,000 stockholders' deficit.

                    Going Private Transactions

The Company is currently taking steps to complete a corporate
reorganization to become a non-reporting company with the
Securities and Exchange Commission.  Opta wants to terminate its
periodic reporting obligations, continue future operations as a
private company, and alleviate the costs, administrative burdens,
and competitive disadvantages associated with operating a public
company.  Opta will reduce the number of holders of record to
fewer that 300 by cashing out certain stockholders.  

Full-text copies of the Company's third quarter financial
statements for the three months ended March 31, 2006, are
available for free at http://ResearchArchives.com/t/s?c8f

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 22, 2006,
Clancy and Co., P.L.L.C., expressed substantial doubt about Opta
Corporation's ability to continue as a going concern after
auditing the Company's financial statements for the year ended
June 30, 2005.  The auditing firm pointed to Opta Corp.'s net
losses, accumulated deficit and its main operating subsidiary,
GoVideo, defaulting under certain debt covenant provisions of its
line of credit.

Opta Corporation fka Lotus Pacific, Inc., is a holding company
whose operations are conducted through its subsidiaries.  Opta
develops, manages, and operates emerging consumer electronics and
communications companies, focusing on developing next generation
consumer electronics and communication products.  Opta provides
its subsidiaries with capital and strategic infrastructure
services.  As of June 30, 2005, Opta had two significant
subsidiaries:  Correlant Communications and GoVideo.


PARKWAY HOSPITAL: Wants Plan Filing Period Extended to July 31
--------------------------------------------------------------
The Parkway Hospital, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York for permission from to extend its
exclusive periods to:

   a) file a plan until July 31, 2006; and
   b) solicit acceptance of that Plan until Sept. 30, 2006.

The Debtor needs more time to negotiate settlements with certain
significant creditors.

The Debtor says it is narrowing down outstanding issues with the
Official Committee of Unsecured Creditors in order to formulate a
consensual plan in final form.

The Parkway Hospital, Inc., operates a 251-bed proprietary, acute
care community hospital located in Forest Hills, New York.  The
Company filed for chapter 11 protection on July 1, 2005 (Bankr.
S.D.N.Y. Case No. 05-14876).  Timothy W. Walsh, Esq., at DLA Piper
Rudnick Gray Cary US LLP, represents the Debtor in its
restructuring efforts.  The firm Alston & Bird LLP serves as
substitute counsel to the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it listed $28,859,000 in total assets and $47,566,000
in total debts.


PARKWAY HOSPITAL: Can File Notices of Removal Until July 31
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave The Parkway Hospital, Inc., until July 31, 2006, to file
notices of removal on pending civil actions.

The civil actions involve approximately 70 current or threatened
litigation, including both commercial and medical cases.

The Debtor told the Court that it has begun the claims
reconciliation process to, among other things, liquidate the civil
actions.  However, the Debtor explained that it needs the more
time to make fully informed decisions concerning removal of each
of the civil actions.

The Parkway Hospital, Inc., operates a 251-bed proprietary, acute
care community hospital located in Forest Hills, New York.  The
Company filed for chapter 11 protection on July 1, 2005 (Bankr.
S.D.N.Y. Case No. 05-14876).  Timothy W. Walsh, Esq., at DLA Piper
Rudnick Gray Cary US LLP, represents the Debtor in its
restructuring efforts.  The firm Alston & Bird LLP serves as
substitute counsel to the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it listed $28,859,000 in total assets and $47,566,000
in total debts.


PRIME GROUP: Won't Pay Second Quarter Preferred Share Dividends
---------------------------------------------------------------
Prime Group Realty Trust's Board of Trustees has determined not to
declare a quarterly distribution on the Company's Series B
Preferred Shares for the second quarter of 2006.

The Board's decision was based on the Company's current capital
resources and liquidity needs.  The Board intends to review and
consider the resumption of the payment of Series B Preferred
distributions periodically based on the Board's ongoing review of
the Company's financial results, capital resources and liquidity
needs.

                            Financials

Prime Group Realty Trust's balance sheet at March 31, 2006, showed
$728,165,000 in total assets, $576,948,000 in total liabilities
and minority interests of $121,941,000, resulting in a
stockholders' equity of $29,276,000.  The Company reported a
$125,000 net loss for the quarter ended March 31, 2006.

Prime Group Realty Trust  (NYSE:PGEPRB) -- http://www.pgrt.com/--  
is a fully integrated, self-administered, and self-managed real
estate investment trust that owns, manages, leases, develops, and
redevelops office and industrial real estate, primarily in
metropolitan Chicago.  The Company owns 10 office properties
containing an aggregate of 3.9 million net rentable square feet,
one industrial property comprised of approximately 120,000 square
feet, three joint venture interests in office properties totaling
2.6 million net rentable square feet.  Prime Group Realty Trust is
owned and controlled by The Lightstone Group.


PRIMUS TELECOMMS: Nasdaq Listing Staff Hearing Set for July 20
--------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated, received notice
that an oral hearing for its appeal of the Nasdaq Listing
Qualification Staff's determination to delist the Company's Common
Stock from the Nasdaq Capital Market is scheduled for July 20,
2006, before a Listing Qualifications Panel.  Pending a final
written decision by the Panel, the Company's Common Stock will
continue to trade on the Nasdaq Capital Market.

As reported in the Troubled Company Reporter on June 22, 2006, the
Nasdaq Stock Market informed PRIMUS that its common stock is
subject to delisting from the Nasdaq Capital Market because the
closing bid price of the Primus' common stock is not in compliance
with the $1.00 minimum closing bid requirement as set forth in
Marketplace Rule 4450(a)(5) and 4450(i).

PRIMUS also reported that at its Annual Meeting of Stockholders,
stockholders approved these proposals:

     1) the election of David Hershberg and Pradman Kaul to serve  
        as Directors of the Company for a three year term expiring
        at the 2009 Annual Meeting of Stockholders;

     2) the authorization of an amendment to the Company's
        Certificate of Incorporation to effect a one-for-ten
        reverse stock split; and

     3) the authorization of an amendment of the Company's
        Certificate of Incorporation allowing an increase of
        authorized Common Stock from 150,000,000 to 300,000,000.

                           About PRIMUS

Based in McLean, Virginia, PRIMUS Telecommunications Group,
Incorporated (NASDAQ: PRTL) -- http://www.primustel.com/-- is an  
integrated communications services provider offering international
and domestic voice, voice-over-Internet protocol, Internet,
wireless, data and hosting services to business and residential
retail customers and other carriers located primarily in the
United States, Canada, Australia, the United Kingdom and western
Europe.  PRIMUS provides services over its global network of owned
and leased transmission facilities, including approximately 350
points-of-presence throughout the world, ownership interests in
undersea fiber optic cable systems, 16 carrier-grade international
gateway and domestic switches, and a variety of operating
relationships that allow it to deliver traffic worldwide.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 19, 2006,
Deloitte & Touche LLP expressed substantial doubt about PRIMUS
Telecommunications Group, Incorporated's ability to continue as a
going concern after auditing the Company's financial statements
for the fiscal year ended Dec. 31, 2005.  The auditing firm
pointed to the Company's recurring losses from operations, the
maturity of $23.6 million of the 5-3/4% convertible subordinated
debentures due February 2007, negative working capital, and
stockholders' deficit.

                         *     *     *

As reported in the Troubled Company Reporter on April 7, 2006,
Standard & Poor's Ratings Services lowered its ratings on
McLean, Virginia-based international telecommunications carrier
PRIMUS Telecommunications Group Inc., including the corporate
credit rating, which was downgraded to 'CCC' from 'CCC+'.  The
outlook is negative.


PROXIM CORP: Court Approves Stipulation With Flextronics Entities
-----------------------------------------------------------------
The Honorable Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware approved the stipulation resolving claims
between:

   -- Proxim Corporation and its debtor-affiliates;
   -- Flextronics International Ltd., Inc.;
   -- Flextronics Logistics Singapore, Ltd.; and
   -- Flextronics Technology (M) SDN BHD.

The Debtors and Flextronics were parties to certain Flextronics
International Manufacturing Services Contract, which calls for
Flextronics to manufacture some of the Debtors' products.

On Dec. 29, 2005, Flextronics filed two proofs of claims against
the Debtors:

   -- $2,026,181 for damages arising from the Flextronics
      Contract; and

   -- $37,398 for warehousing, hubbing charges, order fulfillment,
      shipping and storage services.

Flextronics asserted that a portion of both claims were secured by
raw materials and finished goods totaling $455,043 and $835,525,
respectively, that were ordered but not paid by the Debtors.  The
Debtors disputed the amounts of Flextronics' Claims.

The Debtors insisted that before they filed for bankruptcy, they
paid $792,647.61 to Flextronics on account of antecedent debt,
which constitutes an avoidable and recoverable preferential
transfer.  Flextronics disputed the preference claim.

The Bankruptcy Court subsequently approved the sale of
substantially all of the Debtors' assets, free and clear of liens,
claims, interests and encumbrances to Proxim Wireless Corporation,
referred to as New Proxim.

                     Flextronics Stipulation

The Flextronics stipulation state that:

   (a) New Proxim will purchase from Flextronics some finished
       goods in the Flextronics Inventory for $175,000;

   (b) Flextronics will be free to sell, use or dispose the
       remaining Flextronics Inventory in its sole discretion, and
       will be entitled to retain all realized proceeds;

   (c) The Flextronics Contract will be deemed terminated and the
       Flextronics Claims will be finally allowed as a single
       general unsecured claim for $325,000 against the Debtors;

   (d) The Debtors and Flextronics, on one hand, and New Proxim
       and Flextronics, on the other, will execute general mutual
       releases.

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


PTC ALLIANCE: Hires Sitrich and Co. as Communications Consultant
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
authorized PTC Alliance Corp. to employ Sitrick and Company Inc.
as its corporate communications consultant.

Sitrick will:

    1. develop and implement communications programs and related
       strategies and initiatives for communication with the
       Debtor's key constituents regarding operations and
       financial performance and the progress through the chapter
       11 process;

    2. develop public relations initiatives for PTC to maintain
       public confidence and internal morale during the Debtor's
       chapter 11 case;

    3. prepare press releases and other public statements for the
       Debtor, including statements relating to major chapter 11
       events;

    4. prepare other forms of communications to the Debtor's key
       constituencies and the media, potentially including
       materials to be posted on the Debtor's web sites; and

    5. all other communications consulting services as may be
       requested by PTC.

Steven Goldberg, a member at Sitrick and Company, will serve as
the lead professional for this engagement and he bills $365 per
hour.  Giovanna Falbo will assist Mr. Goldberg and she bills $225
per hour.

Mr. Goldberg assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
  
Headquartered in Wexford, Pennsylvania, PTC Alliance Corp. --
http://www.ptcalliance.com/-- manufactures and markets welded and  
cold drawn mechanical steel tubing and tubular shapes, chrome-
plated bar products, fabricated parts, and precision components.  
The company filed for chapter 11 protection on May 10, 2006
(Bankr. W.D. Pa. Case No. 06-22110).  Eric A. Schaffer, Esq., at
Reed Smith LLP, represents the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in the Debtor's bankruptcy proceedings.  When the Debtor
filed for protection from its creditors, it estimated assets and
debts of more than $100 million.


REFCO INC: GAIN Capital to Purchase Refco FX Customer Accounts
--------------------------------------------------------------
In a motion filed with the U.S. Bankruptcy Court for the Southern
District of New York on June 30, 2006, Refco Inc. proposed to
enter into an agreement with privately held GAIN Capital Group,
under which GAIN would acquire the Refco FXA retail customer
account information and related assets.  The proposed agreement
provides RFXA customers with the potential to recover up to 100%
of account balances.  The proposed agreement is reflected in a
non-binding term sheet that is subject to documentation and
Bankruptcy Court approval, among other conditions.

RFXA currently has 15,000 retail foreign exchange trading
accounts.  Upon the closing date of the proposed transaction, 40%
of RFXA's customers could receive a full recovery of their account
balances, if they open an account with GAIN and execute at least
one trade.  Customers with larger deposits can also receive up to
100% recovery provided they meet certain trading thresholds, as
outlined in the term sheet.

"We chose to work with GAIN for a number of reasons," Refco's
Chief Restructuring Officer David Pauker said.  "GAIN is a leader
in the industry and expressed early interest in the RFXA clients.  
They also have both the financial and operational resources
necessary to help achieve a smooth transition for customers and to
offer continued support for their ongoing trading needs.  Just as
important, GAIN and FOREX.com have an exemplary record with the
National Futures Association and, unlike RFXA, are regulated as a
futures commission merchant.  Their reputation in the industry
speaks for itself."

"The proposed agreement benefits creditors by reducing a portion
of the pre-petition customer claims against RFXA," continued Mr.
Pauker.  These claims, which include customer deposits, total over
$100 million.

"At the same time, the proposed transaction with GAIN represents a
much improved recovery for RFXA customers," Mr. Pauker said.

"We are pleased to be able to offer Refco FX clients the ability
to recover up to 100 percent of their assets and at the same time
to trade forex with a regulated firm," said GAIN's Chief Executive
Officer Mark Galant.  GAIN Capital Group and FOREX.com are
registered with the National Futures Association as a Futures
Commission Merchant.

"In addition, if a RFXA customer chooses to opt into the program
but does not recoup the full amount of their online account
balance, they would still retain all their rights to the balance
of their claim as a general unsecured creditor of Refco," Mr.
Galant said.

                 Terms of the Proposed Agreement

Under the terms of the proposed agreement, GAIN will offer RFXA
clients the option to open an account at FOREX.com, GAIN's retail
division.  For RFXA clients who opt to do so, GAIN has agreed to
immediately fund an amount equal to the lesser of the customer's
aggregate RFXA account balance or $150 per account when the client
activates a new account.  Clients with balances of $40 or less
would be able to withdraw their funds immediately upon opening
their account at FOREX.com.  For customers with larger deposits,
GAIN has agreed to reimburse customers up to their full account
balance, payable in 25% increments every six months, provided they
meet certain trading thresholds.

Mr. Pauker said that, at present, it is not expected that RFXA
will have sufficient assets to pay its creditors in full.  In
addition to customer and trade liabilities, which exceed
$140 million, RFXA is a guarantor of Refco's secured bank debt
and unsecured bonds, which total in excess of $1 billion.  RFXA
has approximately $54 million of cash and securities, much of
which is claimed as collateral by Refco's secured lenders.  RFXA
is also owed money by some Refco affiliates, but the timing and
amount of those recoveries is uncertain; Refco's lenders also
assert claims to those receivables.

