TCR_Public/060710.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 10, 2006, Vol. 10, No. 162

                             Headlines

ADVANCED MICRO: Second Quarter Sales Estimated at $1.215 Billion
ALTERNATIVE LOAN: S&P Junks Rating on Class B-4 Certificates
AMERICAN FEED: Case Summary & 20 Largest Unsecured Creditors
AMERICAN NATURAL: Defaults on Interest Payment for 8% Debentures
AMTROL INC: S&P Lowers Subordinated Debt Rating to CC from CCC-

APHTON CORP: Delivers Schedules of Assets & Debts to Del. Court
APHTON CORP: Borrows Funds to Get European Regulatory OK on Drugs
APHTON CORPORATION: Selects Life Science as Investment Banker
ARGENT SECURITIES: S&P Lowers Class M-11 Certificate's Rating to B
ASARCO LLC: Encycle Trustee Can Employ American Appraisers

ASARCO LLC: Encycle Trustee Can Hire Gayle Doraine as Accountant
AXM PHARMA: AMEX to Delist Securities on July 17
BAYOU GROUP: Committee Taps Preston Gates as Litigation Counsel
BAYOU GROUP: Court Denies U.S. Trustee's Plea for Chap. 11 Trustee
BROADCASTVISION INC: Case Summary & 20 Largest Unsecured Creditors

CA INC: S&P Lowers Corp. Credit & Sr. Unsecured Debt Ratings to BB
CALPINE CORP: First-Quarter Net Loss Increases to $589 Million
CALPINE CORP: Rosetta Resources Wants to Assume Oil & Gas Leases
CALPINE CORP: Wants Court To Further Extend Lease Decision Period
CATHOLIC CHURCH: Spokane Parishes Want Claim Objections Overruled

CG MULTIFAMILY: Has Until July 12 to File Schedules and Statement
CHATTEM INC: Commences Sr. Sub. Note Holder Consent Solicitation
CINRAM INT'L: Isidore Philosophem Steps Down as CEO
COMMUNICATIONS CORP: Has Until July 20 To File Schedules
COMMUNICATIONS CORP: Hires Fletcher Heald as Special Counsel

COMMUNICATIONS CORP: White Knight Hires Pillsbury as Counsel
CONTINENTAL GROUP: Moody's Rates Proposed $160 Million Loan at B3
DAKOTA ARMS: Case Summary & 20 Largest Unsecured Creditors
DANA CORP: Assumes Full Ownership of Mexican Biz for $19.5 Mil.
DIAMOND TRIUMPH: Moody's Junks Rating on $60 Million Sr. Notes

DOORTOWN MANUFACTURING: Case Summary & 20 Largest Unsec. Creditors
E K SAMPLER: Case Summary & 19 Largest Unsecured Creditors
ENRON CORP: Merrill Lynch Agrees to Pay $29.5 Million Settlement
ENTERGY NEW ORLEANS: City Council Wants to Quash Deposition
ENTERGY NEW ORLEANS: Seeks Summary Judgment on Plaintiffs' Claims

ELIZABETH ARDEN: Buys Brand Portfolio from Riviera Concepts
ESCHELON TELECOM: Acquires Mountain Telecom For $40 Million Cash
FEMONE INC: March 31 Balance Sheet Upside-Down by $2.3 Million
FIRST FIN'L: Balance Sheet Upside Down by $3 Million at March 31
FOAMEX INTERNATIONAL: Expanded A&M Retention Gets Court's Nod

FOAMEX INTERNATIONAL: Selling Hamblen Facility for $390,000
G+G RETAIL: Sells Remaining Assets to Max Rave for $300,000
GARRETT KAKER: Case Summary & 13 Largest Unsecured Creditors
GENCORP INC: Completes Consent Solicitation for 9-1/2% Sr. Notes
GENERAL MOTORS: Board Allows CEO to Negotiate with Renault-Nissan

GREENMAN TECH: AMEX Files Form 25 to Strike Common Stock Listing
GREGG APPLIANCES: March 31 Balance Sheet Upside Down by $5.1 Mil.
GULF COAST: Court Approves $4.2 Million Asset Sale to Jered LLC
GULF COAST: U.S. Trustee Amends Creditors Committee Appointment
GULF COAST: Creditors Panel Hires Winstead Sechrest as Counsel

H&E EQUIPMENT: Prices Tender Offer of Senior Notes
HERBALIFE INT'L: To Undertake Potential Refinancing
HIDDEN POINTE: Partner Doesn't Get Automatic Stay Protection
INTEGRATED ELECTRICAL: Amends Eton Park Term Loan Agreement
INTEGRATED ELECTRICAL: Restates December and March Financials

INT'L GALLERIES: Winstead Sechrest Hired as Trustee's Counsel
JEFFERY ENRIGHT: Case Summary & Four Largest Unsecured Creditors
JMJ ENTERPRISES: Voluntary Chapter 11 Case Summary
JOVE CORP: Posts $101,314 Net Loss in 2006 Fiscal 1st Quarter
LIFEPOINT HOSPITALS: S&P Affirms BB Rating With Negative Outlook

LIGAND PHARMACEUTICALS: Settles Securities Fraud Suit in Calif.
LONDON FOG: Perry Ellis Demands $200,000 Expense Reimbursement
MESABA AVIATION: U.S. Trustee Wants Monthly Reports Filed On Time
MESABA AVIATION: Renews Request to Reject CBAs with Unions
MESABA AVIATION: Court Approves Aircraft Use Pact With Northwest

MIRANT CORP: U.S. Trustee Wants Ch. 11 Cases of 13 Units Dismissed
MIRANT CORP: NY-Gen Unit to Repair Swinging Bridge Dam Property
MUSICLAND HOLDING: Court OKs Stipulation Paying Postpetition Debts
MYLAN LABORATORIES: S&P Raises Sr. Notes' Rating to BBB- from BB+
NES RENTALS: S&P Puts B- Rating on Proposed $430MM Loan Facility

NORTEL NETWORKS: Performance Concerns Cues DBRS to Hold Ratings
NORTHWEST AIRLINES: Flight Attendants Choose AFA-CWA as New Rep
ONEIDA LTD: Equity Committee Hires Brown Rudnick as Counsel
ONEIDA LTD: Equity Panel Slams PBGC's $50-Mil. "Allowed" Claim
OPAL CONCEPTS: U.S. Trustee Wants Chapter 11 Cases Dismissed

OWENS CORNING: Wants Plan-Filing Period Stretched to October 31
OWENS CORNING: OCI Chemical Holds $1.47-Mil. Gen. Unsecured Claim
PARKWAY HOSPITAL: Exclusive Plan-Filing Period Extended to July 14
PATH 1: American Stock Exchange to Delist Securities on July 17
PEABODY ENERGY: Buys Australian Coal Company for $1.34 Billion

PORTER HAYDEN: Dist. & Bankr. Court Approve Reorganization Plan
PREDIWAVE CORP: Wants to Hire Latham & Watkins as Special Counsel
PREMIER AUTOMOTIVE: Maryland Port Administration Can Evict Debtor
REFCO INC: Judge Drain Extends Removal Period to September 13
REFCO INC: Court to Consider Exclusive Period Requests on July 20

REFCO INC: 3 Parties Object to Ch. 11 Trustee's Skadden Retention
REMEDIATION FINANCIAL: Has Until Aug. to File Disclosure Statement
RJZM LLC: Voluntary Chapter 11 Case Summary
ROCKWOOD SPECIALTIES: S&P Affirms B+ Corporate Credit Rating
ROLLER BEARING: Secures $150 Million Revolving Credit Facility

SERACARE LIFE: Wants Plan-Filing Period Stretched to October 18
SILICON GRAPHICS: Taps Financial Balloting as Voting Agent
SILICON GRAPHICS: Gets Okay to File Customer Lists Under Seal
STEELCASE INC: Earns $18.2 Million in First Quarter Ended May 26
TEKELEC: Restates  Quarterly Reports for 2005 and 2004

THOMAS EQUIPMENT: CEO Patty Recommends Closing of Korean Facility
TOP FLIGHT: Case Summary & 19 Largest Unsecured Creditors
TOWER AUTOMOTIVE: C&E Sales Wants Decision on Agreement
TOWER AUTOMOTIVE: Judge Gropper Denies Committee's Stay Request
TRUMP ENTERTAINMENT: Suspends Casino Operations in Atlantic City

UNITY WIRELESS: Completes Celerica Ltd. Acquisition
VENTAS INC: Taps J. Tellatin as Appraiser in Reset Right Process
WELLMAN INC: S&P Affirms B+ Rating & Revises Outlook to Negative
WESTERN APARTMENT: Case Summary & Nine Largest Unsecured Creditors
WHITNEY INFORMATION: March 31 Balance Sheet Upside Down at $42.2MM

WINN-DIXIE: Prepares Financial Projections Underpinning Plan
WINN-DIXIE: Files Liquidation Analysis Under "Best Interests Test"
WINN-DIXIE: Intends to Honor Secured Claims Under Various Pacts
X-RITE INC: Completes $280 Million Amazys Holding Acquisition

* BOND PRICING: For the week of July 3 - July 7, 2006

                             *********

ADVANCED MICRO: Second Quarter Sales Estimated at $1.215 Billion
----------------------------------------------------------------
Advanced Micro Devices reported that sales for the second quarter
ended July 2, 2006 are expected to be $1.215 billion -- a 52%
increase compared to the second quarter of 2005[1] and a 9%
decline compared to the first quarter of 2006.  The company's
prior guidance for the second quarter anticipated overall sales to
be flat to slightly down seasonally from the first quarter of
2006.

Record AMD Opteron(TM) processor sales were driven by continued
strong demand for single-, dual- and multi-socket configurations
for servers and workstations.  Sales of entry-level and mainstream
mobile and desktop processors were down.

AMD will report its second quarter 2006 results after market close
on Thursday, July 20, 2006.

                            About AMD

Based in Sunnyvale, California, Advanced Micro Devices Inc. (NYSE:
AMD) -- http://www.amd.com/-- is a global provider of
microprocessor solutions for computing, communications and
consumer electronics markets.

                            *   *   *

As reported in the Troubled Company Reporter on Jan. 31, 2006,
Standard & Poor's Ratings Services raised its ratings on
Sunnyvale, California-based Advanced Micro Devices Inc., including
its corporate credit rating, to 'B+' from 'B'.  In addition, the
ratings on the microprocessor manufacturer were removed from
CreditWatch with positive implications, where they were placed on
Jan. 24, 2006.  S&P says the ratings outlook is stable.

As reported in the Troubled Company Reporter on Jan. 26, 2006,
Fitch Ratings revised Advanced Micro Devices Inc.'s Rating Outlook
to Positive from Stable and affirmed the company's 'B' issuer
default rating.   AMD's 'B/RR4' senior unsecured debt and 'BB/RR1'
senior secured bank credit facility are also affirmed.  Fitch's
action affected approximately $1.2 billion of  total debt.

As reported in the Troubled Company Reporter on Jan. 26, 2006,
Moody's Investors Service raised the corporate family rating of
Advanced Micro Devices, Inc., two notches to Ba3, with a stable
outlook.


ALTERNATIVE LOAN: S&P Junks Rating on Class B-4 Certificates
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B-4 certificate from Alternative Loan Trust 2003-J1 to 'CCC' from
'B'.

At the same time, the 'BB' rating on the class B-3 certificate
from the same transaction is placed on CreditWatch with negative
implications.

The lowered rating reflects actual and projected credit support
percentages that are insufficient to maintain the previous rating.
The current credit support for this class is 0.13%, down 35% from
its original credit support of 0.20%.

The rating on class B-3 is placed on CreditWatch with negative
implications because Standard & Poor's expects additional losses
to result from high delinquencies.  As of the May 2006
distribution date, total delinquencies were 2.57%, with 0.89%
categorized as seriously delinquent (90-plus days, foreclosure,
and REO).

Standard & Poor's will continue to closely monitor the performance
of this transaction.  If the delinquent loans translate into
realized losses, additional downgrades will be taken, depending on
the size of the losses and remaining credit support.  In contrast,
if the delinquent loans decrease without significant additional
realized losses, the rating on class B-3 will be affirmed and
removed from CreditWatch.

The collateral for the transaction consists of a pool of 15-,
20-, and 30-year conventional, fixed-rate mortgage loans secured
by first liens on one- to four-family properties.

Rating Lowered:

                 Alternative Loan Trust 2003-J1

                      Class    To     From
                      -----    --     ----
                       B-4     CCC     B

Rating Placed on CreditWatch Negative:

                 Alternative Loan Trust 2003-J1

                 Class         To          From
                 -----         --          ----
                  B-3     BB/Watch Neg.     BB


AMERICAN FEED: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: American Feed & Farm Supply, Inc.
        aka South Omaha Supply
        aka Green Acres County Store
        3310 H Street
        P.O. Box 7218
        Omaha, Nebraska 68107

Bankruptcy Case No.: 06-80969

Type of Business: The Debtor is a wholesaler of agricultural
                  equipment and supplies.

Chapter 11 Petition Date: July 6, 2006

Court: District of Nebraska (Omaha Office)

Debtor's Counsel: Jenna B. Taub, Esq.
                  Robert Craig P.C.
                  1321 Jones Street
                  Omaha, Nebraska 68102
                  Tel: (402) 408-6000

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Poly Excell LLC                         $516,491
Building A16-A
Clearfield, UT 84016

International Nutritional Inc.          $308,710
P.O. Box 3366
Freeport Center
Omaha, NE 68176-0405

R.G. Applegate Steel Co.                $270,523
P.O. Box 68
Saratoga, IN 47382

Land-O-Lakes Farmland Feed LLC          $186,457
P.O. Box 60000
San Francisco, CA 94160-3760

Purina Mills Inc.                       $146,843
P.O. Box 1450 Northwest, Suite 7793
Minneapolis, MN 55485

Kingman Dedicated Service               $132,741

Norcross Safety Products LLC            $120,021

Miller Manufacturing                     $97,632

Keystone Steel & Wire                    $96,641

Brown Logistics, Inc.                    $94,909

Morton Salt                              $92,588

Knox Fertilizer Co.                      $83,350

Century Livestock Feeders                $74,721

Cargill Salt Division                    $60,940

Newfield Seeds                           $55,703

Behlen Manufacturing Co.                 $55,657

Diamond Pet Foods                        $54,643

Midwest AG Commodities Inc.              $53,324

Sweetlix Co.                             $53,225

Milk Products Inc.                       $49,200


AMERICAN NATURAL: Defaults on Interest Payment for 8% Debentures
----------------------------------------------------------------
American Natural Energy Corporation failed to meet the interest
payment due on June 30, 2006 on its outstanding 8% Convertible
Secured Debentures due Sept. 30, 2006.

In the event that the interest payment is not met today, July 10,
2006, ANEC expects that Computershare Trust Company of Canada, the
Trustee under the Indenture governing the Debentures, will notify
the debentureholders of an Event of Default pursuant to Section
7.1(b) of the Trust Indenture for ANEC's failure to timely pay
interest due on June 30, 2006.  Under those circumstances, the
Trustee may, and upon request in writing from the holders of not
less than 25% of the principal amount of the Debentures then
outstanding, will declare the outstanding principal of and all
interest on the Debentures and other amounts outstanding under the
Indenture to be immediately due and payable.

In addition, the Trustee will have the right to enforce its rights
on behalf of the Debenture holders against the collateral for the
Debentures.  The Debentures are collateralized by substantially
all of ANEC's assets.

At June 30, 2006, the Debentures are outstanding in the principal
amount of $11,025,000 and accrued and unpaid interest at that date
amounts to $220,500.

ANEC is continuing its efforts to raise additional equity to pay
the current interest obligation, to fund its Louisiana drilling
operation and to re-finance other outstanding obligations.

                      About American Natural

Headquartered in Tulsa, Oklahoma, American Natural Energy Corp.
(TSX Venture: ANR.U) -- http://annrg.com/-- is engaged in the
acquisition, development, exploitation and production of oil and
natural gas.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 22, 2006,
PricewaterhouseCoopers LLP expressed substantial doubt about
American Natural Energy Corporation's ability to continue as a
going concern after it audited the Company's financial statements
for the years ended Dec. 31, 2005, and Dec. 31, 2004.  The
auditing firm pointed to the Company's substantial losses, working
capital deficit and accumulated deficit.

At March 31, 2006, the Company's balance sheet showed $7,128,762
in total assets and $21,039,132 in total liabilities, resulting in
a $13,910,370 stockholders' deficit.


AMTROL INC: S&P Lowers Subordinated Debt Rating to CC from CCC-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on West Warwick, Rhode Island-based AMTROL Inc. to 'CCC'
from 'CCC+' and its subordinated debt rating to 'CC' from 'CCC-'.
The outlook is negative.

"The downgrade reflects our growing concern that AMTROL may not be
able to refinance the majority of its $180 million of debt by
December 2006 as required," said Standard & Poor's credit analyst
Lisa Tilis.

The company has not yet announced a plan, and Standard & Poor's
believes it could prove difficult for AMTROL to obtain financing
given its low ratings.  The company is currently exploring various
means to recapitalize or restructure its debt, including the
possible sale of all or portions of the business.  If
unsuccessful, the company may default on its debt obligations.

The ratings reflect AMTROL's:

   * modest scope of operations;
   * limited product diversity;
   * very aggressive financial profile;
   * thin credit protection measures; and
   * increasing risk of default.


APHTON CORP: Delivers Schedules of Assets & Debts to Del. Court
---------------------------------------------------------------
Aphton Corp. delivered to the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

   Name of Schedule                  Assets          Liabilities
   ----------------                  ------          -----------
   A. Real Property
   B. Personal Property            $512,200
   C. Property Claims as Exempt
   D. Creditors Holding
      Secured Claims
   E. Creditors Holding
      Unsecured Priority Claims                         $149,936
   F. Creditors Holding
      Unsecured Nonpriority
      Claims                                          $2,937,669
   G. Executory Contracts and
      Unexpired Leases
   H. Codebtors
   I. Current Income of Individual
      Debtors
   J. Current Expenditures
      of Individual Debtors

                                   --------           ----------
       Total                       $512,000           $3,087,605

                          About Aphton

Headquartered in Philadelphia, Pennsylvania, Aphton Corporation --
http://www.aphton.com/-- is a clinical stage biopharmaceutical
company focused on developing targeted immunotherapies for cancer.
Aphton filed for chapter 11 protection on May 23, 2006. (Bankr. D.
Del. Case No. 06-10510).  Michael G. Busenkell, Esq., at Eckert
Seamans Cherin & Mellot, LLC, represents the Debtor in its
restructuring efforts.  William J. Burnett, Esq., at Flaster
Greenberg, represents the Official Committee of Unsecured
Creditors.  Aphton estimated its assets and debts at $1 million to
$10 million when it filed for protection from its creditors.

At Dec. 31, 2005, Aphton's balance sheet showed assets totaling
$6,775,858 and debts totaling $11,641,182.


APHTON CORP: Borrows Funds to Get European Regulatory OK on Drugs
-----------------------------------------------------------------
The Honorable Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware allowed Aphton Corporation to borrow
funds from Receptor Biologix, Inc.  Aphton will use the funds to
pay its consultants working to secure approval for Insegia with
the European Medicines Agency -- a European regulatory agency
analogous to the Food and Drug Administration in the United
States.

Ronald S. Gellert, Esq., in Wilmington, Delaware, told the Court
that the Debtor does not have sufficient available sources of
working capital to compensate Gillian Gregory and Paul Broome.
The Debtor needs to pay $50,000 to Messrs. Gregory and Broome to
secure the approval, so it can market Insegia to other drug
companies.

The loan will earn an 8% annual interest and matures on the
earliest of:

   * 10 days after the closing of the sale of Insegia, if the
     winning bidder is not Receptor Biologix;

   * the closing date of the Insegia sale if Receptor Biologix
     wins the auction; or

   * August 31, 2006.

The Court will conduct a hearing regarding the sale of
substantially all of the Debtor's assets at 11:00 a.m., Eastern
Time, on July 14, 2006.

Pursuant to Sec. 364(c) of the Bankruptcy Code, all obligations
under the DIP facility will have superpriority status over all
other claims against the Debtor.

Headquartered in Philadelphia, Pennsylvania, Aphton Corporation --
http://www.aphton.com/-- is a clinical stage biopharmaceutical
company focused on developing targeted immunotherapies for cancer.
Aphton's products seek to empower the body's own immune system to
fight disease.  Aphton filed for chapter 11 protection on May 23,
2006. (Bankr. D. Del. Case No. 06-10510).  Michael G. Busenkell,
Esq., at Eckert Seamans Cherin & Mellot, LLC, represents the
Debtor in its restructuring efforts.  William J. Burnett, Esq., at
Flaster Greenberg, represents the Official Committee of Unsecured
Creditors.  Aphton estimated its assets and debts at $1 million to
$10 million when it filed for protection from its creditors.

At Dec. 31, 2005, Aphton's balance sheet showed assets totaling
$6,775,858 and debts totaling $11,641,182.


APHTON CORPORATION: Selects Life Science as Investment Banker
-------------------------------------------------------------
Apthon Corp. asks the U.S. Bankruptcy Court for the District of
Delaware for permission to employ Life Science Group as its
investment bankers, nunc pro tunc to May 23, 2006.

Life Science will assist the Debtor in evaluating its business
model.  The firm will also provide investment-banking services
including, but not limited to, marketing and obtaining offers for
the sale or other transactions related to the sale process.

Life Science said it will charge the Debtor solely for its
services on a percentage basis for a sale or other transaction.

The firm will receive a 5% fee on a sale less than $5,000,000 and
an additional 3% for any amount in excess of $5,000,000.

Life Science will only be entitled to payment if the transaction
approved by the Court is closed with a party that Life Science
brought to the Debtor.

To the best of the Debtor's knowledge, Life Science does not hold
any material interests adverse to the estate and is a
"disinterested person" as that term is define in Sec. 101(14) of
the Bankruptcy Code.

Headquartered in Philadelphia, Pennsylvania, Aphton Corporation
-- http://www.aphton.com/-- is a clinical stage biopharmaceutical
company focused on developing targeted immunotherapies for cancer.
Aphton filed for chapter 11 protection on May 23, 2006. (Bankr. D.
Del. Case No. 06-10510).  Michael G. Busenkell, Esq., at Eckert
Seamans Cherin & Mellot, LLC, represents the Debtor in its
restructuring efforts.  William J. Burnett, Esq., at Flaster
Greenberg, represents the Official Committee of Unsecured
Creditors.  Aphton estimated its assets and debts at $1 million to
$10 million when it filed for protection from its creditors.

At Dec. 31, 2005, Aphton's balance sheet showed assets totaling
$6,775,858 and debts totaling $11,641,182.


ARGENT SECURITIES: S&P Lowers Class M-11 Certificate's Rating to B
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-11 certificate from Argent Securities Inc.'s series 2004-PW1 to
'B' from 'BB' and placed it on CreditWatch with negative
implications.

In addition, the rating on the class M-10 certificate is placed on
CreditWatch with negative implications.  Lastly, the ratings on
the remaining classes from this series are affirmed.

The lowered rating and CreditWatch placements are the result
of realized losses that have continuously reduced
overcollateralization.  During the previous six remittance
periods, realized losses have exceeded excess interest by
approximately $365,000.  The combination of rapid principal
prepayments and the failure of excess interest to cover monthly
losses has caused an overcollateralization deficiency of $6.959
million.

As of the June 2006 distribution date, there was $3.016 million
in overcollateralization available, below its target balance of
$9.975 million by approximately 70%.  Severely delinquent loans
represent 16.43% of the current pool balance, while cumulative
realized losses represent 1.32% of the original pool balance.

Standard & Poor's will continue to monitor the performance of this
transaction.  If delinquencies continue to translate into realized
losses, and the losses continue to exceed excess interest, the
rating agency will initiate additional negative rating actions.

Conversely, if excess interest is sufficient to cover monthly
losses in future remittance periods, and overcollateralization
rebuilds toward its target balance, the ratings will be affirmed
and removed from CreditWatch.

Credit support for this transaction is provided through a
combination of excess spread, overcollateralization, and
subordination.  The underlying collateral consists of
conventional, fully amortizing, adjustable- and fixed-rate
mortgage loans, which are secured by first-liens on one- to four-
family residential properties.

Rating Lowered And Placed On CreditWatch Negative:

                     Argent Securities Inc.
     Asset backed pass-through certificates series 2004-PW1

                   Class        To        From
                   -----        --        ----
                   M-11    B/Watch Neg.    BB

Rating Placed On CreditWatch Negative:

                     Argent Securities Inc.
     Asset backed pass-through certificates series 2004-PW1

                  Class         To        From
                  -----         --        ----
                  M-10    BB+/Watch Neg.  BB+

Ratings Affirmed:

                     Argent Securities Inc.
     Asset backed pass-through certificates series 2004-PW1

             Class                           Rating
             -----                           ------
             A-1, A-2, A-3, IO-1, IO-2        AAA
             M-1                              AA+
             M-2                              AA
             M-3                              AA-
             M-4                              A+
             M-5                              A
             M-6                              A-
             M-7                              BBB+
             M-8                              BBB
             M-9                              BBB-


ASARCO LLC: Encycle Trustee Can Employ American Appraisers
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi approved the employment of American Appraisers,
Inc., as the appraiser for Mike Boudloche, the Chapter 7 trustee
of Encycle/Texas, Inc.

As reported in the Troubled Company Reporter on May 31, 2006,
American Appraisers will assist the trustee in appraising and
evaluating 61 acres of real property in Corpus Christi, Texas.

Mr. Boudloche said AAI employees have extensive knowledge and
experience in rendering real estate appraisals in Nueces County,
Texas, and other areas.

AAI will be paid $5,000, with a retainer of $2,500.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor
in its restructuring efforts.  Lehman Brothers Inc. provides the
ASARCO with financial advisory services and investment banking
services.  Paul M. Singer, Esq., James C. McCarroll, Esq., and
Derek J. Baker, Esq., at Reed Smith LLP give legal advice to
the Official Committee of Unsecured Creditors and David J.
Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Encycle Trustee Can Hire Gayle Doraine as Accountant
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi approved the employment of Gayle L. Doraine, CPA,
PC, as accountant for Mike Boudloche, the Chapter 7 Trustee of
Encycle/Texas, Inc.

As reported in the Troubled Company Reporter on June 20, 2006,
Mr. Boudloche said that in order to perform his services as the
Chapter 7 Trustee, he will need the services of a certified public
accountant to:

   (a) prepare federal tax returns;
   (b) negotiate with the Internal Revenue Service; and
   (c) account services for the estate.

ASARCO LLC and its debtor-affiliates will pay the Doraine firm
based on its standard hourly rates:

         Professional               Hourly Rates
         ------------               ------------
         Partner/Shareholder            $175
         Senior Accountant              $150
         Staff Accountant               $125
         Bookkeeper/Clerk                $75

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor
in its restructuring efforts.  Lehman Brothers Inc. provides the
ASARCO with financial advisory services and investment banking
services.  Paul M. Singer, Esq., James C. McCarroll, Esq., and
Derek J. Baker, Esq., at Reed Smith LLP give legal advice to
the Official Committee of Unsecured Creditors and David J.
Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


AXM PHARMA: AMEX to Delist Securities on July 17
------------------------------------------------
The American Stock Exchange LLC(R) reported its final
determination to remove the common stock of AXM Pharma, Inc.
from listing on the Exchange, and filed an application on Form 25
to strike the Securities from listing with the Securities and
Exchange Commission.  The delisting will become effective on
July 17, 2006 unless postponed by the SEC.

Pursuant to its rules, the Exchange provided notice to AXM Pharma,
Inc. of the decision to delist the Securities and an opportunity
to appeal the decision to a panel designated by the Exchange's
Board of Governors.

                        About AXM Pharma

Headquartered in City of Industry, California, AXM Pharma, Inc.
(AMEX: AXJ) -- http://www.axmpharma.com/-- through its wholly
owned subsidiary, AXM Pharma Shenyang, Inc., is a manufacturer
of proprietary and generic pharmaceutical products, which include
injectables, capsules, tablets, liquids and medicated skin
products for export and domestic Chinese sales.  AXM Shenyang
is located in the City of Shenyang, in the Province of Liaoning,
China.  AXM Shenyang has an operating history of approximately
10 years.

                       Going Concern Doubt

Lopez, Blevins, Bork & Associates, LLP, in Houston, Texas, raised
substantial doubt about AXM Pharma, Inc.'s ability to continue as
a going concern after auditing the Company's consolidated
financial statements for the year ended Dec. 31, 2005.  The
auditor pointed to the Company's losses and need for additional
capital.


BAYOU GROUP: Committee Taps Preston Gates as Litigation Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Bayou Group,
L.L.C., and its debtor-affiliates' chapter 11 cases asks the U.S
Bankruptcy Court for the Southern District of New York to retain
Preston Gates Ellis & Rouvelas Meeds, L.L.P., as its litigation
counsel, nunc pro tunc to June 9, 2006.

Preston Gates will:

     a) monitor litigation against third parties;

     b) prosecute litigation against third parties, if authorized
        by the Committee and Debtors;

     c) provide advice on avoidance and other claims being
        prosecuted by the Debtors;

     d) handle general administrative matters for the Committee;

     e) serve as the Committee's liaison with certain government
        entities, including the United Sates Attorney's Office,
        the SEC, the CFTC, and the Arizona Attorney General's
        Office;

     f) serve as the Committee's liaison with the Debtors,
        including the monitoring of professional fees by the
        Debtors; and

     g) defend any challenges to the receiver's right to serve
        as debtor-in-possession.

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

     Designation                          Hourly Rate
     -----------                          -----------
     Partners                             $675 - $305
     Associates                           $330 - $180
     Paraprofessionals                    $195 - $ 60

     Professional                         Hourly Rate
     ------------                         -----------
     Richard A Kirby, Esq.(partner)          $580
     Philip M. Guess, Esq.(partner)          $370
     Scott P. Lindsay, Esq.(associate)       $210

To the best of the Debtor's knowledge, the Firm does not represent
any interest adverse to the Debtors or their estate.

Mr. Kirby can be reached at:

     Richard A. Kirby, Esq.
     Preston Gates Ellis & Rouvelas Meed, L.L.P.
     1735 New York Avenue NW
     Suite 500
     Washington, D.C., 20006
     Tel: (202) 661-3730
     Fax: (202) 331-1024
     http://www.prestongates.com/

Headquartered in Chicago, Illinois, Bayou Group, LLC, operates and
manages hedge funds.  The company and its affiliates filed
for chapter 11 protection on May 30, 2006 (Bankr. S.D.N.Y. Case
No. 06-22306).  Elise Scherr Frejka, Esq., at Dechert LLP,
represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
estimated assets and debts of more than $100 million.


BAYOU GROUP: Court Denies U.S. Trustee's Plea for Chap. 11 Trustee
------------------------------------------------------------------
The Honorable Adlai S. Hardin Jr. of the U.S. Bankruptcy Court for
the Southern District of New York denied the request of the U.S.
Trustee for Region 2 to appoint a chapter 11 trustee in Bayou
Group, LLC and its debtor-affiliates' bankruptcy proceedings.

The U.S. Trustee told the Bankruptcy Court that prior to filing
for chapter 11, the federal district court appointed Jeffrey
Marwil, Esq., at Jenner & Block, as the Debtors' federal equity
receiver.

The U.S. Trustee contended that in chapter 11 cases where a debtor
is not in possession, the debtor's chapter 11 case must be
administered by a disinterested trustee with clear legal authority
to pursue litigation and propose a plan.  The U.S. Trustee said
that as receiver, Mr. Marwil has limited ability to act as a
fiduciary in a bankruptcy case.  The U.S. Trustee argued that this
can be construed as cause to appoint a chapter 11 trustee.

The U.S. Trustee also argued that appointment of a chapter 11
trustee would be in the best interest of creditors.

Headquartered in Chicago, Illinois, Bayou Group, LLC, operates and
manages hedge funds.  The company and its affiliates filed for
chapter 11 protection on May 30, 2006 (Bankr. S.D.N.Y. Case No.
06-22306).  Elise Scherr Frejka, Esq., at Dechert LLP, represents
the Debtors in their restructuring efforts.  The Official
Committee of Unsecured Creditors is represented by Kasowitz,
Benson, Torres & Friedman LLP.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
of more than $100 million.


BROADCASTVISION INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: BroadcastVision Inc.
        5126 Clareton Drive, Suite 160
        Agoura Hills, California 91301
        Tel: (800) 770-9770

Bankruptcy Case No.: 06-11051

Type of Business: The Debtor is a world leader in fitness
                  entertainment, serving millions of people in
                  thousands of fitness and athletic training
                  centers, hotels and resorts, corporations,
                  government, and community facilities.

                  The Debtor introduced fitness entertainment in
                  1989, providing health and fitness facilities
                  with exercise-friendly workout environments
                  offering multiple entertainment choices.
                  See http://broadcastvision.com/

Chapter 11 Petition Date: July 6, 2006

Court: Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: M. Jonathan Hayes, Esq.
                  21800 Oxnard Street, Suite 840
                  Woodland Hills, California 91367
                  Tel: (818) 710-3656
                  Fax: (818) 710-3659

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
Echo Financial                                           $730,000
P.O. Box 427
Murrieta, CA 92564

Advanced Video & Communication    Goods and Services     $468,492
3F 669 SEC. 4 Chung-Hsing Road
Chudung Hsin-Chu 310
Taiwan, Republic of China

Work Out World                    Judgment Goods         $134,137
c/o Kevin Salute
6345 Balboa Block, Suite 330
Encino, CA 91316

Microtips Technology, Inc.                                $98,773
12th Floor No. 31 Lane 169
Kang Ning Street
His-Chih, Taipei Hsien
Taiwan, Republic of China

Mastek-Innerstep                                          $77,011
3280 East Hemisphere Loop
Suite 140
Tucson, AZ 85706

Internal Revenue Service                                  $70,000

Franchise Tax Board                                       $55,000

Phyllis Rosenberg                 Loan                    $30,000

Wells Fargo                                               $39,416

The Call Center aka Onelink                               $24,720

MR Electronic Assembly                                    $21,215

Ronald S. Parsons                                         $18,860

Primedia Business Exhibitions                             $17,850

Koss Corporation                                          $17,444

DHL-968452417                                             $16,450

Brite Smile                       Customer Refund         $16,231

Drallar                                                   $14,728

DHL-915621084                                             $14,186

Big Stand Enterprise Co. Ltd.                             $12,525

Advantage Fitness Products                                $12,000


CA INC: S&P Lowers Corp. Credit & Sr. Unsecured Debt Ratings to BB
------------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit and
senior unsecured debt ratings on Islandia, New York-based CA Inc.
to 'BB' from 'BBB-', and placed them on CreditWatch with negative
implications.