                    About GAIN Capital Group

Headquartered in Bedminster, New Jersey, GAIN Capital Group --
http://www.gaincapital.com/-- is a leading provider of foreign  
exchange services, including direct-access trading and asset
management.  Founded in 1999 by Wall Street veterans, GAIN Capital
Group is one of the largest, most respected firms in the online
forex industry, servicing clients from more than 140 countries and
supporting trade volume in excess of $100 billion per month.  The
company operates sales offices in New York and Shanghai.

The company operates two full service web portals. FOREX.com
(www.forex.com) services individual investors of all experience
levels with a full-service trading platform, lower account
minimums and extensive education and training.  The company's
flagship service, GAIN Capital focuses on the needs of
professional forex traders, including hedge funds and money
managers.

                        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).


RENATA RESORT: Taps Kerrigan & Merritt as Tax Accountants
---------------------------------------------------------
Renata Resort, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Florida in Panama City for permission to
employ Kerrigan & Merritt, LLC, as its tax accountants.

Kerrigan & Merritt will:

    a. prepare and review federal and state corporate income tax
       returns and supporting schedules together with any loss
       carryback returns that may be necessary;

    b. provide tax advisory services in connection with the
       completion of a loss carry back claim and related tax
       research and consultation;

    c. provide tax consulting services relative to any existing or
       future IRS, state and local examinations;

    d. provide accounting support related to tax advisory
       services;

    e. provide any other tax advice and assistance as may be
       requested from time to time by the Debtor; and

    f. assist the Debtor in addressing issues and in discussions
       with existing lenders in connection with maintaining
       ongoing financing of the Debtor's operations;

The Debtor tells the Court that Tom Merritt and Diane Kerrigan
will be the lead professional in this engagement.  Mr. Merritt and
Ms. Kerrigan both bill at $250 per hour.

Mr. Merritt, a partner at Kerrigan & Merritt, assures the Court
that his firm is disinterested as that term is defined in Section
101(14) of the Bankruptcy Code.

Headquartered in Panama City, Florida, Renata Resort, LLC, fdba
Sunset Pier Resort, LLC, operates a hotel and resort.  The company
filed for chapter 11 protection on May 31, 2006 (Bankr. N.D. Fla.
Case No. 06-50114).  John E. Venn, Jr., Esq., at John E. Venn,
Jr., P.A., represents the Debtor in its restructuring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtor's case.  When the Debtor filed for protection from its
creditors, it listed total assets of $19,947,271 and total debts
of $8,524,196.


RENATA RESORT: Seeks Court OK for Adams & Reese as Special Counsel
------------------------------------------------------------------
Renata Resort, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Florida in Panama City for authority to
employ Adams and Reese, LLP, as its special counsel.

Adams and Reese will:

    (a) assist with plan negotiations and plan structure;

    (b) assist with claim estimation proceedings;

    (c) evaluate potential claims the Estate may have against
        third parties, including but not limited to Earl Durden,
        Sylvia Harrison and Vanguard Bank;

    (d) negotiate and obtain financing; and

    (e) assist with litigation in adversary proceedings or
        contested matters, to the extent necessary.

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

     Professional                        Hourly Rate
     ------------                        -----------
     John M. Duck, Esq.                      $330
     Charles Cook, Esq.                      $295
     Stacey L. Greaud, Esq.                  $240
     Lisa M. Hedrick, Esq.                   $220
     Jason M. Cerise, Esq.                   $190
     Paralegals and Law Clerks               $120

John M. Duck, Esq., a partner at Adams and Reese, assures the
Court that his firm does not represent any interest adverse to the
Debtor, its estates or other parties-in-interest.

Headquartered in Panama City, Florida, Renata Resort, LLC, fdba
Sunset Pier Resort, LLC, operates a hotel and resort.  The company
filed for chapter 11 protection on May 31, 2006 (Bankr. N.D. Fla.
Case No. 06-50114).  John E. Venn, Jr., Esq., at John E. Venn,
Jr., P.A., represents the Debtor in its restrucutring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtor's case.  When the Debtor filed for protection from its
creditors, it listed total assets of $19,947,271 and total debts
of $8,524,196.


REUNION INDUSTRIES: Gets Delisting Notice from AMEX
---------------------------------------------------
The American Stock Exchange informed Reunion Industries, Inc., on
June 20, 2006, that the Company failed to meet two listing
standards:

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

   (2) Section 1003(a)(iv) of the Company Guide based on the
       amount of its losses and the impairment of its financial
       condition.

AMEX said that in order to maintain its listing, Reunion must
submit a plan by July 20, 2006, advising the Exchange of any
action taken, or will take, that will bring it into compliance
with Sections 1003(a)(i) and 1003(a)(iv) of the Company
Guide by Dec. 31, 2006, including specific milestones, quarterly
financial projections and details related to any strategic
initiatives the registrant plans to complete.  

Reunion is in the process of preparing the Plan and intends to
submit it by the July 20, 2006 deadline.

                     About Reunion Industries

Headquartered in Pittsburgh, Pennsylvania, Reunion Industries,
Inc. -- http://www.reunionindustries.com/-- owns and operates  
industrial manufacturing operations that design and manufacture
engineered, high-quality products for specific customer
requirements, such as large-diameter seamless pressure vessels,
hydraulic and pneumatic cylinders, grating and precision plastic
components.

                        Going Concern Doubt

Mahoney Cohen & Company, CPA, P.C., in New York, raised
substantial doubt about Reunion Industries's ability to continue
as a going concern after auditing the Company's consolidated
financial statements for the years ended Dec. 31, 2005 and 2004.
The auditor pointed to the Company's loss from continuing
operations, and working capital and stockholders' equity
deficiencies.


RIVERSTONE NETWORKS: Morrison Questions Panel's Subpoena Powers
---------------------------------------------------------------
Morrison & Foerster LLP, as counsel to Riverstone Networks, Inc.,
and its debtor-affiliates in securities litigation, asks the U.S.
Bankruptcy Court for the District of Delaware to vacate an order
giving broad authority to the Official Committee of Equity
Security Holders to investigate and prosecute certain potential
causes of action.  

                    Morrison's Representation

Before the Debtors filed for bankruptcy, the Morrison represented
the Debtors and some of the Debtors' officers and directors in a
securities litigation before the U.S. District Court for the
Northern District of California.  The litigation consisted of
class and derivative claims, both of which were settled.  

Morrison also represented the Debtors and the Debtors' D&O in a
related derivative lawsuit in the Santa Clara County Superior
Court.  The federal derivative litigation is currently on appeal
to the Ninth Circuit Court of Appeals.  The state derivative
action, which was resolved in connection with the federal
derivative settlement, is stayed.  

The Morrison firm also assisted the special committee of
Riverstone's Board of Directors in an internal review and
continues to represent the Company in responding to government
requests for information.  

                     Court's Rule 2004 Order

Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon LLP,
in Wilmington, Delaware, says the order appears to be the result
of the mediation ordered by the Court on May 11, 2006.  The Court
ordered that "issues relating to the negotiation of a plan of
reorganization among the Debtors, the Debtors' current officers
and directors, the Official Committee of Unsecured Creditors, and
the Official Committee of Equity Security Holders be assigned to
mediation."  After successful mediation, the Court entered an
order granting broad powers to the Equity Committee to investigate
and prosecute cause of action.  The Morrison firm was not part of
the mediation process and did not see the contents of the final
Court order, which was entered on June 12, 2006.  

The next day, on June 13, 2006, the Equity Committee subpoenaed
the Morrison firm to produce documents and to be subjected to a
broad deposition.  

Ms. Silverstein contends that because the order was entered on
consent of the major parties, the Court did not have the
opportunity to hear any opposing view.  Because effect of the
order is to vitiate certain rights of certain parties not before
it, the Court should reconsider and vacate the order.  

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


RIVERSTONE NETWORKS: Equity Panel Taps Houlihan Lokey as Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware allowed the
Official Committee of Equity Security Holders in Riverstone
Networks, Inc., and its debtor-affiliates' chapter 11 cases to
retain Houlihan Lokey Howard & Zukin Capital, Inc., as its
financial advisor, nunc pro tunc to March 8, 2008.

The Equity Committee expects Houlihan Lokey to:

   a) evaluate the Debtors' assets and businesses;

   b) analyze the Debtors' financial and operating statements;

   c) analyze the Debtors' business plans and forecasts;   

   d) evaluate the Debtors' current stalking horse bid from
      Lucent Technologies, Inc. and the related asset purchase
      agreement and related documents;

   e) evaluate the sale process run by Sonenshine that produced
      the Lucent Bid and helping to develop potential
      improvements in the price or terms that might be achieved
      in the auction process;

   f) review and supplement the list of potential purchasers to
      be contacted in the re-marketing process prior to the bid
      deadline;

   g) work with the Debtors' financial advisor to try and obtain
      other potential buyers to submit a "qualified bid" in
      accordance with the bidding procedures;

   h) provide advice on the conduct of the auction and
      negotiations with qualified bidders throughout the auction
      to obtain the highest and best offer from the qualified
      bidders;

   i) provide specific valuation or other financial analyses
      related to the M&A Sale Process as the Equity Committee may
      require; and

   j) provide testimony in Court on behalf of the Equity
      Committee, relating to the M&A Sale Process if necessary or
      as reasonably requested by the Equity Committee, subject to
      the terms of the Engagement Agreement.

As compensation, Houlihan Lokey will receive:

   -- a $100,000 monthly fee; and

   -- a transaction fee equal to 2% of aggregate gross
      consideration of an M&A Transaction between $200 Million
      and $225 million plus 4% of aggregate gross consideration
      in excess of $225 million.

Houlihan Lokey will also seek reimbursement for expenses incurred
in connection with the engagement.

To the best of the Equity Committee's knowledge, Houlihan Lokey
does not hold any interests adverse to the Debtors and is
disinterested as the term is defined in Sec. 101(14) of the
Bankruptcy Code.

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


SAINT VINCENTS: Tort Panel Presses for August 1 Claims Bar Date
---------------------------------------------------------------
The Official Committee of Tort Claimants of Saint Vincents
Catholic Medical Centers of New York and its debtor-affiliates
asks the U.S. Bankruptcy Court for the Southern District of New
York to fix Aug. 1, 2006, at 4:00 p.m. Prevailing Eastern Time as
last day and time by which Medical Malpractice Claims against the
Debtors must be filed.

In addition, the Tort Committee asks the Court to approve the use
of a form and manner of notice for the Second Bar Date, which is
similar to the Court-approved March 30, 2006, bar date by which
proofs of claim based on prepetition debts or liabilities against
any of the Debtors must be filed.

Neither the Bankruptcy Rules nor the Court's Local Rules specify
a time by which proofs of claim or interest must be filed in
Chapter 11 cases, Richard S. Kanowitz, Esq., at Kronish Lieb
Weiner & Hellman LLP, in New York, contends.

The establishment of a second bar date for the holders of
prepetition medical malpractice claims has been granted in a
similar hospital bankruptcy proceeding in the Bankruptcy Court
for the Northern District of New York.

Mr. Kanowitz cites In re Crouse Health Hosp., Inc., (Bankr.
N.D.N.Y. 2001), in which Judge Gerling issued an Order dated
September 10, 2003, which, in recognition of the difficulty
inherent in ascertaining the identity of medical malpractice
claimants, established a second bar date to provide previously
unknown prepetition medical malpractice claimants sufficient time
to state their claims against the debtor.

Mr. Kanowitz notes that the second bar date in In re Crouse was
established two years after the initial bar date and after the
Debtor filed its plan of reorganization.

Thus, Mr. Kanowitz asserts, fixing the Second Bar Date is
justified because:

    1) Since the passage of the First Bar Date numerous motions
       have been filed by Medical Malpractice Claimants seeking
       the Court's authority to file late proofs of claim
       pursuant to Rule 9006(b) of the Federal Rules of
       Bankruptcy Procedure;

    2) Attorneys representing Medical Malpractice Claimants who
       have yet to initiate lawsuits may not have received actual
       notice of the First Bar Date.  These attorneys have only
       received constructive notice, if they received any notice
       at all;

    3) Medical Malpractice Claimants may have only recently sought
       legal advice and been provided with the necessary films or
       records from the Debtors' facilities.  As a result, more
       Medical Malpractice Claimants have been discovered since
       the First Bar Date; and

    4) Medical Malpractice Claimants and their counsel may have
       contacted the Debtors prior to the First Bar Date.  In many
       instances, the contact would, as a matter of law, be
       considered sufficient to qualify as an "informal proof of
       claim."

The Tort Committee also proposes that:

    (a) the Second Bar Date apply solely to Medical Malpractice
        Claims, without prejudice, to any individual Medical
        Malpractice Claimant's right to seek further extension;

    (b) the Debtors, in consultation with the Tort Committee,
        provide actual, written notice to all known Medical
        Malpractice Claimants and their counsel; and

    (c) in accordance with Rule 9008 of the Federal Rules of
        Bankruptcy, the Debtors, in consultation with the Tort
        Committee, publish the Notice once at least 30 days before
        the Second Bar Date on the Web site associated with the
        New York State Trial Lawyers Association at
        http://www.nystla.org/

                          Debtors Object

The Debtors argue that the Tort Committee has failed to
demonstrate cause for a wholesale extension of the deadline for
filing proofs of claim pursuant to Bankruptcy Rule 3003(c)(3) for
all Medical Malpractice Claimants or, equally important, that
individual requests for relief from the Bar Date cannot be
handled appropriately on an individual basis.

The Debtors remind the Court that notice of the Bar Date, which
was given by actual, written notice to known potential creditors
and as many as 3,600 known potential Medical Malpractice
Claimants, and by publication in leading city and local
newspapers for known and unknown creditors, was reasonably
calculated to get notice of the Bar Date to potential creditors,
including Medical Malpractice Claimants.

There is no legal or factual basis to impose a new, Medical-
Malpractice-Claimant-only bar date, the Debtors assert.

Furthermore, the Debtors continue, the expense and prejudice to
the Debtors' estate and to those creditors that timely filed
proofs of claim do not support the imposition of a New Bar Date.

            Creditors' Committee Doesn't Like It Either

The Official Committee of Unsecured Creditors ask the Court to
deny the Tort Committee's request because the Tort Committee has
not demonstrated that, as a general matter, notice of the
existing bar date was inadequate to the medical malpractice
claimants.

As in all cases, the Creditors' Committee notes, the Court can
address individual issues concerning late claims on a case by
case basis, without the need to vitiate the existing bar date by
establishing a new bar date for a select group of creditors.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the       
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 28
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENTS: Ct. Approves Sale of Queens Assets to Caritas
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved the sale of Mary Immaculate Hospital and St. John's
Queen's Hospital located in Queens, New York, to Caritas Health
Care Planning, Inc., an affiliate of Wyckoff Heights Medical
Center.

As reported in the Troubled Company Reporter on May 16, 2006,
Caritas will:

          -- issue to the Sellers a Primary Note with a principal
             amount of $36,500,000, less the Deposit and certain
             Assumed Liabilities;

          -- issue to the Sellers an Additional Note with a
             principal amount of $5,000,000, less the Additional
             Pre-Closing Assumed Liabilities;

          -- assume the Assumed Liabilities; and

          -- pay the Cure Amounts.

The Court rules that the Purchased Assets do not include, and the
Debtors will not and are specifically not authorized to transfer
to the Purchaser, any asset or interest that is the subject of a
self-insurance trust, self-insurance pool, or other self-insurance
program of any of the Debtors.  All claims and positions of Patsy
Merola and Great American Insurance Company to assert an interest
are reserved for further review and determination by the Court, on
motion by any party.

The Debtors will not sell or transfer any Purchased Assets that
are subject to a lien or security interest in favor of GE Capital
unless (a) GE Capital consents, (b) the Court orders the sale or
transfer, or (c) GE Capital's consent is not required under the
GE Capital Financing Agreements.

Judge Hardin rules that the Sellers will only allocate the cash
consideration received for the Purchased Assets in a manner that
(i) has received the consent of the Creditors' Committee or (ii)
has been authorized by further Court order.

As of the Closing, the Queens Tower Leases will be assumed by the
Debtors and assigned to Purchaser in their entirety as they are.
The Third/Fourth Floor Lease will expire by its own terms on
Dec. 31, 2006.

The Debtors will pay to Queens Office Tower any required Cure
Amounts and place in escrow the disputed Cure Amounts.

SVCMC's fee interest in St. Dominic's Family Health Center
located at 114-39 Sutphin Boulevard, Queens, New York is being
transferred to the Purchaser, and SVCMC is assuming and assigning
to the Purchaser all its rights and obligations in:

    (i) the Operating Lease and Agreement, dated as of October 1,
        1996, between SVCMC's predecessor and the Primary Care
        Development Corporation; and

   (ii) the Ground Lease, dated as of October 1, 1996, between
        SVCMC's predecessor and the Dormitory Authority for the
        State of New York.

No assets owned by Computer Sciences Corporation, and used by CSC
and the Debtors in connection with CSC's provision of services
under the Information Technology Service Agreement dated April 2,
2001, are being transferred to the Purchaser.

Judge Hardin orders the Debtors to pay any outstanding water and
sewer charges relating to the Purchased Assets to the City of New
York prior to or at Closing.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the       
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 28
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SANDISK CORP: Guarantees Payment of 50% of Unit's Lease Debts
-------------------------------------------------------------
SanDisk Corporation entered into a Guarantee Agreement with IBJ
Leasing Co., Ltd., Sumisho Lease Co., Ltd., and Toshiba Finance
Corporation on June 20, 2006.

Under this Guarantee Agreement, SanDisk will guarantee 50% of the
payment obligations of Flash Partners Yugen Kaisha, SanDisk's
49.9%-owned flash memory manufacturing company formed with Toshiba
Corporation, to the Lessors under a Basic Lease Contract for lease
of semiconductor manufacturing equipment to be installed in Fab 3
at Toshiba's Yokkaichi operations dated as of June 20, 2006 among
Flash Partners and the Lessors.

Toshiba has entered into a similar guarantee agreement with IBJ
and Sumisho, as to which SanDisk has no additional guarantee
obligations.  SanDisk's guarantee obligation represents 50% of
Flash Partners' JBY32 billion, or approximately $275 million based
upon the exchange rate at June 23, 2006, obligation to the Lessors
under the Basic Lease Contract.

Under the Basic Lease Contract, Flash Partners will lease flash
memory manufacturing equipment from the Lessors for a period of
four or five years, as specified in each drawdown under the Basic
Lease Contract, and is obligated to make quarterly lease payments.  
The Basic Lease Contract also provides Flash Partners with an
option to purchase the leased equipment at fair market value at
the time of purchase.

If Flash Partners defaults on any of its financial obligations
under the Basic Lease Contract guaranteed by SanDisk, the Lessors
may make a written demand that SanDisk perform these obligations
within 20 business days of SanDisk's receipt of the written
demand, so long as the Lessors have first provided Flash Partners
with 10 business days to cure the default.

Upon any default or termination, SanDisk will be jointly and
severally liable with Flash Partners to the Lessors to the extent
of the guarantee, without any obligation on the part of the
Lessors to first exhaust any remedies it may have against Flash
Partners.

                          About SanDisk

SanDisk Corp. -- http://www.sandisk.com/-- is a leading  
manufacturer of various formats of flash memory cards for use in
consumer electronics products, including digital cameras, mobile
phones, and game systems.  In addition, the company produces
devices such as USB drives and MP3 music players.

                           *     *     *

As reported in the Troubled Company Reporter on May 11, 2006,
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Sunnyvale, California-based SanDisk Corp.'s proposed issue of
$1.0 billion of senior unsecured convertible notes due 2013.  The
'BB-' corporate credit rating on SanDisk was affirmed.  The rating
outlook is stable.


SERACARE LIFE: Gets Final Court Approval for Cash Collateral Use
----------------------------------------------------------------
The Honorable Louise DeCarl Adler of the U.S. Bankruptcy Court for
the Southern District of California allowed SeraCare Life
Sciences, Inc., on a final basis, to use cash collateral securing
repayment of its secured prepetition loan to Union Bank of
California and Brown Brothers Harriman & Co.

The Debtor and the lenders agreed that principal payments on the
prepetition loans will be paid, in cash, on these dates:

      August 1, 2006    -- $1 million

      September 1, 2006 -- the remaining principal and interest on
      the term loan (approximately $1 million)

Around $4.855 million was paid on June 1, 2006, and approximately
$2.147 million was paid on July 1, 2006.

On Aug. 15, 2006, the Debtor will pay an additional $820,000 to
the senior secured lenders on account of certain professional fees
and expenses.  The senior secured lenders reserve the right to
collect additional actual professional fees and expenses that
accrue prior to Sept. 30, 2006, in amounts in excess of $820,000,
if any, and any post-Sept. 30, 2006, professional fees and
expenses.  Any over-payment will be applied against future fees.

Interest will be paid monthly to the senior secured Lenders at the
non-default rate.  The senior secured lenders' alleged right to
collect default interest will be waived if these conditions occur:

     i. Term Loan.  The senior secured lenders' alleged right to
        collect interest at default rate as to the Loan would be
        waived if the Term Loan is paid in full, in cash, on or
        before September 1, 2006; and

    ii. Revolver Loan.  The senior secured lenders' alleged right
        to collect default interest as to the revolver loan would
        be waived as follows:

        -- 100% waiver if paid in full by 11/15/06;
        -- 75% waiver if paid in full by 12/15/06;
        -- 50% waiver if paid in full by 1/15/07;
        -- 25% waiver if paid in full by 2/15/07.

The Court's final order will expire automatically during the
initial period ending on July 28, 2006, if any of these occur:

   a. the amount of the Senior Secured Lenders' debt (including
      principal and accrued interest, but excluding professional
      fees and expenses) is no longer fully collateralized by the
      Debtor's cash; or

   b. the Debtor's overall actual expenses exceed 115% of the
      budget (measured on a monthly basis without reference to any
      individual line item cap); or

   c. the Debtor fails to make any of the payments owing to the
      secured lenders during that time period under the Court's
      final order or other default under the final order occurs;

If none of these triggers occur, the term of the Court's final
order will be automatically extended for the next 36 days from
July 29, 2006, to Sept.1, 2006.  If none of the triggers occur by
the end of that period, the Court's final order will be extended
further automatically from Sept. 2, 2006, to Sept. 29, 2006.

The Court ordered the Debtor to provide the secured lenders and
the Official Committee of Unsecured Creditors with an excess
inventory liquidation plan on or before July 15, 2006.

The secured lenders will retain their existing liens against their
collateral, and its proceeds.  In addition, the secured lenders
will continue to have a fully perfected replacement lien on assets
of the estate that is co-extensive with, and limited by, the
scope, validity and priority of their existing lien rights.  The
secured lenders will continue to have all of the rights afforded
to them under Section 507(b) of the Bankruptcy Code.

Based in Oceanside, California, SeraCare Life Sciences, Inc. --
http://www.seracare.com/-- develops and manufactures biological
based materials and services for diagnostic tests, commercial
bioproduction of therapeutic drugs, and medical research.  The
Company filed for chapter 11 protection on March 22, 2006
(Bankr. S.D. Calif. Case No. 06-00510).  The Official Committee of
Unsecured Creditors selected Henry C. Kevane, Esq., and Maxim B.
Litvak, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub
LLP, as its counsel.  When the Debtor filed for protection from
its creditors, it listed $119.2 million in assets and
$33.5 million in debts.


SIERRA HEALTH: Can Draw up to $250 Mil. Under Amended Debt Pact
---------------------------------------------------------------
Sierra Health Services Inc. entered, on June 26, 2006, into the
Fifth Amendment to its existing revolving credit facility, dated
March 3, 2003.

The Fifth Amendment, among other things, extends the maturity to
June 26, 2011, increases the availability from $140 million to
$250 million and reduces the drawn and un-drawn borrowing costs.
The facility is available for general corporate purposes.

As of June 26, the Company has drawn $20 million on this facility.
Based on the amendment and its current debt ratings, the Company's
borrowing rate on the outstanding balance is LIBOR plus 0.75% and
the facility fee on undrawn funds is 0.15%.

Banc of America Securities LLC is serving as the sole lead
arranger and book manager under this amended credit facility.  The
lenders include, among others, Bank of America, N.A., as
administrative agent and US Bank, N.A. and Calyon New York Branch
as syndication agents.  Documentation agents include The Bank of
New York, JPMorgan Chase Bank, N.A, Harris, N.A. and Wells Fargo
Bank, N.A.

The credit facility remains secured by guarantees by certain of
Sierra's subsidiaries and a first priority perfected security
interest in:

     -- all of the capital stock of each of the Company's
        unregulated, material domestic subsidiaries; and

     -- all other present and future assets and properties of the
        Company and its subsidiaries that guarantee its credit
        agreement obligations except for the capital stock of CII
        Financial, Inc. and certain other exclusions.

Headquartered in Las Vegas, Nevada, Sierra Health Services Inc.
(NYSE: SIE) -- http://www.sierrahealth.com/-- is a diversified  
health care services company that operates health maintenance
organizations, indemnity insurers, military health programs,
preferred provider organizations and multispecialty medical
groups. Sierra's subsidiaries serve more than 1.2 million people
through health benefit plans for employers, government programs
and individuals.

                           *     *     *

As reported in the Troubled Company Reporter on May 4, 2006,
Standard & Poor's Ratings Services raised its counterparty credit
rating on Sierra Health Services Inc. to 'BB+' from 'BB' and
removed it from CreditWatch with positive implications, where it
was placed on Feb. 7, 2006.  Standard & Poor's also said that the
outlook on Sierra is positive.


SILICON GRAPHICS: Committee Taps Rosen Slome as Conflict Counsel
----------------------------------------------------------------
Pursuant to Sections 327 (a) and 1103 of the Bankruptcy Code, and
Rule 2014 of the Federal Rules of Bankruptcy Procedure, the
Official Committee of Unsecured Creditors in Silicon Graphics,
Inc. and its debtor-affiliates' chapter 11 cases, asks the U.S.
Bankruptcy Court for the Southern District of New York for
authority to retain Rosen Slome Marder LLP as its conflict
counsel, nunc pro tunc to June 7, 2006.

RSM was selected based on its experience in representing
committees and other parties in other Chapter 11 cases and its
knowledge in the field of bankruptcy and creditors' rights, and
related litigation, relates Jaspaul Singh, co-chairperson of the
Committee.

The Committee believes that RSM will be needed in matters that may
not be appropriate for Committee counsel Winston & Strawn LLP, to
handle due to potential conflict of interest issues.  Winston &
Strawn has informed the Committee that its current clients
include:

    * Bear Stearns and Co., Inc., the Debtors' proposed financial
      advisor; and

    * Wells Fargo Foothill, Inc., one of the Debtors' prepetition
      secured lenders.

As conflicts counsel, RSM will:

    a. represent the Committee in connection with the
       investigation of liens and claims of the Debtors'
       prepetition secured lenders against the Debtors' estates,
       and the pursuit of claims against the lenders;

    b. represent the Committee with regard to other matters, if
       any, related to the prepetition secured lenders;

    c. assist Winston and Strawn in matters relating to the
       Debtors' proposed debtor-in-possession financing;

    d. advise the Committee and represent it concerning any other
       matters with respect to which Winston & Strawn may have a
       potential conflict of interest; and

    e. perform other professional services at the request of the
       Committee, including without limitation, those set forth in
       Section 1103.

Mr. Singh informs the Court that Winston & Strawn and RSM have
coordinated, and will continue to coordinate, their efforts and
clearly delineate their duties to minimize any duplication of
effort.

RSM will be paid on an hourly basis in accordance with its
customary hourly rates, subject to periodic adjustments to reflect
economic and other conditions.  The firm's current hourly rates
are:

          Partners                      $325 to $380
          Paralegals and Associates     $100 to $285

Neither RSM nor its professionals hold or represent any other
entity having an adverse interest with respect the proceedings,
assures Thomas R. Slome, a partner of the firm.

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


SILICON GRAPHICS: Creditors Panel Wants FTI as Financial Advisors
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Silicon Graphics,
Inc. and its debtor-affiliates' chapter 11 cases, asks the U.S.
Bankruptcy Court for the Southern District of New York for
permission to retain FTI Consulting, Inc., as its financial
advisors, effective as of May 18, 2006.

Jaspaul Singh, co-chairperson of the Committee, relates that the
services of FTI are deemed necessary to enable the Committee to
assess and monitor the efforts of the Debtors and their advisors
to maximize the value of their estates and to reorganize
successfully.  FTI is well qualified and able to represent the
Committee in a cost-effective, efficient and timely manner, adds
Mr. Singh.