"The rating action follows the company's announcement that its
board of directors authorized a $2 billion share repurchase that
partly will be debt-financed," said Standard & Poor's credit
analyst Philip Schrank.

The rating downgrades reflect Standard & Poor's assessment that CA
no longer possesses an investment-grade financial policy in light
of the announced share repurchases.  If the repurchase is financed
solely with debt, pro forma total debt to EBITDA could rise to
above the 4x range from about 2x currently.  However, liquidity is
provided by cash of $1.9 billion as of March 31, 2006, compared
with about $1.8 billion of debt securities.

Additionally, CA did not meet the deadline for filing its 10-K,
and likely will need to restate previously reported results and
report additional material weaknesses.  The delay is from
accounting issues surrounding its stock option grants and revenue
recognition.

As a result of the filing delay, CA could violate the terms of
both its bank agreement and bond indentures.  Under the undrawn
$1 billion revolving credit facility, an event of default occurs
if the lenders gives a notice of default, and CA has 30 days to
cure from receiving a notice.  Under the bond indenture, an event
of default will occur if CA receives a notice of default from the
trustee or the holders of 25% in aggregate principal amount of the
outstanding debt of such series, and CA does not cure within 90
days of receiving the notice.

At the 'BB' rating level, Standard & Poor's expectation is that CA
will continue to generate free cash flow exceeding $1 billion, and
manage its debt levels at about 4x or below over the intermediate
term.  The rating agency expects acquisitions to continue, albeit
at a more moderate pace.

Rating support is provided by:

   * a stable revenue base;
   * favorable business prospects; and
   * strong cash flow generation.

The company's diversified, high-margin software portfolio is
viewed as defensible because of high switching costs and
entrenched customer Relationships.

Standard & Poor's will meet with management to evaluate the pro
forma capital structure and financing plans, review management's
financial policy and growth initiatives, and the progress toward
filing its financial statements.


CALPINE CORP: First-Quarter Net Loss Increases to $589 Million
--------------------------------------------------------------
Calpine Corporation's first quarter loss for the year 2006 widened
to $589,400,000 from $168,700,000 from last year due to revenue
decline and reorganization costs, Dale Crofts and Jim Polson at
Bloomberg News reports.

According to Bloomberg, the first-quarter results includes
$298,200,000 in reorganization costs before taxes, reflecting
expenses for assuming a power plant contract in Canada.  The
Company also disclosed a 34% drop in sales to $1.36 billion from
$2.05 billion.

Since filing for bankruptcy on Dec. 20, 2005, Calpine has fired
400 employees or 26% of its workforce.  The Company also intends
to sell more than 20% of their plants to pare annual costs by
about $150,000,000.  However, Reuters relates that Calpine is
working on a growth plan to generate positive operating cash flow
in 2007.

A full-text copy of the Company's Quarterly Report in Form 10-Q is
available for free at http://ResearchArchives.com/t/s?d1e

                      About Calpine Corp.

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


CALPINE CORP: Rosetta Resources Wants to Assume Oil & Gas Leases
----------------------------------------------------------------
Rosetta Resources Inc. filed, on July 7, 2006, its objection in
response to Calpine Corporation's motion in the U.S. Bankruptcy
Court for the Southern District of New York to assume certain oil
and gas leases under Section 365 of the Bankruptcy Code.  The
hearing on the motion, which will include consideration of
Rosetta's objection, is set for July 12, 2006.

As reported in the Troubled Company Reporter on July 4, 2006,
Calpine Corporation filed, on June 29, 2006, a motion with the
U.S. Bankruptcy Court for the Southern District of New York, where
its bankruptcy proceeding is pending.  In the motion Calpine asks
the Court to assume certain oil and gas leases Calpine previously
agreed to sell to Rosetta Resources Inc., to the extent the leases
constitute "unexpired leases of non-residential real property" and
were not fully transferred to Rosetta as a result of Calpine's
filing for bankruptcy.

                       Rosetta's Objection

In its objection, Rosetta asserts that oil and gas leases
constitute interests in real property that are not subject to
"assumption" under the Bankruptcy Code.  While the court may
nonetheless desire to enter a precautionary order, Rosetta also
specifically requests the court eliminate from the order certain
federal offshore leases from the Calpine motion because these
properties were fully conveyed to Rosetta in July 2005, and the
Minerals Management Service has subsequently recognized Rosetta as
owner and operator of these properties.

Rosetta further requests in its objection that any order entered
by the Court be without prejudice to, and fully preserve Rosetta's
rights, claims and legal arguments regarding the characterization
and ultimate disposition of the remaining described oil and gas
properties.  Since July 7, 2005, Rosetta has continuously operated
all of the properties held under the oil and gas leases described
in the motion.

In its objection, Rosetta has also urged the court to require the
parties to promptly address and resolve any remaining issues under
the pre-bankruptcy definitive agreements with Calpine and has
proposed to the court that the parties seek arbitration (or at
least mediation) to complete:

   (i) Calpine's conveyance of the cured consent properties to
       Rosetta;

  (ii) Calpine's execution of documents and performing tasks
       required under "further assurances" provisions of the
       agreements with respect to certain of the oil and gas
       properties for which Rosetta has already paid Calpine;
       and

(iii) Resolving the final amounts, Rosetta is to pay Calpine,
       which Rosetta has concluded are approximately $80 million,
       consisting of roughly $68 million for the cured consent
       properties and $12 million in other true-up payment
       obligations.

                     About Rosetta Resources

Based in Houston, Texas, Rosetta Resources Inc. (NASDAQ: ROSE) --
http://www.rosettaresources.com/-- is an independent oil and gas
company engaged in acquisition, exploration, development and
production of oil and gas properties in North America.  The
Company's operations are concentrated in the Sacramento Basin of
California, South Texas, the Gulf of Mexico and the Rocky
Mountains. Rosetta is a Delaware corporation.

                       About Calpine Corp.

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


CALPINE CORP: Wants Court To Further Extend Lease Decision Period
-----------------------------------------------------------------
Calpine Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to further extend the
time within which they may assume or reject non-residential real
property leases until the confirmation date of each applicable
Debtor-Lessee's plan of reorganization.

As reported in the Troubled Company Reporter on April 12, 2006,
the Debtors sought an extension of 90 days to assume or reject
unexpired leases of nonresidential real properties.  The Court
extended the Debtors' lease decision period until July 10, 2006.

As of June 28, 2006, the Debtors filed six omnibus assumption
motions and have rejected nine office leases and three office
subleases.  However, the Debtors told the Court that due to the
complexity of their corporate structure and business operations,
they may be lessees under unidentified unexpired leases among
domestic Debtor and non-Debtor affiliates in the United States.

The Debtors explained that premature rejection of intercompany
leases may result in potential defaults under their financing
arrangements and may distract management from business planning
necessary to formulate a plan.

                       About Calpine Corp.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Dec. 19, 2005, the
Debtors listed $26,628,755,663 in total assets and $22,535,577,121
in total liabilities.  (Calpine Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Spokane Parishes Want Claim Objections Overruled
-----------------------------------------------------------------
Certain parishes in Spokane ask the U.S. Bankruptcy Court for the
Eastern District of Washington:

   (a) to overrule the Tort Litigants Committee's claim
       objections; and

   (b) for an opportunity to present formal briefing on the
       issues raised by the Objections, and for a hearing date.

As reported in the Troubled Company Reporter on June 27, 2006, the
Tort Litigants Committee objected to nine proofs of claim asserted
against the Diocese of Spokane as secured claims or claims based
on an equitable lien:

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

Each Parish has a contingent claim against the Diocese of Spokane
for improvements to real property owned, possessed, and used by
each Parish under the Code of Canon Law, Ford Elsaesser, Esq., at
Elsaesser Jarzabek Anderson Marks Elliott & McHugh, in Sandpoint,
Idaho, asserts.

In addition to Canon Law mandates, Mr. Elsaesser says there are
several legal remedies under Washington state civil law, which
establish each Parish's equitable interest in real property
located within Washington, including:

   * trust arguments,
   * breach of fiduciary duty,
   * right to reimbursement,
   * unjust enrichment, and
   * constructive fraud.

Each claim, Mr. Elsaesser contends, gives rise to the ability to
seek the remedy of an equitable lien based on restitution concepts
and theories of unjust enrichment, but only after the harm has
occurred.  Mr. Elsaesser explains that the anticipated "harm,"
which prompted the filing of contingent claims by the Parishes,
was the prospect of loss of millions of dollars in improvements to
real properties as a consequence of the Court's property of the
estate ruling on August 28, 2005.

That "harm" has not yet been realized, Mr. Elsaesser tells the
Bankruptcy Court.  There is a possibility that it might never be
realized, if the Bankruptcy Court ultimately determines that the
real properties in question cannot be considered assets of the
bankruptcy estate, based on the trust relationship between the
Diocese and each Parish.

Until the time as a final decision has been entered, "harm" will
not yet have been suffered, and the statute of limitations will
not yet have begun to run, Mr. Elsaesser points out.

The Diocese of Spokane and the Parishes share the position that a
trust exists, with Spokane acting as a trustee.  Mr. Elsaesser
notes that District Court Judge Quackenbush in a ruling in the
District Court case CV-05-00274-JLQ, on June 15, 2006, held that a
resulting trust can exist, with the Parishes as beneficiaries and
the Diocese, or Bishop, as trustee.  Hence, the Diocese, as
trustee, owes fiduciary duties to the Parishes as beneficiaries.

Mr. Elsaesser also contends that Spokane's bankruptcy filing
constitutes a breach of a fiduciary duty, if, by filing the
Diocese, as trustee, took an unjustified risk with the property to
which the Parishes hold the beneficial interest, and this risk was
in furtherance of the Diocese's interest, not each Parish.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 63; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CG MULTIFAMILY: Has Until July 12 to File Schedules and Statement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
gave CG Multifamily-New Orleans, L.P., until July 12, 2006, to
file its schedules of assets and liabilities and statement of
financial affairs.

The Debtor tells the Court that due to the complexity of its
operations as well as its limited manpower, it will be unable to
file its schedules and statement within the time required by the
Federal Rule of Bankruptcy Procedure 1007(c).

Additionally, the Debtor states that pressing budgetary and cash
collateral issues need to be dealt with on an expedited basis,
thus constraining its ability to complete the schedules and
statement on time.

Headquartered in Charleston, South Carolina, CG Multifamily-New
Orleans, L.P. owns the Saulet Apartments in New Orleans,
Louisiana.  The company filed for chapter 11 protection on
June 12, 2006 (Bankr. E.D. La. Case No. 06-10533).  John M.
Landis, Esq. and Michael Q. Walshe, Jr., Esq., at Stone Pigman
Walther Wittman, LLC, represents the Debtors 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 between $50 million and $100 million.


CHATTEM INC: Commences Sr. Sub. Note Holder Consent Solicitation
----------------------------------------------------------------
Chattem, Inc., has commenced the solicitation of consents from the
holders of its $107.5 million 7% Senior Subordinated Notes due
2014 for an amendment to the related indenture to increase the
Company's capacity to make restricted payments by an additional
$85 million, including payments for the repurchase of the
Company's common stock.  The record date for the solicitation is
June 23, 2006.

The consent solicitation is conditioned on the receipt of consents
from holders of at least a majority in aggregate principal amount
of the notes, and other customary conditions.  The consent
solicitation will expire at 5:00 p.m., Eastern Time, on July 14,
2006, unless extended.  The Company is offering to pay all holders
of notes on the record date that consent on or prior to the
Expiration Time a fee of $15.00 per $1,000 in principal amount of
such holders' notes, payable in cash.  The Solicitation Agent is
Wachovia Securities.

In connection with the consent solicitation, the Company's Board
of Directors has authorized the repurchase of up to an additional
$100 million of the Company's common stock, under the terms of the
Company's existing stock repurchase program.

Under the program, the Company may, from time to time, purchase
shares of its common stock based on a number of factors, including
market conditions, the market price of the common stock, anti-
dilutive effect on earnings, available cash and other factors as
the Company deems appropriate, subject to the limitations under
the indenture, the Company's credit agreement and applicable
regulatory requirements.  Beginning March 1, 2006 until June 26,
2006, the Company repurchased 524,500 shares of its common stock
at an average cost of $ 33.08 per share, or $17.3 million in the
aggregate.

Chattem expects that any costs and expenses incurred to obtain the
consents in the consent solicitation will be amortized over the
remaining maturity of its Senior Subordinated Notes.

Questions from note holders regarding the consent solicitation may
be directed to:

      Wachovia Securities, Liability Management Group
      Phone: (704) 715-8341
      Toll-Free: (866) 309-6316.

Global Bondholder Services Corporation is serving as Information
Agent in connection with the consent solicitation.  Requests from
note holders for assistance in delivering consents or for
additional copies of the Consent Solicitation Statement should be
directed to the Information Agent at:

     Global Bondholder Services Corporation,
     65 Broadway, Suite 723,
     New York City 10006
     Phone: (212) 430-3774

                          About Chattem

Headquartered in Chattanooga, Tennessee, Chattem Inc.,
(NASDAQ: CHTT) - http://www.chattem.com/-- manufactures and
markets a variety of branded consumer products, including over-
the-counter healthcare products and toiletries and skin care
products.  The Company's products include Gold Bond medicated
powder, Icy Hot topical analgesic, Dexatrim appetite suppressant,
and Bullfrog sunblock.

                         *     *     *

As reported in the Troubled Company Reporter on July 3, 2006,
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.


CINRAM INT'L: Isidore Philosophem Steps Down as CEO
---------------------------------------------------
Isidore Philosophe, Cinram International Income Fund's founder and
Chief Executive Officer, has tendered his resignation as CEO of
the Company and as a member of the Board of Directors, effective
June 30, 2006.

In his letter to the Board, Mr. Philosophe said, "After 50 years
of hard work and dedication, I have decided, at age 68, that it is
time for me to step down and devote more time to my family.  I am
extremely proud of what we have accomplished at Cinram and have
very mixed feelings about my decision, but I know that I am
leaving the company on a very solid footing for future growth,
with a dynamic team of managers and employees.  I wish to offer my
special thanks to our customers, investors, directors and
especially our employees, for their loyalty and support during the
years."

The Board of Directors of Cinram accepted Mr. Philosophe's
resignation and has appointed David Rubenstein, currently
President and Chief Operating Officer, as its Chief Executive
Officer, effective July 1, 2006.

                           About Cinram

Cinram International Inc. (TSX: CRW.UN) - http://www.cinram.com/
-- an indirect wholly owned subsidiary Cinram International Income
Fund, provides pre-recorded multimedia products and related
logistics services.  With facilities in North America and Europe,
Cinram International Inc. manufactures and distributes pre-
recorded DVDs, VHS video cassettes, audio CDs, audio cassettes and
CD-ROMs for motion picture studios, music labels, publishers and
computer software companies around the world.

                            *   *   *

As reported in the Troubled Company Reporter on May 11, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on prerecorded multimedia manufacturer Cinram International
Inc. to 'BB-' from 'BB' following the company's announcement that
it had successfully converted into an income trust.  The ratings
were removed from CreditWatch with negative implications, where
they were placed March 3, 2006.

As reported in the Troubled Company Reporter on April 13, 2006,
Moody's Investors Service downgraded Cinram International Inc.'s
Corporate Family Rating and existing Senior Secured debt ratings
to B1 from Ba3 and assigned provisional ratings of (P) B1 to the
company's proposed Senior Secured bank facilities.  The outlook is
stable.  The downgrade reflected the company's plans to
recapitalize itself as an income trust, which will result in
essentially all of Cinram's future free cash flow being paid out
to shareholders without any upfront reduction in leverage.


COMMUNICATIONS CORP: Has Until July 20 To File Schedules
--------------------------------------------------------
The Honorable Gerald H. Schiff of the U.S. Bankruptcy Court for
the Western District of Louisiana extended, until July 20, 2007,
the deadline within which Communications Corporation of America,
White Knight Holdings, Inc., and their respective debtor-
affiliates, may file their schedules of assets and liabilities and
statement of financial affairs.

The Debtors tell the Court that due to the complexity and
diversity of their operations and their limited manpower, they
anticipate that they will be unable to complete their Schedules
and Statements within the period required under Bankruptcy Rule
1007(c).

The Debtors contend that to prepare their required Schedules and
Statements, they have to compile information from books, records,
and documents relating to a multitude of transactions.  The
collection of the necessary information will require heavy
expenditure of time and effort on their part and their employees,
the Debtor explained.

                       About White Knight

Headquartered in Lafayette, Louisiana, White Knight Holdings,
Inc., is a media, television and broadcasting company.

White Knight entered into commercial inventory agreements, joint
sales agreements, and shared services agreements with
Communications Corporation of America.  However, both entities are
independent companies and are not affiliates of each other.  Along
with Communications Corp., White Knight operates around 23 TV
stations.

White Knight and five of its affiliates filed for chapter 11
protection on June 7, 2006 (Bankr. W.D. La. Case Nos. 06-50422
through 06-50427).  R. Patrick Vance, Esq., and Matthew T. Brown,
Esq., at Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
LLP, represents White Knight and its debtor-affiliates in their
restructuring efforts.  White Knight and its debtor-affiliates'
chapter 11 cases are jointly administered under Communication
Corporation of America's chapter 11 case.

When the Debtors filed for protection from their creditor, they
estimated less than $50,000 in assets and estimated debts between
$100,000 and $500,000.

             About Communications Corp. of America

Headquartered in Lafayette, Louisiana, Communications Corporation
of America, is a media and broadcasting company.  Along with media
company White Knight Holdings, Inc., it owns and operates around
23 TV stations in Indiana, Texas and Louisiana.  Communications
Corporation and 10 of its affiliates filed for bankruptcy
protection on June 7, 2006 (Bankr. W.D. La. Case Nos. 06-50410
through 06-50421).  Douglas S. Draper, Esq., William H. Patrick
III, Esq., and Tristan Manthey, Esq., at Heller, Draper, Hayden,
Patrick & Horn, LLC, represents Communications Corporation and its
debtor-affiliates.  When Communications Corporation and its
debtor-affiliates filed for protection from their creditors, they
estimated assets and debts of more than $100 million.


COMMUNICATIONS CORP: Hires Fletcher Heald as Special Counsel
------------------------------------------------------------
Communications Corporation of America and its debtor affiliates
obtained authority from the U.S. Bankruptcy Court for the Western
District of Louisiana to employ Fletcher, Heald & Hildreth,
P.L.C., as their special counsel.

Fletcher Heald is expected to:

    a. advise and represent the Debtors with respect to all
       aspects of matters before the Federal Communications
       Commission, including but not limited to the filing of all
       required applications and reports;

    b. advise and represent the Debtors with respect to related
       matters as they arise at the Debtors' request; and

    c. assist the Debtors' bankruptcy counsel from time to time.

Vincent J. Curtis, Esq., a member at Fletcher Heald, tells the
Court that he will bill $350 per hour for this engagement.  Mr.
Curtis discloses that Anne Crump, Esq., a Senior Counsel, bills
$275 per hour and Alicia Staples, a paralegal, bills $160 per
hour.

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

            About Communications Corp. of America

Headquartered in Lafayette, Louisiana, Communications Corporation
of America, is a media and broadcasting company.  Along with media
company White Knight Holdings, Inc., it owns and operates around
23 TV stations in Indiana, Texas and Louisiana.  Communications
Corporation and 10 of its affiliates filed for bankruptcy
protection on June 7, 2006 (Bankr. W.D. La. Case Nos. 06-50410
through 06-50421).  Douglas S. Draper, Esq., William H. Patrick
III, Esq., and Tristan Manthey, Esq., at Heller, Draper, Hayden,
Patrick & Horn, LLC, represents Communications Corporation and its
debtor-affiliates.  When Communications Corporation and its
debtor-affiliates filed for protection from their creditors, they
estimated assets and debts of more than $100 million.

White Knight Holdings, Inc., and five of its affiliates filed for
chapter 11 protection on June 7, 2006 (Bankr. W.D. La. Case Nos.
06-50422 through 06-50427) and their chapter 11 cases are jointly
administered under Communication Corp.'s proceedings.  R. Patrick
Vance, Esq., and Matthew T. Brown, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, LLP, represents White
Knight and its debtor-affiliates in their restructuring efforts.


COMMUNICATIONS CORP: White Knight Hires Pillsbury as Counsel
------------------------------------------------------------
White Knight Holdings, Inc., and its debtor affiliates obtained
authority from the U.S. Bankruptcy Court for the Western District
of Louisiana to employ Pillsbury Winthrop Shaw Pittman, LLP, as
their special counsel.

Pillsbury Winthrop is expected to:

    a. advise and represent the Debtors with respect to all
       aspects of matters before the Federal Communications
       Commission, including but not limited to the filing of all
       required applications and reports;

    b. advise and represent the Debtors with respect to related
       matters as they arise at the Debtors' request; and

    c. assist the Debtors' bankruptcy counsel from time to time.

Kathryn Schmeltzer, Esq., a partner at Pillsbury Winthrop, tells
the Court that she will bill $475 per hour for this engagement.
Ms. Schmeltzer discloses that other professionals of the firm who
will render services bill:

      Professional            Designation       Hourly Rate
      ------------            -----------       -----------
      Miles Mason, Esq.       Partner              $450
      Paul Cicelski, Esq.     Senior Associate     $385
      Kimberly Lacey, Esq.    Associate            $300

Ms. Schmeltzer assures the Court that neither she nor her firm
represent any interest adverse to the Debtors or their estates.

                       About White Knight

Headquartered in Lafayette, Louisiana, White Knight Holdings,
Inc., is a media, television and broadcasting company.

White Knight entered into commercial inventory agreements, joint
sales agreements, and shared services agreements with
Communications Corporation of America.  However, both entities are
independent companies and are not affiliates of each other.  Along
with Communications Corp., White Knight operates around 23 TV
stations.

White Knight and five of its affiliates filed for chapter 11
protection on June 7, 2006 (Bankr. W.D. La. Case Nos. 06-50422
through 06-50427).  R. Patrick Vance, Esq., and Matthew T. Brown,
Esq., at Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
LLP, represents White Knight and its debtor-affiliates in their
restructuring efforts.  White Knight and its debtor-affiliates'
chapter 11 cases are jointly administered under Communication
Corporation of America's chapter 11 case.

When the Debtors filed for protection from their creditor, they
estimated less than $50,000 in assets and estimated debts between
$100,000 and $500,000.

             About Communications Corp. of America

Headquartered in Lafayette, Louisiana, Communications Corporation
of America, is a media and broadcasting company.  Along with media
company White Knight Holdings, Inc., it owns and operates around
23 TV stations in Indiana, Texas and Louisiana.  Communications
Corporation and 10 of its affiliates filed for bankruptcy
protection on June 7, 2006 (Bankr. W.D. La. Case Nos. 06-50410
through 06-50421).  Douglas S. Draper, Esq., William H. Patrick
III, Esq., and Tristan Manthey, Esq., at Heller, Draper, Hayden,
Patrick & Horn, LLC, represents Communications Corporation and its
debtor-affiliates.  When Communications Corporation and its
debtor-affiliates filed for protection from their creditors, they
estimated assets and debts of more than $100 million.


CONTINENTAL GROUP: Moody's Rates Proposed $160 Million Loan at B3
-----------------------------------------------------------------
Moody's assigned first-time ratings to The Continental Group.
With a stable outlook, Moody's assigned a B3 Corporate Family
Rating to Continental and a B3 rating to its proposed
$160 million senior secured bank credit facilities, comprised
of a five-year $30 million revolving credit facility and a five-
year $130 million Term Loan B.  With $90 million in equity from
EdgeStone Capital Partners Inc., the financings will be used to
fund a special dividend of $175 million to Continental's current
shareholders, repay $35 million of existing debt, and to pay
transaction fees and expenses.

The B3 ratings are restrained by Continental's small size and
limited diversification; its exposure to volatile steel prices;
the need to establish performance credentials as a highly
leveraged company operating in a fragmented, cyclical, and working
capital intensive business; its small base of fixed assets, with
tangible assets of $123 million not fully covering funded debt
levels; and initial pro forma negative tangible net worth.

While pro forma leverage as measured by debt-to-EBITDA is only
about 2.6 times as of June 30, 2006 and is expected to trend down
to closer to 2 times over the next year reflecting strong near-
term financial performance, Moody's believes that Continental's
balance sheet is highly leveraged due to the size of the payout to
current shareholders.  Moody's recognizes that the potential for
further dividends is mitigated by restrictive terms in the bank
credit facilities.

The B3 ratings are supported by Continental's long operating
history; its market position and established long-term customer
and supplier relationships; its focus on value-added products and
services as opposed to commodity-based products, which have
supported relatively good margins and returns; and a supportive
near-term environment for oilfield service activity.

The stable rating outlook reflects expected continued strength in
Continental's financial performance over the near-term as a result
of favorable industry conditions.  Building up tangible assets to
a level that sufficiently covers funded debt through a combination
of debt reduction and retained earnings could be positive for the
ratings.

The bank credit facilities are not notched above the Corporate
Family Rating because secured debt represents the only debt in the
company's capital structure.  The facilities are secured by
perfected liens on all the assets of the company, including all
current and future direct subsidiaries, a pledge of stock of
domestic and foreign subsidiaries.  The term loan, which has
minimal amortization until maturity, is expected to have a cash
sweep mechanism that would require 50% of excess cash flow to be
applied toward debt reduction, and sets mandatory prepayments with
proceeds from capital markets financings and asset sales.
Financial covenants under the bank credit facilities are expected
to include a leverage ratio, interest coverage ratio, and fixed
charge coverage ratio.

The ratings on the bank credit facilities is subject to Moody's
review of final documentation.

The Continental Group is headquartered in Houston, Texas.


DAKOTA ARMS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Dakota Arms, Inc.
        dba Technology Media Ventures
        1310 Industry Road
        Sturgis, South Dakota 57785
        Tel: (605) 347-4686
        Fax: (605) 347-4459

Bankruptcy Case No.: 06-41315

Type of Business: The Debtor sells guns and firearms.
                  See http://www.dakotaarms.com/

Chapter 11 Petition Date: July 6, 2006

Court: District of Minnesota (Minneapolis)

Judge: Robert J. Kressel

Debtor's Counsel: Faye Knowles, Esq.
                  Fredrikson & Byron, P.A.
                  200 South Sixth Street, Suite 4000
                  Minneapolis, Minnesota 55402-1425
                  Tel: (612) 492-7054
                  Fax: (612) 492-7077

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
   ------                        ---------------   ------------
Technology Funding Venture 5     Advances              $222,167
462 St. Michaels Drive
Suite 1000
Santa Fe, NM 87505

Technology Funding Venture 4     Advances               $89,831
462 St. Michaels Drive
Suite 1000
Santa Fe, NM 87506

Publishers Press                 Printer                $81,342
P.O. Box 37500
Louisville, KY 40233

Technology Funding Partner 3     Advances               $71,642
460 St. Michael Drive, Suite 100
Santa Fe, NM 87505

Cecil Fredi Gunstocks            Wood                   $70,970
2017 Pinto Lane
Las Vegas, NV 89109

Elan                             Business Credit Card   $45,983

SIACE                            Custom Production      $41,921
                                 Shotguns

American Express Credit Card     Credit Card            $25,734

SCI Safari Magazine              SCI Show               $25,300

Advantage Machine & Tool         Supplies               $22,169

Sports Afield                    Advertising            $18,917

Power Plus Electric              Leasehold              $17,776
                                 Improvements

Beadsley Jensen                  Legal                  $16,869

Douglas Barrels                  Barrels                 $9,851

Dynamic Rigging                  Machinery               $8,495

Three Sigma                      Inventory               $8,268

Concept Machine                  Supplies                $7,799

Producticty Inc.                 Services                $7,597

KT Connections                   Supplies                $7,139

Bullock & Associates             Legal                   $6,325


DANA CORP: Assumes Full Ownership of Mexican Biz for $19.5 Mil.
---------------------------------------------------------------
Dana Corporation and Desc S.A. de C.V. completed the dissolution
of their Mexican joint venture.  The closing of this transaction
provides Dana with full ownership of several core operations based
in Mexico, which will operate under Dana Holdings Mexico, S. de
R.L. de C.V., a new Dana subsidiary.

Dana and Desc dissolved their joint venture, Spicer S.A. de C.V.,
with Dana assuming 100% ownership of operations that manufacture
and assemble axles, driveshafts, gears, forgings, and castings in
which Dana previously held an indirect 49% interest.  Desc, in
turn, assumed full ownership of the transmission and aftermarket
gasket operations in which it previously held a 51% interest.
Along with exchanging its minority interest in the joint venture,
Dana also made cash payment of $19.5 million to Desc.

"Taking full ownership of these core operations further solidifies
our competitive profile," said Dana Chairman and CEO Mike Burns.
"In particular, Dana expects to benefit from the addition of
technologically advanced operations supporting our core axle and
driveshaft businesses, as well as the manufacturing cost
efficiencies that come with expanding our global presence in this
key competitive location."

With the completed transaction, Dana has acquired full ownership
of five manufacturing operations, which had combined sales -- both
to Dana and to third parties -- of $296 million in 2005.

The facilities, Autometales, S.A. de C.V.; and Ejes Tractivos,
S.A. de C.V. in Mexico City, and Cardanes, S.A. de C.V.; Engranes
Conicos, S.A. de C.V.; and Forjas Spicer, S.A. de C.V. in
Queretaro, produce light vehicle axle and driveshafts and a
variety of related components.

As part of the transaction, Desc assumed full ownership of
Transmisiones y Equipos Mecanicos, S.A. de C.V. and Transmisiones
TSP, S.A. de C.V. transmissions, located in Queretaro, Mexico;
Transmission Technologies Corporation with operations in
Knoxville, Tennessee; and the T.F. Victor, S.A. de C.V.
aftermarket gasket operation in Mexico City.  Dana will sell
aftermarket gaskets in Mexico through T.F. Victor and original
equipment gaskets directly to engine and vehicle manufacturers.

                     About Dana Corporation

Headquartered in Toledo, Ohio, Dana Corporation (OTC Bulletin
Board: DCNAQ) -- 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.  The Debtors' consolidated balance sheet at March 31,
2006, showed a $456,000,000 total shareholder' equity
resulting from total assets of $7.788 billion and total
liabilities of $7.332 billion.  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.


DIAMOND TRIUMPH: Moody's Junks Rating on $60 Million Sr. Notes
--------------------------------------------------------------
Moody's Investors Service lowered the ratings of Diamond Triumph
Auto Glass, Inc. -- Corporate Family, to Caa1 from B3, senior
unsecured notes to Caa2 from Caa1.  The rating action reflects
Moody's expectation that the company's credit profile will remain
under pressure due to lower pricing and lower insurance
reimbursement rates, and increasing operational costs.

In conjunction with Diamond's high financial leverage, the rating
and negative outlook anticipate deteriorating credit metrics,
including modest interest coverage, weakened free cash flow, and
the potential for tightened liquidity given the weakening
operating metrics.  Moody's also stated that its ratings for
Diamond will subsequently be withdrawn due to the lack of adequate
financial information upon which to maintain a rating opinion.

These ratings were lowered:

   * Corporate Family rating to Caa1 from B3

   * Diamond's $60 million of remaining 9.25% senior unsecured
     notes due April 2008, to Caa2 from Caa1;

The rating downgrade reflects the high degree of excess capacity
within the automotive glass replacement and repair industry, which
has resulted in a significant degree of price compression and
discounting.  Further restricting sales growth has been the past
winter's mild weather conditions.  Diamond's revenue is expected
to continue to be under pressure in the near term.  Based on this
current weakening earnings environment, Moody's believes that the
above factors will lead to worsening credit metrics, lower free
cash flow, and lower liquidity.

Diamond is currently under investigation for certain of its
practices and has not yet delivered its audited fiscal 2005
financial statements.  The company has indicated that it is
cooperating with the investigation, but the ultimate cost of
resolving all aspects of this investigation are uncertain.

Diamond's Caa1 Corporate Family rating is consistent with
characteristics which are incorporated into Moody's automotive
supplier methodology.  The company's financial ratios generally
point to Caa metrics including leverage, interest coverage, and
free cash flow generation.  Further limiting Diamond's ratings are
its small relative revenue base, focus on one core segment,
regional focus within the U.S., and, as of the company's last
public filing, its large amount of debt maturities due within one
year.

Moody's also stated that on Oct. 11, 2005 the company announced
that it received requisite consents from holders of its senior
notes which eliminated the requirement to file annual, quarterly
and current reports with the Securities and Exchange Commission.
While certain financial information has been available since that
filing, Moody's believes that it lacks sufficient financial
information to maintain a rating going forward.  Consistent with
Moody's policies, the ratings will be withdrawn.

Diamond Triumph Auto Glass, headquartered in Kingston,
Pennsylvania, is a provider of automotive glass replacement and
repair services.  The company operates a network of approximately
240 automotive glass service centers, 1,000 mobile installation
vehicles and three distribution centers in 43 states.  Diamond
believes it has one of the lowest cost structures in the industry
due to its focus on automotive glass replacement and repair.
Annual revenues approximate $218 million.


DOORTOWN MANUFACTURING: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Doortown Manufacturing, LLC
        2200 Lauder Road
        Houston, Texas 77039

Bankruptcy Case No.: 06-33118

Type of Business: The Debtor manufactures various pre-hung doors
                  for residential and office use.