As Financial Advisor to the Committee, FTI will provide financial
advisory services, including:

A. Assistance in the review of:

    -- financial related disclosures required by the Court,
       including the Schedules of Assets and Liabilities, the
       Statement of Financial Affairs, and the Monthly Operating
       Reports;

    -- the Debtors' short-term cash management procedures and
       monitoring of cash flows;

    -- the Debtors' employee benefit programs, including key
       employee retention, incentive, pension and other post-
       retirement benefit plans;

    -- the Debtors' performance of cost/benefit evaluations with
       respect to the affirmation or rejection of various
       executory contracts involving vendors and customers;

    -- financial information distributed by the Debtors, including
       cash flow projections and budgets, cash receipts and
       disbursement analyses, analyses of various asset and
       liability accounts, intercompany transactions, and
       operating results; and

    -- potential claims levels and the Debtors' reconciliation
       or estimation process;

B. Assistance and advice to the Committee with respect to the
    Debtors':

    -- identification of core business assets and the disposition
       of assets or liquidation of unprofitable operations; and

    -- management of their supply chain, including critical and
       foreign vendors;

C. Assistance in the evaluation:

    -- of the Debtors' operations and identification of areas of
       potential cost savings, including overhead and operating
       expense reductions and efficiency improvements; and

    -- and analysis of avoidance actions, including fraudulent
       conveyances and preferential transfers;

D. Assistance with:

    -- information and analyses required pursuant to any debtor-
       in-possession financing, including the review of borrowing
       base calculations and financial covenants and
       identification of alternatives; and

    -- various tax matters including the impact of the
       Debtors' claims and equity trading and tax issues related
       to a plan of reorganization;

E. Assistance and preparation of information and analysis of
    Chapter 11 proceedings including valuation and identification
    of alternatives;

F. Attendance at meetings and assistance in discussions with the
    Debtors, potential investors, banks, other secured lenders,
    the Committee, and any other official committees organized in
    the Chapter 11 proceedings, the U.S. Trustee, other
    parties-in-interest and their professionals, as requested;

G. Litigation advisory services with respect to accounting and
    tax matters, along with expert witness testimony on case
    related issues as required by the Committee; and

H. Render other general business consulting or other assistance
    as the Committee or its counsel may deem necessary that are
    consistent with the role of a financial advisor and not
    duplicative of services provided by other professionals in the
    proceeding.

FTI will be paid a fixed allowance of:

    -- $175,000 for the first month;
    -- $150,000 for the second month; and
    -- $100,000 per month for each additional month after.

FTI will also be paid a $500,000 completion fee, plus
reimbursement of actual and necessary expenses.

According to Mr. Singh, the Completion Fee, which needs the
Committee's approval, will be considered earned and payable,
subject to the Court's approval, by the earliest of (i) the
confirmation of a plan of reorganization or a plan of liquidation,
or (ii) the sale or liquidation of all or substantially all of the
Debtors' assets.

Michael Eisenband, senior managing director of FTI, assures the
Court that his firm does not have any connection with or interest
adverse to the Debtors or any party-in-interest.  FTI has not and
will not represent any parties other than the Debtors in their
Chapter 11 cases or in connection with any adverse matters, Mr.
Eisenband says.

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


SOLUTIA INC: Unit Secures Commitment for EUR200 Million Loan
------------------------------------------------------------
Solutia Europe SA/NV, a Solutia Inc. subsidiary, received a fully
underwritten commitment from Citigroup Global Markets Limited for
a EUR200 million loan maturing in 2011 to refinance its EUR200
million of 10% Euro notes due in 2008.  The new loan is priced at
EURIBOR plus 2.75%, which is currently about 6%.  SESA anticipates
closing the transaction on Aug. 1, 2006.

Under the terms of the new loan, SESA will also be able to
complete the previously announced sale of its Pharmaceutical
Services business, which it expects to occur in August.

"This new financing brings significant benefits to Solutia, and
demonstrates the continued confidence the financial markets have
in the company," said Jim Sullivan, senior vice president and
chief financial officer, Solutia Inc.  "We project this new
financing will result in significant interest savings for Solutia.
In addition, it allows us greater flexibility to divest non-core
assets, such as our Pharmaceutical Services business."

                       About Solutia Inc.

Based in St. Louis, Mo., Solutia, Inc. -- http://www.solutia.com/   
-- with its subsidiaries, make and sell a variety of high-
performance chemical-based materials used in a broad range of
consumer and industrial applications.  The Company filed for
chapter 11 protection on December 17, 2003 (Bankr. S.D.N.Y. Case
No. 03-17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.  Solutia is represented by Richard M. Cieri, Esq., at
Kirkland & Ellis.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.


STARK CERAMICS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Stark Ceramics, Inc.
        600 West Church Street East
        Canton, Ohio 44730

Bankruptcy Case No.: 06-61101

Type of Business: The Debtor manufactures structural ceramic
                  masonry, and is the world's largest producer
                  of Structural Glazed Facing Tile for
                  interiors.  See http://www.starkceramics.com/

Chapter 11 Petition Date: June 29, 2006

Court: Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Richard G. Zellers, Esq.
                  Luckhart, Mumaw, Zellers & Robinson
                  3810 Starrs Centre Drive
                  Canfield, Ohio 44406
                  Tel: (330) 702-0780
                  Fax: (330) 702-0788

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Exelon Energy Company            Utility Bills         $350,760
21425 Network Place
Chicago, IL 60673

Foltz & Foltz L.P.               Utility Bills         $141,997
4700 Ravenna Avenue Southeast
East Canton, OH 44730

Eric Petroleum Corporation       Utility Bills          $69,024
4206 1/2 Boardman Canfield Road
Canfield, OH 44406

Ferro Corp.                                             $57,972

Friendly City Box Co., Inc.                             $51,585

Ohio Department of Job           Payroll Taxes          $45,385
And Family

Buckingham Doolittle Burroughs                          $44,437

Chemical Products Corp.                                 $41,826

Buckeye Industrial Mining                               $36,967

Prince Manufacturing Company                            $35,388

Johnson Matthey, Inc.                                   $29,937

Primetime Medical                Payroll Deductions     $27,310
Insurance Co.

NXTP Consulting, LLC                                    $22,809

Fusion Ceramics                                         $21,311

Hoover & Associates, Inc.                               $17,760

Blue Jay Enterprises                                    $15,483

Stark Ceramics ESOP Trustee                             $15,000

Bulk Equipment Systems                                  $14,964

Starkey Machinery, Inc.                                 $14,827

Cerco                                                   $14,370


STONE ENERGY: S&P Revises Ratings' Watch Implication to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications on the Stone Energy Corp. ratings to negative from
developing.

The rating action follows Stone Energy's announcement that it had
entered into a definitive merger agreement with Energy Partners
Ltd. (B+/Watch Neg/--) and had terminated its existing agreement
with Plains Exploration & Production Co. (BB/Watch Neg/--).  

The transaction is valued at $2.2 billion, which includes $800
million in assumed debt from Stone Energy that will likely be
refinanced.  The transaction is expected to close in the fourth
quarter of 2006.  In addition, Energy Partners has advanced Plains
a $43 million breakup fee.

"The negative CreditWatch listing for Stone Energy reflects the
potential that ratings will be lowered or affirmed in the near
term," said Standard & Poor's credit analyst Jeffrey Morrison.  
"It incorporates our concern that leverage for the combined entity
will meaningfully worsen after effecting the transaction."

Despite increased scale in both reserves and daily production (and
the similar geographical footprints of the two companies), pro
forma leverage is not expected to be consistent with the current
Energy Partners rating.

Whether this will result in ratings falling beyond one notch will
depend on Standard & Poor's meeting with management to discuss:

   * business risk profile and strategic issues;
   * management's potential deleveraging strategy; and
   * the resulting capital structure.

If the transaction is successfully completed as outlined, the
ratings for Stone Energy would effectively be equalized with those
of Energy Partners.


STONY BROOK: Case Summary & Nine Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Stony Brook Development, LLC
        3049 Sand Flat Road
        Oakland, Maryland 21550

Bankruptcy Case No.: 06-13781

Type of Business: The Debtor is a family-oriented, full service
                  real estate and land development company.
                  See http://www.stonybrookproperties.com/

Chapter 11 Petition Date: June 29, 2006

Court: District of Maryland (Greenbelt)

Debtor's Counsel: Ronald J. Drescher, Esq.
                  Drescher & Associates
                  4 Reservoir Circle, Suite 107
                  Baltimore, Maryland 21208
                  Tel: (410) 484-9000
                  Fax: (410) 484-8120

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Nine Largest Unsecured Creditors:

      Entity                           Claim Amount
      ------                           ------------
   Sky Bank                              $2,600,000
   20291 Route 19
   Cranberry Square Mall
   Cranberry Twp, PA 16066

   K Bank                                $1,400,000
   111407 Cronhill Drive, Suite N
   Owings Mills, MD 21117

   County of Monongalia                      $8,874
   Sheriff & Treasurer
   243 High Street
   Morgantown, WV 26505-5492

   Eckert Seams Cherin & Mellott, LLC        $5,643

   CTL Engineering, Inc.                     $4,507

   Preston Excavating                        $4,500

   Alcon Planning & Consulting               $2,531

   Public Land Corporation of W.V.             $700

   West Virginia Department of                  $30
   Tax and Revenue


TENET HEALTHCARE: Inks Civil Settlement Pact with U.S. DOJ  
----------------------------------------------------------
Tenet Healthcare Corporation and its subsidiaries entered into a
Civil Settlement Agreement, on June 28, 2006, with the U.S.
Department of Justice acting on behalf of:

     -- The Office of Inspector General of the Department of
        Health and Human Services;

     -- The TRICARE Management Activity; and

     -- The Office of Personnel Management, which administers the
        Federal Employees Health Benefit Program

The settlement will conclude several governmental investigations,
including an inquiry by the U.S. Attorney's Office for the Central
District of California into Tenet's receipt of certain Medicare
outlier payments prior to 2003, as well as investigations by U.S.
Attorneys in Los Angeles and San Francisco, California, El Paso,
Texas, New Orleans, Louisiana, St. Louis, Missouri and Memphis,
Tennessee into physician financial relationships.  

The settlement will also bring to a close civil litigation
regarding Medicare coding that DOJ first filed against the company
in January 2003 and various qui tam, or whistleblower, actions
brought by private citizens on behalf of the government concerning
allegedly excessive or inappropriate claims to government health
care programs, including Medicare.  

Although Tenet specifically denies the allegations outlined by the
government in the Civil Settlement Agreement, the company agreed
to reach a full and final settlement as described in the agreement
to avoid the delay, uncertainty, inconvenience and expense of
protracted litigation.

Under the Civil Settlement Agreement, Tenet agreed to pay to the
United States:

     a) $450 million, plus interest accruing at a simple rate of
        4.125% from November 1, 2005, within 10 days after the
        effective date of the settlement agreement; and
   
     b) $275 million, plus interest accruing at a simple rate of
        4.125% from November 1, 2005, in quarterly installments
        from November 1, 2007 through August 1, 2010 in accordance
        with this schedule:

             Payment Date                        Amount
             ------------                        ------
             November 1, 2007                 $39,429,313
             February 1, 2008                 $24,231,796
             May 1, 2008                      $24,231,796
             August 1, 2008                   $24,231,796
             November 1, 2008                 $24,231,796
             February 1, 2009                 $24,231,796
             May 1, 2009                      $24,231,796
             August 1, 2009                   $24,231,796
             November 1, 2009                 $24,231,796
             February 1, 2010                 $24,231,796
             May 1, 2010                      $24,231,796
             August 1, 2010                   $24,231,796

In addition, the company agreed to waive, and not assert any claim
for, certain Medicare disproportionate share and outlier payments
to which it may be entitled from government health care programs,
which payments are valued by the government at $175 million.  The
company had not recorded these payments pending resolution of
various issues and the uncertainty that the payments would ever be
received.

If Tenet fails to make any of the payments to the United States at
the specified time, upon written notice to the company of this
default, Tenet will have 10 calendar days to cure the default.  If
the default is not cured within the 10-day period, the United
States may accelerate and make immediately due and payable the
remaining unpaid principal portion of the settlement amount, with
interest at a simple rate of 4.125% from November 1, 2005 to the
date of default and at a simple rate of 9.5% per annum from the
date of default to the date of payment.

Tenet also agreed to continue to cooperate with the government in
connection with any investigation the government may pursue into
the actions of individuals, including former executive officers
and employees of the company, relating to the matters described in
the Civil Settlement Agreement.  The government has agreed that if
it pursues claims that result in judgments against or settlements
with any individuals in connection with matters covered by the
settlement agreement, and a court determines that the individuals
are entitled by law to indemnification from the company or its
subsidiaries for all or any portion of those judgment or
settlement amounts, then the government will seek to recover from
the individuals only those amounts that, in the aggregate, total
no more than $75 million.

Tenet further agreed to enter into a multi-year Corporate
Integrity Agreement with the OIG within 90 days of the effective
date of the Civil Settlement Agreement.  The parties are currently
finalizing a CIA and have reached a common understanding on the
general terms of such an agreement.  Upon execution of a CIA, the
OIG will provide a release to Tenet, agreeing not to institute,
direct or maintain an administrative action seeking exclusion
against Tenet, or any of its hospitals or subsidiaries, for the
conduct that is the subject of the Civil Settlement Agreement.

The United States Attorney's Office in Los Angeles has notified
the Company that it does not, at this time, intend to pursue
criminal charges against Tenet as a result of the conduct
described in paragraphs II.E.1 through II.E.6 of the Civil
Settlement Agreement.  The U.S. Attorney has reserved the right to
pursue such criminal charges against the company in the future if
new information surface.

                           About Tenet

Headquartered in Dallas, Texas Tenet Healthcare Corporation --
http://www.tenethealth.com/-- through its subsidiaries, owns and    
operates acute care hospitals and related health care services.  
Tenet's hospitals aim to provide the best possible care to every
patient who comes through their doors, with a clear focus on
quality and service.

                         *     *     *

As reported in the Troubled Company Reporter on April 6, 2006,
Fitch Ratings affirmed Tenet Healthcare Corp.'s issuer default
rating at 'B-' and senior unsecured notes at 'B-/RR4'.  Fitch said
the rating outlook is negative.


TENET HEALTHCARE: Plans to Divest 11 Hospitals by Mid-2007
----------------------------------------------------------
Tenet Healthcare Corporation's board of directors approved the
divestiture of 11 hospitals by mid-2007 on June 26, 2006.  The
Company's management has determined that it will be necessary to
record material charges for impairment to these long-lived assets
and the goodwill associated with those assets under generally
accepted accounting principles in the company's financial results
for the quarter ending June 30, 2006. Tenet did not provide an
estimate of the impairment charges.

Headquartered in Dallas, Texas, Tenet Healthcare Corporation --
http://www.tenethealth.com/-- through its subsidiaries, owns and    
operates acute care hospitals and related health care services.  
Tenet's hospitals aim to provide the best possible care to every
patient who comes through their doors, with a clear focus on
quality and service.

                         *     *     *

As reported in the Troubled Company Reporter on April 6, 2006,
Fitch Ratings affirmed Tenet Healthcare Corp.'s issuer default
rating at 'B-' and senior unsecured notes at 'B-/RR4'.  Fitch said
the rating outlook is negative.


TENET HEALTHCARE: DOJ Settlement Cues Moody's to Hold Ratings
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Tenet Healthcare
Corporation following the announcement that the company reached a
settlement with the U.S. Department of Justice and other federal
agencies related to Medicare outlier payments, Medicare coding
issues and physician financial arrangements.  The outlook for the
ratings remains negative.

These ratings were affirmed:

   * Corporate Family Rating at B3
   * Senior unsecured debt rating at B3
   * Speculative Grade Liquidity Rating at SGL-4

The affirmation of the ratings reflects Moody's belief that the
settlement, which follows the May 17, 2006, announcement of a
$21 million settlement of the Alvarado case, eliminates a great
deal of uncertainty surrounding the ultimate timing and amount of
such settlements and their effect on the liquidity position of the
company.  However, the combination of qualitative issues and
Tenet's operating metrics are still representative of a B3 rating
in accordance with Moody's Global For-profit Hospital Rating
Methodology.

Specifically, the expectation of weak cash flow coverage of debt,
including negative free cash flow, constrains the rating.
Additionally, Moody's expects continued pressure on Tenet's volume
and bad debt -- factors plaguing many of the rated for-profit
hospital companies -- as the company addresses physician referral
issues and increased competition in its markets.

Under the terms of the $900 million settlement, Tenet will forego
$175 million of Medicare payments for which it has not pursued
collection and pay $725 million in cash plus interest over a four
year period.  The company will also enter into a corporate
integrity agreement with the Office of the Inspector General.

Tenet will initially pay $450 million plus $20 million of accrued
interest out of its unrestricted cash balance.  The remaining
$275 million plus interest will be paid in 12 quarterly
installments starting in November 2007.  The initial payment
amount is easily covered by available cash and Moody's expects the
company to have available cash of approximately $1 billion at the
end of 2006.

Tenet's earliest debt maturity is for $1.0 billion in senior notes
due in December 2011.  Additionally, proceeds from the sale of 11
additional facilities that have been identified for divestiture
should provide additional flexibility and help fund the increased
capital spending required to maintain market position and address
competition.  Moody's understands the divestitures will take place
over the next 18 months, with the majority of the proceeds
expected to be received before the end of 2006.

The negative ratings outlook continues to reflect Moody's concern
about the ongoing operations of the company's core assets and the
company's ability to return to positive free cash flow.  While
Tenet reported increases in pricing in the first quarter of 2006,
the company continued to see declines in both overall and same-
facility admissions and outpatient visits and increases in overall
uncompensated care.  Additionally, the company announced an
acceleration of capital spending that will further constrain near-
term free cash flow.

Tenet Healthcare Corporation, headquartered in Dallas, Texas
operates 68 acute care hospitals.  The company generated
$9.5 billion in net revenue for the twelve months ended March 31,
2006.


THERMAL NORTH: S&P Affirms BB- Rating on $312 Million of Debts
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on district heating and cooling provider Thermal
North America Inc.

In addition, Standard & Poor's also affirmed its 'BB-' rating
and '3' recovery rating on TNA's:

   * $247 million term loan B due 2013,
   * $35 million revolving credit facility due 2011, and
   * $30 million synthetic LOC facility due 2013.

The '3' recovery rating indicates that lenders can expect
meaningful recovery of principal (50% to 80%) in a default
scenario.  The outlook is stable.

The affirmation follows Standard & Poor's reassessment of the
company's ongoing business and financial performance based on its
recent default under its credit agreement caused by debt leverage
for the period ending March 31, 2006, being slightly above the
maximum level, and proposed modifications to the credit agreement.
The affirmation takes into account a planned $20 million equity
infusion to reduce the term loan B balance and larger-than-
forecast capital expenditures for the remainder of 2006.

A business model with steady growth characteristics, certainty on
a large share of operations and maintenance costs, completion of
major refurbishments of production assets at Grays Ferry and
Trenton, and improvement in relations with customer the University
of Pennsylvania support a stable outlook.

"The rating could come under pressure if TNA is not able to obtain
default waivers under its credit facility on reasonable terms,
liquidity becomes constrained, TNA does not meet our forecast of
financial performance, or lengthy outages occur at major
facilities," said Standard & Poor's credit analyst Terry A. Pratt.

"An improvement in the rating would require TNA to essentially
meet its pro forma forecast of operational and financial
performance, which we have discounted in our analysis; in
addition, the company would have to improve its liquidity
position," he continued.


TRIMAS CORP: S&P Rates Proposed $410 Million Sr. Facilities at B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Bloomfield Hills, Michigan-based TriMas Corporation to stable from
negative.

At the same time, Standard & Poor's assigned its 'B+' senior
secured bank loan rating and a recovery rating of '1' to TriMas
Company LLC's (a wholly-owned subsidiary of TriMas Corp.) proposed
new $410 million senior secured credit facilities, based on
preliminary terms and conditions.  The 'B+' rating is one notch
higher than the corporate credit rating; this and the recovery
rating of '1' indicate our expectation for a full recovery of
principal by lenders in the event of a default.  The rating on
the company's existing credit facility will be withdrawn upon
completion of the refinancing.

In addition, Standard & Poor's affirmed its 'B' corporate credit
and 'CCC+' subordinated note ratings on TriMas.

"The outlook revision reflects our expectation of slowly
recovering operating performance as the company starts to benefit
from its cost-base reduction efforts as well as improved liquidity
resulting from the proposed bank debt refinancing," said Standard
& Poor's credit analyst Gregoire Buet.

Furthermore, "If completed as planned, the company would enjoy
greater headroom over financial covenants," added Mr. Buet.


URBAN TELEVISION: March 31 Working Capital Deficit Tops $2.3MM
--------------------------------------------------------------
Urban Television Network Corporation reported a $936,153 net loss
on $60,027 of revenues for the six months ended March 31, 2006,
compared to a $2,131,263 net loss on $170,133 of revenues for the
same period in 2005.

As of March 31, 2006, current liabilities were $2,371,991, which
exceeded current assets of $12,118 by $2,359,873.  At March 31,
2006, the Company's cash position was $3,353, a decrease of 37,016
from the position at Sept. 30, 2005.

The Company has incurred cumulative losses of $19,368,146 from the
inception of the Company through March 31, 2006.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?c9d

                       Going Concern Doubt

Comiskey & Company, PC, expressed substantial doubt about Urban
Television Network Corporation'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 recurring losses from operations.

Fort Worth, Texas-based Urban Television Network Corporation --
http://www.uatvn.com/-- is a television network composed of  
broadcast television station affiliates across the country that
airs programming supplied by the network via satellite
transmission.  The network is the first and only minority
certified network to specifically target America's urban market
that is comprised of African Americans, English speaking Hispanic
Americans and many other urban consumers.  The network has
approximately 70 affiliates with a household coverage of
approximately 22 million households.


VALUE LODGING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Value Lodging Group, LP
        dba Admiral Benbow Inn
        Suite 104, PMB Suite 300
        51 Seven Hills Boulevard
        Dallas, Georgia 30132

Bankruptcy Case No.: 06-67387

Type of Business: The Debtor operates full service hotels and
                  inns.  See http://www.admiralbenbow.com/

Chapter 11 Petition Date: June 28, 2006

Court: Northern District of Georgia (Atlanta)

Judge: James Massey

Debtor's Counsel: James L. Paul, Esq.
                  Chamberlain, Hrdlicka, White,
                  Williams & Martin, LLP
                  9th Floor, 191 Peachtree Street Northeast
                  Atlanta, Georgia 30303-1410
                  Tel: (404) 659-1410
                  Fax: (404) 659-1852

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
Jackson Electric Corp.           Electric Service           $5,601
P.O. Box 100
Jefferson, GA 30549

Georgia Department of Revenue    Sales & Use Tax            $4,274
Sales and Use Tax Division
Atlanta, GA 30348

Maxtex                           Purchase of Linens         $2,652
P.O. Box 463
Alpharetta, GA 30004

Security Specialist              Repairs to Installation    $2,350

HRC PTAC Sales                   Equipment Purchase         $1,956

Bear Lawn & Garden               Grounds Maintenance        $1,800

AICCO                            Insurance Balance          $1,644

Market America                   Advertisement              $1,600

Charter Communication            Cable                      $1,495

Interconnect Systems             Telephone Equipment        $1,482

American Hotel                   Supply Purchase            $1,345

Southeastern Laundry             Washer Materials           $1,234

Fairway Outdoor Advantage        Advertisement Balance      $1,200

Yvonne Elliott                                              $1,040

U.S. LEC                         Telephone                    $860

Browns Restaurant Repair         Equipment Repairs            $600

Second American Inc.             Past due Office Rent         $600

Print Express                    Office Supplies              $545

Shirley Wheeler                                               $480

Westport Ins. Corp.              Compensation Balance         $441


VERTIS INC: Posts $21.5 Million Net Loss in 2006 First Quarter
--------------------------------------------------------------
Vertis, Inc. incurred a $21,535,000 net loss for the three months
ended March 31, 2006, as compared to a $129,928,000 net loss for
the same period in 2005.

For the three months ended March 31, 2006, the Company's
consolidated net sales increased $4.6 million, or 1.3%, from
$353.9 million in 2005 to $358.5 million in 2006.

At March 31, 2006, the Company's balance sheet showed $819,411,000
in total assets and 1,366,861,000 in total liabilities, resulting
in a $547,450,000 stockholder's deficit.

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

                      Restructuring Charges

Vertis began a restructuring program in the first quarter of 2006
to address the issue of industry-wide overcapacity and streamline
operations to capitalize on operating efficiencies and improve
productivity and consistency, thus reducing the Company's overall
cost base.

The execution of the first phase of the 2006 Program is
substantially complete as of March 31, 2006, and should be final
by the second quarter of 2006.  The 2006 program includes
reductions in work force of approximately 240 employees and the
closure of one advertising inserts production facility and two
premedia production facilities.  The Company expects the costs
associated with the first phase of the 2006 Program to be an
estimated $7.6 million, $6.6 million of which were recorded in the
first quarter of 2006.

                           About Vertis

Headquartered in Baltimore, Maryland, Vertis, Inc. --
http://www.vertisinc.com/-- is the premier provider of targeted   
advertising, media and marketing services.  Its products and
services include consumer research, audience targeting, media
planning and placement, creative services and workflow management,
targeted advertising inserts, direct mail, interactive marketing,
packaging solutions, and digital one-to-one marketing and
fulfillment.  With facilities throughout the U.S., Vertis combines
technology, creative resources and innovative production to serve
the targeted marketing needs of companies worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on March 28, 2006,
Moody's Investors Service downgraded the Corporate Family rating
of Vertis, Inc., to Caa1 from B3 and changed the rating outlook to
stable from negative.


VIOQUEST PHARMA: Accumulated Deficit Tops $22.1 Mil. at March 31
----------------------------------------------------------------
VioQuest Pharmaceuticals, Inc., reported a $1.9 million net loss
on $598,876 of revenues for the three months ended March 31, 2006,
compared to a $1.3 million net loss on $597,768 of revenues for
the same period in 2005.

As of March 31, 2006, the Company's accumulated deficit widened to
$22.1 million from $20.3 million at Dec. 31, 2005.

Since the Company's inception in October 2000 to March 31, 2006,
it has generated sales but not any net profits.  With respect to
the Company's Chiral Quest operations, management believes that
the Company's sales, marketing, manufacturing capacities will need
to grow in order for the Company to be able to obtain significant
licensing and manufacturing agreements with large fine chemical
and pharmaceutical companies.  Management believes that the
Company's manufacturing capacity will continue to be enhanced with
its expanded office and laboratory space located in Monmouth
Junction, New Jersey, that was leased in May 2003, in addition to
the laboratory space leased in December 2004, located in Jiashan,
China.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?c9e

                        Going Concern Doubt

J.H. Cohn LLP, in Roseland, New Jersey, raised substantial doubt
about VioQuest Pharmaceuticals' 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 net loss, cash burn and accumulated deficit.

VioQuest Pharmaceuticals, Inc., has two distinct business units --
Drug Development and Chiral Products and Services.  The Company's
drug development business focuses on acquiring, developing and
eventually commercializing human therapeutics in the areas of
oncology, and antiviral diseases and disorders for which there are
current unmet medical needs.  The Company currently has the
exclusive rights to develop and commercialize two oncology drug
candidates.  Its chiral business, which it operates through its
wholly owned subsidiary, Chiral Quest, Inc., provides innovative
chiral products, technology and custom synthesis development
services to pharmaceutical and fine chemical companies in all
stages of a products' lifecycle.


VIRTRA SYSTEMS: Appoints General Perry Dalby as CEO & Interim CFO
-----------------------------------------------------------------
VirTra Systems, Inc., named Major General Perry V. Dalby  as its
chief executive officer, interim chief financial officer, and
director on June 21, 2006.  J. David Rogers, the Company's former
chief financial officer, resigned from his post.

General Dalby has served on the Company's advisory board of
directors since January of 2005.  General Dalby retired from the
U.S. Army in May of 2004.  General Dalby's 37 years of military
service were highlighted by the Distinguished Service Medal,
Legion of Merit, Distinguished Flying Cross, Bronze Star (two
clusters), and the Purple Heart.

Based in Arlington, Texas, VirTra Systems, Inc. (OTCBB: VTSI) --
http://www.virtrasystems.com/-- applies patented technology to  
produce the world's most advanced virtual reality systems and 3-D
experiences.  With proprietary 360-degree, interactive
photorealistic technology, VirTra Systems constructs marksmanship,
judgmental use-of-force, and situational awareness firearms
training simulators for military branches like the U.S. Army
and U.S. Air Force, and for domestic and international law
enforcement agencies.  VirTra Systems also produces custom
advertising and promotional mobile marketing and experiential
marketing systems utilizing the sensations of motion, touch,
sound, and smell for clients like General Motors, Pennzoil, Red
Baron Pizza, and the U.S. Army.

                           *     *     *

Ham Langston & Brezina, L.L.P., in Houston, Texas, raised
substantial doubt about VirTra Systems, Inc.'s ability to continue
as a going concern after auditing the Company's financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's recurring losses from operations, negative
working capital, and stockholders' deficiency.