Chapter 11 Petition Date: July 6, 2006

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: James Patrick Brady, Esq.
                  11550 Fuqua, Suite 340
                  Houston, Texas 77034
                  Tel: (281) 484-9300
                  Fax: (281) 484-9360

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Taylor Door                              $45,128
P.O. Box 643467
Pittsburgh, PA 15267

Sundt Construction                       $31,100
2072 San Antonio Lane
Andres AFB, MD 20762

DW Distribution                          $24,903
P.O. Box 671449
Dallas, TX 75267-1449

Southwest Moulding                       $21,554
P.O. Box 650013
Dallas, TX 75265-0013

Steves & Sons                            $17,730
P.O. Box 910753
Dallas, TX 75391

Bill Roberts                             $15,258

Woodgrain Distribution                   $11,413

Tellepsen Corporation                    $10,682

Custom Forest Products                   $10,279

Ledco, Inc.                               $7,723

Western Reflections                       $6,942

Tucker Millworks                          $6,387

Framer Saver                              $5,227

Holm Industries, Inc.                     $4,626

Camp Roofing, Ltd.                        $4,296

Flacon Door & Window                      $3,779

Donnie Jarreau Construction               $3,558

Pro-Source Builders Supply                $3,015

CDC Publishing                            $2,700

General Electric Capital                  $2,351


E K SAMPLER: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: E K Sampler LLC
        28 Main Street
        Ocean Grove, New Jersey 07756

Bankruptcy Case No.: 06-16130

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                    Case No.
      ------                    --------
      Chopin Etude, Ltd.        06-16129

Chapter 11 Petition Date: July 7, 2006

Court: District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver LLC
                  25 Abe Voorhees Drive
                  Manasquan, New Jersey 08736
                  Tel: (732) 223-8484

                         Estimated Assets   Estimated Debts
                         ----------------   ---------------
   E K Sampler LLC       $1 Million to      $1 Million to
                         $10 Million        $10 Million

   Chopin Etude, Ltd.    $100,000 to        $500,000 to
                         $500,000           $1 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
Michele Cetera Architect                                   $5,650
234 Detroit Avenue
Staten Island, NY 10312-3509
Tel: (718) 756-7103

Allied Interstate                 Trade Debt               $4,415
P.O. Box 361594
Columbus, OH 43236-1594
Tel: (972) 934-8448

Parmalat Welsh Farms Inc.                                  $2,920
(no address provided)
Susan Zavathere
Tel: (732) 922-2340

Jersey Central Power & Light                               $1,899
P.O. Box 3687
Akron, OH 44309-3687
Tel: (800) 962-0383

Town and Country Bakery                                    $1,769
732 Atlantic City Boulevard
Beachwood, NJ 08722-4049

Caine & Weiner                                             $1,342

N.J. Natural Gas                                           $1,191

Sysco Food Services                                          $897

AT&T                              Bank Loan                  $877

Mark Gannon Plumbing                                         $839

Sprint                                                       $567

The Times                                                    $477

N.J. America Water Co.                                       $324

Indian Harvest                                               $320

Western Pest Services                                        $240

U.S. Foodservice                                             $141

Asbury Syrup                                                 $132

All Seasons Service Farrells                                  $78

Roth Specialty Food Corp.                                     $94


ENRON CORP: Merrill Lynch Agrees to Pay $29.5 Million Settlement
----------------------------------------------------------------
Enron Corp. reached an agreement with Merrill Lynch & Co., Inc.
and affiliated entities to settle MegaClaims litigation in the
Enron bankruptcy case.

According to the terms of the agreement, Merrill Lynch will pay
Enron $29.5 million.  The settlement further provides that
approximately $73.7 million in claims against the Enron Estate
will be subordinated and receive no distribution from the Enron
Estate and approximately $10 million in transferred claims will be
allowed.  The settlement reflects that Merrill Lynch was involved
in fewer transactions with Enron than certain of the other
MegaClaim defendants.  Merrill Lynch did not admit liability or
wrongdoing and both parties agreed to settle the litigation to
avoid the costs and uncertainties of further proceedings.

"This settlement is a further proactive step in our efforts to
settle the Enron Estate," John J. Ray III, Enron's President and
Board Chairman, said.  "We are gratified with the progress we have
made to bring the MegaClaims litigation with Merrill Lynch to a
close and remain optimistic that the remaining financial
institutions will put their Enron issues to rest."

Remaining MegaClaim cases include Citigroup Inc., Deutsche Bank
AG, Barclays PLC, and Fleet National Bank.

The settlement remains subject to the execution of a definitive
agreement and the approval of the United States Bankruptcy Court
for the Southern District of New York.

Enron is represented in this matter by Susman Godfrey LLP; Togut,
Segal & Segal; and Venable LLP.

                        About Enron Corp.

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.


ENTERGY NEW ORLEANS: City Council Wants to Quash Deposition
-----------------------------------------------------------
The Council of the City of New Orleans asks the U.S. Bankruptcy
Court for the Eastern District of Louisiana to:

   (1) quash the deposition notice and order that the deposition
       not take place; or in the alternative

   (2) enter a protective order directing the Plaintiffs'
       counsel, Steffes Vingiello, under the penalty of the
       Court's contempt, not to inquire during their deposition
       into any communication or information that is privileged
       under:

        -- the Council's legislative privilege,
        -- the deliberative-process privilege,
        -- the attorney-client privilege, and
        -- the work-product doctrine.

The Reverend C.S. Gordon, Jr., et al., and Thomas P. Lowenburg, et
al., had served the City Council with a notice seeking its
deposition in connection with the Council's opposition to the
certification of their proofs and adversary proceeding as a class
action.

The Plaintiffs assert that they are representatives of a class of
all New Orleans ratepayers who are customers of Entergy New
Orleans Inc., and who were unlawfully and wrongfully overcharged
for electric services by the Debtor.  Various parties, including
the City Council, have opposed the Plaintiffs' request for class-
action certification in regard to their claims.

In anticipation of the hearing on the Plaintiffs' request, the
Court has permitted the taking of appropriate discovery.

On June 2, 2006, the Plaintiffs served the City Council with the
notice scheduling a deposition under Rule 30(b)(6) of the Federal
Rules of Civil Procedure of the Council to be held at the office
of the Plaintiffs' counsel, Steffes, Vingiello & McKenzie, LLC.

The Claimants identified five areas on which they seek discovery
from the City Council:

   (1) the Council's opposition and objections to the
       certification of classes;

   (2) the factual grounds for the Council's assertion that
       ratepayers of ENOI do not meet the requirements for class
       certification;

   (3) the factual grounds for any assertion by the Council that
       it adequately represents the interests of ENOI's
       ratepayers;

   (4) the factual grounds for the Council's assertion that it
       has standing to oppose the certification; and

   (5) any and all actions claimed to have been undertaken or
       planned to be undertaken by the Council to protect and
       promote the interests of ENOI's ratepayers in its
       bankruptcy proceeding.

In 1999, the Gordon Plaintiffs filed cases with the City Council,
which is ENOI's regulator.  The Gordon Plaintiffs challenged under
ratemaking principles, the legality of ENOI's recouping of certain
costs through its fuel-adjustment clause as opposed to its base
rates.  In 2004, the Council issued a resolution ordering ENOI to
refund ratepayers for $11,310,072, which was paid by ENOI prior to
the commencement of its Chapter 11 case.

The Council refused to award any refunds and on appeal, the Civil
Court affirmed the Council's judgment.  The case, through which
the Gordon Plaintiffs seek an additional $57,500,000 in refunds,
and which was allowed to proceed pursuant to the Bankruptcy
Court's order and the agreement of all the parties, is pending
before the Louisiana Fourth Circuit Court of Appeal where briefs
are still being filed.

In 2000, the Lowenburg Plaintiffs filed a petition before the
City Council challenging the legality of awarding ENOI rates of
return above a 7-1/2% rate to which the Plaintiffs allege ENOI is
limited under a 1922 ordinance.  The Lowenburg Plaintiffs sought
refunds from ENOI of up to $823,000,000.  The Council issued a
resolution and order denying the claims on April 20, 2006.

Pursuant to the Bankruptcy Court's order and the agreement of
certain parties-in-interest, the Lowenburg case has been permitted
to proceed on appeal in the state courts.

Representing the City Council, Gayle P. Ehrlich, Esq., at
Sullivan & Worcester LLP, in Boston, Massachusetts, argues that
the Plaintiffs are not entitled to depose the Council because it
has exclusive jurisdiction over the regulation of the Debtor and
the sole authority to represent the interests of the New Orleans
ratepayers.  She asserts taht the jurisdiction of the Bankruptcy
Court does not stretch to allow for review of the acts of the
Council, making the notice of Entergy New Orleans Inc.
unenforceable and null and void.

Ms. Ehrlich adds that the City Council has legislative immunity as
provided for in the Louisiana State Constitution, which covers not
only actual state legislators and Council members, but also their
assistants and other representatives, as long as these those
individuals exercise discretionary functions that fall within the
legitimate sphere of legislative-related activities.  The
Council's undeniable legislative immunity includes immunity from
having to appear at a deposition or to respond to questions,
directly or through representatives, concerning matters within the
Council's legitimate legislative authority.

Deposition of the Court is also inappropriate under the
deliberative-process privilege, which shields opinions,
recommendations and deliberations comprising part of a process by
which governmental decisions are formulated, Ms. Ehrlich asserts.
She maintains that, in seeking to depose the Council, the
Plaintiffs will undoubtedly ask questions that will touch upon
pre-decisional and deliberative communications that are otherwise
protected against disclosure by the deliberative-process
privilege.

The City Council is protected by the attorney-client privilege,
which is recognized in Louisiana and protects governmental bodies,
Ms. Ehrlich further argues.

Moreover, according to Ms. Ehrlich, the matters sought by the
Plaintiffs in deposing the Council is protected under the work-
product doctrine, which protects legal work done in anticipation
of litigation as well as the mental processes of an attorney in
his or her representation of the client.  The work-product
doctrine, which covers governmental entities, including the
Council and their lawyers, protects against the disclosure of
privileged information whether the request for the disclosure is
made to an attorney or directly to a client.

Furthermore, the request for deposition of the Council is part of
a harassment strategy by Plaintiffs because this is not the first
time they have sought to depose a representative of the Council,
Ms. Ehrlich relates.  She explains that in the Lowenburg case, the
Lowenburg Plaintiffs sought to depose certain attorneys, acting as
Council advisors, on the excuse that the Lowenburg Plaintiffs
needed to develop their factual basis for an unfounded conflict-
of-interest claim, a claim later rejected by the Council and over
which the Claimants later lost on appeal in each of the three
levels of the Louisiana-court system.

                      Plaintiffs Respond

The actions of the Council with regards to its opposition to the
certification of classes and the Gordon and Lowenburg proceedings
are administrative actions, which unlike legislative actions are
not subject to immunity or privilege, asserts William E. Steffes,
Esq., at Steffes, Vingiello & McKenzie, LLC, in Baton Rouge,
Louisiana.

The participation of the City Council in the status conference
regarding the Class Certification Motion and in the discovery was
specifically focused on the Claims, not general policy,
Mr. Steffes points out.

When the City Council filed its objection, it became a party-in-
interest in the Debtor's bankruptcy case, subject to both the
jurisdiction of the Bankruptcy Court and discovery, Mr. Steffes
argues.

Mr. Steffes also notes that, it has been recognized since the
earliest days of regulation that a regulatory body acts in
different capacities depending upon the nature of the specific
proceedings before it.  When a regulator sets the rates of a
utility on a prospective basis, it is acting in a legislative or
quasi-legislative capacity.  But when a petitioner seeks refunds
or reparation because the utility has violated the tariff
previously approved by the regulator, the regulator acts as an
adjudicator, takes evidence and acts as the arbiter between the
private parties.

The mere fact that the City Council sits as a legislative body
does not mean that all proceedings before it are legislative in
nature, Mr. Steffes asserts.

Mr. Steffes argues that the Gordon and Lowenburg proceedings were
adjudicative in nature.  He notes that in the proceedings, the
Plaintiffs did not seek the enactment of new laws, but sought
determination of ENOI's liability on present or past facts and
under existing laws.  To render a decision, the Council determined
adjudicative facts and was required to conduct evidentiary
hearings and take evidence.

Consequently, the Plaintiffs ask the Court to dismiss the City
Council's request to quash the Deposition Notice.

                     About Entergy New Orleans

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ENTERGY NEW ORLEANS: Seeks Summary Judgment on Plaintiffs' Claims
-----------------------------------------------------------------
Entergy New Orleans, Inc., Entergy Corporation, Entergy Services,
Inc., and System Fuels, Inc., ask the U.S. Bankruptcy Court for
the Eastern District of Louisiana to enter a summary judgment
denying class certification to the Gordon and Lowenburg Plaintiffs
and their proofs of claim, to the extent the claims are based upon
alleged claims of purported class members.

The Gordon Plaintiffs and Lowenburg Plaintiffs have filed Claim
Nos. 328 and 329 for $240,000,000 and $82,796,573 in connection
with their allegations against ENOI in the Civil District Court
for the Parish of New Orleans, Louisiana, and the Council for the
City of New Orleans.

The Gordon Plaintiffs -- The Reverend C. S. Gordon, Jr., on behalf
of New Zion Baptist Church; J. Michael Malec; Darryl Malek-Wiley;
Willie Webb, Jr.; and Maison St. Charles, L.L.C., d/b/a Quality
Inn Maison St. Charles -- filed two actions, one with the Council
of the City of New Orleans, and another in the Civil District
Court for the Parish of Orleans, against Entergy New Orleans,
Inc., and other Entergy entities.

The Lowenburg Plaintiffs -- Thomas P. Lowenburg, Martin Adamo,
Vern K. Baxter, Philip D. Carter, Bernard Gordon, Leonard Levine,
Ivory S. Madison, Donetta Dunn Miller, and Maison St. Charles,
L.L.C. d/b/a Quality Inn Maison St. Charles -- also filed a class
action against ENOI and the Council for the City of New Orleans,
seeking various remedies for ENOI's overcharges in base rates
billed to ratepayers since 1975 in violation of the allowable 2%
rate of return on rate base established in 1922 by the Commission
Council of the City of New Orleans.

As reported in the Troubled Company Repoter on May 5, 2006, the
Gordon and Lowenburg Plaintiffs jointly asked the Court to:

    (a) certify the classes of ENOI's customers who have claims
        for declaratory and injunctive relief, for restitution of
        ascertainable losses of money, including refund of
        overcharges, and damages as the result of payments of
        overcharges for electricity sold by, or electric service
        provided by, provided by ENOI; and

    (b) designate representatives of the classes, appoint
        counsel to represent the classes, and authorize
        appropriate notice to be provided to the class members.

Pursuant to Rule 23(a) of the Federal Rule of Civil Procedure,
putative class representatives are required to show that the class
is so numerous that joinder of all members is impracticable, that
there are questions of law or fact common to the class, that the
claims or defenses of the representative parties are typical of
the claims or defenses of the class and that the representative
parties will fairly protect the interests of the class.

Besides claiming that they satisfy the Rule 23(a) requirements for
certification, the Plaintiffs contend that their Claims should be
maintained as a class action under Rule 23(b)(3).

Under Rule 23(b)(3), the Plaintiffs must show that the questions
of law common to the members of the class predominate over any
questions affecting only individual members and that a class
action is superior to other available methods for the fair
adjudication of any controversy.

The Plaintiffs assert that they satisfy Rule 23(b)(3) because
thousands of claims based upon overcharging of the ratepayers are
unmanageable and the claims administration process for the class
members' claims can be handled in an efficient manner that is far
superior to any alternatives.

The Entergy Entities assert, however, that the Plaintiffs'
putative class claims can be resolved by an administrative body
with expertise over the claims or can be resolved through the
bankruptcy claims process.

The Entergy Entities argue that a class action is not superior to
other available methods for adjudicating the dispute as the claims
at issue can be resolved by a regulatory or administrative body.

The Gordon Plaintiffs' claims concern "the sale of electric energy
at wholesale in interstate commerce."  These claims are subject to
the U.S. Federal Energy Regulatory Commission's jurisdiction under
the Federal Power Act, 16 U.S.C. Section 791 et seq., asserts Nan
Roberts Eitel, Esq., at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, LLP, in Washington, D.C.

In addition, as the Louisiana Supreme Court has noted in State ex
rel. Guste V. Council of City of New Orleans, 309 So. 2d 290, 294
(La. 1975), the Council is "vested with the sole legal authority
to regulate the rates charged by companies furnishing utility
services in the City of New Orleans."  The Council's exclusive
jurisdiction over ENOI's retail rates and changes encompasses
regulation of the precise conduct that the Gordon Plaintiffs
complain about, Ms. Eitel contends.

Ms. Eitel also points out that the Gordon Plaintiffs do not have
valid anti-trust or other claims beyond the FERC and the Council's
exclusive jurisdiction.  She notes that the Gordon Plaintiffs have
not explained how they suffered any damages other than alleged
overcharges, and the nature or extend of any other "damages".

Because exclusive original jurisdiction over the Plaintiffs'
claims lie with the FERC and the City Council, the administrative
proceedings before the FERC and the Council are superior to a
class action to resolve the Gordon Plaintiffs' claims.

The Entergy Entities also assert that the exclusive jurisdiction
over the Lowenburg Plaintiffs' claims lies with the City Council.

Thus, regulatory proceedings before the City Council and
subsequent appeals that may be filed are superior to a class
action to resolve the Lowenburg Plaintiffs' claims, Ms. Eitel
argues.  She adds that a regulatory proceeding before the Council
is superior to a class action because it is the only party
authorized to pursue any claims of alleged overcharges on behalf
of ENOI customers.

Additionally, the Debtor's pending bankruptcy claims process is
superior to a class action in resolving the Plaintiffs' claims,
Ms. Eitel argues.  She says that, because bankruptcy procedural
rules are designed to handle large numbers of claims, the
bankruptcy court has complete control over the bankruptcy estate
and the mandatory joinder of all claims against a debtor.

                        *     *     *

The Court denies Gordon and Lowenburg Plaintiffs' request to
strike the Summary Judgment Motions as untimely.

The Plaintiffs argued that the Court's May 25, 2006 scheduling
order adopts the Court's "short-form pre-trial order" for matters
relating to the Plaintiffs' Class Certification Motion, which is
set for evidentiary hearing on July 31 and August 1, 2006.

The short-form pre-trial order requires that "all dispositive
motions [will] be filed and served in sufficient time to permit
hearing, and counsel will set the motion so as to be heard no
later than 30 days before the trial."  The Entergy Entities filed
their Summary Judgment Motions on June 22, 2006, and sought a
hearing on the Motions on July 12.

The Plaintiffs also argued that their counsel will be involved in
the final preparation for the trial on their Class Certification
Motion, not only in preparing the witnesses, but also preparing
the exhibits, trial memoranda and bench books.

The Entergy Parties responded that having a hearing on the
Summary Judgment Motions on July 12 is the most economical and
efficient way to proceed, and will not prejudice the Plaintiffs.
Ms. Eitel argued that the Motions, if granted, would obviate the
need for the trial on July 30 and August 1.

Judge Brown will convene a hearing on the Motions for Summary
Judgment on July 13, 2006, at 2 p.m.

The Plaintiffs are granted an extension to file their oppositions
to the Motions for Summary Judgment until noon today.

                     About Entergy New Orleans

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ELIZABETH ARDEN: Buys Brand Portfolio from Riviera Concepts
-----------------------------------------------------------
Elizabeth Arden, Inc. acquired the brand licenses and certain
assets of Riviera Concepts Inc.  The acquired brands include the
Badgley Mischka(R) fragrance, which is launching this fall in
prestige department and specialty stores in the U.S. and Canada,
the classic fragrances of Canadian designer Alfred Sung, including
SUNG Alfred Sung, SHI Alfred Sung and JEWEL Alfred Sung, the
HUMMER(TM) Fragrance for Men, under a licensing agreement with
General Motors Corporation, as well as the designer fragrance
brands of Nanette Lepore and Cynthia Rowley, British accessory
designer Lulu Guinness and American couturier Bob Mackie.

"We are pleased with the acquisition of these distinctive
fragrance brands," E. Scott Beattie, Chairman and Chief Executive
Office of Elizabeth Arden, Inc., commented.  "Each will contribute
to and complement our Elizabeth Arden fragrance portfolio.
Riviera Concepts has done an exemplary job of developing these
brands during their ownership; we will continue this momentum and
focus on building these brands on a more global basis through
increased support and distribution."

"It has been a pleasure to work with Elizabeth Arden on this
transaction," Adrian Ellis, President of Riviera, stated.  "They
offer a tremendous opportunity for these brands to grow.  Each
brand will benefit from their global infrastructure, sales,
marketing, and distribution capabilities."

Financial terms of the agreement were not disclosed.

                      About Elizabeth Arden

Elizabeth Arden (NASDAQ: RDEN) -- http://www.elizabetharden.com/
-- is a global prestige beauty products company.  The Company's
portfolio of brands includes the fragrance brands of Elizabeth
Arden: Red Door, Red Door Revealed, Elizabeth Arden 5th Avenue,
Elizabeth Arden after five, Elizabeth Arden green tea, and
Elizabeth Arden Provocative Woman; the fragrance brands of
Elizabeth Taylor: White Diamonds and Passion; the fragrances
brands of Britney Spears: curious, curious In Control and fantasy;
the Daytona 500 and GANT adventure men's fragrances; and the
fragrances White Shoulders, Geoffrey Beene's Grey Flannel, the
Halston brands, Halston and Halston Z-14, PS Fine Cologne for Men,
Design and Wings; the Elizabeth Arden skin care lines, including
Ceramide and Eight Hour Cream, PREVAGE(TM) anti-aging treatment
and the Elizabeth Arden color cosmetics line.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Standard & Poor's Ratings Services revised its outlook on prestige
beauty products company Elizabeth Arden, Inc., to positive from
stable.

At the same time, Standard & Poor's affirmed its ratings on the
company, including its 'B+' corporate credit rating.
Approximately $225 million of rated debt is affected by this
action.


ESCHELON TELECOM: Acquires Mountain Telecom For $40 Million Cash
----------------------------------------------------------------
Eschelon Telecom, Inc., signed a definitive agreement to acquire
Mountain Telecommunications, Inc. for approximately $40 million in
cash.  The transaction is expected to close in the fourth quarter
of 2006.

MTI, based in Tempe, Arizona, is Arizona's only locally owned and
operated telecommunications company.  MTI provides services in
Phoenix, Tucson and markets throughout the state of Arizona.

"This transaction combines the financial stability of Eschelon
with the strong presence of MTI throughout Arizona to enable the
company to continue providing the highest level of service to
their customers while maintaining competitive prices," stated
Richard A. Smith, President and Chief Executive Officer of
Eschelon Telecom, Inc.  "MTI fits our acquisition filters well as
it has focused on the medium and small business segment, is in one
of our existing states and is EBITDA and cash flow positive.
Those factors, combined with its significant presence in Arizona,
are what attracted us to MTI.  Before our acquisition of Oregon
Telecom, we established an objective of acquiring $100M of
competitive local exchange carrier revenue over a two to three-
year period.  With the acquisitions of Oregon Telecom and now MTI,
we have acquired over $42 million in revenue -- we continue to
make progress toward our goal," said Mr. Smith.

Jack Pleiter, President and CEO of Mountain Telecommunications,
Inc. stated, "We share many similarities with Eschelon, including
a mission to deliver superior products and service to our
customers.  That focus will not change once we are part of
Eschelon -- our customers will remain at the center of our
business.  The MTI team of Associates is proud of what we have
built and this transaction will be good for all of our
constituents."

The Company says that the completion of the transaction will
enhance its market leadership in the fast growing Phoenix market
and will expand its network footprint to Tucson and other high
growth markets throughout the state of Arizona.

                About Mountain Telecommunications

Headquartered in Tempe, Arizona, Mountain Telecommunications,
Inc., is a locally owned, facilities-based Competitive Local
Exchange Carrier serving business, government, and educational
organizations throughout the State of Arizona.

                   About Eschelon Telecom

Headquartered in Minneapolis, Minnesota Eschelon Telecom, Inc.
(NASDAQ: ESCH) -- http://www.eschelon.com/-- is a facilities-
based competitive communications services provider of voice and
data services and business telephone systems in 19 markets in the
western United States.  The company offers small and medium-sized
businesses a comprehensive line of telecommunications and Internet
products.  Eschelon currently employs 1,118 telecommunications and
Internet professionals, serves over 50,000 business customers and
has approximately 415,000 access lines in service throughout its
markets in Minnesota, Arizona, Utah, Washington, Oregon, Colorado,
Nevada and California.

                         *     *     *

As reported in the Troubled Company Reporter on March 27, 2006,
Standard & Poor's Rating Services assigned its 'B-' rating to
Eschelon Telecom's $46 million 8.375% senior second secured
notes due 2010.  The 'B-' corporate credit rating and stable
outlook on Eschelon were affirmed.


FEMONE INC: March 31 Balance Sheet Upside-Down by $2.3 Million
--------------------------------------------------------------
FemOne, Inc., reported consolidated net sales of $2,695,730 for
the quarter ended March 31, 2006, an increase of 54% from the
prior year.  Sales from the Company's BIOPRO Technology division
represented 86% of consolidated revenues for 2006.

The Company's gross profits in 2006 increased to $2,111,390, an
increase of 62% over gross profits of $1,306,320 in 2005.

Consolidated net loss from operations for the three months ended
March 31, 2006 increased to $539,811, less than 1% over $537,571
in 2005.

Consolidated net loss attributable to common stockholders for the
three months ended March 31, 2006 was $1,930,251 compared to net
loss of $1,288,246 a year ago.  Included in the consolidated net
loss attributable to common stockholders for the three months
ended March 31, 2006 are net non-cash expenses of approximately
$1.4 Million from the increase in the valuation of derivative
liabilities at March 31, 2006, partially offset by gains recorded
in the quarter.

Operating expenses for the three months ended March 31, 2006 were
$2,651,201 compared to $1,843,890 for the three months ended March
31, 2005.  The increase in operating expenses is due to increased
sales commission expense on increased sales, as well as increased
sales and marketing expenses due to efforts to promote BIOPRO
Technology and expand international operations.

Included in the Company's consolidated results for 2006 are
revenues and expenses from its three controlled subsidiaries:

    * BIOPRO Australasia Pty., Ltd, operating the Company's Direct
      Sales division in Australia and New Zealand;

    * BIOPRO Asia, Inc., operating the Company's Direct Sales
      division in the Philippines; and

    * SRA Marketing, Inc., its subsidiary for the Direct Response
      Shopping Network.

During the three months ended March 31, 2006, 9% of total revenues
came from BIOPRO Australia, 1% from BIOPRO Asia and 9% from SRA
Marketing.

At March 31, 2006, the Company's balance sheet showed $2,033,991
in total assets and $4,358,990 in total liabilities, resulting in
a stockholders' deficit of $2,324,999.  The Company's March 31
balance sheet also showed a working capital deficit with
$1,276,533 in total current assets and $4,303,493 in total current
liabilities.  The Company's March 31 balance sheet further
revealed an accumulated deficit of $10,392,211.

Commenting on the first quarter 2006 results, Ray W. Grimm,
FemOne's chief executive officer states: "We are very pleased with
having increased our revenues in the first quarter of 2006 by 54%
over the first quarter in 2005.  We are also showing our continued
momentum to grow revenues quarterly by increasing our revenues by
over 20% from the fourth quarter of 2005."  "Our consolidated net
loss, before the non-cash effects of the accounting treatment of
our convertible financings, is continuing to decrease and is
approximately 20% less than our net loss from operations for the
fourth quarter of 2005, proving our ability to not only grow our
sales, but reaching our goal of profitability in the near future."

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

             http://ResearchArchives.com/t/s?d10

                     Going Concern Doubt

Peterson & Co., LLP, expressed substantial doubt about FemOne's
ability to continue as a going concern after it audtied the
Company's financial statements for the year ended December 31,
2005.  The auditing firm pointed to the COmpany's recurring losses
from operations and working capital deficit.

                       About FemOne Inc

Based in Carlsbad, California, FemOne, Inc. (OTCBB: FEMO) --
http://www.femone.com/--  is a sales and marketing company with
distribution in the United States, Canada, Australia, New Zealand,
the Philippines and South Africa.


FIRST FIN'L: Balance Sheet Upside Down by $3 Million at March 31
----------------------------------------------------------------
First Financial Corp., reported a $753,732 net loss on $1,034,424
of revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $3,317,385
in total assets and $6,391,531 in total liabilities resulting in
$3,074,146 stockholders' deficit.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?d5f

                        Going Concern Doubt

Pattillo, Brown & Hill, L.L.P., in Albuquerque, New Mexico,
raised substantial doubt about First Financial's ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the year ended
Dec. 31, 2005.  The auditor pointed to the Company's losses
from its mortgage operations.

                       About First Financial

Headquartered in Terre Haute, Indiana, First Financial Corp.
-- http://www.first-online.com-- through its subsidiaries,
offers financial services in Indiana and Illinois.  The company's
lending portfolio comprises commercial, real estate  and mortgage
loans.  It also offers trust account and insurance services.


FOAMEX INTERNATIONAL: Expanded A&M Retention Gets Court's Nod
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Foamex International Inc. and its debtor-affiliates permission to
expand the scope of services provided by Alvarez & Marsal Business
Consulting LLC.

As reported in the Troubled Company Reporter on June 7, 2006, A&M,
in addition to the original services provided, will:

    (a) review and analyze a further revised business plan as well
        as analyze several operational alternatives with respect
        to the Debtors' carpet cushion business;

    (b) facilitate the resolution of time sensitive issues with
        respect to the Debtors' information technology system and
        structure on a more in-depth basis than contemplated in
        the original engagement letter; and

    (c) develop new initiatives that are central to the
        operational realization of the Debtors' revised business
        plan.

Aside from the reimbursement of all out-of-pocket expenses, the
Debtors will pay A&M:

     -- $125,000; and

     -- $75,000 per month to provide continued support with
        respect to the Debtors' information technology system, at
        the Debtors' option.

The total fees to be paid to A&M pursuant to the Amendment will
not exceed $350,000, Pauline K. Morgan, Esq., at Young, Conaway,
Stargatt & Taylor LLP, in Wilmington, Delaware, tells the Court.

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: Selling Hamblen Facility for $390,000
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Foamex International Inc. and its debtor-affiliates to sell 7.27
acres of real property and facility located in Hamblen County,
Tennessee, for $390,000, to Don Bunch.

As reported in the Troubled Company Reporter on May 9, 2006, the
Facility was formerly used as a manufacturing facility for the
Debtors' carpet cushion business segment.  In April 2005, the
Debtors ceased operations at the Facility.  Afterwards, the
Debtors utilized the Facility for miscellaneous storage but no
longer utilized it for any operational purpose.

According to Pauline K. Morgan, Esq., at Young Conaway Stargatt &
Taylor LLP, in Wilmington, Delaware, the Debtors do not anticipate
any future need of the Facility.

The Debtors initially believed that leasing the Facility to an
adjacent landowner or any other interested party may be a viable
business use.  However, after further investigation, it was
determined that no party was interested in leasing the Facility,
and the Facility's roof has fallen into disrepair.

Pursuant to a Sale Contract, Don Bunch will provide a $20,000
deposit, which will be credited to the purchase price upon the
closing of the sale.

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)


G+G RETAIL: Sells Remaining Assets to Max Rave for $300,000
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
allowed G+G Retail Inc. to sell certain personal property to Max
Rave, LLC, for $300,000.

Early this year, Max Rave, and Guggenheim Corporate Funding LLC,
won the auction of substantially all of the Debtor's assets for
$35 million.  GCF provided equity and loan commitments to Max Rave
to:

     * fund the purchase of the company,
     * provide fresh inventory for stores, and
     * provide operating working capital for operations.

The assets sold at the auction did not include the inventory of
network servers and related equipment and certain computer
software and software licenses that Max Rave wants to own.

Other key terms of the asset purchase agreement on the personal
property include:

   (a) the release and discharge of the Debtors from any further
       obligation to provide computer or information technology
       services to Max Rave under that Feb. 17, 2006, Transition
       Services Agreement;

   (b) reasonable access for the Debtor to records, information
       and certain personnel until the closing of the Debtor's
       bankruptcy sale; and

   (c) the Debtor to have the right to occupy and use certain
       areas at Max Rave's facility located at 8501 West Side,
       North Bergen, New Jersey.

Headquartered in New York, New York, G+G Retail Inc. retails
ladies wear and operates 566 stores in the United States and
Puerto Rico under the names Rave, Rave Girl and G+G.  The Debtor
filed for Chapter 11 protection on Jan. 25, 2006 (Bankr.
S.D.N.Y. Case No. 06-10152).  William P. Weintraub, Esq., Laura
Davis Jones, Esq., David M. Bertenthal, Esq., and Curtis A.
Hehn, Esq., at Pachulski, Stang, Ziehl, Young & Jones P.C.
represent the Debtor in its restructuring efforts.  Scott L.
Hazan, Esq.. at Otterbourg, Steindler, Houston & Rosen, P.C.,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it estimated
assets of more than $100 million and debts between $10 million to
$50 million.


GARRETT KAKER: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Garret Kaker
        aka Gary Kaker
        6510 Superior Avenue
        Kohler, Wisconsin 53044

Bankruptcy Case No.: 06-23607

Chapter 11 Petition Date: July 6, 2006

Court: Eastern District of Wisconsin (Milwaukee)

Judge: Pamela Pepper

Debtor's Counsel: Benjamin P. Payne, Esq.
                  Hanson & Payne, LLC
                  1841 North Prospect Avenue
                  Milwaukee, Wisconsin 53202
                  Tel: (414) 271-4550
                  Fax: (414) 271-7731

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Lorraine Debaey                  Personal Loan             $8,000
1705 Greenfield Avenue
Sheboygan, WI 53081

Professional Placement           Collection -              $2,124
316 North Milwaukee Street       Sheboygan County
Suite 4
Milwaukee, WI 53202

City of Sheboygan                Ordinance Violation       $2,124
828 Center Avenue
Sheboygan, WI 53081

Finance Sys                      Onyx Waste Services       $1,058
301 North Jackson Pob. 1595
Green Bay, WI 54305

Resource Management              Airgas North Central        $550
2211 East Clairemo Suite 1
Eau Claire, WI 54701

Larry's Hauling Inc.             Disputed Claim for          $500
                                 Unpaid Services

Account Receivables Service      Med102 Sheboygan            $364
                                 Clinic

Charter Communications           Goods & Services            $300

State Collection Service         Collection -                $419
                                 St. Nicholas Hospital

Fed Adj. Co.                     Med102 Ihc Street           $180
                                 Nicholas Emerg. Phys.

Encore Recievable Mana           Collection Sbc              $143

Sixel & Schwinn                  Goods & Services            $130

La Chapelle Credit Service       Collection                   $32


GENCORP INC: Completes Consent Solicitation for 9-1/2% Sr. Notes
----------------------------------------------------------------
GenCorp Inc. disclosed that pursuant to the terms of its
previously announced consent solicitation with respect to a
proposed amendment to the Indenture governing its 9 1/2% Senior
Subordinated Notes due 2013, it has received consents to the
amendment representing greater than a majority in principal amount
of the Notes outstanding as of the expiration of the consent
solicitation at 5:00 p.m., New York City time, on June 27, 2006.

As of the Expiration Time, consents had been received from
$96.9 million in aggregate principal amount, or approximately 99%,
of the outstanding Notes.  GenCorp, its subsidiaries that are
party to the Indenture and the trustee under the Indenture have
entered into a Second Supplemental Indenture including the
proposed amendment.