VITESSE SEMICONDUCTOR: Draws Additional $30MM from Tennenbaum
-------------------------------------------------------------
Vitesse Semiconductor Corporation and Tennenbaum Capital Partners,
LLC, entered into a Fourth Amended and Restated Loan Agreement on
June 20, 2006.  At the same time, a second loan for approximately
$30 million was made under the Amended Loan Agreement.

The Amended Loan Agreement, among other things, extended the term
of the loans under the Amended Loan Agreement by one year, revised
the terms under which loans can be prepaid and identified certain
security documents that Vitesse must provide to the Lenders.

As reported in the Troubled Company Reporter on June 29, 2006,
Tennenbaum agreed to lend to the Company, through one or more
funds managed by Tennenbaum or an affiliate thereof, up to
$24 million.  In addition, Tennenbaum agreed to make an additional
loan of up to $30 million to the Company.  The Initial Loan was
made under the Loan Agreement in the amount of approximately $22
million on June 7.

The Loans mature on July 15, 2011 and have an interest rate equal
to LIBOR plus 4% per annum, payable in cash, plus 5% per annum,
payable in kind.  Interest will be paid quarterly.  At the closing
of each Loan, the lenders received a fee equal to 4% of the
principal amount of the Loan.

                           About Vitesse

Vitesse Semiconductor Corporation (Nasdaq: VTSS) --
http://www.vitesse.com/-- designs, develops and markets a diverse  
portfolio of high-performance, cost-competitive semiconductor
solutions for communications and storage networks worldwide.
Engineering excellence and dedicated customer service distinguish
Vitesse as an industry leader in Gigabit Ethernet LAN, Ethernet-
over-SONET, Advanced Switching, Fibre Channel, Serial Attached
SCSI, Optical Transport, and other applications.

                           *     *     *

Vitesse carries Moody's Investors Service's BI Long-Term Issuer
Rating at B1.  The Company's 4% convertible subordinated
debentures are rated at B3.


W.R. GRACE: Asks Court to Approve 2006-2008 Key Employee Plan
-------------------------------------------------------------
W.R. Grace & Co. and its debtor-affiliates seek the U.S.
Bankruptcy Court for the District of Delaware's authority to
implement a long-term incentive plan for 2006 to 2008 as part of a
continuing long-term, performance-based incentive compensation
program for key employees.

As previously reported, the Debtors have sought and obtained
Judge Fitzgerald's permission to implement LTIPs for four
separate periods from 20002 to 2007.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young Jones &
Weintraub, P.C., in Wilmington, Delaware, relates that the
Ongoing Long-Term Incentive Program continues to implement an
incentive plan each year, with payouts based on performance of
the Debtors' businesses, and measured on a three-year performance
period commencing with the year in which a specific plan is
implemented.

Currently, the Ongoing LTIP consists of the 2004-2006 LTIP and
the 2005-2007 LTIP.

In accordance with Grace's design and goals of motivating the Key
Employees, Mr. O'Neill says the ordinary administration and
implementation of the Ongoing LTIP requires that an annual long-
term incentive awards should be made to those employees in the
ordinary course of the Debtors' business through the periodic
LTIP.

"The 2006-2008 LTIP continues the implementation of that
overall strategy," Mr. O'Neill tells Judge Fitzgerald.

Mr. O'Neill asserts that the adoption and design of the 2006-2008
LTIP is consistent with the Ongoing LTIP and the four prior
LTIPs.

According to Mr. O'Neill, the 2006-2008 LTIP provisions are
identical to the terms of the previous Court-approved LTIPs in
that:

   (1) The payments under the 2006-2008 LTIP will consist of
       100% cash.

   (2) Business performance is measured on a three-year
       performance period, commencing with 2006.

   (3) The applicable compounded annual three-year growth rate
       in core earnings before interest and taxes to achieve a
       100% award of the 2006-2008 LTIP target payment will be
       6% per annum.

   (4) Partial payouts for EBIT growth rates between 0% and 6%
       will be implemented on a straight-line basis.

   (5) The 2006-2008 LTIP payments will be increased at EBIT
       compounded annual growth rates in excess of the 6%, up to
       a maximum of 200% of the Base Target Payment at an annual
       compounded EBIT growth rate of 25%.

   (6) Payouts -- if earned -- will occur in 1/3 and 2/3
       installments in March, following two and three years of
       the LTIP.

   (7) The total target payout for the 2006-2008 LTIP will be no
       more than $11,800,000, which is the same total target
       payout with respect to previous LTIPs.

Mr. O'Neill explains that the sole difference between prior LTIPs
and the 2006-2008 LTIP is the three-year period during which
performance is measured.  Implementation of the Ongoing LTIP
necessitates a renewed LTIP to be initiated each year, with no
more than three LTIPs in effect in any year.  Thus, subject to the
Court's approval, the two latest LTIPs and the proposed 2006-
2008 LTIP will be active in 2006.

Mr. O'Neill contends that the 2006-2008 LTIP will maximize the
value of the Debtors' estates and further the Debtors' efforts to
successfully reorganize.  He notes that the Key Employees are
experienced and talented individuals who are intimately familiar
with the Debtors' businesses and can obtain employment elsewhere.
Without continuing the LTIPs, it would be difficult and more
expensive to attract and hire qualified replacements for any Key
Employee who leaves.

Given their bankruptcy cases' current status, the Debtors believe
that they will be unable to maintain employee morale and loyalty
if they do not implement the 2006-2008 LTIP.

Mr. O'Neill further avers that the Key Employees' departure would
also burden the Debtors' remaining employees with additional
responsibilities, which scenario would negatively impact the
Debtors' operations.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. D. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Elihu Inselbuch, Esq., and
Nathan D. Finch, Esq., at Caplin & Drysdale represent the
Official Committee of Asbestos Personal Injury Claimants.  
The Asbestos Committee of Property Damage Claimants tapped
Scott L. Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin
Sumberg Baena Price & Axelrod LLP to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.  


W.R. GRACE: Wants Fee Cap on Ordinary Course Professionals Hiked
----------------------------------------------------------------
James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young Jones &
Weintraub, P.C., in Wilmington, Delaware, recounts that the United
States Bankruptcy Court for the District of Delaware authorized
W.R. Grace & Co. and its debtor-affiliates on May 3, 2001, to
continue to utilize and compensate certain professionals,
including attorneys, accountants, actuaries and consultants, in
their day-to-day business operations.

The Ordinary Course Professionals are not involved in the
administration of the Debtors' Chapter 11 cases, and the Debtors'
bankruptcy professionals have been retained by separate,
individual applications.

Under the Original OCP Order, the Debtors will pay OCPs up to
$50,000 per month and up to $300,000 in total per professional
during the Debtors' cases.

Subsequently, the Bankruptcy Court issued an order in December
2002 increasing the Total Expenditure Cap to $600,000.

Contemplating that a further increase in the Total Expenditure
Cap may become necessary, the 2002 OCP Order provided that it
will be without prejudice to the Debtors' rights to seek
additional increases to the amounts they are authorized to pay
the OCPs in the future.

Mr. O'Neill tells Judge Fitzgerald that in the near future,
numerous OCPs are likely to begin to exceed the current $600,000
Total Expenditure Cap.  He says that an increase of the Total
Expenditure Cap is needed solely by the length of the Debtors'
cases and is neither the result of increases in the monthly fees
billed by the OCPs nor of increased activity being performed.

"The Debtors have been in Chapter 11 and operated under the
current Total Expenditure Cap for five years," Mr. O'Neill
relates.  "Applied over that extended period of time, the payment
of $600,000 in fees to an Ordinary Course Professional amounts to
an average monthly expenditure of only $10,000."

Accordingly, the Debtors ask the Bankruptcy Court to increase the
Total Expenditure Cap from $600,000 to $800,000.

Mr. O'Neill asserts that at a $200,000 increase, the Debtors
should be able to prevent the need for any further increase in
either this year or the following year, in the event the Debtors
remain in Chapter 11.

Mr. O'Neill adds that increasing the Total Expenditure Cap will
eliminate the need for the Debtors to file numerous additional
retention applications with the Bankruptcy Court seeking
authority to pay certain professionals higher amounts.  The
unnecessary cost associated with those retention and fee
applications would ultimately be borne by the Debtors' estates.

Moreover, Mr. O'Neill attests that an increase to the Total
Expenditure Cap will not eliminate the oversight function of the
Bankruptcy Court and other parties-in-interest because, pursuant
to the Original OCP Order, the Debtors will still be required to
file quarterly statements disclosing how much they paid each OCP.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. D. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Elihu Inselbuch, Esq., and
Nathan D. Finch, Esq., at Caplin & Drysdale represent the
Official Committee of Asbestos Personal Injury Claimants.  
The Asbestos Committee of Property Damage Claimants tapped
Scott L. Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin
Sumberg Baena Price & Axelrod LLP to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.  


WASI FINANCE: DBRS Puts Low-B Ratings on 7 Class Certificates
-------------------------------------------------------------
Dominion Bond Rating Service assigned the above ratings to the
Credit-Linked Notes, Series 2006-HES1 co-issued by WASI Finance
Limited Partnership 2006-HES1 and WASI Finance Corporation 2006-
HES1.

   * $8,881.6 million, Series 2006-HES1, Class A-1-A Risk
     Position New Rating AAA

   * $500,000, Series 2006-HES1, Class A-1-B Risk Position
     New Rating

   * $227.4 million, Series 2006-HES1, Class M-1 Risk Position
     New Rating AA (high)

   * $114.2 million, Series 2006-HES1, Class M-2 Risk Position
     New Rating AA

   * $56.1 million, Series 2006-HES1, Class M-3-A Risk Position
     New Rating AA (low)

   * $500,000, Series 2006-HES1, Class M-3-B Risk Position New
     Rating AA (low)

   * $50.8 million, Series 2006-HES1, Class M-4 Notes New
     Rating A (high)

   * $39.0 million, Series 2006-HES1, Class M-5 Notes New
     Rating A

   * $48.8 million, Series 2006-HES1, Class M-6 Notes New
     Rating A (low)

   * $41.3 million, Series 2006-HES1, Class B-1-A Notes New
     Rating BBB

   * $7.5 million, Series 2006-HES1, Class B-1-B Notes
     New Rating BBB

   * $105.4 million, Series 2006-HES1, Class B-2 Risk
     Position New Rating BB (high)

   * $41.0 million, Series 2006-HES1, Class B-3 Risk Position
     New Rating BB

   * $14.5 million, Series 2006-HES1, Class B-4-A Risk
     Position New Rating BB (low)

   * $100,000, Series 2006-HES1, Class B-4-B Risk Position
     New Rating BB (low)

   * $19.5 million, Series 2006-HES1, Class B-5 Risk Position
     New Rating B (high)

   * $14.6 million, Series 2006-HES1, Class B-6 Risk Position
     New Rating B

   * $4.9 million, Series 2006-HES1, Class B-7 Risk Position
     New Rating B (low)

The rated transaction represents a synthetic securitization.  
The ratings of the risk positions and notes reflect the quality of
the underlying reference assets; the likelihood that the protected
party will make monthly payments under the terms of the credit
default swaps; the financial strength of Wachovia Bank, N.A.; and
the integrity of the legal structures of the transactions.

In contrast to typical RMBS, interest and principal payments on
the issued notes are not collected from the Reference Portfolio
mortgage loans.  Instead, monthly remittances of interest and
principal are paid to noteholders from the proceeds of eligible
investments as well as from monthly payments made by the protected
party under the credit default swaps, after paying to the
protected party the allocated realized losses on the Reference
Portfolio that correspond to the risk positions of the offered
notes according to the credit default swap and certain expenses of
the co-issuer.

Under a Money Market Account Agreement between U.S. Bank, N.A. and
Wachovia, net proceeds from the sale of issued notes are re-
invested in eligible investments, which generally consist of
direct obligations of U.S. government agencies.  Remittances will
be distributed on the 25th day of each month, commencing July 25,
2006.  Also unlike typical RMBS, ownership of the Reference
Portfolio's collateral was not legally transferred from Wachovia's
balance sheet to an off-balance sheet special purpose vehicle.

The notes, while based on the loss, payment, and prepayment
characteristics of the reference assets included in the Reference
Portfolio, do not represent an interest in any underlying mortgage
loans or any of the payments related thereto.  The risks of
potential credit losses on the Reference Portfolio, however, are
allocated to securityholders similar to a traditional RMBS senior-
subordinate, shifting-interest structure.  The notes will have a
maturity of five years unless the credit default swaps are subject
to early termination or the principal balance of reference assets
has been reduced to zero.

All the loans in the Reference Portfolio are originated and
serviced by Wachovia. As of the cut-off date, the portfolio
consisted of approximately $9.76 billion of adjustable-rate home
equity lines of credit, which revolve until the borrower draws on
the loan, and fixed-rate closed-end second lien loans.  All the
loans are subordinate to the rights of the related first lien
mortgages or deeds of trust.  The weighted-average mortgage rate
for the Reference Portfolio is 7.09%, the weighted-average FICO is
742, and the weighted-average current combined loan-to-value ratio
is 77.53%.


WCN ENTERPRISES: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: WCN Enterprises, Inc.
        aka Quality Inn & Suites
        aka Clarion Inn & Suites
        1540 Kingstree
        Dallas, Texas 75248
        Tel: (214) 755-0088

Bankruptcy Case No.: 06-32628

Type of Business: The Debtor operates a hotel.

Chapter 11 Petition Date: July 1, 2006

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Robert A. Simon, Esq.
                  Barlow Garsek & Simon, LLP
                  3815 Lisbon Street
                  Fort Worth, Texas 76107
                  Tel: (817) 731-4500
                  Fax: (817) 731-6200

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
TXU Energy                       Utility Bills          $90,235
P.O. Box 660354
Dallas, TX 75266-0354

WTU Retail Energy                Utility Bills          $21,166
P.O. Box 21588
Tulsa, OK 74121-1588

Kane, Russell, Coleman & Logan   Professional           $16,994
3700 Thanksgiving Tower          Services
1601 Elm Street
Dallas, TX 75201

Simplex Grinnell Financial       Loans                  $16,893

Mark's Heating & Air Condition   Trade Debt             $11,178

San Angelo Water Utilities       Utility Bills           $8,741

Philadelphia Insurance Company   Insurance Premiums      $7,681

Chapman, Hext & Co., P.C.        Professional            $5,476
                                 Services

Atmos Energy                     Utility Bills           $2,848

Lamar Companies                  Trade Debt              $2,700

Cox Communications               Trade Debt              $1,472

Guest Supply                     Trade Debt              $1,338

Ecolab                                                   $1,167

Verizon Southwest                Utility Bills             $955

Ener-Tel                                                   $419

Trashaway Services               Trade Debt                $400


WENDY'S INTERNATIONAL: S&P Lowers Corporate Credit Rating to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Dublin, Ohio-based quick-
service operator Wendy's International Inc. to 'BB+' from 'BBB-'.

At the same time, the short-term rating was lowered to 'B-1' from
'A-3'.  The outlook is negative.

The rating actions follow the company's announcement that it will
spin off Tim Hortons by Oct. 1, 2006.

"The downgrade reflects Wendy's increased business risk due to
lack of diversification after the spin-off of Tim Hortons, a more
aggressive financial policy, a reduction in cash flow, and an
increase in leverage at a time when the Wendy's business is
underperforming the quick-service restaurant industry," said
Standard & Poor's credit analyst Diane Shand.

The ratings on Wendy's reflect:

   * a lack of diversification;
   * a more aggressive financial policy; and
   * a decline in the Wendy's brand over the past few years.

These weaknesses are partially offset by the company's good market
position in the quick-service sector of the restaurant industry
and good cash flow generation capabilities.

Wendy's financial policies have become significantly more
aggressive since Highfield Capital Management, Sandell Asset
Management Corp., and Trian Fund Management LP acquired large
holdings in the company.

Over the past year, Wendy's has sold real estate, sold 17% of Tim
Hortons to the public, and announced plans for a tax-free spin-off
of the remainder of Tim Hortons.  In addition, its board approved
a $1 billion share repurchase program, and added three new
directors nominated by Trian Partners.  The company has also had
senior management changes.

Standard & Poor's believes a good portion of the company's current
$1.3 billion cash holdings will be returned to shareholders.


WINN-DIXIE: Court Okays Rejection of Two Deerwood Property Leases
-----------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the Middle District
of Florida to reject two Deerwood Property Leases effective as of
June 15, 2006.

As reported in the Troubled Company Reporter on June 16, 2006,
The Debtors lease two buildings in Jacksonville's Deerwood area
as part of their headquarters operations, D. J. Baker, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in New York, relates.

The Debtors lease the Deerwood Property under a lease dated:

    (i) March 1, 2003, between Winn-Dixie Stores, Inc., and Koger
        Equity, Inc.; and

   (ii) May 15, 2003, between WD Stores and Watch Holdings, LLC.

Mr. Baker told the Court that the Debtors have decided to
consolidate their business operations into their headquarters
office at Edgewood Court in Jacksonville.

Mr. Baker said if the Debtors reject the Leases, they will save
more than $1,200,000 annually.

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: Court Approves Compromise Pact With Schreiber Foods
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
approve a compromise between Winn-Dixie Stores, Inc., and its
debtor-affiliates and Schreiber Foods, Inc., to resolve all issues
in dispute between them, including pending litigation, past and
future business relationship issues, and associated bankruptcy
claims.

As reported in the Troubled Company Reporter on June 16, 2006,
the terms of the compromise agreement includes:

    (a) Dismissal with prejudice of the lawsuit entitled
        Winn-Dixie Stores, Inc., v. Schreiber Food, Inc.,
        pending in the Eastern District of Wisconsin, Green
        Bay Division, including all issues raised in the
        complaint, the counterclaim and other filings.

    (b) Rejection of the Supply Agreement between Winn-Dixie
        Stores, Inc., and Schreiber, dated April 2, 2002,
        including any amendments.

    (c) Execution of a new supply agreement in the name of
        Winn-Dixie Procurement, Inc., that will have:

        * A three-year duration;

        * No liability termination right in favor of the Debtors
          in the event the Debtors' Chapter 11 plan of
          reorganization is not confirmed or does not become
          effective;

        * Exclusivity for Schreiber as the Debtors' sole
          Winn-Dixie branded cheese supplier;

        * No minimum volume purchase obligations on the part of
          the Debtors, but price incentives (discounts) in favor
          of the Debtors based on the pounds of product purchased;

        * Agreed upon pricing and agreed terms for packaging and
          promotion; and

        * Credit terms for the Debtors of net 15 EFT.

    (d) Disallowance of Claim No. 10961 against Winn-Dixie Stores,
        Inc., for $4,066,838, when the Debtors' confirmed
        Chapter 11 plan of reorganization becomes effective.
        However, if the new supply agreement is terminated because
        the Debtors' chapter 11 plan of reorganization is not
        confirmed or does not become effective, then Claim No.
        10961 will be allowed as a general unsecured claim for
        $4,066,838.

    (e) Waiver by Schreiber of all claims it had or may have had
        against the Debtors as of May 10, 2006, including, without
        limitation, any claim for liquidated damages arising from
        early termination of the Original Contract or any claim
        for rejection damages arising from the rejection of the
        Original Contract.

    (f) Waiver by the Debtors of all claims they had or may have
        had against Schreiber as of May 10, 2006, including,
        without limitation, any claim under Chapter 5 of the
        Bankruptcy Code.

Mr. Baker asserts that in the absence of the compromise, the
parties would incur costs in the continuing Litigation and the
Debtors would be forced to:

    (i) reject the Original Contract and incur the potential
        disruption of finding an alternative supplier, along with
        a significant rejection damage claim; or

   (ii) assume the Original Contract with all of its burdens and
        incur cure obligations that would have administrative
        claim status.

                            Background

Schreiber Foods, Inc., is a manufacturer and distributor of
various food products, including natural and processed cheese.
On April 2, 2002, Schreiber purchased from the Debtors a cheese
manufacturing facility.  As part of the transaction, Schreiber
and the Debtors:

    (a) entered into a 10-year supply agreement, under which
        Schreiber agreed to supply cheese products to the Debtors;
        and

    (b) settled patent infringement allegations made by Schreiber
        relating to a machine the Debtors used at the
        manufacturing facility, with the Debtors agreeing to make
        payments or provide credits to Schreiber not to exceed
        $6,000,000, depending on contingencies.

At the time of the transaction, Schreiber was involved in patent
litigation against the manufacturer of the machine at issue.

D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, tells the Court that the Debtors agreed to the
Patent Settlement only because Schreiber had successfully
obtained on appeal the reinstatement of a $26,000,000 jury
verdict against the machine manufacturer.  Nevertheless,
Winn-Dixie's $6,000,000 obligation was structured to be
contingent upon further developments in Schreiber's patent
litigation against the manufacturer.

However, the trial court later vacated the reinstated jury
verdict on which the Debtors relied in agreeing to the Patent
Settlement.  Although the appeals court agreed that the jury
verdict was properly vacated, it held that Schreiber was entitled
to a new trial.

As of May 26, 2006, no new trial has ensued, due in part to
Schreiber's waiver of its damage claim against the machine
manufacturer, Mr. Baker tells the Court.

                            Litigation

The Debtors have paid $2,300,000 of the $6,000,000 owed under the
Patent Settlement and Schreiber was seeking to collect the
balance.

Upon learning of the events in Schreiber's patent litigation, the
Debtors filed a lawsuit against Schreiber in the United States
District Court for the Eastern District of Wisconsin, Green Bay
Division:

    (a) alleging material misrepresentation in the negotiation of
        the Patent Settlement; and

    (b) seeking a return of amounts paid and cancellation of
        further obligations owed.

Schreiber counterclaimed for the remaining amount due under the
Patent Settlement.

As of the Petition Date, the Litigation was pending and the
Original Contract continued in effect with a remaining term of
six years.

Schreiber filed in the Debtors' Chapter 11 cases proofs of claim
against the Debtors for:

    -- $4,066,838, representing remaining amounts allegedly owed
       under the Patent Settlement; and

    -- $2,200,408, representing prepetition amounts allegedly owed
       under the Original Contract for sales of product by
       Schreiber to the Debtors.

On Oct. 7, 2005, Schreiber also sought to compel the Debtors
to assume or reject the Original Contract.

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).


WSDS INC: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: WSDS, Inc.
        aka FWSD, Inc.
        aka Downtown Food Service, Inc.
        aka Sandwich Chef
        aka Sandwich Chef of Alabama
        aka Sandwich Chef of Colorado
        aka Sandwich Chef of DC
        aka Sandwich of Illinois
        aka Sandwich Chef of Texas
        aka Wall Street Deli
        aka Wall Street Deli Systems, Inc.
        14 Penn Plaza, Suite 1305
        New York, New York 10122

Bankruptcy Case No.: 06-11501

Type of Business: The Debtor is a franchisor, licensor, and
                  operator of 34 Wall Street Deli restaurants.
                  See http://www.wallstreetdeli.com/

Chapter 11 Petition Date: June 30, 2006

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: Michael S. Fox, Esq.
                  Olshan Grundman Frome Rosenzweig & Wolosky, LLP
                  Park Avenue Tower
                  65 East 55th Street
                  New York, New York 10022
                  Tel: (212) 451-2300
                  Fax: (212) 451-2222

Total Assets:    $37,864

Total Debts:  $2,683,673

Debtor's 19 Largest Unsecured Creditors:

     Entity                               Claim Amount
     ------                               ------------
     Coca-Cola North America                  $283,852
     Sherri M. Graves, Esq.
     P.O. Box 1734
     Atlanta, GA 30301

     Northwestern Development Co. "A"         $247,850
     1120 Connecticut Avenue, Suite 1200
     Washington, D.C. 20036

     Bhaskar Patel & Jay Patel                $150,000
     400 Hillcrest Circle
     Ringgold, GA 30736

     CA-10960 Wilshire Ltd. Partnership       $121,453

     Bradley Arant Rose & White, LLP           $76,426

     EOP-Two California Plaza, LLC             $70,036

     GSA c/o TCMA                              $42,725

     Texas Comptroller of Public Account       $37,321

     Charles E. Smith Management Inc.          $37,210

     Georgia Department of Revenue             $29,901

     WestStar Bank                             $21,566

     Thomas Properties Group, LLC              $14,069

     MO Department of Revenue                  $13,827

     State of Colorado                         $11,086

     Ohio Department of Taxation                $7,885

     State of Maryland - Comptroller            $6,500

     DHL Express USA, Inc.                      $4,971

     District of Columbia                       $4,322

     Texas Workforce                            $3,782


YOUTHSTREAM MEDIA: CEO and CFO Tender Resignations
--------------------------------------------------
Jonathan V. Diamond has tendered his resignation as YouthStream
Media Networks, Inc.'s Chief Executive Officer.  Mr. Diamond's
resignation will be effective as of Aug. 31, 2006, or earlier if
requested by the Company's Board of Directors.  He will continue
to serve as the Company's Chairman of the Board.

In addition, Robert N. Weingarten, the Company's Chief Financial
Officer and Secretary also tendered his resignation.  Mr.
Weingarten's resignation will be effective as of Aug. 31, 2006, or
earlier if requested by the Board.

The Board anticipates filling these executive positions by
Aug. 31, 2006.

YouthStream Media Networks, Inc., owns and operates Kentucky
Electric Steel.  It is a steel mini-mill located in Ashland,
Kentucky.  

At Sept. 30, 2005, the Company's stockholders deficit widened to
$79,600,350 compared to $13,065,365 deficit at Sept. 30, 2004.


ZOND WINDSYSTEM: March 31 Balance Sheet Upside Down by $3.1 Mil.
----------------------------------------------------------------
Zond Windsystem Partners, Ltd., Series 85-C, a California limited
partnership, reported a $160,000 net loss on $23,000 of revenues
for the three months ended March 31, 2006, compared to a $493,000
net loss on $124,000 of revenues for the same period in 2005.

At March 31, 2006, the Company's balance sheet showed $1,023,000
in total assets and $4,181,000 in total liabilities, resulting in
a $3,158,000 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $1 million in total current assets available to pay
$4.1 million in total current liabilities coming due within the
next 12 months.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?c9f

                          Purchase Notes

The Company is in default of the Purchase Notes.  As of Dec. 31,
2005, the total amount in default was $1.5 million and $2.5
million, which was comprised of principal and interest in arrears,
respectively.

Upon notice of default, Enron Wind Systems, LLC, has a right to
foreclose against its security interest in the assets of the
Company, including the Windsystem facility located in Alameda
County, california.  As of Dec. 31, 2005, EWS had not notified the
Partnership of its intent to foreclose on its security interest.  
Any such foreclosure by EWS on its security interest in the assets
of the Partnership would have a material adverse effect on the
Partnership.

                       Going Concern Doubt

Hein & Associates LLP in Houston, Texas, raised substantial doubt
about Fischer Imaging'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 failure to generate sufficient cash flows from
operations to make payments of interest in arrears on outstanding
debt and certain agreements relating to the company's ability to
generate electricity expired in 2005.  The company is expected to
liquidate and terminate in 2006.

Formed on October 25, 1985, Zond Windsystem Partners, Ltd. Series
85-C, a California limited partnership, purchases, owns and
operates a system of 200 Vestas V-17 wind turbine electric
generators.  Through January 2, 2006, the electricity generated by
the turbines was sold by the Partnership to its sole customer,
Pacific Gas and Electric Company.  On Jan. 2, 2006, the Company
shutdown the operation of the turbines and has not generated or
sold any electricity since that date.