In addition, GenCorp reported that it has amended its senior
credit agreement primarily to increase its letter of credit
subfacility from $44 million to $80 million to provide capacity
for additional letters of credit required by various environmental
agencies, and increase term loans to provide collateral for the
April 2007 maturity of $19.8 million outstanding under GenCorp's 5
3/4% Convertible Subordinated Notes.

Wachovia Securities is the Solicitation Agent for the consent
solicitation.  Persons with questions regarding the consent
solicitation should contact:

     Wachovia Securities, Liability Management Group
     Phone: 704-715-8341 (collect) or
            866-309-6316 (toll-free)

Holders of Notes can obtain copies of the consent solicitation
statement and related material from:

     Global Bondholder Services Corporation
     Information and Tabulation Agent
     Phone: 212-430-3774 (banks and brokers) or
            866-470-4500 (toll-free).

GenCorp Inc. (NYSE: GY) -- http://www.GenCorp.com/-- manufactures
aerospace and defense products and systems with a real estate
business segment that includes activities related to the
entitlement, sale, and leasing of the Company's excess real estate
assets.

                         *     *     *

As reported in the Troubled Company Reporter on July 5, 2006,
Fitch took these rating actions on GenCorp:

   -- 5.75% subordinated convertible notes due 2007 upgraded
      to 'BB-/RR1' from 'B-/RR4';

   -- 4% contingent convertible subordinated notes due 2024,
      lowered to 'CCC+/RR5' from 'B-/RR4'; and

   -- 2.25% contingent convertible subordinated debentures
      due 2024, lowered to 'CCC+/RR5' from 'B-/RR4'.

The rating action resulted from GenCorp Inc. increasing its senior
secured credit facilities to $234.5 million from $178.5 million
and securing its 5.75% subordinated convertible notes due 2007
with cash collateral.


GENERAL MOTORS: Board Allows CEO to Negotiate with Renault-Nissan
-----------------------------------------------------------------
General Motors Corp.'s Board of Directors endorsed, on July 7,
2006, a recommendation by the company's senior management that it
engage in exploratory discussions with Renault and Nissan
regarding GM's potential participation in an alliance among the
three companies.

"The GM Board of Directors authorized management to proceed with
its plan to consider ideas the other two companies have and to
weigh the potential benefits of such an alliance in order to
assist the Board in its decision making," said GM Director George
Fisher.  "Management will keep the Board well informed and the
directors, of course, will closely monitor the process to assure
that its outcome serves the best interests of all GM shareholders.
The Board continues to fully support the company's North American
turnaround strategy, and we encourage management to also continue
its efforts to conclude a satisfactory resolution of the issues
associated with the Delphi bankruptcy and to complete the pending
GMAC transaction."

The Board action was taken in response to a request made by
Tracinda Corporation, one of GM's larger shareholders, and to
expressions of interest made public by the respective boards of
Renault and Nissan.

GM Chairman Rick Wagoner will lead the company's effort to conduct
exploratory talks with the managements of Renault and Nissan.

"General Motors has a lot of experience with different types of
alliances, and some have provided significant benefits to GM's
competitive position and financial strength," said Mr. Wagoner.
"We will enter into discussions with the managements of Renault
and Nissan with an open mind -- eager to hear their ideas of how
an alliance between our companies might work to our mutual
benefit.  Given the complexity of any potential relationship, it
has to be carefully considered on its merits before coming to any
conclusion.  We are committed to an objective and thorough review
of that potential."

Mr. Wagoner noted that when the idea of joining an alliance with
Renault and Nissan was first suggested to him, he promptly
contacted Carlos Ghosn and the two leaders agreed to meet at a
mutually convenient time to have an initial exploratory
discussion.

"We periodically receive interesting proposals and we owe it to
the company and its shareholders to explore how they might work,
and to objectively weigh the potential benefits and issues that
each might present," Mr. Wagoner said.  "That is exactly what we
recommended to the GM Board in this specific case, and exactly
what it has agreed we should do."

               North American Turnaround Strategy

In the meantime, both Mr. Wagoner and Mr. Fisher noted that it is
crucial for General Motors to stay focused on implementing its
North American turnaround strategy.

"We announced this strategy about one year ago, and have made
tremendous progress in implementing all the key initiatives," Mr.
Wagoner said.  "The positive results from these major actions are
already evident.  We have some major items that we are working on
right now that are important to our continued progress, including
the Delphi restructuring and the GMAC transaction.  So there's
plenty more work to do to return our North American operations to
sustained profitability.  We remain focused on achieving this as
quickly as possible."

                      About General Motors

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

                           *     *     *

As reported in the Troubled Company Reporter on June 30, 2006,
Standard & Poor's Ratings Services held all its ratings on General
Motors Corp. -- including the 'B' corporate credit rating and the
'B+' bank loan rating, but excluding the '1' recovery rating -- on
CreditWatch with negative implications, where they were placed
March 29, 2006.

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


GREENMAN TECH: AMEX Files Form 25 to Strike Common Stock Listing
----------------------------------------------------------------
The American Stock Exchange LLC(R) reported its final
determination to remove the common stock of GreenMan Technologies,
Inc. from listing on the Exchange, and has filed an application on
Form 25 to strike the Securities from listing with the Securities
and Exchange Commission.  The delisting will become effective on
July 17, 2006 unless postponed by the SEC.

As reported in the Troubled Company Reporter on June 21, 2006, the
American Stock Exchange delisted GreenMan's common stock after the
close of trading on June 14, 2006.  AMEX stated that it will
proceed with filing an application with the SEC to strike
GreenMan's common stock from listing on the AMEX.

Pursuant to its rules, the Exchange provided notice to GreenMan
Technologies, Inc. of the decision to delist the Securities and an
opportunity to appeal the decision to a panel designated by the
Exchange's Board of Governors.

                          About GreenMan

Headquartered in Lynnfield, Massachusetts, GreenMan Technologies,
Inc., markets scrap granular tires in the United States.   The
company's products are used as a tire-derived fuel used by pulp
and paper producers.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 6, 2006, Wolf
& Company, PC, in Boston, Massachusetts, raised substantial
doubt about GreenMan Technologies Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the year ended Sept. 30, 2005.  The auditor pointed
to the Company's losses from operations and working capital
deficiency of $8,667,886 at September 30, 2005.


GREGG APPLIANCES: March 31 Balance Sheet Upside Down by $5.1 Mil.
-----------------------------------------------------------------
Gregg Appliances, Inc., filed its financial results for the fiscal
year ended March 31, 2006, with the Securities and Exchange
Commission on June 26, 2006.

For the full year ended March 31, 2006, the Company earned
$22.2 million of net income on $900.4 million of net revenues,
compared to $29.2 million of net income earned on $803.2 million
of net revenues in 2005.

At March 31, 2006, the Company's balance sheet showed
$283.7 million in total assets and $288.9 million in total
liabilities, resulting in a $5.1 million stockholders' deficit.

A full-text copy of the Company's Annual Report is available for
free at http://researcharchives.com/t/s?d61

Headquartered in Indianapolis, Indiana, Gregg Appliances, Inc., --
http://www.hhgregg.com/-- is a specialty retailer of consumer
electronics, home appliances and related services operating under
the name HH Gregg.  The Company operates 58 stores in six
midwestern and southeastern states with revenues of approximately
$753 million for the fiscal year ended March 31, 2004.

                            *    *    *

As reported in the Troubled Company Reporter on Jan. 18, 2006,
Moody's Investors Service assigned these ratings to Gregg
Appliances, Inc.:

   -- Senior Implied of B2,
   -- $165 million of senior unsecured guaranteed notes of B2,
   -- Issuer rating of B2,
   -- Speculative Grade Liquidity Rating of SGL-2.


GULF COAST: Court Approves $4.2 Million Asset Sale to Jered LLC
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved the sale of substantially all of the assets of Gulf Coast
Holdings, Inc., dba Unidynamics, Inc., to Jered LLC.

Jered's $4.2 million cash offer for the Debtor's assets during the
June 1 auction bested PaR Systems, Inc.'s $3 million stalking-
horse bid.  Federal Equipment Company, Inc., made a backup bid of
$4.05 million in cash.

The Stalking-Horse Bidder is entitled to a break-up fee of
$75,000, plus reimbursement for actual out-of pocket expenses
incurred of up to a maximum of $40,000.

Qualified bidders were required a minimum initial bid deposit of
$100,000 payable to the order of Hughes & Luce, L.L.P, as agent
for the Debtor.

Headquartered in Conroe, Texas, Gulf Coast Holdings, Inc., field
for bankruptcy protection on April 28, 2006 (Bankr. N.D. Tex. Case
No. 06-31695).  Daniel I. Morenoff, Esq., and Jeffrey R. Fine,
Esq., at Hughes & Luce, LLP, represent the Debtor in its
restructuring efforts.  The Debtor has employed David Hull as its
chief restructuring officer.  J. Frasher Murphy, Esq., and Jaime
Myers, Esq., at Winstead, Sechrest & Minick represent the Official
Committee of Unsecured Creditors.  In its schedules filed with the
Court, the Debtor reported assets amounting to $18,258,575 and
debts totaling $19,553,664.


GULF COAST: U.S. Trustee Amends Creditors Committee Appointment
---------------------------------------------------------------
William T. Neary, the U.S. Trustee for Region 6, appointed new
members to the Official Committee of Unsecured Creditors in Gulf
Coast Holdings, Inc., dba Unidynamics, Inc.'s chapter 11 case.

The new members of the Creditors Committee are:

   1. Salvatore J. Mira
      42 Redbud Ridge Place,
      The Woodlands TX 77380
      Tel: 281-367-4113
      Cell: 713-851-9577
      Fax: 281-298-8799
      saljmira@yahoo.com

   2. Dave Wencka, President
      InstaTech, Inc.
      Suite A-103,
      7010 NW 100 Drive
      Houston, TX 77092
      Tel: 713-869-9900
      Fax: 713-880-1144
      dw_instatech@sbcglobal.net

   3. Eugene L. Butler, Managing Director
      CapSource Financial, Inc.
      Suite 325
      14505 Torrey Chase,
      Houston, TX 77014
      Tel: 281-893-9494
      Cell: 713-824-0767
      Fax: 281-893-4508
      GButler@capsources.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the chapter 11 cases to a liquidation
proceeding.

Headquartered in Conroe, Texas, Gulf Coast Holdings, Inc., field
for bankruptcy protection on April 28, 2006 (Bankr. N.D. Tex. Case
No. 06-31695).  Daniel I. Morenoff, Esq., and Jeffrey R. Fine,
Esq., at Hughes & Luce, LLP, represent the Debtor in its
restructuring efforts.  The Debtor has employed David Hull as its
chief restructuring officer.  J. Frasher Murphy, Esq., and Jaime
Myers, Esq., at Winstead, Sechrest & Minick represent the Official
Committee of Unsecured Creditors.  In its schedules filed with the
Court, the Debtor reported assets amounting to $18,258,575 and
debts totaling $19,553,664.


GULF COAST: Creditors Panel Hires Winstead Sechrest as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Gulf Coast
Holdings, Inc., dba Unidynamics, Inc.'s chapter 11 case obtained
authority from the U.S. Bankruptcy Court for the Northern District
of Texas to retain Winstead Sechrest & Minick P.C. as its
bankruptcy counsel.

As reported in the Troubled Company Reporter on May 31, 2006,
as counsel, Winstead Sechrest will:

   (a) advise and consult with the Committee concerning legal
       questions arising in the administration of the Debtor's
       estate and the unsecured creditors' rights and remedies in
       connection with the estate;

   (b) assist the Committee in preserving and protecting the
       Debtor's estate;

   (c) investigate and, with Court authority, prosecute
       preference, fraudulent transfers, and other actions
       arising under the Debtor's avoiding powers;

   (d) prepare and prosecute any pleadings, motions, answers,
       notices, orders and any reports that are required for the
       protection of the Committee's interest and the orderly
       administration of the Debtors' estate;

   (e) advise the Committee regarding the negotiation and
       documentation of debt restructuring and related
       transactions or agreements;

   (f) monitor transactions proposed by the Debtor during the
       course of its chapter 11 cases and advise the Committee;

   (g) review the nature and validity of liens asserted against
       the Debtor's property and advise the Committee concerning
       the enforceability of those liens;

   (h) review and monitor the Debtor's ongoing business, if any;

   (i) advise the Committee in connection with any suggested or
       proposed plans of reorganization;

   (j) counsel the Committee in connection with the formulation,
       negotiation, and promulgation of alternative plans of
       reorganization, if necessary or appropriate; and

   (k) perform any and all of the legal services for the
       Committee.

Phillip L. Lamberson, Esq., a partner at the firm, told the Court
that he charges $350 per hour for his services.  He further
disclosed that his colleagues at the firm working for the Debtor's
case and their hourly rates are:

       Professionals                  Hourly Rate
       -------------                  -----------
       C. Mark Brannum                    $380
       J. Frasher Murphy                  $295
       Jaime Myers                        $265

Mr. Lamberson assured the Court that his firm and its
professionals do not hold material interest adverse to the
Debtor's estate and are disinterested as that term is defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Conroe, Texas, Gulf Coast Holdings, Inc., field
for bankruptcy protection on April 28, 2006 (Bankr. N.D. Tex. Case
No. 06-31695).  Daniel I. Morenoff, Esq., and Jeffrey R. Fine,
Esq., at Hughes & Luce, LLP, represent the Debtor in its
restructuring efforts.  The Debtor has employed David Hull as its
chief restructuring officer.  J. Frasher Murphy, Esq., and Jaime
Myers, Esq., at Winstead, Sechrest & Minick represent the Official
Committee of Unsecured Creditors.  In its schedules filed with the
Court, the Debtor reported assets amounting to $18,258,575 and
debts totaling $19,553,664.


H&E EQUIPMENT: Prices Tender Offer of Senior Notes
--------------------------------------------------
H&E Equipment Services, Inc., and its wholly owned subsidiary, H&E
Finance Corp., prices the cash tender offer and consent
solicitation for their 11-1/8% Senior Secured Notes due 2012
(CUSIP No. 404085AB8), and 12-1/2% Senior Subordinated Notes due
2013 (CUSIP No. 404085AF9).

As a result of the extension of the price determination date from
June 7, 2006 to July 6, 2006, the pricing terms of the tender
offer and consent solicitation have been recalculated.

The total consideration for the Senior Secured Notes and Senior
Subordinated Notes was determined as of 10:00 a.m., New York City
time, July 6, 2006, by reference to a fixed spread of 50 basis
points above the yield to maturity of the applicable U.S. Treasury
security as described in the Offer to Purchase and Consent
Solicitation Statement of the Issuers, dated May 25, 2006.  The
reference yield for the Notes was 5.408%.

The total consideration per $1,000 principal amount of Senior
Secured Notes that are validly tendered prior to Midnight, New
York City time, on July 20, 2006 will be $1,097.74, and the total
consideration per $1,000 principal amount of Senior Subordinated
Notes that are validly tendered prior to the Expiration Date will
be $1,116.13.  In each case, the total consideration per $1,000
principal amount of Notes that are validly tendered prior to the
Expiration Date includes a cash consent payment of $30.  Holders
of Notes validly tendered prior to the Expiration Date will also
receive accrued and unpaid interest on their Notes up to, but not
including, the payment date for the tender offer and consent
solicitation.

As of July 6, 2006, the Issuers had received tenders and consents
for $195.5 million in aggregate principal amount of the Senior
Secured Notes, representing 97.8% of the outstanding Senior
Secured Notes and $53 million in aggregate principal amount of the
Senior Subordinated Notes, representing 100% of the outstanding
Senior Subordinated Notes.  The tender offer and consent
solicitation remains open and is scheduled to expire on the
Expiration Date.

The tender offer and consent solicitation are subject to the
satisfaction of certain conditions, including the consummation by
H&E Inc. of one or more debt financings on terms satisfactory to
H&E Inc. in an aggregate amount not less than $250 million and
consent of the lenders under H&E Inc.'s senior secured credit
facility.  No assurance can be given that such conditions will be
satisfied, that such new financing will be completed in a timely
manner or at all or that such consent will be obtained.

The complete terms and conditions of the tender offer and consent
solicitation are described in the Statement and the related
Consent and Letter of Transmittal, copies of which may be obtained
by contacting the information agent for the tender offer and
consent solicitation:

     D.F. King & Co., Inc.
     Telephone (212) 269-5550
     Toll Free (800) 714-3312

Questions regarding the tender offer and consent solicitation may
be directed to the Dealer Manager and Solicitation Agent for the
tender offer and consent solicitation:

     Credit Suisse Securities (USA) LLC
     Telephone (212) 538-0652
     Toll Free (800) 820-1653

                            About H&E

Based in Baton Rouge, Louisiana, H&E Equipment Services, Inc.,
(NASDAQ:HEES) -- http://www.he-equipment.com/-- is one of the
largest integrated equipment services companies in the United
States with 47 full-service facilities throughout the
Intermountain, Southwest, Gulf Coast, West Coast and Southeast
regions of the United States.  The Company is focused on heavy
construction and industrial equipment and rents, sells and
provides parts and service support for four core categories of
specialized equipment: hi-lift or aerial platform equipment;
cranes; earthmoving equipment; and industrial lift trucks.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 20, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on rental equipment company H&E Equipment Services Inc.
fka H & E Equipment Services LLC to 'BB-' from 'B+'.


HERBALIFE INT'L: To Undertake Potential Refinancing
---------------------------------------------------
Herbalife Ltd. and its indirect subsidiary Herbalife
International, Inc., disclosed that it is considering a potential
refinancing transaction with a new senior secured credit facility.
If the refinancing is consummated, certain of the proceeds may be
used to repay or redeem substantially all of Herbalife's existing
debt, including its outstanding 9 1/2% Notes due 2011 and fund
closing costs.

                      About Herbalife

Herbalife (NYSE:HLF) -- http://ir.herbalife.com/-- is a global
network marketing company that sells weight-management,
nutritional supplements and personal care products intended to
support a healthy lifestyle.  Herbalife products are sold in 62
countries through a network of more than one million independent
distributors.  The company supports the Herbalife Family
Foundation and its Casa Herbalife program to bring good nutrition
to children.

                         *     *     *

As reported in the Troubled Company Reporter on July 4, 2006,
Moody's Investors Service rated the proposed bank loan of
Herbalife International, Inc. at Ba1 and upgraded the corporate
family rating to Ba1.  Herbalife will use proceeds from the new
debt to repay the existing term loan and to redeem the
$165 million issue of 9.5% senior subordinated notes.

At the same time, Standard & Poor's Ratings Services raised its
ratings on Herbalife International Inc., including its corporate
credit rating to 'BB+' from 'BB'.  Standard & Poor's also raised
its ratings on Herbalife's parent, Herbalife Ltd., including the
corporate credit rating to 'BB+' from 'BB'.  The outlook is
stable.


HIDDEN POINTE: Partner Doesn't Get Automatic Stay Protection
------------------------------------------------------------
The Honorable James E. Massey of the U.S. Bankruptcy Court for the
Northern District of Georgia ruled that the automatic stay
afforded to Hidden Pointe Properties, L.P., under Section 362 of
the Bankruptcy Code does not extend to the Debtor's alleged de
facto general manager, Wilmann LLC.

These Hidden Pointe's creditors, then, can pursue their state
court actions against Wilmann:

   * Alexander Properties Group, Inc.,
   * Kay Borders d/b/a Borders 'N' Blooms Landscaping, and
   * Borders 'N' Blooms Landscaping, Inc.

The creditors, however, have dismissed those cases after Wilmann
asked the Court to prohibit them from proceeding with the suits
temporarily.

The Creditors allege that Wilmann, legally a limited partner,
assumed the role and duty of a general partner, and is responsible
to pay Hidden Pointe's debts.  The Creditors say that Wilmann,
through D. Curtis Mann and Donald Williams, actively participated
in the management and operation of Hidden Pointe and actively and
aggressively directed and made significant decisions for the
partnership -- including trying to sell the apartments or its
operations.  Wilmann denied having liability to any of Hidden
Pointe's creditors because, Wilmann says, it's not the Debtor's
general partner.  No documents filed by Hidden Pointe in its
bankruptcy case identify Willman as a general partner or creditor.
Wilmann makes no claim against Hidden Pointe's estate.

In a decision published at 2005 WL 3952887, Judge Massey opined
that if Wilmann is not a general partner, it is not entitled to
injunctive relief because the outcome of state court litigation
could have no effect on the Debtor its estate or its creditors.

Judge Massey pointed out that, as a general proposition, the
automatic stay does not extend to non-bankrupt co-defendants.
Wilmann could have obtained an exception under Section 105 of the
Bankruptcy Code if it could have shown (1) a substantial
likelihood of success on merits; (2) a substantial threat of
irreparable injury if an injunction were not granted; (3) that the
threatened injury to it outweighs the harm an injunction may cause
the creditors; and (4) that granting an injunction would not
disserve public interest.  Willman didn't meet this four-pronged
test.

Headquartered in Dallas, Texas, Hidden Pointe Properties, L.P., is
the owner of an apartment project including 440 separate units
located in Stone Mountain, Georgia.  The Company filed for chapter
11 protection on March 29, 2004 (Bankr. N.D. Ga. Case No.
04-65132).  Carole Thompson Hord, Esq., and John A. Christy, Esq.,
at Schreeder, Wheeler & Flint, LLP represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed both estimated debts and assets of over
$10 million.


INTEGRATED ELECTRICAL: Amends Eton Park Term Loan Agreement
-----------------------------------------------------------
In a filing with the Securities and Exchange Commission, Curt L.
Warnock, senior vice president and general counsel of Integrated
Electrical Services, Inc., disclosed that on June 29, 2006, the
company entered into the First Amendment to the Term Loan
Agreement with Eton Park Fund, L.P., and an affiliate, Flagg
Street Partners LP and affiliates, and Wilmington Trust Company
as administrative agent.

The First Amendment, dated June 1, 2006, amended the Loan
Agreement, dated May 12, 2006, to, among other things,
permit the Company to issue $1,000,000 in its common stock to
Tontine Capital Partners, L.P., in exchange for $1,000,000 in
cash.

Mr. Warnock reported that the company will use the proceeds to
invest $1,000,000 in Energy Photvoltaics, Inc., without the
transaction reducing the company's existing $2,000,000 limit on
permitted investments or violating the restriction on
transactions with affiliates contained in the Loan Agreement.

The company has also received the requisite consent to the
Transaction from its lenders under the Loan and Security
Agreement, dated May 12, 2006, by and among the Company, certain
of its subsidiaries and Bank of America, N.A., and other lenders.

A full-text copy of the Eton Park Amended Term Loan Agreement is
available for free at http://ResearchArchives.com/t/s?d5b

Headquartered in Houston, Texas, Integrated Electrical Services,
Inc. -- http://www.ielectric.com/and http://www.ies-co.com/--  
is an electrical and communications service provider with national
roll-out capabilities across the U.S.  Integrated Electrical
Services offers seamless solutions and project delivery of
electrical and low-voltage services, including communications,
network, and security solutions.  The Company provides system
design, installation, and testing to long-term service and
maintenance on a wide array of projects.  The Debtor and 132 of
its affiliates filed for chapter 11 protection on Feb. 14, 2006
(Bankr. N.D. Tex. Lead Case No. 06-30602).  Daniel C. Stewart,
Esq., and Michaela C. Crocker, Esq., at Vinson & Elkins, L.L.P.,
represent the Debtors in their restructuring efforts.  Marcia L.
Goldstein, Esq., and Alfredo R. Perez, Esq., at Weil, Gotshal &
Manges LLP, represent the Official Committee of Unsecured
Creditors.  As of Dec. 31, 2005, Integrated Electrical reported
assets totaling $400,827,000 and debts totaling $385,540,000.

The Court confirmed the Debtors' Modified Second Amended Joint
Plan of Reorganization on Apr. 26, 2006.  That plan became
effective on May 12, 2006.  (Integrated Electrical Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc.
215/945-7000)


INTEGRATED ELECTRICAL: Restates December and March Financials
-------------------------------------------------------------
In a filing with the Securities and Exchange Commission,
Integrated Electrical Services, Inc., corrects a misstatement of
insurance expense in its financial reports for the three months
ended December 31, 2005, and the three and six months ended
March 31, 2006.

Senior Vice President and Chief Financial Officer David A. Miller
discloses that on the company's Consolidated Statements of
Operation, net loss from continuing operations and net loss
increased by:

   (a) $400,000 for the three months ended December 31, 2005;

   (b) $1,200,000 for the three months ended March 31, 2006; and

   (c) $1,600,000 for the six months ended March 31, 2006.

In addition, accounts payable and accrued expenses on the
company's Consolidated Balance Sheet were understated by:

   (a) $400,000 at December 31, 2005; and

   (b) $1,600,000 at March 31, 2006.

There are no changes in the net cash flows from operating,
investing or financing activities, Mr. Miller relates.


A full-text copy of IES' restated Quarter Report ended
December 31, 2005 is available for free at:

              http://ResearchArchives.com/t/s?d5c

A full-text copy of IES' restated Quarter Report ended March 31,
2006 is available for free at:

              http://ResearchArchives.com/t/s?d22

Headquartered in Houston, Texas, Integrated Electrical Services,
Inc. -- http://www.ielectric.com/and http://www.ies-co.com/--  
is an electrical and communications service provider with national
roll-out capabilities across the U.S.  Integrated Electrical
Services offers seamless solutions and project delivery of
electrical and low-voltage services, including communications,
network, and security solutions.  The Company provides system
design, installation, and testing to long-term service and
maintenance on a wide array of projects.  The Debtor and 132 of
its affiliates filed for chapter 11 protection on Feb. 14, 2006
(Bankr. N.D. Tex. Lead Case No. 06-30602).  Daniel C. Stewart,
Esq., and Michaela C. Crocker, Esq., at Vinson & Elkins, L.L.P.,
represent the Debtors in their restructuring efforts.  Marcia L.
Goldstein, Esq., and Alfredo R. Perez, Esq., at Weil, Gotshal &
Manges LLP, represent the Official Committee of Unsecured
Creditors.  As of Dec. 31, 2005, Integrated Electrical reported
assets totaling $400,827,000 and debts totaling $385,540,000.

The Court confirmed the Debtors' Modified Second Amended Joint
Plan of Reorganization on Apr. 26, 2006.  That plan became
effective on May 12, 2006.  (Integrated Electrical Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc.
215/945-7000)


INT'L GALLERIES: Winstead Sechrest Hired as Trustee's Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
allowed Dan Lain, the Chapter 7 Trustee overseeing the liquidation
of International Galleries, Inc., to employ Winstead Sechrest and
Minick P.C. as his counsel.

Winstead Sechrest will:

   a) assist the Trustee in investigating and evaluating the
      financial and business activities, assets, liabilities and
      financial condition of the Debtor;

   b) represent the Trustee in matters and transactions relating
      to the disposition of the assets of the Debtors' estate;

   c) advise the Trustee with respect to legal matters arising
      from the Debtor's financial and business activities, and the
      disposition of the Debtor's assets;

   d) represent the Trustee in all contested matters and adversary
      proceedings that may be filed in the Debtor's case;

   e) appear at proceedings in the case as deemed necessary or
      appropriate by the Trustee;

   f) pursue on behalf of the Trustee and for the benefit of the
      estate all preference, avoidance, and other causes of action
      owned by the estate; and

   g) perform other legal services.

David W. Elmquist, Esq., a Winstead Sechrest shareholder,
disclosed that his firm's professionals bill:

        Professional                Position        Hourly Rate
        ------------                --------        -----------
        David W. Elmquist, Esq.     Shareholder        $450
        Jeff Carruth, Esq.          Associate          $315
        Linda Kaye Paquette, Esq.   Paralegal

Mr. Elmquist 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 Addison, Texas, International Galleries Inc. --
http://www.igi-art.com/-- sponsors artists and sells their
artwork through referrals.  The company filed for chapter 11
protection on Jan. 31, 2006 (Bankr. N.D. Tex. Case No. 06-30306).
Omar J. Alaniz, Esq., at Neligan Tarpley Andrews & Foley LLP,
represents the Debtor.  David W. Elmquist, Esq., at Winstead
Sechrest & Minick P.C., represents the Official Committee of
Unsecured Creditors.  On May 16, 2006, the case was converted to a
Chapter 7 liquidation.  Dan Lain serves as the Chapter 7 Trustee
for the Debtor.  When the Debtor filed for protection from its
creditors, it estimated assets less than $50,000 and debts between
$10 million to $50 million.


JEFFERY ENRIGHT: Case Summary & Four Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Jeffery J. Enright
        805 South 5th Street
        Selah, Washington 98942

Bankruptcy Case No.: 06-01553

Chapter 11 Petition Date: July 6, 2006

Court: Eastern District of Washington (Spokane/Yakima)

Debtor's Counsel: Donald D, Hackney, Esq.
                  Hackney & Carroll
                  120 North Wall Street, Suite 500
                  Spokane, Washington 99201
                  Tel: (509) 624-8200
                  Fax: (509) 623-1491

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Four Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
KeyBank                                 $183,941
P.O. Box 145404
Cincinnati, OH 45250

Bank of America                           $4,000
P.O. Box 60069
City Industry, CA 91716

Nordstrom Bank                              $800
P.O. Box 79137
Phoenix, AZ 85062-9137

James A. Perkins, Esq.                      $500
P.O. Box 550
Yakima, WA 98907-0550


JMJ ENTERPRISES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: JMJ Enterprises International Inc.
        10759 Magnolia Avenue, Suite F
        Riverside, California 92882

Bankruptcy Case No.: 06-11700

Chapter 11 Petition Date: July 6, 2006

Court: Central District Of California (Riverside)

Judge: Mitchel R. Goldberg

Debtor's Counsel: Todd B. Becker, Esq.
                  3750 East Anaheim Street, Suite 100
                  Long Beach, California 90804
                  Tel: (562) 495-1500
                  Fax: (562) 494-8904

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor does not have any creditors who are not insiders.


JOVE CORP: Posts $101,314 Net Loss in 2006 Fiscal 1st Quarter
-------------------------------------------------------------
Jove Corp., incurred a net loss of $101,314 on $36,105 of revenues
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $1,274,384
in total assets, $1,535,149 in total liabilities and $260,765 of
stockholders' equity.

The Company's March 31 balance sheet also showed strained
liquidity with $765,300 in total current assets available to pay
$1,535,149 in total current liabilities coming due within the next
12 months.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?d5d

                        Going Concern Doubt

Freedman & Goldberg, CPA, in Farmington Hills, Michigan, raised
substantial doubt about Jove Corp's ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's losses from operations since inception.

                          About Jove Corp

Based in Berkley, Michigan, Jove Corporation engages in the
development and commercialization of the developmental software
for the network supported by major banking institutions.  The
Company owns 100% interest in Innovative Business Systems, LLC, an
approved IBM software development partner.  In addition, it has
27.4% interest in MessageWay Solutions, Inc., which provides
middleware software solutions that enable user companies to
communicate with their customers' and suppliers' database and
software applications.


LIFEPOINT HOSPITALS: S&P Affirms BB Rating With Negative Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
LifePoint Hospitals Inc., including the 'BB' corporate credit
rating.  The rating outlook is negative.

The affirmation follows the company's announcement of an increase
in the size of its term loan by $50 million.  This additional
borrowing will help fund the acquisition of four hospitals from
HCA Inc.

The rating reflects LifePoint's aggressive growth strategy,
uncertain reimbursement rates from Medicare and managed care
clients, and moderately high leverage, highlighted by the April
2005 acquisition of Province Healthcare Inc., and the long-awaited
acquisition of four hospitals from HCA.  These acquisitions have
helped strengthen the company's business profile by increasing the
size and diversity of its hospital portfolio to 53 facilities
in 20 states, from 30 hospitals in nine states.

In addition, the acquisitions have improved the company's payor
mix by lessening its concentration in any state, particularly with
regard to Kentucky.

Still, LifePoint, assuming it completes the acquisition of four
hospitals from HCA, has more than doubled its size within a
reasonably short period of time.

"This has created the challenge of effectively operating a
much-enlarged organization.  The company has had unexpected
difficulties with certain acquired hospitals.  LifePoint also
remains subject to uncertain third-party reimbursement," said
Standard & Poor's credit analyst David Peknay.


LIGAND PHARMACEUTICALS: Settles Securities Fraud Suit in Calif.
---------------------------------------------------------------
Ligand Pharmaceuticals Inc. has settled the securities class
action litigation filed in the U.S. District Court for the
Southern District of California against the company and certain of
its directors and officers.

In addition, the company has also reached an agreement to settle
the shareholder derivative actions filed on behalf of the company
in the Superior Court of California and the U.S. District Court
for the Southern District of California.

The settlements, which are subject to court approval, resolve all
claims by the parties, including those asserted against Ligand and
the individual defendants in these cases.

Under the agreements, in exchange for a release of all claims, the
company will pay a total of $12.15 million in cash.  The company's
insurance carrier will fund the settlement amounts and a portion
of the company's total legal expenses while the Company will pay
the remainder of the legal fees.

As part of the settlement of the state derivative action, the
company has agreed to adopt certain corporate governance
enhancements.

Neither the company nor any of its current or former directors and
officers made any admission of liability or wrongdoing.

A related investigation by the Securities and Exchange Commission
is ongoing and is not affected by the settlements.

"Although Ligand believes these suits are without merit, the
Company is pleased to put the uncertainty, expense, and management
time drain of the class action and derivative litigation behind it
and believes that the decision to settle is in the best interests
of its shareholders," said David E. Robinson, Ligand Chairman,
President and Chief Executive Officer.

"Settling this litigation will also facilitate continued full
focus of our organization on the ongoing strategic alternatives
process and the Company's business," Mr. Robinson added.

                  About Ligand Pharmaceuticals

Ligand Pharmaceuticals Incorporated -- http://www.ligand.com/--  
discovers, develops and markets new drugs that address critical
unmet medical needs of patients in the areas of cancer, pain, skin
diseases, men's and women's hormone-related diseases,
osteoporosis, metabolic disorders, and cardiovascular and
inflammatory diseases.  Ligand's proprietary drug discovery and
development programs are based on gene transcription technology,
primarily related to intracellular receptors.

At March 31, 2006, the Company's balance sheet showed a
$224,358,000 stockholders' deficit.  The Company reported
$110,419,000 of stockholders' deficit at Dec. 31, 2005.


LONDON FOG: Perry Ellis Demands $200,000 Expense Reimbursement
--------------------------------------------------------------
Perry Ellis International, Inc., asks the U.S. Bankruptcy Court
for the District of Nevada to determine that the $200,000 it is
asking from London Fog Group, Inc., and its debtor-affiliates as
reimbursement for its expenses as a stalking-horse bidder to the
sale the Debtor's Pacific Trail brands is reasonable.