* BOND PRICING: For the week of June 26 - June 30, 2006
-------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
ABC Rail Product                     10.500%  12/31/04     0
Adelphia Comm.                        3.250%  05/01/21     1
Adelphia Comm.                        6.000%  02/15/06     1
Adelphia Comm.                        7.500%  01/15/04    53
Adelphia Comm.                        7.750%  01/15/09    53
Adelphia Comm.                        7.875%  05/01/09    53
Adelphia Comm.                        8.125%  07/15/03    44
Adelphia Comm.                        8.375%  02/01/08    54
Adelphia Comm.                        9.250%  10/01/02    53
Adelphia Comm.                        9.375%  11/15/09    54
Adelphia Comm.                        9.875%  03/01/05    52
Adelphia Comm.                        9.875%  03/01/07    54
Adelphia Comm.                       10.250%  06/15/11    56
Adelphia Comm.                       10.250%  11/01/06    51
Adelphia Comm.                       10.500%  07/15/04    54
Adelphia Comm.                       10.875%  10/01/10    53
Aetna Industries                     11.875%  10/01/06     8
AHI-DFLT07/05                         8.625%  10/01/07    73
Allegiance Tel.                      11.750%  02/15/08    47
Allegiance Tel.                      12.875%  05/15/08    45
Amer & Forgn Pwr                      5.000%  03/01/30    64
Amer Color Graph                     10.000%  06/15/10    70
Amer Plumbing                        11.625%  10/15/08    18
Ames Dept. Stores                    10.000%  04/15/06     0
Antigenics                            5.250%  02/01/25    56
Anvil Knitwear                       10.875%  03/15/07    57
Armstrong World                       6.350%  08/15/03    72
Armstrong World                       6.500%  08/15/05    73
Armstrong World                       7.450%  05/15/29    74
Armstrong World                       9.000%  06/15/04    73
Arvin Capital I                       9.500%  02/01/27    70
At Home Corp.                         0.525%  12/28/18     2
At Home Corp.                         4.750%  12/15/06     1
ATA Holdings                         12.125%  06/15/10     2
Atlantic Coast                        6.000%  02/15/34    21
Atlas Air Inc                         9.702%  01/02/08    74
Autocam Corp.                        10.875%  06/15/14    62
Banctec Inc                           7.500%  06/01/08    74
Bank New England                      8.750%  04/01/99     5
Bank New England                      9.500%  02/15/96     0
Big V Supermarkets                   11.000%  02/15/04     0
Builders Transpt                      6.500%  05/01/11     1
Burlington North                      3.200%  01/01/45    53
CCH II/CCH II CP                     10.250%  01/15/10    62
Cell Therapeutic                      5.750%  06/15/08    58
Charter Comm Hld                      8.625%  04/01/09    74
Charter Comm Hld                      9.625%  11/15/09    74
Charter Comm Hld                     10.000%  05/15/11    59
Charter Comm Hld                     11.125%  01/15/11    64
Charter Comm Inc                      5.875%  11/16/09    74
Chic East Ill RR                      5.000%  01/01/54    61
CIH                                   9.920%  04/01/14    58
CIH                                  10.000%  05/15/14    58
CIH                                  11.125%  01/15/14    61
Collins & Aikman                     10.750%  12/31/11    31
Color Tile Inc                       10.750%  12/15/01     1
Comcast Corp.                         2.000%  10/15/29    40
Constar Int'l                        11.000%  12/01/12    74
CPNL-Dflt12/05                        4.000%  12/26/06    28
CPNL-Dflt12/05                        4.750%  11/15/23    43
CPNL-Dflt12/05                        6.000%  09/30/14    35
CPNL-Dflt12/05                        7.625%  04/15/06    69
CPNL-Dflt12/05                        7.750%  04/15/09    69
CPNL-Dflt12/05                        7.750%  06/01/15    30
CPNL-Dflt12/05                        7.875%  04/01/08    70
CPNL-Dflt12/05                        8.500%  02/15/11    45
CPNL-Dflt12/05                        8.625%  08/15/10    45
CPNL-Dflt12/05                        8.750%  07/15/07    67
CPNL-Dflt12/05                       10.500%  05/15/06    68
Cray Research                         6.125%  02/01/11    11
Curagen Corp                          4.000%  02/15/11    74
Dal-Dflt09/05                         9.000%  05/15/16    26
Decode Genetics                       3.500%  04/15/11    73
Delco Remy Intl                       9.375%  04/15/12    57
Delco Remy Intl                      11.000%  05/01/09    60
Delphi Trust II                       6.197%  11/15/33    64
Delta Air Lines                       2.875%  02/18/24    26
Delta Air Lines                       7.700%  12/15/05    24
Delta Air Lines                       7.900%  12/15/09    26
Delta Air Lines                       8.000%  06/03/23    26
Delta Air Lines                       8.187%  10/11/17    36
Delta Air Lines                       8.300%  12/15/29    27
Delta Air Lines                       8.540%  01/02/07    71
Delta Air Lines                       8.950%  01/12/12    66
Delta Air Lines                       9.200%  09/23/14    75
Delta Air Lines                       9.250%  03/15/22    26
Delta Air Lines                       9.320%  01/02/09    73
Delta Air Lines                       9.375%  09/11/07    63
Delta Air Lines                       9.480%  06/05/06    58
Delta Air Lines                       9.590%  01/12/17    67
Delta Air Lines                       9.750%  05/15/21    25
Delta Air Lines                       9.875%  04/30/08    68
Delta Air Lines                       9.950%  06/01/06    70
Delta Air Lines                       9.950%  06/01/06    70
Delta Air Lines                      10.000%  06/01/07    66
Delta Air Lines                      10.000%  06/01/08    66
Delta Air Lines                      10.000%  06/01/09    66
Delta Air Lines                      10.000%  06/01/10    66
Delta Air Lines                      10.000%  06/01/10    67
Delta Air Lines                      10.000%  06/01/12    63
Delta Air Lines                      10.000%  08/15/08    28
Delta Air Lines                      10.060%  01/02/16    74
Delta Air Lines                      10.125%  05/15/10    28
Delta Air Lines                      10.375%  02/01/11    25
Delta Air Lines                      10.375%  12/15/22    25
Delta Air Lines                      10.500%  04/30/16    69
Deutsche Bank NY                      8.500%  11/15/16    63
Diva Systems                         12.625%  03/01/08     1
Dov Pharmaceutic                      2.500%  01/15/25    51
Dura Operating                        9.000%  05/01/09    56
Dura Operating                        9.000%  05/01/09    59
Eagle-Picher Inc                      9.750%  09/01/13    66
Emergent Group                       10.750%  09/15/04     0
Epix Medical Inc.                     3.000%  06/15/24    68
Exodus Comm. Inc.                    11.625%  07/15/10     0
Falcon Products                      11.375%  06/15/09     3
Federal-Mogul Co.                     7.375%  01/15/06    57
Federal-Mogul Co.                     7.500%  01/15/09    55
Federal-Mogul Co.                     8.160%  03/06/03    59
Federal-Mogul Co.                     8.250%  03/03/05    63
Federal-Mogul Co.                     8.370%  11/15/01    58
Federal-Mogul Co.                     8.370%  11/15/01    59
Federal-Mogul Co.                     8.800%  04/15/07    61
Finova Group                          7.500%  11/15/09    29
Ford Motor Co                         6.500%  08/01/18    67
Ford Motor Co                         6.625%  02/15/28    66
Ford Motor Co                         7.125%  11/15/25    67
Ford Motor Co                         7.400%  11/01/46    66
Ford Motor Co                         7.500%  08/01/26    68
Ford Motor Co                         7.700%  05/15/97    66
Ford Motor Co                         7.750%  06/15/43    68
Ford Motor Cred                       5.500%  02/22/10    71
Ford Motor Cred                       5.650%  01/21/14    74
Ford Motor Cred                       5.750%  01/21/14    75
Ford Motor Cred                       5.750%  02/20/14    71
Ford Motor Cred                       5.750%  02/20/14    75
Ford Motor Cred                       5.900%  02/20/14    74
Ford Motor Cred                       6.000%  01/20/15    74
Ford Motor Cred                       6.000%  01/21/14    74
Ford Motor Cred                       6.000%  02/20/15    72
Ford Motor Cred                       6.000%  03/20/14    72
Ford Motor Cred                       6.000%  03/20/14    73
Ford Motor Cred                       6.000%  03/20/14    74
Ford Motor Cred                       6.000%  11/20/14    72
Ford Motor Cred                       6.000%  11/20/14    74
Ford Motor Cred                       6.000%  11/20/14    74
Ford Motor Cred                       6.050%  02/20/14    73
Ford Motor Cred                       6.050%  02/20/15    71
Ford Motor Cred                       6.050%  03/20/14    75
Ford Motor Cred                       6.050%  04/21/14    75
Ford Motor Cred                       6.050%  12/22/14    73
Ford Motor Cred                       6.050%  12/22/14    73
Ford Motor Cred                       6.050%  12/22/14    75
Ford Motor Cred                       6.100%  02/20/15    73
Ford Motor Cred                       6.150%  01/20/15    73
Ford Motor Cred                       6.200%  03/20/15    73
Ford Motor Cred                       6.300%  05/20/14    74
Ford Motor Cred                       7.500%  08/20/32    73
Gateway Inc.                          2.000%  12/31/11    72
GB Property Fndg                     11.000%  09/29/05    62
General Motors                        7.400%  09/01/25    70
General Motors                        8.100%  06/15/24    72
GMAC                                  5.900%  01/15/19    74
GMAC                                  5.900%  10/15/19    74
GMAC                                  6.000%  02/15/19    74
GMAC                                  6.050%  08/15/19    73
GMAC                                  6.150%  09/15/19    72
Golden Books Pub                     10.750%  12/31/04     0
Graftech Intl                         1.625%  01/15/24    74
Gulf Mobile Ohio                      5.000%  12/01/56    73
Gulf States Stl                      13.500%  04/15/03     0
Hertz Corp                            7.000%  01/15/28    75
HNG Internorth                        9.625%  03/15/06    33
Imperial Credit                       9.875%  01/15/07     0
Inland Fiber                          9.625%  11/15/07    60
Insight Health                        9.875%  11/01/11    43
Iridium LLC/CAP                      10.875%  07/15/05    29
Iridium LLC/CAP                      11.250%  07/15/05    29
Iridium LLC/CAP                      13.000%  07/15/05    31
Iridium LLC/CAP                      14.000%  07/15/05    29
Isolagen Inc.                         3.500%  11/01/24    74
Kaiser Aluminum & Chem.               9.875%  02/15/02    49
Kaiser Aluminum & Chem.              10.875%  10/15/06    58
Kaiser Aluminum & Chem.              12.750%  02/01/03    10
Kellstrom Inds                        5.500%  06/15/03     0
Kellstrom Inds                        5.750%  10/15/02     0
Kmart Corp.                           9.780%  01/05/20    10
Kmart Funding                         8.800%  07/01/10    75
Kmart Funding                         9.440%  07/01/18    43
Lehman Bros Hldg                     10.000%  10/30/13    73
Liberty Media                         3.250%  03/15/31    75
Liberty Media                         3.750%  02/15/30    56
Liberty Media                         4.000%  11/15/29    61
Lifecare Holding                      9.250%  08/15/13    73
Macsaver Financl                      7.400%  02/15/02     2
Macsaver Financl                      7.600%  08/01/07     1
Merisant Co                           9.500%  07/15/13    65
Metamor WorldWide                     2.940%  08/15/04     1
Missouri Pac RR                       5.000%  01/01/45    74
Motorola Inc                          5.220%  10/01/97    73
Movie Gallery                        11.000%  05/01/12    73
MSX Int'l Inc.                       11.375%  01/15/08    66
Muzak LLC                             9.875%  03/15/09    54
New Orl Grt N RR                      5.000%  07/01/32    64
Northern Pacific RY                   3.000%  01/01/47    52
Northern Pacific RY                   3.000%  01/01/47    52
Northwest Airlines                    6.625%  05/15/23    47
Northwest Airlines                    7.248%  01/02/12    40
Northwest Airlines                    7.625%  11/15/23    46
Northwest Airlines                    7.875%  03/15/08    47
Northwest Airlines                    8.700%  03/15/07    48
Northwest Airlines                    8.875%  06/01/06    47
Northwest Airlines                    9.179%  04/01/10    25
Northwest Airlines                    9.875%  03/15/07    48
Northwest Airlines                   10.000%  02/01/09    46
Northwest Stl&Wir                     9.500%  06/15/01     0
NTK Holdings Inc                     10.750%  03/01/14    70
Oscient Pharm                         3.500%  04/15/11    67
Osu-Dflt10/05                        13.375%  10/15/09     0
O'Sullivan Ind                       10.630%  10/01/08    59
Outboard Marine                       7.000%  07/01/02     0
Outboard Marine                      10.750%  06/01/08     9
Overstock.com                         3.750%  12/01/11    71
Owens-Corning Fiber                   9.375%  06/01/12    75
PCA LLC/PCA Fin                      11.875%  08/01/09    22
Pegasus Satellite                     9.625%  10/15/49    10
Pegasus Satellite                    12.375%  08/01/06     9
Pegasus Satellite                    12.500%  08/01/07    10
Phar-Mor Inc                         11.720%  09/11/02     1
Piedmont Aviat                        9.900%  11/08/06     0
Piedmont Aviat                       10.350%  03/28/11     0
Pixelworks Inc.                       1.750%  05/15/24    70
Pliant-DFLT/06                       13.000%  06/01/10    44
Pliant-DFLT/06                       13.000%  06/01/10    50
Polaroid Corp.                        6.750%  01/15/02     0
Polaroid Corp.                        7.250%  01/15/07     0
Polaroid Corp.                       11.500%  02/15/06     0
Primedex Health                      11.500%  06/30/08    75
Primus Telecom                        3.750%  09/15/10    48
Primus Telecom                        8.000%  01/15/14    63
Radnor Holdings                      11.000%  03/15/10    31
Railworks Corp                       11.500%  04/15/09     1
Read-Rite Corp.                       6.500%  09/01/04    18
Reliance Group Holdings               9.000%  11/15/00    20
RJ Tower Corp.                       12.000%  06/01/13    65
Silicon Graphics                      6.500%  06/01/09    72
Startec Global                       12.000%  05/15/08     0
Tekni-Plex Inc.                      12.750%  06/15/10    68
Tom's Foods Inc                      10.500%  11/01/04     9
Toys R Us                             7.375%  10/15/18    69
Transtexas Gas                       15.000%  03/15/05     0
Tribune Co                            2.000%  05/15/29    65
Triton Pcs Inc.                       8.750%  11/15/11    71
Triton Pcs Inc.                       9.375%  02/01/11    70
United Air Lines                      7.270%  01/30/13    53
United Air Lines                      7.870%  01/30/19    53
United Air Lines                      9.020%  04/19/12    58
United Air Lines                      9.350%  04/07/16    30
United Air Lines                      9.560%  10/19/18    58
United Air Lines                     10.020%  03/22/14    45
US Air Inc.                          10.250%  01/15/49     5
US Air Inc.                          10.250%  01/15/49    11
US Air Inc.                          10.610%  06/27/07     0
US Air Inc.                          10.680%  06/27/08     2
US Air Inc.                          10.700%  01/01/49    20
US Air Inc.                          10.850%  01/01/49    48
US Air Inc.                          11.200%  03/19/05     0
Verizon Maryland                      5.125%  06/15/33    75
Werner Holdings                      10.000%  11/15/07    22
Westpoint Steven                      7.875%  06/15/05     0
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      6.000%  08/01/10    70
Winsloew Furniture                   12.750%  08/15/07    20
Winstar Comm                         14.000%  10/15/05     0
Winstar Comm Inc                     10.000%  03/15/08     0
World Access Inc.                     4.500%  10/01/02     4
World Access Inc.                    13.250%  01/15/08     4


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Emi Rose S.R. Parcon,
Rizande B. Delos Santos, Cherry A. Soriano-Baaclo, Christian Q.
Salta, Jason A. Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin
and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***