As reported in the Troubled Company Reporter on March 31, 2006,
Columbia Sportswear Company outbid Perry Ellis with a
$20.4 million cash bid plus the assumption of certain liabilities.

Under the original asset purchase agreement between the Debtors
and Perry Ellis, Perry Ellis is entitled to a $397,750 breakup fee
and a $200,000 expense reimbursement if it loses at the auction.
The breakup has been paid.

Perry Ellis asked the Debtors and the Official Committee of
Unsecured Creditors to sign an agreed order on the expense
reimbursement.  The Debtors and the Committee agreed but wanted
Wachovia National Bank Association and DDJ Capital Management,
LLC, as parties to the agreed order.  Wachovia is the Debtors'
senior secured lender while DDJ Capital is their junior secured
lender.  DDJ Capital refused to sign the agreed order based on the
belief that the Debtors' estates may have claims against Perry
Ellis in connection with a post-closing agreement between Perry
Ellis, Columbia and Levi Strauss & Company relating to Columbia's
subsequent transfer of the Dockers' license to Perry Ellis.

Jeffrey L. Hartman, Esq., at Hartman & Hartman reminds the Court
that Perry Ellis is already entitled to expense reimbursement
based on prior Court orders.  Additionally, as a result of Perry
Ellis' participation in the auction process, the Debtors were able
to sell the assets for $20.4 million.  The stalking horse
transaction directly and substantially benefited the Debtors and
their estates, Mr. Hartman contends.

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.


MESABA AVIATION: U.S. Trustee Wants Monthly Reports Filed On Time
-----------------------------------------------------------------
Habbo G. Fokkena, U. S. Trustee for Region 12, asks the United
States Bankruptcy Court for the District of Minnesota to compel
Mesaba Aviation, Inc., dba Mesaba Airlines, to submit all
delinquent operating reports, and to timely submit all future
operating reports as is necessary.

The U. S. Trustee complains that the Debtor failed to submit
operating reports for April and May 2006.

"Failure to submit the operating reports denies creditors and the
U.S. Trustee the ability to monitor the Debtor's post petition
operations, including losses and accrued liabilities," Sarah J.
Wencil, trial attorney for the U.S. Trustee, tells the Court.

Ms. Wencil notes that the Bankruptcy Code and Rules require
debtors to submit monthly operating reports and file those
reports with the Court.

The Debtor should be compelled to become current and stay current
with that duty, particularly in the circumstances of the Chapter
11 case where the Debtor is alleging large monthly losses of
money and threatening to liquidate if certain of its requests are
not granted, Ms. Wencil explains.

                         Debtor Responds

For several months, MAIR Holdings, Inc., the Debtor's owner, has
engaged Deloitte & Touche to assist it in preparing its annual
Form 10-K to be filed with the Securities and Exchange
Commission, Will R. Tansey, Esq., at Ravich, Meyer, Kirkman,
McGrath & Nauman, in Minneapolis, Minnesota, tells the Court.

In connection with Deloitte's audit of MAIR's financial
statements, Deloitte must audit the financial reports of the
Debtor.

Mr. Tansey points out that Deloitte's audit has been complicated
by the deadline for filing proofs of claims for non-governmental
entities in the Chapter 11 case.  Deloitte, MAIR, and the Debtor
are engaged in an extensive analysis of the likely liability of
the Debtor on a significant number of claims filed at the end of
February.

In light of the ongoing audit, the Debtor was unable to close its
books for March 2006 until Deloitte had substantially completed
its audit of March results -- causing a delay in the preparation
and service of the March monthly operating report, Mr. Tansey
asserts.  Consequently, the delay in finalizing the March
operating report made it impossible for the Debtor to timely
prepare and serve operating reports for April and May.

Mr. Tansey notes that the Debtor has already served the U.S.
Trustee with the April operating report on June 24, 2006, and the
Debtor intends to finalize and file the May operating report by
July 7.  The Debtor believes that it will be able to
timely prepare and serve future reports on the 25th of each
month.

                       About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 19; Bankruptcy Creditors' Service, Inc., 215/945-
7000).


MESABA AVIATION: Renews Request to Reject CBAs with Unions
----------------------------------------------------------
Mesaba Aviation, Inc., dba Mesaba Airlines, renews its request and
asks the U.S. Bankruptcy Court for the District of Minnesota for
permission to reject its collective bargaining agreements with the
Air Line Pilots Association, International, the Association of
Flight Attendants-CWA, AFL-CIO, and the Aircraft Mechanics
Fraternal Association, pursuant to Section 1113(c).

The Honorable Gregory F. Kishel had previously denied the Debtor
to reject its CBAs with the unions.

The Debtor tells the Court that it revised its Section 1113
proposals to the unions to correct the defects identified by the
Court and presented each union with a comprehensive written
proposal to modify their CBAs.

According to Michael L. Meyer, Esq., at Ravich Meyer Kirkman
McGrath & Nauman, in Minneapolis, Minnesota, each proposal was
accompanied by a spreadsheet showing:

    (a) the group's target savings number, based on a 19.4% cost
        reduction;

    (b) how the Debtor proposed for each group to meet its target;
        and

    (c) the underlying costing of each of the line items that was
        identified as a savings target.

Mr. Meyer submits that the Term Sheets, the Costing Sheets, and
the underlying Business Plan:

    (a) were based on the most complete and reliable information
        available to the Debtor at the time the proposals were
        made; and

    (b) assure that the employees are treated fairly and
        equitably.

The Debtor arranged for all union negotiators to be released from
duty for the purpose of preparing for and attending bargaining
meetings with the Debtor.  The Debtor met with the union
representatives as often as they made themselves available.

The Debtor responded to numerous information requests from AMFA,
AFA, and ALPA and gave the unions all relevant information as is
necessary to evaluate the Debtor's proposals, Mr. Meyer relates.

The Debtor has stated consistently that consensual agreements
with its unions are the most desired outcome.  To date, however,
the Debtor has reached agreement only with the Transport Workers
Union of America.

AMFA, AFA and ALPA adhere to the position that the Debtor does
not need 19.4% in labor savings for six years, Mr. Meyer says.

The Debtor has made all reasonable efforts to explain the
necessity of firmly identifying the cost structure it needs to
participate in the immediate process of negotiating Northwest's
acceptance of the Omnibus ASA, now reduced to addressing only 49
Saabs, and following through on a conditional bid it placed on
January 17, 2006, as amended on January 31, 2006, in response to
a Northwest RFP for 126 regional jet aircraft.

The Debtor notes that its survival is dependent on securing
relief under Sec. 1113(c) of the Bankruptcy Code, as it
continues to lose money at the rate of approximately $2,000,000
to $3,000,000 per month.

Absent any DIP financing, the accelerating losses will result in
the Debtor exhausting its cash by the end of August 2006.

The Debtor believes, and has so advised the unions, that their
reasons for refusing to bargain do not constitute good cause and
that a delay in the Section 1113(c) process seriously jeopardizes
the Debtor's ability to not only survive, but to take timely
steps to put in place the principal building block of its plan of
reorganization -- the commitment for future business.

With AMFA, AFA and ALPA failing to provide good cause for
rejecting the Debtor's proposal, the Debtor has no alternative
but to seek authority to reject the CBAs in accordance with the
Bankruptcy Code, Mr. Meyer says.

                       About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 19; Bankruptcy Creditors' Service, Inc., 215/945-
7000).


MESABA AVIATION: Court Approves Aircraft Use Pact With Northwest
----------------------------------------------------------------
The Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota gave Mesaba Aviation, Inc., dba Mesaba
Airlines, permission to enter into the Aircraft Use and Return
Conditions Agreement with Northwest Airlines Inc.

The Debtor currently operates a fleet of commercial aircraft
leased or subleased from Northwest Airlines, Inc., pursuant to an
Airline Services Agreement dated August 29, 2005.  As of the
Petition Date, the Debtor leased or subleased 35 AVRO 146-RJ85A
aircraft in addition to Saab aircraft.

As part of its reorganization, Northwest has determined to remove
the AVROs, including the Aircraft from the Debtor's fleet prior
to the termination dates specified in the subleases.

According to Will R. Tansey, Esq., at Ravich Meyer Kirkman
McGrath & Nauman, in Minneapolis, Minnesota, Northwest's
determination to remove the Debtor's AVROs from its fleet and
flight schedule raises issues related to the Debtor's obligations
under the ASA and the subleases, including the Debtor's
obligations to meet return conditions.

Both Northwest and the Debtor are operating in Chapter 11 and
neither has assumed or rejected the relevant contracts, Mr.
Tansey reminds the Court.

To address the considerable uncertainty surrounding both parties'
rights and obligations under the subleases, the Debtor and
Northwest entered into an aircraft use and return conditions
agreement.

The Agreement amends certain lease and sublease agreements
pursuant to which the Debtor:

    -- subleases three British Aerospace AVRO Model 146-RJ85A; and

    -- leases 10 ten British Aerospace AVRO Model 146-RJ85A AVRO
       146-RJ85A aircraft.

The amendments provide for an earlier termination date, and
modifies and resolves any disputes concerning the required
Aircraft return conditions specified in each sublease agreement.

Mr. Tansey asserts that the Agreement permits the Debtor and
Northwest to focus on reorganization, and avoid potentially
significant litigation costs related to the amount and priority
of claims associated with returning the Aircraft.

                    About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 19; Bankruptcy Creditors' Service, Inc., 215/945-
7000).


MIRANT CORP: U.S. Trustee Wants Ch. 11 Cases of 13 Units Dismissed
------------------------------------------------------------------
William T. Neary, the U.S. Trustee for Region 17, asks Judge
Michael D. Lynn of the U.S. Bankruptcy Court for the Northern
District of Texas to dismiss the Chapter 11 cases of 13 debtor
affiliates of Mirant Corporation:

    Debtor                                           Case No.
    ------                                           --------
    Mirant Capital Management, L.L.C.                03-46622
    Mirant Central Texas, L.P.                       03-46624
    Mirant D.C. O&M, L.L.C.                          03-46627
    Mirant Danville, L.L.C.                          03-46628
    Mirant Gastonia, L.L.L.                          03-46632
    Mirant Michigan Investments, Inc.                03-46638
    Mirant Mid-Atlantic Services, L.L.C.             03-46639
    Mirant New England, Inc.                         03-46640
    Mirant Parker, L.L.C.                            03-46643
    Mirant Peaker, L.L.C.                            03-46644
    Mirant Sugar Creek Holdings, Inc.                03-46651
    Mirant Sugar Creek Ventures, Inc.                03-46652
    Mirant Texas Investments, Inc.                   03-46654

Assistant U.S. Trustee George F. McElreath relates that the 13
Debtors have ceased to exist either by virtue of a motion
approving a merger or dissolution of each of the entities granted
by the Court or by virtue of the terms of the Plan of
Reorganization.

Moreover, pursuant to Section 1930(a)(6) of the Judicial
Procedures Code, the quarterly fees due to the U.S. Trustee will
continue to accrue in each case until it is closed, dismissed or
converted to another chapter.

Mr. McElreath tells the Court that in spite of any merger or
dissolution that may have taken place, each of the 13 cases is
considered an open case for quarterly fee purposes.  Accordingly,
as a matter of good housekeeping, it would be in the best interest
of creditors and the Debtors' estates for the Court to order
dismissal of each of the cases, he says.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on January 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtors in
their successful restructuring.  When the Debtors filed for
protection from their creditors, they listed $20,574,000,000 in
assets and $11,401,000,000 in debts.  (Mirant Bankruptcy News,
Issue No. 100; Bankruptcy Creditors' Service, Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2005,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to power generator and developer Mirant Corp. and
said the outlook is stable.  That rating reflected the credit
profile of Mirant, based on the structure the company expects to
have on emergence from bankruptcy at or around year-end 2005,
S&P said.


MIRANT CORP: NY-Gen Unit to Repair Swinging Bridge Dam Property
---------------------------------------------------------------
The Honorable Michael D. Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas allowed Mirant NY-Gen, LLC, to use its
estate property to do remediation in one of its hydroelectric
facilities.

Mirant NY-Gen, LLC, discovered a sinkhole in the property -- the
Swinging Bridge Dam -- in May 2005.  As a result, Mirant NY-Gen
ceased its operation of the facility.

Pursuant to the direction of the Federal Energy Regulatory
Commission, Mirant NY-Gen took all the necessary steps to address
the sinkhole by:

    * implementing a systematic plan for testing and evaluating
      the integrity of the dam; and

    * engaging in repairs of the sinkhole and related damage to
      the dam.

Jeff P. Prostok, Esq., at Forshey & Prostok LLP, in Fort Worth,
Texas, noted that Mirant NY-Gen and the FERC's experts and
advisors have identified and analyzed elements of a final
remediation plan for the Swinging Bridge Dam.

In a letter dated June 14, 2006, the FERC approved the final
remediation plan to address the safety issues raised by
remediation of the Swinging Bridge Dam.  The FERC directed Mirant
NY-Gen to implement the Final Remediation Plan.

The Final Remediation Plan requires Mirant NY-Gen to, among
others, construct certain filters and rehabilitate certain
tunnels of the dam.

Mr. Prostok says the construction activities will be completed by
November 2006.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on January 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtors in
their successful restructuring.  When the Debtors filed for
protection from their creditors, they listed $20,574,000,000 in
assets and $11,401,000,000 in debts.  (Mirant Bankruptcy News,
Issue No. 100; Bankruptcy Creditors' Service, Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2005,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to power generator and developer Mirant Corp. and
said the outlook is stable.  That rating reflected the credit
profile of Mirant, based on the structure the company expects to
have on emergence from bankruptcy at or around year-end 2005,
S&P said.


MUSICLAND HOLDING: Court OKs Stipulation Paying Postpetition Debts
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Musicland Holding Corp. and its debtor-affiliates'
Stipulation with Licensing Ventures, Inc.

As reported in the Troubled Company Reporter on Jun 7, 2006, the
Debtors and LVI stipulate that:

   (1) in full and final settlement of LVI's Motion to Compel the
       Debtors to pay postpetition expenses, and of all claims
       asserted by LVI, the Debtors will pay LVI $239,492,
       representing the difference between:

       * $387,500, which as agreed on by the Parties will
         constitute LVI's allowed administrative claim; and

       * $148,007, which LVI owes and is obligated to turn over
         to the Debtors, but which the Debtors will allow LVI to
         retain under the settlement.

   (2) the Debtors will make the Settlement Payment to LVI
       without delay;

   (3) the Debtors will no longer be obligated to hold $622,138
       in Internet sale proceeds in a separate account;

   (4) LVI's Motion to Compel will be withdrawn, without
       prejudice;

   (5) the Supply Agreement and the License Agreement will be
       deemed rejected as of March 22, 2006; and

   (6) LVI and the Debtors mutually release and waive any and all
       claims asserted against each other.

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)


MYLAN LABORATORIES: S&P Raises Sr. Notes' Rating to BBB- from BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BBB-' rating to
Mylan Laboratories Inc.'s proposed new $700 million senior
unsecured revolving credit facility due 2011, and raised its
rating on Mylan's existing senior unsecured notes to 'BBB-' from
'BB+'.

At the same time, Standard & Poor's affirmed its 'BBB-' corporate
credit rating on the Canonsburg, Pa.-based generic drug maker.
Standard & Poor's will withdraw its 'BBB-' senior secured debt
rating on Mylan at the completion of the new credit facility.

The rating actions reflect Mylan's continued solid position in the
expanding generic drug industry and new $700 million revolving
credit facility's unsecured status, meaning that lenders will fare
no better than other unsecured creditors in the event of payment
default.


NES RENTALS: S&P Puts B- Rating on Proposed $430MM Loan Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
equipment rental company NES Rentals Holdings Inc., including its
'B+' corporate credit rating.  All ratings were removed from
CreditWatch with negative implications.  Ratings were originally
placed on CreditWatch developing on Feb. 22, 2006.

At the same time, Standard & Poor's assigned its 'B-' secured bank
loan rating to NES's proposed $430 million second-lien term loan
facility due in seven years.  A recovery rating of '4' was
assigned, indicating marginal prospects for recovery following
repayment of the entire principal amount of the unrated $450
million first-lien revolving ABL facility in the event of a
default.  Ratings on the existing second-lien term loan will be
withdrawn when the deal is expected to close in July 2006.

The outlook is stable.  The Chicago, Illinois-based company's
sales for 2005 approached $600 million and its total debt
outstanding was about $430 million.

"The affirmation reflects our view that NES's credit profile will
remain within metrics commensurate for the existing rating, and
the expectations that the company will continue to demonstrate
financial and operational discipline," said Standard & Poor's
credit analyst John R. Sico.

NES has signed a definitive agreement to sell the company to an
affiliate of Diamond Castle Holdings LLC, a private equity firm,
in a transaction valued at $850 million.


NORTEL NETWORKS: Performance Concerns Cues DBRS to Hold Ratings
---------------------------------------------------------------
Dominion Bond Rating Service confirmed the long-term ratings of
Nortel Networks Capital Corporation, Nortel Networks Corporation,
and Nortel Networks Limited at B (low) along with the preferred
share ratings of Nortel Networks Limited at Pfd-5 (low).  All
trends are Stable.

   * Senior Unsecured Notes Confirmed B (low) Stb

   * Convertible Notes  Confirmed B (low) Stb

   * Notes & Long-Term Senior Debt Confirmed B (low) Stb

   * Class A, Redeemable Preferred Shares Confirmed Pfd-5 (low)
     Stb

   * Class A, Non-Cumulative Redeemable Preferred Shares
     Confirmed Pfd-5 (low) Stb

The unsecured ratings of Nortel remain at B (low) with the Company
recently completing a $2 billion debt refinancing that has given
Nortel a 100% unsecured debt structure.  Despite the removal of
the secured debt from its capital structure, DBRS
maintained the unsecured ratings of Nortel at B (low), reflecting
heightened concerns about Nortel's ability to improve its
operating performance despite the Company implementing a strategy
to improve its competitive position over the medium term.

DBRS's concerns are predominantly attributable to revenue and
margin pressures resulting from customer consolidation and the
increasing presence of emerging market vendors in both the
wireline and wireless segments, both of which negatively impacted
Q1 2006 results.

However, DBRS does acknowledge that this recent debt issuance
extends the Company's debt maturity profile, with the nearest debt
maturity being $1.8 billion in 2008.  In addition, Nortel will
maintain a cash balance of approximately $2.6 billion pro forma
the debt issuance, which provides the Company with a significant
cushion to absorb contingencies, such as potential cash
settlements relating to the U.S. Securities and Exchange
Commission and Ontario Securities Commission investigations.

In addition, Nortel will need to make substantial payments related
to pension funding and cash payments relating to previous
restructuring initiatives; thus, Nortel's debt levels are expected
to remain high for the near term.

DBRS will continue to monitor Nortel's progress on several key
issues over the next 18 months.  These issues include the
Company's ability to grow revenues above the current
$10.5 billion annual run rate while keeping its gross margins
above 40%; and the implementation of its new financial reporting
system.  The system should assist management in providing more
timely reporting and helping to resolve several of the outstanding
material weaknesses relating to internal controls, which have
weighed negatively against the Company's credibility.

DBRS notes that if Nortel can improve its cash flow from
operations over the medium term, which targets approximately
$1.5 billion in margin improvements over the next three years,
while resolving most of its outstanding contingencies without a
significant deterioration of its current financial profile, the
potential for ratings improvement may exist.


NORTHWEST AIRLINES: Flight Attendants Choose AFA-CWA as New Rep
--------------------------------------------------------------
Northwest flight attendants elected the Association of Flight
Attendants-CWA as their new bargaining representative on Thursday.
AFA-CWA received 4,349 votes.  The total vote exceeded the Railway
Labor Act requirement that 50% plus one of unit members vote in
the election in order to change representation.

"Despite the many obstacles along the path, Northwest flight
attendants today took control of their careers and joined forces
with the strongest flight attendant union in the world," Patricia
Friend, AFA-CWA International President, said.  "For the first
time in a long while, our sisters and brothers at Northwest have
hope.  They are hopeful that with AFA-CWA's wealth of experience
in negotiating with airlines in bankruptcy, their careers will be
protected."

AFA-CWA plans to begin negotiations immediately with the company.
On June 30, a federal bankruptcy judge gave Northwest permission
to impose terms detailed in a tentative agreement that the flight
attendants struck down earlier this year if an agreement could not
be reached within two weeks.

AFA-CWA launched the organizing campaign in September 2005 after a
coalition of Northwest flight attendants approached the union
seeking new representation.  From the beginning, the Northwest
AFA-CWA campaign has been a model of grassroots organizing.  While
AFA-CWA supported their efforts at every opportunity, this was a
campaign initiated, led, and conducted by Northwest flight
attendants.

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, AFL-CIO.

                    About Northwest Airlines

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


ONEIDA LTD: Equity Committee Hires Brown Rudnick as Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
allowed the Official Committee of Equity Security Holders in
Oneida Ltd., and its debtor-affiliates' chapter 11 cases to hire
Brown Rudnick Berlack Israels LLP as its counsel, nunc pro tunc to
May 22, 2006.

Brown Rudnick was originally retained by an ad hoc committee of
stockholders.  Three former members of that ad hoc committee
comprise the Equity Committee.  As part of that prior engagement,
Brown Rudnick, among other things:

   (a) developed a significant knowledge base regarding the
       Debtors;

   (b) began reviewing the numerous bankruptcy and other legal
       issues that will drive the maximization of value to
       stockholders; and

   (c) successfully petitioned the Court for the appointment of
       the Equity Committee.

Brown Rudnick will:

   (a) assist and advise the Equity Committee in its discussions
       with the Debtors and other parties in interest regarding
       the overall administration of the Debtors' chapter 11
       cases;

   (b) represent the Equity Committee at hearings to be held
       before the Court and communicating with the Equity
       Committee regarding the matters heard and the issues raised
       as well as the decisions and considerations of the Court;

   (c) assist and advise the Equity Committee in its examination
       and analysis of the conduct of the Debtors' affairs;

   (d) review and analyze pleadings, orders, schedules, and other
       documents filed and to be filed with the Court by
       interested parties in the Debtors' Chapter 11 cases; advise
       the Equity Committee as to the necessity, propriety, and
       impact of the foregoing upon these cases; and consent or
       object to pleadings or orders on behalf of the Equity
       Committee, as appropriate;

   (e) assist the Equity Committee in preparing the applications,
       motions, memoranda, proposed orders, and other pleadings as
       may be required in support of positions taken by the Equity
       Committee, including all trial preparation as may be
       necessary;

   (f) confer with the professionals retained by the Debtors and
       other parties-in-interest, as well as with other
       professionals as may be selected and employed by the Equity
       Committee;

   (g) coordinate the receipt and dissemination of information
       prepared by and received from the Debtors' professionals,
       as well as any information as may be received from
       professionals engaged by the Equity Committee or other
       parties-in-interest in the Debtors' chapter 11 cases;

   (h) participate in examinations of the Debtors and other
       witnesses as may be necessary in order to analyze and
       determine, among other things, the Debtors' assets and
       financial condition, whether the Debtors have made any
       avoidable transfers of property, or whether causes of
       action exist on behalf of the Debtors' estates;

   (i) negotiate and formulate a plan of reorganization for the
       Debtors; and

   (j) assist the Equity Committee generally in performing other
       services as may be desirable or required for the discharge
       of the Equity Committee's duties pursuant to Section 1103
       of the Bankruptcy Code.

Robert J. Stark, Esq., a partner at the firm, disclosed that he
charges $600 per hour for his services.  Emilio Galvan, Esq., who
will be helping Mr. Stark charges $575 per hour.  Steven B. Smith,
Esq., charges $480.

Other Brown Rudnick attorneys or paraprofessionals will provide
additional supporting legal services on behalf of the Equity
Committee.  These hourly rates for Brown Rudnick's attorneys and
paraprofessionals are currently in effect:

         Attorneys                $200 to $825
         Paraprofessionals        $175 to $240

Mr. Stark assured the Court that his firm and its professionals do
not hold any material interest adverse to the Debtors' estate and
are disinterested as that term is defined in Section 101(14) of
the Bankruptcy Code.

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


ONEIDA LTD: Equity Panel Slams PBGC's $50-Mil. "Allowed" Claim
-----------------------------------------------------------------
The Official Committee of Equity Security Holders appointed in the
chapter 11 cases of Oneida Ltd. and its debtor-affiliates objected
to the proposed settlement agreement entered into among the
Debtors, the Official Committee of Unsecured Creditors and the
Pension Benefit Guaranty Corporation.

Robert J. Stark, Esq., at Brown Rudnick Berlack Israels LLP, in
Manhattan, said that the settlement, which deems allowed an
"estimated" claim for the PBGC amounting to around $50 million,
unfairly and inequitably prejudices the interests of equity
security holders.

According to Mr. Stark, the stipulated PBGC claim is grossly
overstated and, therefore, not legally sustainable.  The PBGC's
alleged claim is predicated on the termination of one of the
Debtors' pension plans and, in turn, the PBGC's obligation to pay
future benefits under the terminated plan.  Under Section 502(b)
of the, the PBGC's claim for future obligations must be discounted
to its present value as of the Debtor's bankruptcy filing.

In calculating the PBGC's deemed allowed claim, the parties
utilized an overly conservative discount rate adopted by the PBGC
for non-bankruptcy purposes.  Mr. Stark points out that this is
not in keeping with the law.  Rather, the overwhelming weight of
authority holds that those claims must be discounted using a
"prudent investor" rate.  The Equity Committee's experts have
concluded that, due to this error, the stipulated claim is
overstated by about $24.8 million.

Mr. Stark adds that the stipulated PBGC claim is further
overstated due to certain miscalculations.  In reaching the
$50 million "deemed allowed" claim, the settling parties failed
to:

   (a) account for a claim off-set arising from value in an
       employee stock ownership plan; and

   (b) reduce future benefits that are not legally sustainable
       under the Employee Retirement Income Security Act of 1974.

As a result of these miscalculations, the stipulated claim is
overstated by an additional $4 million, Mr. Stark contends.

Mr. Stark explains that the settlement unfairly and inequitably
prejudices the interests of equity security holders by
artificially hindering their ability to present their valuation
case to the Court.  As part of the settlement, the PBGC will
receive a nominal distribution under the pre-negotiated plan,
while other similarly situated creditors receive full cash
payment.  Under that agreement, the estimation of the PBGC claim
is a gratuitous add-on, with no substantive justification other
than creating a more difficult environment for the Equity
Committee to prove that stockholders are entitled to estate value.

Tellingly, Mr. Stark points out, the stipulated claim is effective
"solely for purposes of the [Pre-Negotiated Plan]."  Thus, if that
plan is not confirmed or respecting any other issue in the
Chapter 11 cases, the "deemed allowed" claim is not binding on any
party and, presumably, the Debtors and the Official Creditors'
Committee will institute litigation to reduce the amount of the
PBGC's alleged claim.  This qualifier speaks volumes about how
resolute the Debtors and the Official Creditors' Committee are in
their belief that the stipulated claim amount is, in fact,
sustainable.

Mr. Stark argues that the settlement prohibits distributions to
equity security holders absent full satisfaction of the "deemed
allowed" claim, regardless of whether it is sustainable, or unless
the PBGC consents.  In so doing, the settling parties afforded the
PBGC the right to "claim" an artificially high entitlement to
estate value, and also place the PBGC in the role of "gate-keeper"
respecting any settlement discussions involving the Equity
Committee.  This is entirely inappropriate, Mr. Stark laments.

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


OPAL CONCEPTS: U.S. Trustee Wants Chapter 11 Cases Dismissed
------------------------------------------------------------
The U.S. Trustee for Region 16 asks the U.S. Bankruptcy Court for
the Central District of California to dismiss the chapter 11 cases
of Opal Concepts, Inc., and its debtor-affiliates or to convert
them to chapter 7 liquidation proceedings.

Michael J. Hauser, Esq., tells the Court that the Debtors have
not paid their quarterly fees to the U.S. Trustee since
April 30, 2006.  The U.S. Trustee had been informed that the
Debtors currently have no cash on hand.  Mr. Hauser pointed out
that under Section 1112(b) of the Bankruptcy Code, a debtor's case
can be dismissed for non-payment of fees required under Chapter
123 of the Judiciary Procedures Code.

Mr. Hauser reminds the Court that under chapter 7, accrual of fees
will stop.

As reported in the Troubled Company Reporter July 7, 2006, Howard
M. Ehrenberg, the responsible person appointed in the Debtors'
cases and the Joint Committee of Creditors asked the Court for
permission to use certain settlement funds to pay the U.S. Trustee
quarterly fees.

After the sale of substantially all of the Debtors' assets, the
estates' remaining assets are claims that the Committee is
pursuing against some of the Debtors' former directors and
officers and the Debtors' former outside accounting and auditing
firm.  The Debtors' remaining prepetition liabilities total
$27 million.  Despite of the Debtors' lack of business operations,
the U.S. Trustee continues to charge quarterly fees.  The Debtors
currently owe the U.S. Trustee $18,250.

The Debtor wants to use funds from the trust account of Winthrop
Couchet, the Creditors Committee's former counsel.  The trust
account, which has a $264,058 balance, was created by the
Committee to hold proceeds from the sale of some claims to Cheveux
Acquisition, LLC.

Opal Concepts, Inc., used to manage Fantastic Sams, one of the
largest franchised hair salon chains in the country with
approximately 1,300 salons operating under its name.  The Company
and its affiliates filed for bankruptcy on July 16, 2002 (Bankr.
C.D. Calif. Case No. 02-15441).  Michael A. Morris, Esq., of Los
Angeles, Calif., represent the Debtors in their restructuring
efforts.  Ames Davis, Esq., of Nashville, Tenn., and Derek W
Edwards, Esq., at Waller Lansden Dortch & Davis, represent the
Joint Committee of Creditors.  The Debtors no longer have business
operations after selling substantially all of their assets.
Howard M. Ehrenberg is the Debtors' sole employee and responsible
person handling the Debtors' estates.


OWENS CORNING: Wants Plan-Filing Period Stretched to October 31
---------------------------------------------------------------
Owens Corning and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to further extend the exclusive
periods within which they retain the exclusive right to file a
plan of reorganization and solicit acceptances of that plan
through and including October 31, 2006.

The Debtors want the extension to give them adequate time to
complete the necessary procedures to gain approval of the
Disclosure Statement accompanying their Sixth Amended Plan of
Reorganization, solicit votes on the Plan and, assuming the Court
confirms the Plan, bring the Plan to effectivity.

Maintenance of exclusivity is appropriate and necessary to
facilitate the Debtors' prompt emergence from bankruptcy in light
of the key constituencies' support for the Sixth Amended Plan and
given the scheduled July 10, 2006 Disclosure Statement Hearing
and the September 18 Confirmation Hearing, Norman L. Pernick,
Esq., at Saul Ewing LLP, in Wilmington, Delaware, says.

The Debtors assert that they have made substantial progress
towards their reorganization.  In addition to the agreements the
Debtors have reached with their major creditor groups, Mr.
Pernick tells the Court that these major steps have been taken
towards confirmation:

   * The Debtors completed the process leading to the final
     decision on whether the plan should contain substantive
     consolidation and, as a result, the Sixth Amended Plan
     addresses the distributable values of the Debtors considered
     on a non-substantively consolidated basis;

   * The Debtors completed the process leading to a decision
     estimating Owens Corning's aggregate present and future
     asbestos liabilities;

   * The Debtors have analyzed and objected to the validity of
     numerous claims resulting in the disallowance or withdrawal
     of claims totaling $5.9 billion and the reduction of the
     Currently Disputed Claims by $1.8 billion, as of March 31,
     2006;

   * Through the end of November 2005, the Debtors had rejected
     approximately 75 nonresidential real property leases,
     assumed 12 nonresidential real property leases, and assumed
     and assigned nine nonresidential real property leases;

   * The Debtors obtained a case management order relating to
     asbestos property damage claims and have resolved all but a
     handful of the hundreds of property damage cases originally
     filed for a fraction of the amounts originally claimed;

   * The Debtors sought approval of a settlement in principal of
     two purported nationwide class actions on behalf of
     purchasers of its Mira Vista roofing tile products.  The
     aggregate amount of the claims was $275 million -- although
     the claimants have asserted in pleadings filed with the
     Court that their claims total $80 million;

   * The Debtors reached settlements with FM Insurance Co., AIG
     Companies, Allianz and Royal Indemnity Company resolving
     insurance coverage disputes related to asbestos "non-
     property" claims and filed motions seeking Court approval of
     the settlements;

   * The Debtors have resolved the vast majority of their
     prepetition mutual obligations with creditors that are
     subject to set-off;

   * The Debtors have sought and obtained approval to sell
     certain assets;

   * The Debtors have obtained approval under Section 363 of the
     Bankruptcy Code for various special business transactions
     and ventures, including:

        -- the restructuring of two of Owens Corning's joint
           ventures in China (OC Shanghai and OC Guangzhou);

        -- the restructuring of Owens Corning's Indian joint
           venture, Owens-Corning (India) Limited;

        -- the purchase of assets from Wolverine Fabricating,
           Inc.;

        -- authorization for Owens Corning to consummate the
           terms of a Stock Purchase Agreement with Vitro, S.A.
           de C. V., and

        -- the acquisition of the composites business of the
           Asahi Fiber Glass Co., Ltd. in Japan; and

   * The Debtors have obtained approval to implement a foreign
     fund repatriation program for tax purposes, plan of
     reorganization and post-confirmation tax planning.

Mr. Pernick assures the Court that the requested exclusivity
extension is not a negotiation tactic used to pressure creditors.
The extension, he contends, will instead continue to allow the
Debtors and their key constituencies to progress towards
confirmation and emerge from bankruptcy this year.

The Debtors believe that the extension is reasonable, justified,
appropriate and realistic under the circumstances of their
Chapter 11 cases.

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--  
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 133; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


OWENS CORNING: OCI Chemical Holds $1.47-Mil. Gen. Unsecured Claim
-----------------------------------------------------------------
OCI Chemical Corp. filed two general unsecured, non-priority
claims against Owens Corning:

   -- Claim No. 6626 for $4,995,160, asserting breach of
      contract; and

   -- Claim No. 6624 for $1,263,928, for goods sold prepetition.

The Claims are based on a sales contract, entered on January 1,
1997, for OCI to sell soda ash to Owens Corning.

The Debtors objected to Claim No. 6626 alleging that OCI willfully
violated the automatic stay and anticipatorily breached the
contract.  OCI asserted that the contract was a forward contract
merchant and, thus, OCI had the right to liquidate it without
violating the stay.

The Debtors and OCI later agreed to resolve their dispute.  In a
settlement agreement, the parties agree:

   a. to allow the Claims as against Owens Corning, on a final
      basis, as general unsecured non-priority claims at these
      amounts:

         * Claim No. 6626 for $225,000; and
         * Claim No. 6624 for $1,251,166;

   b. that the allowance of the Claims are in full and final
      satisfaction of all claims, liabilities or demands relating
      to the contract; and

   c. to release each other from all claims, liabilities and
      demands arising from the contract.

At the Debtors' request, Judge Fitzgerald approves the Settlement.

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--  
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 134; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PARKWAY HOSPITAL: Exclusive Plan-Filing Period Extended to July 14
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave The Parkway Hospital, Inc. until:

   a) July 14, 2006, to file a plan; and

   b) Sept. 12, 2006, to solicit acceptances of that plan.

As reported in the Troubled Company Reporter on July 3, 2006,
the Debtor told the Court that it needs the extension to negotiate
settlements with certain significant creditors.

The Debtor said 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 of Alston & Bird LLP serves as
substitute bankruptcy 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.


PATH 1: American Stock Exchange to Delist Securities on July 17
---------------------------------------------------------------
The American Stock Exchange LLC(R) reported its final
determination to remove the common stock and common stock purchase
warrants of Path 1 Network Technologies, Inc. from listing on the
Exchange, and filed an application on Form 25 to strike the
Securities from listing with the Securities and Exchange
Commission.  The delisting will become effective on July 17, 2006
unless postponed by the SEC.

Pursuant to its rules, the Exchange provided notice to Path 1
Network Technologies, Inc. of the decision to delist the
Securities and an opportunity to appeal the decision to a panel
designated by the Exchange's Board of Governors.

                           About Path 1

Based in San Diego, California, Path 1 Network Technologies Inc.
-- http://www.path1.com/-- provides a variety of software and
services used for real-time, high-quality audio and video-on-
demand distribution over Internet Protocol.  Its Cx1000 broadcast
video gateway is used to transmit and receive ASI and SDI video
images over FastE and Gigabit Ethernet network interfaces.
Paulson Capital owns almost 14% of it.

                        Going Concern Doubt

Swenson Advisors, LLP, in New York, raised substantial doubt about
Path 1 Network Technologies Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's operating losses and inability to raise
additional capital.

At March 31, 2006, the Company's balance sheet showed $2,333,000
in total assets and $4,456,000 in total liabilities, resulting in
a $2,136,000 stockholders' deficit.


PEABODY ENERGY: Buys Australian Coal Company for $1.34 Billion
--------------------------------------------------------------
Peabody Energy signed a merger implementation agreement to acquire
Excel Coal Limited.  Under the terms of the agreement, Peabody
will pay AU$8.50 per share ($6.21) in cash for all outstanding
shares, representing a total acquisition price of approximately
$1.34 billion plus assumed debt of approximately $190 million.

The acquisition is expected to be accretive to earnings per share
and cash flows in 2007, and significantly accretive beyond as new
capacity comes online.  The transaction represents a 10.2% premium
over Excel's one-month weighted average share price.

"This transaction increases Peabody's position in the world's
largest coal-exporting nation, and marks another step in our
strategy to expand into high-growth global markets," Peabody
President and Chief Executive Officer Gregory H. Boyce, said.
"The combined entity creates one of the largest coal companies in
Australia with some of the highest-quality products, mines and
reserves.  Excel is clearly the premier independent coal company
in Australia, and we have very high regard for both the people and
the assets."

Nearly one-third of the world's coal exports come from Australia,
and the U.S. Energy Information Administration projects that
Australian coal exports are expected to increase 55% by 2030.
Australian metallurgical and thermal coal serves the fast-growing
Asian markets that will account for the majority of growth in the
global coal industry in coming decades.

The combination of Peabody's Australian operations and Excel's
assets creates a major new player in the Australian coal sector,
with substantial market diversity, a broad portfolio of
metallurgical and thermal coal products, both domestic and
seaborne customers, and the capacity to utilize multiple railroads
and ports.

Peabody currently produces 9 million tons of mostly metallurgical
coal per year in Queensland.  The purchase provides Peabody with
extensive growth opportunities from its core operations, along
with major metallurgical and thermal coalmines in the latter
stages of development by Excel Coal.  Excel produced 5.6 million
tons of coal in calendar year 2005.  Excel operations are expected
to produce up to 15 million tons in calendar year 2007, and up to
20 million tons per year in 2008, from coalmines in New South
Wales and Queensland.  The transaction also provides substantial
synergies in the areas of sales and trading, and reserve holdings
in Queensland near existing Peabody operations.  Excel has more
than 500 million tons of metallurgical and thermal coal reserves.

The acquisition would greatly expand Peabody's existing Queensland
base.  In the past five years, Peabody purchased the Wilkie Creek
thermal coal mine, acquired the Burton and North Goonyella
metallurgical coalmines, developed the Eaglefield metallurgical
mine, and developed the Baralaba thermal and PCI mine.  It also
marks a return to New South Wales, where the company has
significant experience and success.

The transaction by way of "Scheme of Arrangement" is subject to
various approvals including regulatory, court, Excel shareholders,
and other conditions.  Excel's directors have agreed not to
solicit alternative proposals or competing transactions and not to
respond to unsolicited approaches except as required by their
fiduciary duties.  In addition, Peabody is entitled to a
reimbursement fee of AU$18 million under certain situations
outlined in the merger implementation agreement.  Closing is
targeted for early in the fourth quarter 2006.

                           About Excel

Headquartered in Sydney, Australia, Excel Coal Company (ASX: EXL)
-- http://www.excelcoal.com.au/-- produces a diverse range of
products including thermal coal, hard coking coal, semi-soft
coking coal and coke, most of which is sold under contract to
major customers in both export and domestic markets.  Excel's
export production is shipped through the Port of Newcastle and
Port Kembla.

                          About Peabody

Headquartered in St. Louis, Missouri, Peabody Energy Corp. (NYSE:
BTU) -- http://www.peabodyenergy.com/-- is the world's largest
private-sector coal company, with 2005 sales of 240 million tons
of coal and U.S.$4.6 billion in revenues.  Its coal products fuel
10% of all U.S. and 3% of worldwide electricity.

                          *     *     *

As reported in the Troubled Company Reporter on March 2, 2006,
Moody's Investors Service upgraded Peabody Energy Corporation's
corporate family rating to Ba1 from Ba2 and senior unsecured
ratings to Ba2 from Ba3.


PORTER HAYDEN: Dist. & Bankr. Court Approve Reorganization Plan
---------------------------------------------------------------
Following a rare joint hearing before the U.S. District Court for
the District of Maryland and the U.S. Bankruptcy Court for the
District of Maryland, the Chapter 11 reorganization plan for
Porter Hayden Company was approved on July 7, 2006.  An Asbestos
Trust, a pool of funds for payment of tens of thousands of
existing claimants and potentially thousands of future claimants,
was also created.

U.S. District Court Judge Andre Davis and Bankruptcy Court Judge
E. Stephen Derby confirmed the plan, which represents a
comprehensive settlement negotiated by Paul Nussbaum of Whiteford,
Taylor & Preston LLP, counsel for Porter Hayden; Philip Milch of
Campbell & Levine, counsel for the Unsecured Creditors Committee,
including the approximately 58,000 known plaintiffs with asbestos
injury claims against Porter Hayden; and Edward Harron of Young
Conaway, counsel for the Legal Representative for Future Asbestos
Claimants.

The key component of Porter Hayden's Reorganization Plan is the
creation of the Asbestos Trust.

   1) The Trust assets will include:

      a) all insurance policies and proceeds or other payments
         made by asbestos insurance companies in respect of Porter
         Hayden's claims;

      b) recoveries from the Manville Trust;

      c) cash or cash equivalents received by Porter Hayden after
        its reorganization; and

      d) 100% of the common stock of Porter Hayden.

   2) The Asbestos Trust's purpose will be to:

      a) assume Porter Hayden's asbestos bodily injury
         liabilities;

      b) manage the affairs of Porter Hayden to maximize the value
         of its assets for the benefit of the asbestos claimants;
         and,

      c) under the continuing jurisdiction of the Bankruptcy and
         District Courts, equitably distribute those assets to
         both present and future asbestos bodily injury claimants.

   3) The Reorganization Plan included a Channeling Injunction,
      permanently enjoining the assertion of any asbestos claim
      against Porter Hayden or against its insurers who contribute
      to the funding of the Asbestos Trust.

"This reorganization accomplished precisely what was envisioned by
Congress when it provided special legislation under Title 11 for
Asbestos bankruptcies," Paul Nussbaum, counsel for Porter Hayden
and chair of WTP's Bankruptcy Group, commented.  "The Chapter 11
case and the Plan of Reorganization enjoyed the unanimous support
of Asbestos claimants and has resulted in what will be enhanced
recoveries for victims of asbestosis poisoning and a comprehensive
method of efficiently and equitably processing payment for
existing and future claimants."

                       About Porter Hayden

Headquartered in Baltimore, Maryland, Porter Hayden sold and
installed insulation products.  The Company went out of business
in 1989.  Since then, its activities have been limited to running
off its asbestos claims, securing insurance coverage for the
claims, and paying claims and related expenses.  The Company filed
for chapter 11 protection on March 15, 2002 (Bankr. D. Md. Case
No. 02-54152).  Paul Nussbaum, Esq., at Whiteford, Taylor &
Preston, LLP, represents the Debtor.  Philip Milch, Esq., at
Campbell & Levine, represents the Unsecured Creditors Committee.
Edward Harron, Esq., at Young Conaway, is counsel for the Legal
Representative for Future Asbestos Claimants.


PREDIWAVE CORP: Wants to Hire Latham & Watkins as Special Counsel
-----------------------------------------------------------------
PrediWave Corporation asks the U.S. Bankruptcy Court for the
Northern District of California for permission to hire Latham &
Watkins LLP as its special counsel, nunc pro tunc to
April 14, 2006.

Latham & Watkins has served as principal litigation counsel to the
Debtor since the Summer of 2005 and intends to continue in that
role during the pendency of the Debtor's chapter 11 case.

From and after June 2005, Latham & Watkins' attorneys have
represented the Debtor in two pending lawsuits.  The first was
brought against Jimmy Li and Fu Sze Shing for breach of fiduciary
duty, unfair competition, tortious interference with contract,
tortious interference with prospective business advantage and
declaratory relief.  The second lawsuit, was brought by New World
TMT Ltd., the holder of the Debtor's preferred stock and a
contract party with Prediwave, against:

   * the Debtor,
   * CyberLancet Corporation,
   * CyberNova Corporation,
   * TechStock Corporation,
   * WarpEra Corporation,
   * Visionaire Technology Corporation,
   * S.T.U.B. SATertainment, Incorporated,
   * Athena Database, Incorporated,
   * Pine Global Marketing Limited, and
   * Jianping "Tony" Qu, the Debtor's chairman and majority
     stockholder.

The Debtor has filed cross-claims against New World.

The Debtor and the other defendants agree that the Debtors will
pay 30% of Latham's fees and expenses in connection with the New
World Action.  The other defendants will pay the remaining
70%.

Patrick E. Gibbs, Esq., a partner at the firm, discloses that as
of the date of the filing of the Debtor's chapter 11 petition,
Latham held around $91,000 as retainer.  The Debtor made these
payments to Latham during the 90-day period immediately preceding
the Debtor's bankruptcy filing:

   -- $1,210,410.42 on January 17, 2006;
   -- $1,157,683.90 on January 27, 2006;
   -- $2,021,977.63 on March 6, 2006; and
   -- $2,602,977.07 on March 23, 2006.

With regards to the New World action, the Debtor paid
$3,817,745.97 on April 7, 2006, of which $2,000,000 was a
retainer.  The second payment was made on May 9, 2006 in the
amount of $1,400,000, and this payment was made for the purpose of
bringing the retainer back up to $2,000,000.

Mr. Gibbs further discloses his firm's hourly rates:

         Partners and Counsel             $475 to $895
         Associates                       $250 to $600
         Paralegals                       $115 to $290

Partners and counsel expected to be most active are:

         Paul H. Dawes                    $775 per hour
         Patrick E. Gibbs                 $595 per hour
         Daniel Scott Schecter            $595 per hour

Associates expected to be most active are:

         Xochitl Arteaga                  $360 per hour
         Emily Dahm                       $320 per hour
         Jennie Foote Feldman             $410 per hour
         David Fortney                    $360 per hour
         David M. Friedman                $430 per hour
         Risha Jamison                    $360 per hour
         Phillip J. Wang                  $410 per hour

Paralegals expected to be most active are:

         Celeste Bucciarelli              $220 per hour
         Amanda Gough                     $125 per hour
         Anna Moren                       $160 per hour

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

Headquartered in Fremont, Calif., PrediWave Corporation --
http://www.prediwave.com/-- provides cable and satellite
operators with end-to-end digital broadcast platforms, and offers
products like Video On Demand, Digital Video Recording,
interactive video shopping, and subscription services.  The Debtor
filed for chapter 11 protection on April 14, 2006 (Bankr. N.D.
California Case No. 06-40547).  Robert A. Klyman, Esq., at Latham
& Watkins, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated more than $100 million in assets and more than
$100 million in debts.


PREMIER AUTOMOTIVE: Maryland Port Administration Can Evict Debtor
-----------------------------------------------------------------
The Honorable James F. Schneider of the U.S. Bankruptcy Court for
the District of Maryland refused to breathe life into Premier
Automotive Services, Inc.'s lease with the Maryland Port
Administration that expired before Premier filed for bankruptcy.
Finding that Premier's bankruptcy petition was filed in bad faith,
Judge Schneider also lifted the automatic stay in Premier's
bankruptcy case, giving MPA officials the right to evict the
Debtor.

Premier Automotive had a vehicle-processing center located at the
Dundalk Marine Terminal, a facility of the port of Baltimore that
is owned and managed by the Maryland Port Administration, an
agency of the State of Maryland.

Premier Automotive occupied Lot 90 at the Terminal as a tenant
since 1964.  The Debtor constructed a 27,500 square-foot building
at the beginning of its occupancy.

On July 28, 1992, Premier and MPA entered into a written lease for
Lot 90.  On July 1, 1997, Premier Automotive and the MPA renewed
the lease.  Upon its expiration, the renewed lease provided that
Premier Automotive became a month-to-month tenant, and Premier
Automotive was required to remove any buildings it had erected, or
with the MPA's approval, to abandon the buildings to it.

The renewed lease terminated on June 30, 2002.  On that date, the
parties had not executed a new lease.  Premier Automotive objected
to certain proposed terms contained in a new five-year lease
proposed by the MPA.

From 2002 through 2004, MPA proposed lease agreements to Premier
Automotive.  Each time, the Debtor refused to accept the terms.

On March 29, 2005, the MPA requested that Premier Automotive
vacate Lot 90 on or before May 1, 2005.  On April 29, 2005,
Premier Automotive filed for bankruptcy and sued the MPA (Bankr.
D. Md. Adv. Pro. No. 05-1378).  Premier's complaint against MPA
sought an award of damages and an order compelling the Maryland
Port Administration to execute a new lease.

The Debtor's schedules show it was solvent on the date of filing.
The schedules did not indicate that the Debtor owed $17,045.08 to
the MPA.  The schedules also showed that the Debtor had no secured
creditors.  On Schedule G, the real property lease with MPA was
listed as "dated July 28, 1992, as amended from time to time,"
indicating an executory contract or unexpired lease.

The situation was further aggravated because the MPA did not
authorize Premier Automotive to sublease Lot 401 from APS North
Terminal, Inc.  The MPA said that its reasons stemmed from Premier
Automotive's poor financial condition rather than its dispute with
the Debtor over Lot 90.  Besides, the MPA said, it already made
arrangements to lease Lot 90 to Pasha Automotive Services.

In a decision published at 2006 WL 1620304, Judge Schneider held
that:

   (a) the Bankruptcy Court has no authority to resuscitate a
       lease of real property that expired by its own terms
       prepetition;

   (b) the Debtor had no cause of action against the MPA pursuant
       to the Bankruptcy Code's turnover provision to recover
       non-estate property;

   (c) the MPA's refusal to approve the Debtor's sublease of
       one of its leased lots due, in part, to Premier's status
       as a debtor-in-bankruptcy did not violate the Code's
       anti-discrimination provision;

   (d) the MPA, as the lessor of property subject to a lease that
       expired prepetition, was entitled to stay relief; and

   (e) the Debtor filed its bankruptcy petition in bad faith,
       which warrants lifting the stay to permit the MPA to evict
       the Debtor.

Charles S. Fax, Esq., at Rifkin Livingston Levitan & Silver LLC in
Greenbelt, Maryland, represented Premier Automotive in this
litigation.

Peter Wilson Taliaferro, Esq., the Assistant Attorney General,
represented the Maryland Port Administration.

Baltimore-based Premier Automotive Services, Inc., processes motor
vehicles, including automobile, trucks, military, agricultural and
construction equipment through the port of Baltimore.  The Debtor
filed for chapter 11 protection on April 29, 2005 (Bankr. D. Md.
Case No. 05-20168).  Joel I. Sher, Esq., at Shapiro Sher Guinot &
Sandler in Baltimore, Maryland represented the Debtor.


REFCO INC: Judge Drain Extends Removal Period to September 13
-------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York extended, until September 13, 2006,
the time within which Refco Inc. and its debtor-affiliates
may file notices of removal pursuant to Rule 9006(b) of the
Federal Rules of Bankruptcy Procedure.

As reported in the Troubled Company Reporter on June 28, 2006, the
Debtors told the Court that the request has the consent of Marc S.
Kirschner, the Chapter 11 trustee of the estate of Refco Capital
Markets, Ltd.

Prior to filing for bankruptcy, the Debtors were plaintiffs in
approximately 37 actions and proceedings in a variety of state
and federal courts throughout the country.

Sally McDonald Henry, Esq., at Skadden, Arps, Slate, Meagher &
Flom, LLP, in New York, relates that the Debtors have not yet
reviewed all the Actions to determine whether any Actions should
be removed.  The Debtors have continued to focus primarily on
stabilizing and maximizing the value of the wind-down of their
businesses.

The RCM trustee also needs additional time to evaluate the Actions
to determine whether they should be removed.

Moreover, the Debtors and the RCM Trustee are engaged in a
bankruptcy plan formulation process, which may impact decisions
with respect to the Actions.

Ms. Henry asserts that extension of the Removal Period will
afford the Debtors sufficient opportunity to assess whether the
Actions can and should be removed, thus, protecting the Debtors'
valuable right to adjudicate lawsuits under 28 U.S.C. Section
1452.

                       About Refco Inc.

Based in New York, 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.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).  (Refco Bankruptcy News, Issue
No. 34; Bankruptcy Creditors' Service, Inc., 215/945-7000).


REFCO INC: Court to Consider Exclusive Period Requests on July 20
-----------------------------------------------------------------
The Hon. Robert D. Drain of the United States Bankruptcy Court for
the Southern District of New York adjourned, to July 20, 2006, the
hearing to consider Refco Inc., and its debtor-affiliates' request
to extend their:

    * Exclusive Plan Filing Period to Sept 1, 2006; and
    * Exclusive Solicitation Period to Oct. 31, 2006.

As reported in the Troubled Company Reporter on May 22, 2006, the
Court had previously set the hearing on June 27, 2006.

                       About Refco Inc.

Based in 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.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).  (Refco Bankruptcy News, Issue
No. 34; Bankruptcy Creditors' Service, Inc., 215/945-7000).


REFCO INC: 3 Parties Object to Ch. 11 Trustee's Skadden Retention
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on July 5, 2006, Marc
S. Kirschner, the Chapter 11 trustee of the estate of Refco
Capital Markets, Ltd., asked the U.S. Bankruptcy Court for the
Southern District of New York for authority to employ Skadden,
Arps, Slate, Meagher & Flom LLP, as his special counsel.

                            Objections

(A) Wells Fargo

Wells Fargo Bank, National Association tells Judge Drain that it
is not at all clear whether Skadden, Arps, Slate, Meagher & Flom,
LLP, may provide legal advice to the Debtors' creditors,
including those of the non-RCM Debtors, on matters that may be
adverse to RCM, and whether the Other Refco Entities could act on
that advice to maximize recoveries for the parties to whom they
owe duties of loyalty.

Wells Fargo is the indenture trustee under an Indenture dated as
of August 5, 2004, with respect to the 9% Senior Subordinated
Notes due 2012, aggregating $600,000,000.

Walter H. Curchack, Esq., at Loeb & Loeb LLP, in New York,
asserts that if the role of the executives of the Other Refco
Entities will not include zealous advocacy solely for the non-RCM
creditors when conflict issues arise between RCM and the Other
Refco Entities, the Bankruptcy Court, at a minimum, must clarify
who will play that role for the benefit of those creditors and
give that party authority to act for the sole interest of the
Other Refco Entities -- a privilege that, at this point, only the
RCM creditors enjoy.

Specifically, Wells Fargo proposes that if Skadden is to be
retained by the RCM Trustee, its role should be limited to
advising the RCM Trustee solely with respect to issues that are
not and do not have potential to be in conflict with the
interests of the Other Refco Entities.

Wells Fargo maintains that any order approving the Skadden
Retention should make clear that the allocation referred to in
the engagement letter is not binding on any party, will not
create a presumption regarding cost-allocation for any purpose,
and will remain subject to further Court order.

Wells Fargo cannot at this time take a position with respect to
the allocation methodology of Skadden's professional fees because
the RCM Trustee has failed to disclose the rationale for that
allocation.

Moreover, Mr. Curchack notes that the Skadden engagement letter
contemplates that only the proposed fee committee may challenge
the proposed allocation.

(B) Ad Hoc Committee

The Ad Hoc Committee of holders of the 9.0% Senior Subordinated
Notes due 2012, issued by Refco Finance, Inc., and Refco Group
Ltd., LLC, contends that the Skadden Application is patently
inappropriate and is not what the Court intended when it
appointed the RCM Trustee.

Michael J. Sage, Esq., at Stroock & Stroock & Lavan LLP, in New
York, points out that the Court indicated that the RCM Trustee
should rely primarily on his own business and legal judgment and
should not hire an army of professionals.

Mr. Sage says the RCM Trustee's attempt to hire professionals
with undivided loyalty to RCM, and to systematically silence the
estate-funded fiduciaries that may be adverse to RCM, indicates
that the RCM Trustee is not interested in working toward a global
resolution of the RCM cases.

Mr. Sage notes that intercompany claims may well be the
preeminent issue in these cases.  However, the RCM Trustee's
Application provides that Skadden will not be permitted, without
a waiver from RCM, to represent the non-RCM Entities in
litigation against RCM with respect to intercompany claims.

Skadden will also provide services to the RCM Trustee with
respect to the BAWAG settlement and the SPhinX preference action,
both of which will presumably include issues relating to the
allocation of the recovered proceeds, according to Mr. Sage.  The
allocation of the recovered proceeds from both the BAWAG and the
SPhinX litigations will be hotly contested by all parties-in-
interest in these cases and will likely involve issues that
relate to intercompany claims.  In the event the Application is
granted, Skadden would be precluded from taking positions that
are adverse to RCM with respect to the allocation of the
recovered proceeds.

(C) Bank of America

Bank of America, N.A., the administrative agent for prepetition
secured lenders, says the RCM Trustee is attempting to neutralize
the professionals representing the other Debtors estates.  BofA
notes that those professionals are obligated to defend the rights
of the Debtors' creditors against RCM s attacks, and perhaps even
to pursue offensive claims against RCM and its constituents.
They cannot be required to obtain the permission of the RCM
Trustee to do so.

"If these cases are about to degenerate into a litigation
quagmire over intercompany and inter-creditor issues, then the
other Debtors and their creditors are entitled to unconflicted
representation in this Court," Karen E. Wagner, Esq., at Davis
Polk & Wardwell, in New York, tells Judge Drain.

According to Ms. Wagner, the provision in the engagement letter,
which provides that Skadden will not to litigate against RCM
without obtaining a waiver from the RCM Trustee, will leave the
Refco Group Estates unrepresented with regard to key matters.

Ms. Wagner says the more appropriate resolution is to require
that, rather than being preserved by the RCM Trustee, any
conflict will be waived, Ms. Wage says.

           RCM Trustee Wants All Objections Overruled

"The [O]bjecting [P]arties have it all wrong," Timothy B.
DeSieno, Esq., at Bingham Mccutchen LLP, in New York, tells Judge
Drain.  "They ascribe to the [RCM] Trustee the Machiavellian
motive of 'conflicting out' the [o]ther Chapter 11 Debtors'
professionals so that those professionals cannot be adverse to
the [RCM] Trustee."

Mr. DeSieno clarifies that what the RCM Trustee is really seeking
to do is balance his many duties as trustee with cost concerns in
accordance with the Bankruptcy Court's order.  Mr. DeSieno
explains that the conflicts issues raised by the Objecting
Parties are illusory -- to the extent they exist, they also
existed before the appointment of the RCM Trustee.

Mr. DeSieno says that the RCM Trustee requires the advice and
assistance of professionals to discharge his duties in RCM's
case, considering:

   (a) the size and complexity of the RCM estate;

   (b) the myriad issues in RCM's cases;

   (c) the extensive fiduciary, management, reporting, and other
       responsibilities imposed on a Chapter 11 trustee; and

   (d) the fact that RCM has no employees of its own.

According to Mr. DeSieno, it is not reasonable to expect that the
RCM Trustee acting alone could discharge those statutory duties,
much less also spend the innumerable hours he has spent striving
to achieve a resolution among the RCM constituencies as a
precursor to working out a global resolution of the Chapter 11
Debtors' cases.

Mr. DeSieno argues that the Objecting Parties' primary suggestion
-- that the RCM Trustee only informally consult other estates'
and professionals without their having any responsibility to him
-- is unworkable in view of the RCM Trustee's numerous and non-
delegable responsibilities as a fiduciary in the RCM's case.

"Nor does it address the fact that the conflicts the Objecting
Parties decry have always existed, and will continue to exist, in
these cases," Mr. DeSieno says.

Resolving substantial intercompany disputes and other matters
underlying a global resolution of the RCM's cases are, and have
always been, central issues, well before the RCM Trustee's
appointment, Mr. DeSieno points out.  The conflicting loyalties
of the Professionals were born of different interests of creditor
constituencies, not because of the RCM Trustee's appointment.

Given that each of the Professionals is already performing
services for RCM, prevailing rules of professional responsibility
already prohibit their being adverse to RCM, regardless of
whether the RCM Trustee were to engage them.

                       About Refco Inc.

Based in 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.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).  (Refco Bankruptcy News, Issue
No. 34; Bankruptcy Creditors' Service, Inc., 215/945-7000).


REMEDIATION FINANCIAL: Has Until Aug. to File Disclosure Statement
------------------------------------------------------------------
The Honorable Charles G. Case, II, of the U.S. Bankruptcy Court
for the District of Arizona gave Remediation Financial, Inc., and
its debtor-affiliates until August 14, 2006, to file an amended
disclosure statement.

The Debtors filed their Disclosure Statement and Joint Plan on
Jan. 28, 2005.  The Plan implements two major agreements entered
by the Debtors in their bankruptcy proceedings:

  a) the Debtors' Settlement Agreement with Zurich American
     Insurance Company and certain of its affiliates, dated
     Dec. 22, 2004, and

  b) the Debtors' Purchase and Sale Agreement with Lewis-Soledad
     Canyon, L.L.C., dated Dec. 1, 2004.

The Plan groups claims against and interests in Remediation
Financial into four classes.  Unimpaired claims consist of Other
Priority Claims, totaling $4,800, which will be paid in full on
the Effective Date.

Impaired Remediation Financial Claims consist of:

   a) Non-Insider Unsecured Claims, to receive a Pro Rata portion
      of the proceeds of the sale of the unencumbered assets of
      Bermite Recovery LLC, after the payment in full of all
      Priority Claims;

   b) Insider Unsecured Claims, to receive their Pro Rata
      distribution of all remaining proceeds of the Remediation
      Financial Unencumbered Property only upon the full payment
      of Class 1 and Class 2 claims; and

   c) Equity Interests, which Myla Bobrow will retain following
      Plan's confirmation subject to the terms of a Voting Trust
      under the Plan.

Debtor-affiliates RFI Realty, Inc., Santa Clarita, L.L.C., and
Bermite Recovery L.L.C., have their own groups of claims and
interests under the Plan and their respective treatments are
specified under the Plan.

Full-text copies of the Disclosure Statement and Joint Plan are
available for a fee at:

  http://www.researcharchives.com/bin/download?id=050224022447

                             - and -

  http://www.researcharchives.com/bin/download?id=050224024357

The Court also extends the period within which only the
Debtors can solicit acceptances to any chapter 11 plan through
Sept. 5, 2006.  On that date, the Court will consider further
extending the exclusive solicitation period.

The deadline for objections to the Debtors' Disclosure Statement
is extended to September 12, 2006.  The Court will consider
approval of the Disclosure Statement on Sept. 19, 2006.

Headquartered in Phoenix, Arizona, Remediation Financial, Inc., is
a real estate developer.  Remediation Financial, Inc., and Santa
Clarita, L.L.C. filed for chapter 11 protection on July 7, 2004
(Bankr. D. Ariz. Case No. 04-11910).  RFI Realty, Inc., filed on
June 15, 2004 (Bankr. D. Ariz. Case No. 04-10486) and Bermite
Recovery, L.L.C., filed on September 30, 2004 (Bankr. D. Ariz.
Case No. 04-17294).  Alisa C. Lacey, Esq., at Stinson Morrison
Hecker LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed estimated assets of more than $100 million and estimated
debts of $10 million to $50 million.


RJZM LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: RJZM LLC
        dba All-Med & Rehabilitation of New York
        423 East 138th Street
        Bronx, New York 10454

Bankruptcy Case No.: 06-11535

Chapter 11 Petition Date: July 6, 2006

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  Rattet, Pasternak & Gordon Oliver, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, New York 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


ROCKWOOD SPECIALTIES: S&P Affirms B+ Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Rockwood Specialties Group Inc. to positive from stable.

At the same time, the rating agency affirmed all of its ratings
on the company, including the 'B+' corporate credit rating.

The outlook revision reflects Standard & Poor's expectation that
Rockwood's financial profile should continue to strengthen,
primarily through gradual earnings improvement, to a level that
would warrant a slightly higher rating during the next 18 to 24
months.

"Earnings are expected to trend upward because of favorable market
prospects, moderate organic sales growth, and close attention to
operating costs.  However, the company's high debt leverage and
our expectation that it will continue to pursue modest-size
acquisitions will likely limit the amount of cash available for
debt reduction," said Standard & Poor's credit analyst Cynthia
Werneth.

The ratings on Princeton, New Jersey-based Rockwood reflect a
highly leveraged financial profile, which overshadows an
attractive portfolio of specialty chemical businesses with annual
sales of about $3 billion.

Operations are organized into these seven business areas of which
management considers the first four to be core:

   * Specialty chemicals (lithium, fine chemicals, and other
     surface treatment chemicals);

   * Performance additives (clay-based additives, iron oxide
     pigments, water treatment chemicals, and timber treatment
     chemicals);

   * Titanium dioxide pigments (functional additives, titanium
     dioxide chemicals, and paper and water treatment chemicals);

   * Advanced ceramics (ceramic materials used in medical,
     electronics, and other applications);

   * Groupe Novasep (synthesis of pharmaceutical intermediates);

   * Specialty compounds (specialty compounds for wire and cable);
     and

   * Electronics (electronic chemicals and photomasks).

Rockwood benefits from well-established business positions, with a
significant portion of sales in products with leading niche market
shares.  The firm's diverse end markets, product range, and
technology platforms lend stability to earnings and cash flow
generation, tempering the cyclical swings in larger end markets,
such as electronics and construction.  A focus on technology-based
products underpins value-added pricing.

In addition, favorable long-term business fundamentals in key
product lines should aid cash flow generation.  The company's
credit quality is supported by a broad customer base and
meaningful geographic diversity, with about two-thirds of sales
outside the U.S.  A global network of manufacturing facilities
provides a platform to expand product sales internationally.


ROLLER BEARING: Secures $150 Million Revolving Credit Facility
-----------------------------------------------------------
Roller Bearing Company of America, Inc., and RBC Bearings
Incorporated entered into a credit agreement and related security
and guaranty agreements with certain banks, Keybank National
Association, as Administrative Agent, and J.P. Morgan Chase Bank,
N.A. as Co-Lead Arrangers and Joint Lead Book Runners on June 26,
2006.  The credit agreement provides Roller Bearing with a $150
million five-year senior secured revolving credit facility.

The credit facility can be increased by up to $75 million, in
increments of $25 million, under certain circumstances and subject
to certain conditions, including the receipt from one or more
lenders of the additional commitment.

Amounts outstanding under the credit facility generally bear
interest at the prime rate or Libor plus a specified margin,
depending on the type of borrowing being made.  The applicable
margin is based on the Company's consolidated ratio of net debt to
adjusted EBITDA from time to time. Currently, the Company's margin
is 0.0% for prime rate loans and 1.0% for Libor rate loans.

Amounts outstanding under the credit facility are generally due
and payable on the expiration date of the credit agreement on June
24, 2011.  The Company can elect to prepay some or all of the
outstanding balance from time to time without penalty.

The credit agreement requires the Company to comply with various
covenants, including among other things, financial covenants to
maintain:

     -- From the closing date through March 31, 2007 a ratio of
        consolidated net debt to adjusted EBITDA not to exceed 3.5
        to 1 and from June 30, 2007 a ratio of consolidated net
        debt to adjusted EBITDA not to exceed 3.25 to 1.

     -- A consolidated fixed charge coverage ratio not to exceed
        1.5 to 1

The credit agreement allows the Company to, among other things,
make distributions to shareholders, repurchase its stock, incur
other debt or liens, or acquire or dispose of assets provided that
the Company complies with certain requirements and limitations of
the credit agreement.

The Company's obligations under the credit agreement are secured
by a pledge of substantially all of Roller Bearing and RBC
Bearings' assets and a guaranty by RBC Bearings of Roller
Bearing's obligations.

On June 26, 2006, the Company borrowed approximately $79 million
under the revolving credit facility and used the funds, to pay
fees and expenses associated with the new credit facility and
repay the approximately $78 million balance outstanding under the
Company's old credit facility.

The Company terminated its Fifth Amended and Restated Credit
Agreement with certain lenders and General Electric Capital
Corporation following the repayment of approximately $78 million
term loan outstanding under the facility.

Headquartered in Oxford, Connecticut, RBC Bearings Incorporated --
http://www.rbcbearings.com/-- is an international manufacturer
and marketer of highly engineered precision bearings and
components.  Founded in 1919, the Company is primarily focused on
producing highly technical or regulated bearing products requiring
sophisticated design, testing, and manufacturing capabilities for
the diversified industrial, aerospace and defense markets.  RBC
Bearings currently employs approximately 1,700 people in 18
facilities located throughout North America and Europe.

                          *     *     *

Moody's Investors Service assigned a B2 Corp. Family Rating, B3
issuer rating and a Caa1 subordinated debt rating to Roller
Bearing in March 2004.


SERACARE LIFE: Wants Plan-Filing Period Stretched to October 18
---------------------------------------------------------------
SeraCare Life Sciences, Inc., asks the U.S. Bankruptcy Court for
the Southern District of California to extend the period within
which it has the exclusive right to file a chapter 11 plan to
Oct. 18, 2006.  The Debtor also asks the Court to extend the
period within which it has the exclusive right to solicit
acceptances for any chapter 11 plan to Dec. 18, 2006.

As reported in the Troubled Company Reporter on July 6, 2006, an
Ad Hoc Committee of Equityholders, holding around 28.5% of the
Debtor's outstanding shares, asked the Court to terminate the
Debtor's exclusive periods after negotiations on a proposed
financing failed.

Thomas E. Patterson, Esq., at Klee, Tuchin, Bogdanoff & Stern,
in Los Angeles, California, told the Court that the Debtor has
failed to hold its annual meeting of shareholders for over
15 months, the maximum interval permitted by California law.
Mr. Patterson disclosed further that, recently, the Debtor
informed the Ad Hoc Committee that the Debtor is no longer being
managed by the Debtor's board of directors, but is rather being
controlled by a special committee that had been "delegated all of
the powers of the Board."

Paul J. Couchot, Esq., at Winthrop Couchot, P.C., contends that
there is more than some promise of success for reorganization in
the Debtor's case.  The Debtor has substantial equity in its
assets and the financial ability to reorganize.  The Debtor has
been current on its vendor and trade claims since filing for
bankruptcy.  In fact, the bankruptcy petition itself was
precipitated by a technical default, rather than an actual
monetary default, under its credit agreement with its senior
secured lenders.

The Debtor's case is relatively large and complex, Mr. Couchot
points out. The Debtor is a publicly held entity. Until recently,
its shares were actively traded on the NASDAQ National Market.
The Debtor has approximately 240 employees, and its annualized
revenues for fiscal year 2005 ending Sept. 30, 2005, were
approximately $55 million.  Mr. Couchot insists on the necessity
of sufficient time to permit the Debtor to negotiate a plan of
reorganization.  The Debtor's case involves numerous active
parties and constituencies including the senior secured Lenders,
the subordinated lenders, Official Committee of Creditors, the Ad
Hoc Committee, etc.  Given the number of active constituencies in
this case, additional time is needed to formulate a chapter 11
plan.

The Debtor recently obtained Court approval of a four-month cash
collateral stipulation that will result in full repayment of its
term loan with the senior secured lenders.  The Debtor is now in a
position to negotiate with all constituencies, Mr. Couchot argues.

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.


SILICON GRAPHICS: Taps Financial Balloting as Voting Agent
----------------------------------------------------------
In contrast with cases where public securities do not play a
prominent role, the solicitation process for Silicon Graphics,
Inc., and its debtor-affiliates will be significantly more
complex, Shai Y. Waisman, Esq., at Weil, Gotshal & Manges LLP, in
New York, tells the U.S. Bankruptcy Court for the Southern
District of New York.

Because proper notice to, and tabulation of the votes of, the
holders of Silicon Graphics' public securities is critical, the
Debtors seek the Court's authority to employ Financial Balloting
Group LLC, as their voting agent.

Mr. Waisman asserts that FBG is uniquely qualified to act as
voting agent in the Debtors' Chapter 11 cases as FBG is familiar
with the applicable procedures and has a specialty practice in
bankruptcy solicitations involving publicly held securities.

According to Mr. Waisman, FBG:

    -- has employees experienced in all areas pertaining to the
       identification and solicitation of holders of securities;

    -- has a state-of-the-art mailing facility; and

    -- is highly experienced in dealing with the back offices of
       the various departments of banks and brokerage firms.

Mr. Waisman adds that FBG's Jane Sullivan, Esq., who would be
primarily responsible for handling the Debtors' notices, has (i)
more than 20 years of experience in public securities
solicitations and other transactions, (ii) specialized in
bankruptcy solicitations since 1991, and (iii) worked on more than
100 bankruptcy solicitations including Footstar, WorldCom, and
Enron.

As Voting Agent, FBG will:

    (a) assist with tabulation of votes of creditors in connection
        with the confirmation process of the Debtors' First
        Amended Joint Plan of Reorganization;

    (b) act as subscription agent in connection with the Rights
        Offering; and

    (c) coordinate the distribution of any notices required as
        part of the Plan confirmation process to the creditors and
        to equity interest holders by forwarding the appropriate
        documents to the Voting Nominees.

In exchange for its services, FBG will be paid:

    * a $20,000 project fee plus $2,000 for each issue of public
      securities entitled to vote on the Plan; $3,000 for each
      issue of public securities entitled to vote on the Plan
      and participate in the rights offering; $1,500 for each debt
      issue not entitled to vote on the Plan but entitled to
      receive notice; $10,000 for the common stock if it is
      entitled to vote; and $5,000 for the common stock if it is
      not entitled to vote but entitled to receive notice;

    * labor charges for the mailing to registered record holders
      of securities and any other creditors which the Debtors ask
      FBG to serve, estimated at $1.75 to $2.25 per package,
      depending on the complexity of the mailing, with a $500
      minimum charge for each file;

    * a minimum charge of $2,000 for up to 250 telephone calls
      from security holders and other creditors within a 30-day
      solicitation period.  Additional calls will be charged at
      $8.00 per call.  Any calls to security holders or other
      creditors will be charged at $8.00 per call;

    * a charge of $125 per hour for the tabulation of ballots and
      master ballots, plus set-up charges of $1,000 for each
      tabulation element;

    * for consulting hours billed at FBG's current hourly rates:

         Executive Director                   $410
         Director                             $360
         Senior Case Manager                  $300
         Case managers                        $240
         Programmer II                        $190
         Programmer I                         $165

    * out-of-pocket Expenses; and

    * to the extent requested by the Debtors, $6,500 for notice
      mailings to beneficial holders of debt securities held in
      street name.  Mailings to registered holders of securities
      will be charged at a rate of $0.50 to $0.65 per holder, with
      a $250 minimum.

Ms. Sullivan assures the Court that her firm has no connection
with, and holds no interest adverse to, the Debtors, their
creditors, or any other party-in-interest.  FBG is a
"disinterested person," as defined in Section 101(14) of the
Bankruptcy Code, Ms. Sullivan says.

                      About Silicon Graphics

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  (Silicon Graphics Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SILICON GRAPHICS: Gets Okay to File Customer Lists Under Seal
-------------------------------------------------------------
Silicon Graphics, Inc., and its debtor-affiliates sought and
obtained the U.S. Bankruptcy Court for the Southern District of
New York's authority to file portions of:

    1.  their schedules of assets and liabilities, schedule of
        executory contracts and unexpired leases, statement of
        financial affairs, and list of equity holders; and

    2.  any affidavits of service, which may be filed in
        connection with the Debtors' request to establish a bar
        date for the filing of proofs of claim,

that contain lists of their customers, under seal for in camera
review.

Schedule G of the Schedules requires the Debtors to provide a
customer list.  The Debtors also anticipate that they may need to
provide notice of the claims bar date to some or all of the
parties on the Customer Lists.

As with nearly every company, and particularly in the high-tech
sector, the identity of the customers on SGI's Customer Lists is
one of SGI's most closely guarded secrets, Gary T. Holtzer, Esq.,
at Weil, Gotshal & Manges LLP, in New York, explains.  The
Debtors' Customer Lists constitute proprietary trade secrets and
are among the Debtors' most valuable assets.

Mr. Holtzer contends that filing the Customer Lists on the public
docket would compromise one of the Debtors' most significant
assets, and negatively impact their reorganization prospects.

If the Lists are made public, the Debtors' competitors would get a
clear picture of who the Debtors' customers are, the locations
within the customer's operations where they interface with the
Debtors, and an insight into the scope and type of work the
Debtors and the customers are engaged in.  "This would enable the
competitors to strategically target the Debtors' major customers
and attempt to secure them as their own," Mr. Holtzer says.

                      About Silicon Graphics

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


STEELCASE INC: Earns $18.2 Million in First Quarter Ended May 26
----------------------------------------------------------------
Steelcase Inc. reported revenue totaling $727.3 million for its
first quarter ended May 26, 2006.  Revenue increased 7.6 percent
compared to $676 million in the prior year.  First quarter revenue
includes $5.4 million from acquisitions and $4.8 million from
currency translation effects, compared to the prior year.

For the three months ended May 26, 2006, the company earned net
income of $18.2 million, compared to net income of $6.7 million in
the prior year.

First quarter results include restructuring charges of $2.7
million after-tax.  Charges were primarily related to facility
rationalizations in the company's International and North America
segments.  Prior year restructuring charges totaled $6.8 million
after-tax.

"We see plenty of evidence that our company's positive momentum is
continuing," said James P. Hackett, president and CEO.  "In
addition to our solid first-quarter performance, we successfully
launched the Nurture healthcare brand and won six product awards
at NeoCon."

Cost of sales, which does not include restructuring charges, was
69.2 percent in the first quarter, similar to the prior year.
Improved pricing yield and the benefits of prior restructuring
actions helped offset higher material costs and lower margins in
certain product categories.

Gross margin was 30.3 as a percent of sales compared to 29.5
percent last year.  The improvement was driven by lower
restructuring costs.

Steelcase reduced operating expenses as a percent of sales to 26.4
percent from 27 percent in the prior year. This improvement was
related to continued cost control and leverage from higher sales
volume.

Reported operating income was $28 million or 3.9 percent of
revenue, and includes pre-tax restructuring charges of $(4.3)
million. Operating income without restructuring charges was $32.3
million or 4.4 percent of revenue, compared to $26 million or 3.8
percent of revenue, in the prior year.

Other income was $4.9 million compared with $800,000 in the prior
year.  The increase is primarily a result of higher interest
income and gains on currency derivatives.

Total cash and cash equivalents were $386.3 million at the end of
the first quarter, down from $423.8 million at the end of fiscal
2006 due to normal seasonal disbursements associated with bonus
payments and retirement plan contributions.  Total debt was $255.3
million compared to $264 million at the end of fiscal 2006.

"The year is off to a good start with revenue and income
consistent with our estimates.  Over the next few quarters we will
be implementing the final stages of the North America
restructuring plan, and we will be working to improve gross margin
performance in some specific areas," said James P. Keane, chief
financial officer.

Headquartered in Grand Rapids, Michigan, Steelcase, Inc. (NYSE:
SCS) -- http://www.steelcase.com/-- designs and manufactures
architecture, furniture and technology products.  Founded in 1912,
Steelcase serves customers through a network of more than 800
independent dealers and approximately 13,000 employees worldwide.

                          *     *     *

Moody's Investor Services placed Steelcase's senior unsecured debt
and corporate family ratings at Ba1 with a positive outlook.


TEKELEC: Restates  Quarterly Reports for 2005 and 2004
------------------------------------------------------
Tekelec filed with the Securities and Exchange Commission its
quarterly reports on Form 10-Q/A for the three months ended
March 31, 2005, June 30, 2005, and Sept. 30, 2005, in which it
restates its previously issued consolidated financial statements
for each of the quarters during the nine months ended Sept. 30,
2005, and 2004.

The company's Statement of Operations showed:

                           For the three months ended
                         -----------------------------
                           Quarter          Quarter
                           03/31/04         03/31/05
                         -----------     ------------
Revenue                  $75,974,000     $138,863,000

Net (Loss)               $17,475,000       $5,314,000

                       For the three and six months ended
            ------------------------------------------------------
              Quarter      Quarter        Quarter       Quarter
              06/30/04     06/30/05       06/30/04      06/30/05
            -----------  ------------   ------------  ------------
Revenue     $95,196,000  $122,728,000   $171,170,000  $261,591,000

Net (Loss) ($1,440,000)      $785,000     $3,874,000   $18,260,000


                         For the three and nine months ended
            ------------------------------------------------------
              Quarter      Quarter        Quarter       Quarter
              09/30/04     09/30/05       09/30/04      09/30/05
            -----------  ------------   ------------  ------------
Revenue     $96,894,000  $120,980,000   $268,064,000  $382,571,000

Net (Loss)   $9,519,000  ($4,078,000)    $13,393,000   $14,182,000

The company's Balance Sheet showed:

                               For the period ended
                  ----------------------------------------------
              Quarter       Quarter       Quarter       Quarter
              12/31/04      03/31/05      06/30/05      09/30/05
            ------------  ------------  ------------  ------------
Current
Assets      $403,761,000  $416,084,000  $449,363,000  $494,867,000

Total
Assets      $774,983,000  $787,182,000  $823,994,000  $831,524,000

Current
Liabilities $254,457,000  $251,075,000  $287,292,000  $290,425,000

Total
Liabilities $383,602,000  $382,844,000  $418,159,000  $423,517,000

Total
Stockholders'
Equity      $373,753,000  $391,492,000  $823,994,000  $400,627,000

               Restated Quarterly Financial Statements

The Restated Quarterly Financial Statements include adjustments to
the Company's previously issued Unaudited Consolidated Balance
Sheets, Statements of Operations, Statements of Comprehensive
Income (Loss), and Statements of Cash Flows for:

    (i) the three months ended March 31, 2005, and 2004;

        A full-text copy of the Company's restated financial
        statements is available for free at:

                http://researcharchives.com/t/s?d2b

   (ii) the three and six months ended June 30, 2005, and 2004;

        A full-text copy of the Company's restated financial
        statements is available for free at:

                http://researcharchives.com/t/s?d2d

  (iii) the three and nine months ended Sept. 30, 2005, and
        2004.

        A full-text copy of the Company's restated financial
        statements is available for free at:

                http://researcharchives.com/t/s?d2f

The restated unaudited results for each of the three quarters in
the nine months ended Sept. 30, 2005, and 2004 had previously been
disclosed in summary form in Note 18 of the Notes to the
Consolidated Financial Statements in the Company's Annual Report
on Form 10-K for the year ended Dec. 31, 2005.

Tekelec expected that it will file on July 12, 2006, its First
Quarter 2006 Form 10-Q and has scheduled a conference call on that
date for senior management to discuss first quarter results.  The
Company also plans to discuss during this call and to provide on
its web site prior thereto historical non-GAAP numbers for each of
the quarters in 2004 and 2005, the full years 2004 and 2005 and
the first quarter of 2006.

With the filing of the First Quarter 2006 Form 10-Q, the Company
believed that it will have met all the conditions set by a Nasdaq
Listing Qualifications Panel for the continued listing of the
Company's Common Stock on the Nasdaq National Market System, which
conditions require that the Company file with the Commission, on
or before July 17, 2006, its 2005 Form 10-K, all required
restatements and the First Quarter 2006 Form 10-Q.

The Company also reported that it expects to timely file its
Quarterly Report on Form 10-Q for the three months ended June 30,
2006.

                         Events of Default

In June 2003, the Company issued and sold $125 million aggregate
principal amount of its 2.25% Senior Subordinated Convertible
Notes due June 15, 2008.

The Indenture governing the Notes obligates the Company to provide
Deutsche Bank Trust Company Americas, the Notes' Trustee with
documents and reports as are required to be filed with the
Securities and Exchange Commission.

Because of the delayed filing of the Company's Annual Report for
the year ended Dec. 31, 2005, with the SEC, the Company received a
notice of default on April 1, 2006, from holders of more than 25%
of the outstanding principal amount of the Notes.

Because the Company filed its Annual Report with the SEC on May
30, 2006, the Company said that neither the Trustee nor the
holders have the right to accelerate the Notes since it filed
within the 60-day cure period.

The Company also failed to timely deliver its quarterly report for
the quarter ended March 31, 2006, to the SEC and to the Trustee on
before May 25, 2006, which resulted in an additional default under
the Indenture.

The Company said that if the default is not cured or waived within
60 days after any notice of default is delivered by the Trustee or
by the holders of the Notes, the Trustee or holders of the Notes
have the right to accelerate the payment of indebtedness under the
Indenture.

The Company expects to file its first quarter report on or before
July 17, 2006.  The filing will be able to cure this default under
the Indenture, the Company said.

The Indenture also provides that if the Company's common stock
ceases to be listed on the Nasdaq National Market, that constitute
an event of default.

                         Nasdaq Delisting

The company received, on March 20, 2006, a notice from The Nasdaq
Stock Market indicating that the Company's common stock is subject
to potential delisting from the Nasdaq National Market as a result
of its failure to comply with Marketplace Rule 4310(c)(14).

This listing standard requires the Company to timely file all
reports with the Securities and Exchange Commission, as required
by the Securities Exchange Act of 1934, as amended.

The Company intends to request a hearing before a Nasdaq Listing
Qualifications Panel for review of the delisting determination.
This request will automatically stay the delisting of the
Company's common stock pending the Panel's review and decision.

The Company's common stock will continue to trade on the Nasdaq
National Market until the Panel issues a decision and any
exception granted by the Panel expires.

                           About Tekelec

Tekelec (NASDAQ: TKLC) -- http://www.tekelec.com/-- develops
traditional and next-generation signaling and switching
telecommunications solutions, business intelligence tools and
value-added applications.  Tekelec's innovative software are
widely deployed in traditional and next-generation wireline and
wireless networks and contact centers worldwide.  Corporate
headquarters are located in Morrisville, N.C., with research and
development facilities and sales offices throughout the world.


THOMAS EQUIPMENT: CEO Patty Recommends Closing of Korean Facility
-----------------------------------------------------------------
James E. Patty, Chief Executive Officer of Thomas Equipment, Inc.,
recommended, on July 3, 2006, the termination of all operations of
Thomas Equipment Asia, Inc., to the Company's Board of Directors.
Thomas Equipment Asia is the Company's subsidiary with operations
in Busan, South Korea.

The Company reported that as part of its restructuring and
operational review, Mr. Patty visited the Busan plant on June 27,
2006.  Upon Mr. Patty's arrival, the office manager advised him
that Mr. Lim Chul Jin, president of Thomas Equipment Asia, and all
workers had quit as a sign of solidarity and support for the
recently terminated President of the Company, Clifford Rhee.
Including the office manager, four former employees of the Company
were on the premises upon Mr. Patty's arrival.  The Company said
that Mr. Patty was further advised that if certain undefined
conditions were met, all the workers would immediately return to
work.

The Company further disclosed that on June 28, 2006, David M.
Marks, Chairman of the Company, received a facsimile of a letter
dated June 26, 2006 from Mr. Lim Chul Jin, terminating his
employment with the Company and its subsidiaries.

The Company reported that it has been advised by Mr. Rhee that the
workers would return to its Busan plant if certain demands of Mr.
Lim Chul Jin were met.  The Company's senior management however
declined to have any such discussions or negotiations with Mr. Lim
Chul Jin regarding the resumption of operations in the Busan plant
given their recommendation to close that manufacturing facility.

Mr. Patty also recommended:

    1. In an orderly fashion, the Company sell its finished goods
       located in Busan, South Korea;

    2. The Company relocate certain of its other intellectual and
       capital assets to its plant in Centreville, New Brunswick,
       Canada; and

    3. The Company or its agent proceed to sell its land and
       improvements in Busan, South Korea and apply the proceeds,
       net of any financial costs and charges from the closure, to
       reduction of its senior debt with Laurus Master Funds, Ltd.
       In connection with its recent financing with Laurus, the
       Company perfected Laurus' security interest in all of its
       assets in South Korea.

Mr. Patty says that these recommendations reflect his and the
senior managements team's agreement on the steps necessary to
restructure and make the Company successful and these
recommendations had nothing to due with the actions of Mr. Lim
Chul Jin or Company's former workers in Busan.

                      About Thomas Equipment

Headquartered in Milwaukee, Wisconsin, Thomas Equipment, Inc. --
http://www.thomas-equipment.com/-- is a technologically advanced
global manufacturer of a full line of skid steer and mini skid
steer loaders as well as attachments, mobile screening plants and
six models of mini excavators.  The Company distributes its
products through a worldwide network of distributors and
wholesalers.  In addition, the Company's wholly owned subsidiaries
manufacture specialty industrial and construction products, a
complete line of potato harvesting and handling equipment, fluid
power components, pneumatic and hydraulic systems, spiral wound
metal gaskets, and packing material.

At March 31, 2006, Thomas Equipment Inc.'s balance sheet showed a
stockholders' deficit of $31,289,000, compared to a $67,129,000 at
June 30, 2005.


TOP FLIGHT: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Top Flight Stairs & Rails, Ltd.
        865 Commerce Drive
        South Elgin, Illinois 60177
        Tel: (847) 697-5913

Bankruptcy Case No.: 06-07975

Type of Business: The Debtor manufactures stairs and
                  stair accessories.

Chapter 11 Petition Date: July 6, 2006

Court: Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: Abraham Brustein, Esq.
                  DiMonte & Lizak, LLC
                  216 West Higgins Road
                  Park Ridge, Illinois 60068
                  Tel: (847) 698-9600 Ext. 221
                  Fax: (847) 698-9623

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
Elgin State Bank                  Guarantee Of         $1,325,000
1001 South Randall Road           Real Estate Loans to
Elgin, IL 60121                   Gilberts Development
                                  Properties, LLC

U.S. Small Business Admin.        Guarantee of Loan    $1,091,000
Sacramento Loan                   to Gilberts
Processing Center                 Properties
501 I Street, Suite 12-100        Development, LLC
Sacramento, CA 95814

Employment Management                                    $303,957
Services, Inc.
1813 North Mill Street, Suite F
Naperville, IL 60563-4872

Cook County Lumber Company                               $100,667
200 East 130th Street
Chicago, IL 60628-6901

Okaw Truss, Inc.                                         $101,721
368 East Street, Route 133
Arthur, IL 61911

Carolina Stair Supply                                     $96,958

Old World Mill Works                                      $70,622

Robbins Manufacturing                                     $59,563

Charles J. Gries & Company                                $50,460

Kane County Collector                                     $33,544

Spartan Forest Products, Inc.                             $31,099

Sierra Forest Products                                    $29,202

Pawnee Leasing                                            $25,688

Carlos Perez                       Wages                  $24,140

Frank Paxton Lumber Co., LLC                              $20,708

Art Benton                         Wages                  $20,263

Bluelinx                                                  $19,105

Wasserman & Associates, Inc.                              $18,675

Cardunal Financial Insurance                              $16,813


TOWER AUTOMOTIVE: C&E Sales Wants Decision on Agreement
-------------------------------------------------------
C & E Sales, Inc., asks the U.S. Bankruptcy Court for the Southern
District of New York to compel Tower Automotive, Inc., and its
debtor-affiliates to either assume or reject the executory
contract entered into by C&E and the Debtors.

On March 17, 2001, Tower Automotive and C&E Sales entered into an
agreement under which C&E agreed to provide consignment inventory
of parts and maintenance of a parts crib at Tower's Bardstown,
Kentucky facility.

On September 15, 2004, the agreement was modified to provide for
the placement of vending machines owned by Turck, Inc., at the
Bardstown facility instead of maintaining a parts crib.  The
inventory contained in the machines was still owned, and
continues to be owned, by C&E.

David E. Larson, Esq., at Altick & Corwin, Co., L.P.A., in
Dayton, Ohio, relates that C&E has continued to service the
machines, monitor usage, replenish parts, and maintain accounts
pursuant to the agreement to the present day.

C&E wants the agreement either to be assumed or rejected so that
it can either adequately plan for continued service, or arrange
to discontinue service and submit a proof of claim for the
account receivable due on February 2, 2005.

                   About Tower Automotive

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 38; Bankruptcy Creditors' Service, Inc., 215/945-7000).


TOWER AUTOMOTIVE: Judge Gropper Denies Committee's Stay Request
---------------------------------------------------------------
The Honorable Allen Gropper of the U.S. Bankruptcy Court for the
Southern District of New York holds that the Official Committee of
Unsecured Creditors appointed in Tower Automotive, Inc., and
its debtor-affiliates' chapter 11 cases, failed to satisfy any of
the criteria necessary for the court to grant a stay pending a
ruling on the Committee's appeal of the order dated May 22, 2006,
approving settlement agreements between the Debtors, the Milwaukee
Unions and the Official Committee of Retired Employees.

"The Committee's request for a stay is denied," Judge Gropper
declares.

Judge Gropper says the Committee's arguments in support of its
position that it is "likely to prevail on appeal" are the same
arguments made in the Committee's objection to the Settlements --
which the Court has already dealt with.

According to Judge Gropper, the Committee failed to:

    -- understand Section 1114 of the Bankruptcy Code;

    -- understand the fact that retirees are not similarly
       situated to general unsecured creditors;

    -- acknowledge that the appeal is from the approval of a
       compromise, which Section 1114 was designed to foster.

The Committee will have to show on appeal that approval of the
Settlements was "manifestly erroneous and a clear abuse of
discretion," Judge Gropper maintains.  "The Committee does not
even try to demonstrate that it can satisfy this burden," he
adds.

                      Irreparable Harm

The Court holds that the Committee does not explain how a
settlement with the retirees will irreparably harm the
Committee's negotiation of a plan of reorganization.

The Court further holds that Committee has not made any attempt
to demonstrate that (i) giving the retirees a guaranteed recovery
is any more "prejudicial" than paying them cash, and (ii) it
could not negotiate a plan of reorganization in the face of
consummated settlements with the retirees.

By contrast, Judge Gropper says, a stay would significantly harm
the Debtors and the retirees.  The timing of the termination of
the Debtors' prior obligation to provide retiree health benefits
is a critical component of the Settlements.  Any delay would
undermine effectuation of the Settlements, Judge Gropper
explains.

Also, a grant of the stay would complicate the Debtors' ongoing
efforts to secure exit financing, which in turn, would hinder the
Debtors' efforts to emerge from bankruptcy.  This prospect would
harm all parties-in-interest, Judge Gropper says.  The public
interest would also be adversely affected.

The Court notes that the Settlements brought to a close a complex
negotiation process.  To freeze or undo the Settlements at this
point might require the Debtors, the Retiree Committee and the
Milwaukee Unions to start the time-consuming Section 1114 process
again, and would disrupt ongoing Section 1113 negotiations and
the Debtors' ability to resolve other major issues in the Chapter
11 cases.

"In light of all of the prior proceedings, which the Committee
supported, it is highly inequitable for the Committee now to
contend that a settlement is premature and should be put on
hold until a plan is negotiated," Judge Gropper maintains.

Judge Gropper notes that the Committee's position is particularly
inequitable in view of the fact that it delayed seeking a stay
until the eve of consummation of a settlement that has been
projected for months.

                   About Tower Automotive

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 38; Bankruptcy Creditors' Service, Inc., 215/945-7000).


TRUMP ENTERTAINMENT: Suspends Casino Operations in Atlantic City
----------------------------------------------------------------
Twelve casinos in Atlantic City, New Jersey could reopen on
July 7, 2006, after the New Jersey legislators agreed on a state
budget, The Wall Street Journal reports.

Trump Entertainment Resorts, Inc., has been forced to suspend
gaming operations starting 8:00 a.m. on July 5 at its three
casino hotels -- Trump Taj Mahal, Trump Marina and Trump Plaza --
as a result of the inability of the New Jersey legislature to
pass a budget, and in response to an order from the New Jersey
Casino Control Commission.

In a filing with the U.S. Securities and Exchange Commission,
Trump said that its non-union employees in the affected areas of
operations will be given the option to use accumulated vacation
and paid time off, or take time off without pay.  Union employees
will be treated in a manner consistent with their negotiated
contracts but generally will be off without pay until gaming
operations resume.

Trump will monitor demand in the non-casino areas of its
operations during the closure and adjust operating hours and
staffing levels accordingly, Dale R. Black, executive vice
president and chief financial officer, said.

Peter Sanders of the WSJ said that, according to industry
estimates, the shutdown cost the casinos about $20,000,000 a day
in lost revenue, and the state up to $1,300,000 in daily tax
revenue.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 40; Bankruptcy Creditors' Service,
Inc., 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2005,
Moody's Investors Service affirmed the ratings of Trump
Entertainment Resorts, Inc.'s $200 million senior secured revolver
due 2010 at B2; $150 million senior secured term loan due 2012 at
B2; $150 million senior secured delayed draw term loan due 2012 at
B2; $1.25 billion second lien senior secured notes due 2015 at
Caa1; Speculative grade liquidity rating at SGL-3; and Corporate
family rating at B3.  Moody's says the rating outlook is stable.


UNITY WIRELESS: Completes Celerica Ltd. Acquisition
---------------------------------------------------
Unity Wireless Corporation closed its acquisition of Celerica
Ltd., an Israel-based developer of coverage enhancement solutions
for 2G and 3G wireless networks, effective July 4, 2006.

"We are pleased to announce the closing of this transaction and
welcome the Celerica employees into the Unity Wireless family,"
Ilan Kenig, President and CEO of Unity Wireless, commented.  "We
are looking forward to completing our strategic acquisition plan,
previously announced May 16, 2006, over the next several weeks and
presenting a much stronger company to our market."

The acquisition of Celerica brings to Unity Wireless a unique line
of coverage enhancement solutions that are being used today by
operators of UMTS 3G networks in Europe and Asia.  Often referred
to in the industry as "distributed antenna systems" or "remote RF
heads" mainly utilizing unlicensed free space optics and 5.8Ghz
microwave links, these systems allow operators to cost-effectively
expand their coverage footprint by remotely distributing the
capacity of centrally located base stations.  In addition, several
elements within the Celerica product lines are also marketable as
stand-alone products.

"As a result of this transaction, we are seeing the potential of
significantly increasing our opportunities with existing
customers," Nissim Atias, CEO of Celerica Ltd, commented.  "We are
very excited about this transaction and looking forward to play a
role in a much bigger organization."

Celerica had audited 2005 revenues of $2.2 million, a loss of
$6.1 million, and had positive net assets of $2.9 million at
Dec. 31, 2005.  The company has had the backing of an
international group of venture capital investors whose investments
in the development of Celerica's coverage enhancement products
exceeded $30 million.

"Restructuring Celerica is somewhat complete and the capital
burn-rate that existed prior to our transaction has been reduced
significantly," Dallas Pretty, CFO of Unity Wireless, added.
" As we have said previously, the transactions currently underway
are expected to create greater economies of scale across the
entire operations infrastructure and are pleased with our efforts
made so far."

Terms of the acquisition were unchanged from the initial terms
reported on Feb. 10, 2006 whereby Unity Wireless acquired Celerica
Ltd. for preferred shares that upon conversion will represent 20
million shares of common stock.

                       About Unity Wireless

Based in Bellingham, Washington, Unity Wireless Corporation
(OTCBB: UTYW) -- http://www.unitywireless.com/-- is a developer
of wireless subsystems and coverage-enhancement solutions for
wireless communications networks.

                          Going Concern

KPMG LLP expressed doubt about Unity Wireless' ability to continue
as a going concern after auditing the Company's 2005 financial
statements.  The auditing firm pointed to the Company's recurring
losses from operations.

At March 31, 2006, the Company's balance sheet showed $5.1 million
in total assets and $6.6 million in total liabilities, resulting
in a $1.4 million stockholders' deficit.


VENTAS INC: Taps J. Tellatin as Appraiser in Reset Right Process
----------------------------------------------------------------
Ventas, Inc. selected James K. Tellatin, MAI, the founding
principal in Tellatin, Short & Hansen, Inc., as its appraiser for
the Reset Right process under each of its four Master Leases with
its tenant Kindred Healthcare, Inc. (NYSE: KND).

"We have been working with Jim for over a year as one of our
principal advisors regarding the fair market rental of our 225
healthcare assets leased to Kindred," Ventas Chairman, President
and CEO Debra A. Cafaro said.  "He is respected for his
independence, as well as his specialized expertise and extensive
experience in valuing healthcare real estate.  Jim has served as
an expert witness and written authoritative pieces on the
valuation of healthcare real estate."

"We have surrounded ourselves with industry experts in
anticipation of the Reset Right process so that, in the exercise
of our fiduciary duties and best judgment, we benefit from the
advice of skilled and experienced professionals.  That includes
Mr. Tellatin, who has completed fair market rental analyses of all
the assets in our portfolio," Ms. Cafaro added.  "Our proposal to
increase Kindred's annual base rent to $317 million and reset our
annual escalation to 3 percent is based upon the input of Mr.
Tellatin and other professional appraisers, the terms of the
Master Leases, comparable recent transactions and our own
extensive knowledge of the rental market for healthcare real
estate facilities."

"We continue to believe that another tenant operator would be
willing to pay at least $317 million to rent our 225 healthcare
facilities on a fully licensed basis under the existing Master
Leases because that tenant operator would make a significant
profit from our facilities and incur a limited capital outlay to
control a high-quality and extremely valuable platform for the
next 17 to 22 years," Ms. Cafaro explained.

Ventas also stated that Kindred selected Edwin W. Litolff, Jr.
from American Appraisal Associates as its appraiser for the Reset
Right process.

                    Mr. Tellatin's Credentials

Mr. Tellatin, Ventas's designated appraiser, is a member of the
Appraisal Institute, holding the MAI designation.  Since starting
his firm in 1984, he has specialized in the valuation of nursing
facilities, hospitals, assisted living facilities and senior
housing developments.

His extensive background validates Mr. Tellatin's reputation as an
authority on healthcare real estate valuations.  He has prepared
appraisal reports for courts and boards, testified as an expert
witness in many cases involving nursing facilities and authored
numerous works on healthcare real estate valuation.  In addition,
he has developed the on-line version of The Appraisal of Nursing
Facilities for the Appraisal Institute, where he is the sole
instructor, approved in over 30 states.

                     The Reset Right Process

The Reset Right process outlined in the Master Leases gives Ventas
the right to increase base rental rates on the 225 healthcare
facilities it leases to Kindred to "Fair Market Rental" levels.
On May 9, Ventas initiated the Reset Right process by delivering
notices to Kindred with its proposal that aggregate base rents
under the Master Leases increase by $111 million to $317 million
per year.  Because Ventas and Kindred did not reach an agreement
on Fair Market Rental for the Ventas facilities within the
stipulated time period, each company had a second period to
designate its appraiser.

Mr. Tellatin and the Kindred appraiser now have 10 days to agree
on the selection of a third appraiser who meets the qualifications
under the Master Leases.  If the companies' two appraisers are not
able to agree on a Third Appraiser within that time, the parties
may seek the appointment of an independent expert to determine
Fair Market Rental and the annual escalation for the facilities.
Once the Third Appraiser is selected, that person will have 60
days to complete its work.  Ventas can then choose, on a Master
Lease by Master Lease basis, whether to opt into the Third
Appraiser's new rental and escalation schedule, or retain its
existing annual cash rentals and 3.5% annual rent increase.
Ventas's current annual cash rent is $206 million.

The determination of the Fair Market Rental under the Reset Right
is dependent on and may be influenced by a variety of factors,
including market conditions, reimbursement rates, and cash flow to
rent coverages applicable to healthcare facilities.  It is highly
speculative, and there can be no assurances (and Ventas is
expressing no views) regarding the final determination of the Fair
Market Rental.  If Fair Market Rental is determined by the
appraisal process in the Master Leases, it is subject to the
inherent risks, uncertainties, subjectivity and judgment contained
in any appraisal process.  A Third Appraiser's determination
regarding Fair Market Rental amounts or escalations for Ventas's
225 healthcare facilities that are covered by the Master Leases
could materially differ from Ventas's estimates, analyses or
proposals.

                           About Ventas

Headquartered in Louisville, Kentucky, Ventas, Inc. (NYSE:VTR) --
http://www.ventasreit.com/-- is a healthcare real estate
investment trust that is the nation's largest owner of seniors
housing and long-term care assets.  Its portfolio of properties
located in 42 states includes independent and assisted living
facilities, skilled nursing facilities, hospitals and medical
office buildings.

                          *     *     *

As reported in the Troubled Company Reporter on June 5, 2006,
Moody's Investors Service changed the rating outlook for Ventas,
Inc. to positive.  This rating action results from Ventas' recent
refinancing of its bank facility from a secured facility to an
unsecured facility, once again demonstrating the REIT's commitment
to balance sheet enhancement.

Ventas' ratings were affirmed with a positive outlook including
(P)Ba3 senior debt shelf rating; (P)B1 rating subordinated debt
shelf rating; and (P)B1 preferred stock shelf.

In its previous rating action with respect to Ventas, Moody's
upgraded the senior debt rating to Ba2 with a stable outlook.


WELLMAN INC: S&P Affirms B+ Rating & Revises Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Wellman
Inc. to negative from stable.  At the same time, Standard & Poor's
affirmed all ratings on the company, including its 'B+' corporate
credit rating.

"The outlook revision reflects our expectation for a challenging
operating landscape as a result of elevated raw material costs and
meaningful capacity additions in the polyethylene terephthalate
resin market in the U.S.," said Standard & Poor's credit analyst
Paul Kurias.

In the near term, Wellman's profitability in both the PET segment
and the polyester staple fiber segment is likely to be negatively
affected by elevated raw material costs and limited pricing power.

The ratings on Shrewsbury, New Jersey-based Wellman reflect a weak
business profile that recognizes the company's leading positions
in the fragmented PET resin and polyester staple fiber segments of
the polyester market, offset by inherent industry cyclicality,
considerable competitive pressure from foreign producers primarily
in Asia, and exposure to volatile raw material costs, which are
likely to remain high throughout 2006.  The ratings are supported
by continued growth in demand for PET container products and
sufficient availability under committed bank facilities.

Wellman, with about $1.4 billion in annual revenues, is a narrowly
focused U.S.-based chemical company.  The company produces
polyester staple fibers primarily for the home furnishing,
fiberfill, and apparel markets and is the second-largest producer
of PET resins used in beverage bottles and food containers.
Despite Wellman's strong market share of the U.S. market, the
company lacks the diversity of some of its competitors and
industry peers, which heightens its exposure to industry
downturns.

Adequate liquidity and a manageable debt maturity profile during
the next couple of years add some support to Wellman's credit
quality, particularly if business conditions begin to stabilize.
However, ratings could be lowered in the next year if PET resin
markets weaken more than expected as a result of resin capacity
additions or increasing imports, or if continued raw material
price volatility affects operating results.


WESTERN APARTMENT: Case Summary & Nine Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Western Apartment Supply & Maintenance
        1335 Hotel Circle South
        San Diego, California 92108

Bankruptcy Case No.: 06-00459

Type of Business: Western Apartment originally filed for chapter
                  11 protection on April 18, 2006 (Bankr. S.D.
                  Calif. Case No. 06-00821).  The Debtor obtained
                  permission from the U.S. Bankruptcy Court for
                  the Southern District of California to have
                  their chapter 11 case transferred to the
                  District of Hawaii bankruptcy court.

                  The Debtor also filed for chapter 11 protection
                  on January 12, 2004 (Bankr. D. Hawaii Case No.
                  04-00072).

Chapter 11 Petition Date: July 6, 2006

Court: District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: John L. Smaha, Esq.
                  Smaha & Daley
                  7860 Mission Center Court, Suite 100
                  San Diego, California 92108
                  Tel: (619) 688-1557

Total Assets: $18,131,069

Total Debts:  $10,045,054

Debtor's Nine Largest Unsecured Creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
Reinwald, O'Connor & Playdon      Legal Fees             $137,455
P.O. Box 3199
Honolulu, HI 96801

County of Maui                    Real Estate Taxes      $116,000
Property Tax Division
P.O. Box 1405
Wailuku, HI 96793

Thomas R. Cole                    Legal Fees              $89,007
233 A.S. Market Street
Wailuku, HI 96793
Tom Cole
Tel: (808) 242-6854

Ing, Horikowa                    Trade Debt               $56,342
Jorgenson & Stewart
745 Fort Street, 17th Floor
Honolulu, HI 96813

Sumie Toyashima                  Trade Debt               $40,000
c/o Stanly Ching
220 South King Street
Suite 1280
Honolulu, HI 96813

Department of Land and           Property Lease           $29,240
Natural Resources

Internal Revenue Service                                  $13,342

Chris Hart & Partners            Trade Debt               $10,668

Phoenix Asset Advisors, Inc.     Management Fee           $10,000


WHITNEY INFORMATION: March 31 Balance Sheet Upside Down at $42.2MM
------------------------------------------------------------------
Whitney Information Network, Inc., reported revenue for the three
months ended March 31, 2006, of $45.3 million, 17.9% over the
restated prior year amount of $38.4 million and a net loss of $3.5
million versus a restated net earnings of $800,000 in the
comparable 2005 period.

At March 31, 2006, the Company's balance sheet showed $106.8
million in total assets and $149 million in total liabilities,
resulting in a $42.2 million stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $69.2 million in total current assets available to
pay $142.9 million in total current liabilities coming due within
the next 12 months.

Q1 2006 Highlights:

   -- Paid student attendance increased 18.7% over the same period
      in 2005

   -- Cash received from course and product sales totaled $57.3
      million, a 20.7% increase versus Q1 2005

   -- Cash flows provided by operations amounted to $8.7 million,
      versus $6.7 million, a 30.2% increase over the same period
      in 2005

   -- Cash, cash equivalents and restricted cash totaled $43.7
      million at March 31, 2006 versus $13.3 million at
      March 31, 2005

On May 15, 2006, the Company disclosed that it would restate
certain historical financial results.  The financial restatements
for the quarter ended March 31, 2005, reflect:

   -- a modification associated with a change in revenue
      recognition policy and restatement of revenue from expired
      courses;

   -- reclassifications in financial statement categories and the
      timing of accruals necessary for comparability to the
      current period's presentation; and

   -- a revision to the revenue recognition policy with respect to
      deferral of revenue from the Company's teleconferencing
      product and service offering and subscription services.

The Company is in the process of amending its Annual Reports on
Form 10-K for the years ended 2003 through 2005 to reflect certain
policy revisions and the effect of such revisions on its
historical Consolidated Financial Statements.

Headquartered in Cape Coral, Florida, Whitney Information Network,
Inc. (OTCBB: RUSSE) -- http://www.russwhitney.com/-- provides
financial education and training services through seminars,
workshops and publications.  The educational and training services
are concentrated in the area of financial management and real
estate investment.  The Company markets its services and products
primarily through periodic publications, telemarketing, television
and radio.  The Company also develops and markets educational
resource materials which are prepared to support course offerings
and for sale to the general public.  The courses are provided in
the United States, Canada and the United Kingdom.


WINN-DIXIE: Prepares Financial Projections Underpinning Plan
------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates prepared
financial projections for fiscal years 2007 to 2011 in connection
with their Joint Plan of Reorganization.

Pursuant to Section 1129(a)(11), the Court is required to
determine that the confirmation of the Plan is not likely to be
followed by the liquidation or the need for further financial
reorganization of the Debtors.

Based on the Debtors' financial projections, the Reorganized
Debtors should have sufficient cash flow to pay and service their
debt obligations and to fund their operations, according to H.
Jay Skelton, chairman of Winn-Dixie Stores, Inc.'s board of
directors.

                        Reorganized Debtors
                      Projected Balance Sheets
                          2007 through 2009
                           (In Thousands)

                                  FY 2007      FY 2008     FY 2009
                                  -------      -------     -------
Assets
Current Assets:
   Cash and cash equivalents      $67,713      $34,377     $34,377
   Trade and other                 97,978      101,984     108,981
      receivables, net
   Insurance claims receivable     14,631       11,983      11,983
   Income tax receivable           45,610       63,438      79,196
   Inventories                    487,225      511,902     546,261
   Prepaid expenses                45,337       47,267      49,953
                               ----------   ----------  ----------
Total current assets              758,494      770,951     830,751

Non-current assets
    PP&E, net                     524,169      593,431     657,378
    Other assets, net              70,663       65,930      52,008
    Reorganization value in
       excess of book value        70,563       70,563      70,563
                               ----------   ----------  ----------
Total non-current assets          665,395      729,924     779,949
                               ----------   ----------  ----------
Total Assets                   $1,423,889   $1,500,875  $1,610,700
                               ==========   ==========  ==========

Liabilities & Shareholders' Deficit

Current liabilities:
    Current obligations under
       capital leases              $3,834       $3,834      $3,834
    Accounts payable              248,976      277,662     336,338
    Reserve for insurance - ST     88,642       88,642      88,642
    Accrued wages and salaries     67,385       69,551      72,503
    Accrued expenses              102,384      104,231     107,178
                               ----------   ----------  ----------
Total current liabilities         511,221      543,920     608,495

Non-current liabilities
    Exit facility                       -       36,731      26,569
    Obligations under               3,192        2,192       1,692
       capital lease
    Reserve for insurance - LT    132,910      128,409     125,155
    Other liabilities              33,248       33,240      33,230
                               ----------   ----------  ----------
Total non-current liabilities     169,350      200,572     186,646

Total liabilities                 680,570      744,492     795,141

Total stockholders' equity        743,319      756,383     815,559
                               ----------   ----------  ----------
Total Liabilities and
   Stockholders' Equity
      (Deficit)                $1,423,889   $1,500,875  $1,610,700
                               ==========   ==========  ==========


                        Reorganized Debtors
                      Projected Balance Sheets
                         2010 through 2011
                          (In Thousands)

                                      FY 2010      FY 2011
                                      -------      -------
Assets
Current Assets:
    Cash and cash equivalents         $58,225     $155,971
    Trade and other receivables, net  116,709      123,637
    Insurance claims receivable        11,983       11,983
    Income tax receivable              95,109      114,089
    Inventories                       584,995      619,723
    Prepaid expenses                   52,982       55,697
                                   ----------   ----------
Total current assets                  920,003    1,081,100

Non-current assets
    PP&E, net                         689,124      704,560
    Other assets, net                  35,335       21,201
    Reorganization value in
       excess of book value            70,563       70,563
                                   ----------   ----------
Total non-current assets              795,022      796,324
                                   ----------   ----------
Total Assets                       $1,715,025   $1,877,424
                                   ==========   ==========

Liabilities & Shareholders' Deficit

Current liabilities:
    Current obligations under
       capital leases                  $3,834       $3,834
    Accounts payable                  360,188      381,570
    Reserve for insurance - ST         88,642       88,642
    Accrued wages and salaries         75,678       78,653
    Accrued expenses                  110,591      113,830
                                   ----------   ----------
Total current liabilities             638,933      666,529

Non-current liabilities
    Exit facility                           -            -
    Obligations under capital lease     1,192          692
    Reserve for insurance - LT        122,390      120,509
    Other liabilities                  33,220       33,209
                                   ----------   ----------
Total non-current liabilities         156,803      154,411

Total liabilities                     795,735      820,940

Total stockholders' equity            919,289    1,056,484
                                   ----------   ----------
Total Liabilities and
   Stockholders' Equity (Deficit)  $1,715,025   $1,877,424
                                   ==========   ==========


                        Reorganized Debtors
                 Projected Statements of Operations
                         2007 through 2009
                          (In Thousands)

                                FY 2007      FY 2008     FY 2009
                                -------      -------     -------
Retail sales                  $7,285,045   $7,664,732  $8,190,642
Other revenue                     44,396       46,710      49,915

Total gross profit             2,036,322    2,150,699   2,307,317
   % of retail sales                28.0%        28.1%       28.2%

Selling, general              (1,927,587)  (1,969,994) (2,035,070)
   & administrative           ----------   ----------  ----------
    EBITDA                       108,735      180,705     272,247

Depreciation                    (113,629)    (131,301)   (149,565)
Amortization                     (17,878)     (20,473)    (21,223)
                              ----------   ----------  ----------
    EBIT                         (22,773)      28,932     101,460

Interest Expenses                 (6,032)      (8,359)     (8,270)
Taxes                              3,052       (7,509)    (34,014)
Bankruptcy related expenses/
   Professional fees             (27,400)           -           -
                              ----------   ----------  ----------
Net Income                      ($53,152)     $13,064     $59,176
                              ==========   ==========  ==========


                        Reorganized Debtors
                 Projected Statements of Operations
                         2010 through 2011
                          (In Thousands)

                                     FY 2010      FY 2011
                                     -------      -------
Retail sales                      $8,771,428   $9,292,134
Other revenue                         53,455       56,628

Total gross profit                 2,471,833    2,619,307
    % of retail sales                   28.2%        28.2%

Selling, general & administrative (2,109,813)  (2,180,770)
                                   ----------   ----------
    EBITDA                            362,020      438,537

Depreciation                        (171,369)    (197,231)
Amortization                         (21,473)     (20,184)
                                   ----------   ----------
    EBIT                              169,178      221,121

Interest Expenses                     (5,822)      (5,066)
Taxes                                (59,625)     (78,860)
Bankruptcy related expenses/
    Professional fees                       -            -
                                   ----------   ----------
Net Income                           $103,731     $137,195
                                   ==========   ==========


                        Reorganized Debtors
                 Projected Statements of Cash Flows
                         2007 through 2009
                          (In Thousands)

                                  FY 2007      FY 2008     FY 2009
                                  -------      -------     -------
Cash flows from operating activities
Net income (loss)                ($53,152)     $13,064     $59,176
Adjustment to reconcile net
income to net cash provided
by operating activities:
  Depreciation and amortization   132,623      153,223     172,238
  Changes in assets & liabilities
      Accounts receivable           4,763       (4,006)    (6,998)
      Inventories                  (2,412)     (24,677)   (34,358)
      Prepaid expenses and others   5,333        2,084      3,212
      Accounts payable             61,283       28,686      58,677
      Others                       25,391      (19,689)   (19,021)
                               ----------   ----------  ----------
Net cash provided by
    operating activities          173,830      148,686     232,924

Cash flows - investing activities:
Acquisition of property, PP&E   (149,781)    (217,752)   (222,263)
Disposition of assets, net        46,277            -           -
                               ----------   ----------  ----------
Net cash provided by
    investing activities        (103,505)    (217,752)   (222,263)

Cash flows - financing activities:
Principal payments of capital
    lease obligations             (1,250)      (1,000)       (500)
Proceeds from/
(repayment of) debt              (10,371)      36,731     (10,162)
                               ----------   ----------  ----------
Net cash used in
    financing activities         (11,621)      35,731     (10,662)
                               ----------   ----------  ----------
Net Increase (decrease) in cash &
    cash equivalents              58,704      (33,336)          -

Balance sheet excess cash
    used at emergence           (122,200)           -           -

Cash & cash equivalents at
    beginning of period          131,209       67,713      34,377
                              ----------   ----------  ----------
Cash and cash equivalents at
    end of period                $67,713      $34,377     $34,377
                              ==========   ==========  ==========


                        Reorganized Debtors
                 Projected Statements of Cash Flows
                         2010 through 2011
                          (In Thousands)

                                      FY 2010      FY 2011
                                      -------      -------
Cash flows from operating activities
Net income (loss)                    $103,731     $137,195
Adjustment to reconcile net
income to net cash provided
by operating activities:
    Depreciation and amortization     194,292      218,865
    Changes in assets & liabilities
       Accounts receivable             (7,728)      (6,928)
       Inventories                    (38,735)     (34,728)
       Prepaid expenses and others      3,560        3,499
       Accounts payable                23,849       21,382
       Other                          (18,688)     (20,872)
                                   ----------   ----------
  Net cash provided by
    operating activities              260,283      318,413

Cash flows from investing
    activities:
Acquisition of property, PP&E        (209,365)    (220,167)
Disposition of assets, net                  -            -
                                   ----------   ----------
  Net cash provided by
    investing activities             (209,365)    (220,167)

Cash flows from financing
    activities:
Principal payments of capital
    lease obligations                    (500)        (500)
Proceeds from/(repayment of) debt     (26,569)           -
                                   ----------   ----------
Net cash used in financing
    activities                        (27,069)        (500)
                                   ----------   ----------
Net Increase (decrease) in
    cash & cash equivalents            23,848       97,746

Balance sheet excess cash
    used at emergence                       -            -

Cash & cash equivalents at
    beginning of period                34,377       58,225
                                   ----------   ----------
Cash and cash equivalents at
    end of period                     $58,225     $155,971
                                   ==========   ==========

Mr. Skelton notes that the Financial Projections are based on
numerous assumptions, including confirmation and consummation of
the Plan in accordance with its terms; realization of the
operating strategy of the Reorganized Debtors; industry
performance; no material adverse changes in applicable
legislation or regulations, or generally accepted accounting
principles; and no material adverse changes in general business
and economic conditions.

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


WINN-DIXIE: Files Liquidation Analysis Under "Best Interests Test"
------------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates, with the
assistance of their restructuring advisors, XRoads Solutions
Group, LLC, prepared a liquidation analysis to demonstrate that
their Joint Plan of Reorganization satisfies the "best interests
test" under Section 1129(a)(7) of the Bankruptcy Code.

The "best interests test" requires the Court to find either that:

    (i) all members of an impaired class of claims or interests
        have accepted the Plan; or

   (ii) the Plan will provide a member who has not accepted the
        Plan with a recovery value greater than the amount the
        member would get if the Debtors were liquidated under
        Chapter 7 of the Bankruptcy Code.

H. Jay Skelton, chairman of Winn-Dixie Stores, Inc.'s board of
directors, asserts that holders of prepetition unsecured claims
would recover less in a Chapter 7 liquidation than what they
would receive under the Plan.

According to the Debtors' Liquidation Analysis, in a hypothetical
Chapter 7 liquidation commencing June 30, 2006:

                          Consolidated Case   Deconsolidated Case
                          -----------------   -------------------
(In Thousands)                Low     High        Low       High
                              ---     ----        ---       ----
Noteholder Recovery       $12,930  $39,458    $37,128   $112,854
Percentage Recovery            4%      13%        12%        36%

Landlord Recovery         $23,761  $72,510    $14,423    $44,150
Percentage Recovery            4%      13%         3%         8%

Vendor/Supplier Recovery   $9,523  $29,060     $2,618     $7,989
Percentage Recovery            4%      13%         1%         3%

Retirement Plan Recovery   $5,388  $16,443          -          -
Percentage Recovery            4%      13%         0%         0%

Other Unsecured Recovery   $3,501  $10,683       $935     $3,162
Percentage Recovery            4%      13%         1%         3%
                          ------- --------    -------   --------
Total                     $55,104 $168,155    $55,104   $168,155
Percentage Recovery            4%      13%         4%        13%

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


WINN-DIXIE: Intends to Honor Secured Claims Under Various Pacts
---------------------------------------------------------------
Pursuant to their Joint Plan of Reorganization, Winn-Dixie Stores,
Inc., and its debtor-affiliates intend to continue their
obligations with respect to secured claims existing under the
terms of these agreements:

    (i) the Application and Agreement for Standby Letter of
        Credit, dated as of Dec. 6, 2001, as modified on
        April 29, 2002, between AmSouth Bank and Winn-Dixie;

   (ii) the Assumption Agreement dated as of October 12, 2000,
        among Winn-Dixie as assuming borrower, Gooding's
        Supermarket, Inc., as original borrower, and Lutheran
        Brotherhood, now known as Thrivent Financial for
        Lutherans, as lender; and

  (iii) the Teradata Purchase Addendum dated as of December 22,
        2004, between Winn-Dixie and NCR Corporation.

This will result in a continuing contingent obligation with
respect to the AmSouth claim of about $17,000,000 and secured
payment obligations with respect to the Thrivent/Lutherans and
NCR claims of approximately $3,800,000 in the aggregate.

In addition, the Debtors will have approximately $31,300,000 of
secured payment obligations with respect to Secured Tax Claims
and other secured obligations as may be identified.

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


X-RITE INC: Completes $280 Million Amazys Holding Acquisition
-------------------------------------------------------------
X-Rite, Incorporated, completed its acquisition of Amazys Holding
AG for a purchase price of CHF77 per share plus 2.11 shares of X-
Rite, Incorporated stock for each Amazys share.  The total
purchase price on the settlement date of July 5, 2006 was $280
million.  The acquisition was financed through a combination of
cash, debt and X-Rite stock.  Amazys develops, markets and
supports hardware, software and services to measure and
communicate color under the GretagMacbeth brand.  The combined
company will be called X-Rite, Incorporated.

The major benefits of the acquisition are expected to include:

   * creating a global market leader in the color industry;
   * accelerating technology innovation;
   * building the strongest talent pool in the industry; and
   * generating significant synergy potential

The combined company expects to achieve approximately $25 million
of annual operating expense savings in connection with the
transaction in year three.  The company expects to incur cash
restructuring costs totaling $20 million during the first three
years.  The transaction is expected to be accretive to X-Rite's
cash EPS during year two of the combined operations.

"Our new company combines top notch talent, technology and
products in the color industry," said Michael C. Ferrara, X-Rite
CEO.  "We expect our expertise, talent and technology to help us
expand the global color market through innovation."

               Organization of the Combined Entity

A strong team of X-Rite and GretagMacbeth executives lead the
combined organization.  Michael C. Ferrara is the CEO, Thomas J.
Vacchiano, Jr. is the President and COO, Mary E. Chowning is the
CFO, and Dr. Francis Lamy is the CTO.  The X-Rite Board of
Directors is now comprised of nine members, including six current
directors of X-Rite and three former directors of Amazys Holding
AG.

"I am confident that the new X-Rite Board of Directors and senior
management team under the leadership of Michael C. Ferrara, CEO,
will ensure that X-Rite excels in every aspect of the business,"
John Utley, X-Rite Chairman, said.  "The combined company is
poised to lead the future of the color industry and maximize
shareholder value."

The global headquarters for the combined entity is in Grandville,
Michigan, with European headquarters in Regensdorf, Switzerland,
and Asia Pacific headquarters in Hong Kong.  X-Rite will be
represented by the new logo, incorporating the core colors of both
companies, and symbolizing how our shared values and goals will
drive this new company.

            Financing and Listing on the SWX Exchange

The cash portion of the transaction was financed through a
combination of cash on hand and new borrowings.  Goldman Sachs
provided a total debt package of $220 million to fund the
transaction and post-closing working capital needs.  Concurrent
with the settlement X-Rite has established a secondary listing on
the SWX Swiss Exchange.

"We are excited about the potential financial benefits this
acquisition brings to X-Rite shareholders," Mary E. Chowning, X-
Rite Chief Financial Officer, said.  "The synergies expected from
this acquisition will reduce costs, enhance our margins, and
ultimately increasing our shareholder value."

                            Advisors

X-Rite was advised exclusively by Headwaters MB for investment
banking and financial advisory services, including securing debt
financing which has been committed by Goldman Sachs.  X-Rite's
other advisors include McDermott Will & Emery LLP and Wenger
Plattner for legal advice.  Amazys Holding AG was advised by
Credit Suisse for investment banking and financial advice, and by
Lenz & Staehelin for legal advice.

                          About X-Rite

Headquartered in Grandville, Michigan, X-Rite Incorporated
(Nasdaq: XRIT) -- http://www.xrite.com/-- is a global leader
offering color measurement technology solutions comprised of
hardware, software and services for the verification and
communication of color data.  The Company serves a broad range of
industries, including graphic arts, digital imaging, industrial
and retail color matching, and medical, among other industries.
X-Rite is global, with 21 offices throughout Europe, Asia, and the
Americas, serving customers in 100 countries.

                          *     *     *

As reported in the Troubled Company Reporter on May 29, 2006,
Standard & Poor's Rating Services assigned its 'B+' corporate
credit rating to Grandville, Michigan-based X-Rite Inc.  The
outlook is stable.

At the same time, Standard & Poor's assigned a 'B+' rating and a
recovery rating of '2' to the company's proposed first-lien loan,
which amounts to $160 million (a term loan of $120 million and an
undrawn revolving credit facility of $40 million).

As reported in the Troubled Company Reporter on May 23, 2006,
Moody's Investors Service assigned a first-time corporate family
rating of B1 to X-Rite, Inc., B1 to X-Rite's proposed senior
secured first priority term loan and revolver and B3 to the
proposed senior secured second priority term loan.

The ratings outlook is stable.


* BOND PRICING: For the week of July 3 - July 7, 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    56
Adelphia Comm.                        7.750%  01/15/09    55
Adelphia Comm.                        7.875%  05/01/09    54
Adelphia Comm.                        8.125%  07/15/03    44
Adelphia Comm.                        8.375%  02/01/08    55
Adelphia Comm.                        9.250%  10/01/02    54
Adelphia Comm.                        9.375%  11/15/09    57
Adelphia Comm.                        9.500%  02/15/04    54
Adelphia Comm.                        9.875%  03/01/05    48
Adelphia Comm.                        9.875%  03/01/07    54
Adelphia Comm.                       10.250%  06/15/11    59
Adelphia Comm.                       10.250%  11/01/06    54
Adelphia Comm.                       10.500%  07/15/04    53
Adelphia Comm.                       10.875%  10/01/10    55
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    65
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    74
Armstrong World                       7.450%  05/15/29    74
Armstrong World                       9.000%  06/15/04    73
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
Burlington North                      3.200%  01/01/45    53
CCH II/CCH II CP                     10.250%  01/15/10    63
Cell Therapeutic                      5.750%  06/15/08    58
Charter Comm Hld                     10.000%  05/15/11    60
Charter Comm Hld                     11.125%  01/15/11    63
Chic East Ill RR                      5.000%  01/01/54    61
CIH                                   9.920%  04/01/14    60
CIH                                  10.000%  05/15/14    60
CIH                                  11.125%  01/15/14    63
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    44
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    70
CPNL-Dflt12/05                        7.750%  06/01/15    35
CPNL-Dflt12/05                        7.875%  04/01/08    69
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    70
CPNL-Dflt12/05                       10.500%  05/15/06    69
Cray Research                         6.125%  02/01/11    12
Curagen Corp                          4.000%  02/15/11    74
Dal-Dflt09/05                         9.000%  05/15/16    27
Delco Remy Intl                       9.375%  04/15/12    56
Delco Remy Intl                      11.000%  05/01/09    62
Delphi Trust II                       6.197%  11/15/33    64
Delta Air Lines                       2.875%  02/18/24    27
Delta Air Lines                       7.700%  12/15/05    27
Delta Air Lines                       7.900%  12/15/09    28
Delta Air Lines                       8.000%  06/03/23    27
Delta Air Lines                       8.187%  10/11/17    36
Delta Air Lines                       8.300%  12/15/29    28
Delta Air Lines                       8.540%  01/02/07    71
Delta Air Lines                       8.950%  01/12/12    66
Delta Air Lines                       9.200%  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                       9.750%  05/15/21    28
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%  06/01/12    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    27
Delta Air Lines                      10.375%  02/01/11    27
Delta Air Lines                      10.375%  12/15/22    29
Delta Air Lines                      10.500%  04/30/16    69
Deutsche Bank NY                      8.500%  11/15/16    62
Diva Systems                         12.625%  03/01/08     1
Dov Pharmaceutic                      2.500%  01/15/25    49
Dura Operating                        9.000%  05/01/09    54
Dura Operating                        9.000%  05/01/09    59
Eagle-Picher Inc                      9.750%  09/01/13    68
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    60
Federal-Mogul Co.                     7.500%  01/15/09    60
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    69
Ford Motor Co                         6.625%  02/15/28    68
Ford Motor Co                         7.125%  11/15/25    69
Ford Motor Co                         7.400%  11/01/46    67
Ford Motor Co                         7.500%  08/01/26    70
Ford Motor Co                         7.700%  05/15/97    69
Ford Motor Co                         7.750%  06/15/43    69
Ford Motor Cred                       5.650%  01/21/14    71
Ford Motor Cred                       5.750%  01/21/14    74
Ford Motor Cred                       5.750%  02/20/14    71
Ford Motor Cred                       5.750%  02/20/14    74
Ford Motor Cred                       5.900%  02/20/14    75
Ford Motor Cred                       6.000%  01/20/15    74
Ford Motor Cred                       6.000%  02/20/15    73
Ford Motor Cred                       6.000%  03/20/14    74
Ford Motor Cred                       6.000%  03/20/14    74
Ford Motor Cred                       6.000%  03/20/14    75
Ford Motor Cred                       6.000%  03/20/14    75
Ford Motor Cred                       6.000%  11/20/14    71
Ford Motor Cred                       6.000%  11/20/14    74
Ford Motor Cred                       6.000%  11/20/14    74
Ford Motor Cred                       6.050%  02/20/14    75
Ford Motor Cred                       6.050%  02/20/15    71
Ford Motor Cred                       6.050%  03/20/14    73
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    73
Ford Motor Cred                       6.100%  02/20/15    74
Ford Motor Cred                       6.150%  01/20/15    73
Ford Motor Cred                       6.150%  12/22/14    73
Ford Motor Cred                       6.200%  03/20/15    73
Ford Motor Cred                       6.250%  01/20/15    70
Ford Motor Cred                       6.250%  03/20/15    74
Ford Motor Cred                       6.300%  05/20/14    74
Ford Motor Cred                       7.250%  07/20/17    75
Ford Motor Cred                       7.500%  08/20/32    70
Gateway Inc.                          2.000%  12/31/11    72
GB Property Fndg                     11.000%  09/29/05    62
General Motors                        7.400%  09/01/25    75
GMAC                                  5.900%  01/15/19    74
GMAC                                  6.050%  10/15/19    75
GMAC                                  6.200%  04/15/19    74
Golden Books Pub                     10.750%  12/31/04     0
Graftech Intl                         1.625%  01/15/24    74
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
HNG Internorth                        9.625%  03/15/06    33
Imperial Credit                       9.875%  01/15/07     0
Inland Fiber                          9.625%  11/15/07    60
Insight Health                        9.875%  11/01/11    45
Iridium LLC/CAP                      10.875%  07/15/05    28
Iridium LLC/CAP                      11.250%  07/15/05    29
Iridium LLC/CAP                      13.000%  07/15/05    27
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    12
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
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    70
Macsaver Financl                      7.400%  02/15/02     2
Macsaver Financl                      7.600%  08/01/07     1
Merisant Co                           9.500%  07/15/13    65
Missouri Pac RR                       5.000%  01/01/45    74
Motorola Inc                          5.220%  10/01/97    74
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    65
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    48
Northwest Airlines                    7.248%  01/02/12    40
Northwest Airlines                    7.625%  11/15/23    48
Northwest Airlines                    7.875%  03/15/08    49
Northwest Airlines                    8.700%  03/15/07    51
Northwest Airlines                    8.875%  06/01/06    47
Northwest Airlines                    9.179%  04/01/10    25
Northwest Airlines                    9.875%  03/15/07    52
Northwest Airlines                   10.000%  02/01/09    48
Northwest Stl&Wir                     9.500%  06/15/01     0
NTK Holdings Inc                     10.750%  03/01/14    72
Oscient Pharm                         3.500%  04/15/11    66
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    20
Pegasus Satellite                     9.625%  10/15/49    11
Pegasus Satellite                    12.375%  08/01/06     9
Pegasus Satellite                    12.500%  08/01/07    12
Piedmont Aviat                       10.350%  03/28/11     0
Pixelworks Inc.                       1.750%  05/15/24    70
Pliant-DFLT/06                       13.000%  06/01/10    43
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
Primedex Health                      11.500%  06/30/08    70
Primus Telecom                        3.750%  09/15/10    50
Primus Telecom                        8.000%  01/15/14    64
PSINET Inc                           10.500%  12/01/06     0
Radnor Holdings                      11.000%  03/15/10    39
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
Salton Inc                           12.250%  04/15/08    72
Silicon Graphics                      6.500%  06/01/09    72
Startec Global                       12.000%  05/15/08     0
Tekni-Plex Inc.                      12.750%  06/15/10    70
Tom's Foods Inc                      10.500%  11/01/04     9
Toys R Us                             7.375%  10/15/18    70
Transtexas Gas                       15.000%  03/15/05     0
Tribune Co                            2.000%  05/15/29    66
Triton Pcs Inc.                       8.750%  11/15/11    71
Triton Pcs Inc.                       9.375%  02/01/11    71
United Air Lines                      7.270%  01/30/13    53
United Air Lines                      7.870%  01/30/19    54
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.                          10.550%  01/15/49    45
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.                          10.700%  01/15/49    44
US Air Inc.                          10.700%  01/15/49    45
US Air Inc.                          10.700%  01/15/49    45
US Air Inc.                          10.700%  01/15/49    45
US Air Inc.                          10.850%  01/01/49    48
US Air Inc.                          11.200%  03/19/05     0
Venture Holdings                      9.500%  07/01/05     1
Vesta Insurance Group                 8.750%  07/15/25    34
Werner Holdings                      10.000%  11/15/07    26
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    26
Winstar Comm                         14.000%  10/15/05     0
Winstar Comm Inc                     10.000%  03/15/08     0
World Access Inc.                    13.250%  01/15/08     4
XM Satellite Rad                      1.750%  12/01/09    74

                             *********

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 ***